FIRST ADDENDUM TO THE REVOLVING CREDIT FACILITY
AGREEMENT   entered into between   DRDGOLD LIMITED (Registration
No. 1895/000926/06) a public
company incorporated in accordance with the laws of South Africa   and   ERGO MINING PROPRIETARY LIMITED (Registration
No. 2007/004886/07) a private
company incorporated in accordance with the laws of South Africa   and   FAR WEST GOLD RECOVERIES PROPRIETARY LIMITED (Registration
No. 2017/449061/07) a private
company incorporated in accordance with the laws of South Africa   and   ABSA BANK LIMITED (acting through its Corporate Investment Banking division) (Registration
No. 1986/004794/06) a public company
incorporated in accordance with the laws of South Africa


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 THIS ADDENDUMis entered into: BETWEEN: (A)DRDGOLD LIMITED(Registration
No. 1895/000926/06), a public company duly registered and incorporated in
accordance with the laws of South Africa, as borrower
(the "Borrower"); (B)ERGO MINING PROPRIETARY LIMITED(Registration No. 2007/004886/07), a private
company duly registered and incorporated in accordance with the laws of South
Africa, as original obligor ("Ergo"); (C)FAR WEST GOLD RECOVERIES PROPRIETARY LIMITED(Registration No. 2017/449061/07), a private company duly
registered and incorporated in accordance with the laws of South Africa, as
additional guarantor ("Far West"); and (D)ABSA BANK LIMITED(acting through its Corporate Investment Banking
division)(Company No. 1986/004794/06),
a public company duly registered and incorporated in accordance with the laws
of the Republic of South Africa, as mandated lead arranger, hedge provider and
original lender (the "Lender"). WHEREAS: (1)By way of a revolving credit facility agreement (the "Revolving
Credit Facility Agreement") entered into on or about 1 August 2018 between,inter alios, the Lender (as mandated lead arranger, hedge provider and
original lender) and the Borrower (as borrower), in terms of which the Lender agreed
to make a revolving credit facility available to the Borrower, all on the terms
and conditions contained therein. (2)The Parties have agreed to amend the Revolving Credit Facility Agreement,
all on the terms and conditions contained herein. IT IS AGREED: 1.DEFINITIONS In
this Addendum (as defined below), unless the context otherwise requires,
capitalised terms and expressions not otherwise defined shall bear the meanings
given to them in the Revolving Credit Facility Agreement. For the purposes of
this Addendum – 1.1."Addendum" means this first addendum to the Revolving
Credit Facility Agreement as it may be amended, replaced or novated from time
to time; 1.2."Conditions Precedent" means the conditions precedent
in clause 2 hereof; 1.3."Effective Date" means the date on which the Conditions
Precedent are fulfilled to the satisfaction of the Lender; 1.4."Parties" means the parties to this Addendum; and 1.5."Relevant Party" means the Borrower, Ergo and Far West. 2.ADDENDUM CONDITIONS PRECEDENT


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 This
Addendum is subject to the following Conditions Precedent being fulfilled (each
in form and substance satisfactory to the Lender) namely: 2.1.the Addendum has been duly executed by the parties thereto and has
become unconditional in accordance with its terms (save for any condition
requiring this Addendum to become unconditional); 2.2.the Lender has received: 2.2.1.a copy of a resolution of the board of directors, trustees, prescribed
officers, as the case may be, of each Relevant Party approving the entry into
and performance by such Relevant Party of the Addendum and giving specified
officials of such party the power to approve the execution of the Addendum (and
all documents required to be delivered thereunder) and to perform all acts
required of such party thereunder and in order to render the same unconditional; 2.2.2.to the extent required by the Companies Act or other applicable law, and
with reference to the constitutional documents of a Relevant Party, a copy of a
resolution duly passed by the holders of the issued shares of that Relevant
Party, approving the terms of, and the transactions contemplated by, the Addendum; 2.2.3.any other Authorisation or other document, opinion or assurance which
the Lender may in its sole or absolute discretion require. 3.CONFLICT WITH THE REVOLVING CREDIT FACILITY AGREEMENT If there is any conflict between
the provisions of this Addendum and the provisions of the Revolving Credit
Facility Agreement at any time, the provisions of this Addendum shall prevail. 4.AMENDMENT TO THE REVOLVING CREDIT FACILITIES AGREEMENT With effect from the Effective Date,
the Revolving Credit Facility Agreement is hereby amended by: 4.1.the insertion of the following new clause 1.1.1A after the existing
clause 1.1.1: "1.1.1A"Absa Guarantee" means
the guarantee issued by the Lender toCity of Ekurhuleni Metropolitan Municipality (previously
known as Ekurhuleni Metropolitan Municipality (the “Beneficiary” and/or
“EMM”) in terms of which the Lender guarantees the due and punctual
payment by Ergo, all on the terms and conditions contained therein;"; 4.2.the insertion of the following new clause 1.1.3A after the existing
clause 1.1.3: "1.1.3A"Addendum" means the
first addendum to this Agreement entered into between, inter alios, the Lender
and the Borrower as it may be amended, replaced or novated from time to time;"; 4.3.the insertion of the following new clause 1.1.15A after the existing
clause 1.1.15: "1.1.15A            "Cash Cover Amount" means,
the Guarantee Exposure Amount, which amount shall not exceed the Maximum
Guaranteed Sum";


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 4.4.the insertion of the following new clause 1.1.15A after the new clause
1.1.15B: "1.1.15B            "Cash Cover Payment Deposit Account"
means an interest-bearing account in the name of the Borrower held with the
Lender which becomes the subject of Security in accordance with the provisions
of this Agreement;"; 4.5.the deletion of clause 1.1.42 in its entirety and the replacement
thereof with the following new clause 1.1.42: "1.1.42"Finance Document" means
this Agreement, the Absa Guarantee, any Fee Letter, any Subordination
Agreement, any Facility Letter, any Accession Letter, the Further Rights
Letter, the each Security Document, each Utilisation Request, the Guarantee
Request, any Hedging Agreement, any Transfer Certificate and each Compliance
Certificate and any other document designated as such by the Lender and the
Borrower;"; 4.6.the insertion of the following new clause 1.1.50A after the existing clause
1.1.50: "1.1.50A"Guarantee Availability Period"means the period commencing on the Effective Date and terminating on 31 December 2018;" 4.7.the insertion of the following new clause 1.1.50B after the new clause
1.1.50A: "1.1.50B"Guarantee Issue Date"means the date during the Guarantee Availability Period on which the Absa Guarantee
is issued by the Lender in favour of the Beneficiary;" 4.8.the insertion of the following new clause 1.1.50C after the new clause
1.1.50B: "1.1.50C"Guarantee
Request"means the notice substantially in the form set out in
Part II of Schedule 3 (Guarantee Request);" 4.9.the insertion of the following new clause 1.1.71A after the existing
clause 1.1.71: "1.1.94A"Maximum Guaranteed Sum"means ZAR125 000 000 (one hundred and twenty five million
Rand);" 4.10.the insertion of the following new clause 1.2A after the existing clause
1.2: "1.2A      The Borrower providing "Cash Cover"
for the Absa Guarantee means the Borrower paying in ZAR an amount equal to the
Cash Cover Amount into the Cash Cover Payment Deposit Account or such other
account as the Lender may designate in writing and the following conditions
being met: 1.2A.1              until no amount is or may be outstanding under the
Absa Guarantee, no withdrawals may be made from the Cash Cover Payment Deposit
Account (or any other account into which Cash Cover is paid) save that the
Lender shall be entitled from time to time to apply amounts standing to the
credit of the Cash Cover Payment Deposit Account (or any other account into
which Cash Cover is paid) against amounts due but unpaid by the Borrower to the
Lender under the Finance Documents, provided should the Lender apply any such amount
as aforesaid the Lender shall notify the Borrower in writing thereof and the
Borrower


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 shall become obliged to pay, on first demand
by the Lender, into the Cash Cover Payment Deposit Account an amount (in the
currency in which the Cash Cover was provided) equal to the amount so applied
by the Lender and the failure by the Borrower to make such payment immediately
following such demand shall be an Event of Default; and 1.2A.2                 if required by the Lender, the Borrower has
executed a security document over that account, in form and substance
satisfactory to the Lender, creating a security interest over the Cash Cover
Payment Deposit Account (or such other account into which the Cash Cover has
been paid)." 4.11.the
deletion of clause 3.1 in its entirety and the replacement thereof with the
following new clause 3.1: "3.1Purpose "3.1.1                A portion of the Facility
shall be utilised by the Borrower for the purpose of: 3.1.1.1              funding the capital expenditure for the Phase 1
of the West Rand Tailing Retreatment Project; 3.1.1.2              the Group working capital requirements; and 3.1.2                 A portion of the Facility, not exceeding the
Maximum Guarantee Sum, shall be used to facilitate the issue of the Absa
Guarantee to the Beneficiary and effect payment of any amounts demanded by the
Beneficiary thereunder." 4.12.the insertion of the following new clause 4.1A after the existing clause
4.1: "4.1AInitial
conditions precedent to Absa Guarantee The
Borrower may not deliver a Guarantee Request unless the Lender has received all
of the documents and other evidence listed in clause 2(Addendum conditions precedent) in form and substance satisfactory to
the Lender.  The Lender shall notify the Borrower promptly upon being so
satisfied." 4.13.the insertion of the following new clause 4.2A after the existing clause
4.2: "4.2AAbsa
GuaranteeFurther conditions precedent The Lender
will only be obliged to issue the Guarantee if on the date of the Guarantee
Request and on the proposed Guarantee Issue Date: 4.2A.1        no Default has
occurred and is continuing; and 4.2A.4        the Repeating
Representations to be made by each Obligor are true in all material
respects." 4.14.the insertion of the following words in clause 4.3.2:


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 "or
clause 4.1A (Initial conditions precedent to Absa Guarantee)" after the
words clause 4.1 (Initial conditions precedent) and "or clause 4.2A (Absa
Guarantee further conditions precedent) after the words clause 4.2 (Further
conditions precedent)." 4.15.the
insertion of the following new clause 5A after the existing clause 5: "5ADEEMED UTILISATION OF THE FACILITY : ABSA GUARANTEE "5A.1Issue of Absa Guarantee 5A.1.1               Subject to the provisions
of this Agreement, the Borrower shall be entitled, on any Business Day during
the Guarantee Availability Period (the "Guarantee Request Date"),
to request, by delivering a Guarantee Request to the Lender, that the Lender
executes and delivers the Absa Guarantee for a sum equal to the Maximum Guaranteed
Sum, on the terms and conditions contained therein, and the Lender shall issue
same to the Beneficiary: 5A.1.1.1            on the Guarantee Request Date, if the Guarantee
Request is received prior to 12h00 noon Johannesburg time on the Guarantee
Request Date; 5A.1.1.2            1 (one) Business Day after
receipt of the Guarantee Request, if the Guarantee Request is not delivered
prior to 12h00 Johannesburg time on the Guarantee Request Date. 5A.1.2               The Borrower shall not be entitled to deliver more
than 1 (one) Guarantee Request and the Lender shall not be obliged to issue
more than 1 (one) Absa Guarantee in terms of this Agreement. 5A.2Utilisation of Absa Guarantee 5A.2.1               Any payment by the Lender in accordance with the
terms of the Absa Guarantee of a sum demanded thereunder shall constitute a
Loan by the Lender to the Borrower under the Facility for all purposes of this
Agreement and such sum shall be considered to have been borrowed by the
Borrower from the Lender with effect from the date of such payment (which date
shall be deemed to be the Utilisation Date of the relevant Loan). 5A.2.2               The Borrower shall procure that the Beneficiary,
returns to the Lender the original executed Absa Guarantee and/or provides the
Lender with written confirmation (in form and substance acceptable to the
Lender) that the Absa Guarantee has been cancelled and ceases to be of any
force or effect, as soon as practicable after the Final Repayment Date."


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 4.16.the insertion of the following new clause 6A after the existing clause
6: "6ACASH COVER EVENTS If: 6A.1     at
any time during the Term: 6A.1.1               the provisions of clause 7.1 (Mandatory
Prepayment Illegality), clause 7.2 (Mandatory Prepayment Change of Control),
clause 7.3 (Mandatory Prepayment Sanctions) or clause 7.6 (Mandatory
Prepayment: De-listing) become applicable; and 6A1.2                the Maximum Guaranteed Sum less the aggregate
amount of all payments made to the Beneficiary under or in connection with the
Absa Guarantee ("Guarantee Exposure Amount") exceeds zero
following any prepayment contemplated herein; and/or 6A.2     if
the Guarantee Exposure Amount of the Lender will exceed zero after the Final
Repayment Date, then, the Borrower shall, in addition to complying with the provisions
of the relevant clause, notify the Lender of such event and post Cash Cover in
the amount specified by the Lender in writing, and such specified amount shall
not exceed the Maximum Guaranteed Sum." 4.17.the
insertion of new clause 22.20.4 and clause 22.20.5 after the existing clause
22.20.3: "22.20.4            declare that Cash Cover in
respect of the Absa Guarantee is immediately due and payable at which time it
shall become immediately due and payable; and/or 22.20.5             apply all Cash Cover against any
amounts due but unpaid by the Borrower to the Lender under the Finance
Documents." 4.18.the insertion of a new Part II of Schedule 3 (Requests) in the
form set out inAnnexure Ahereof. 5.FINANCE DOCUMENT This Agreement shall be a Finance
Document for all purposes under the Revolving Credit Facility Agreement. 6.GUARANTOR CONFIRMATION Each Guarantor hereby irrevocably
and unconditionally: 6.1.acknowledges the amendments made to the Revolving Credit Facility
Agreement contemplated herein; 6.2.confirms and agrees in favour of each Finance Party that each Finance Document
to which it is party remains of full force and effect as at the date hereof; 6.3.confirms that its guarantee continues in full force and effect on the
terms of the Revolving Credit Facility Agreement (as amended by this Addendum);
and


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 6.4.confirms that its guarantee extends to the obligations of the Borrower
under,inter alia, the Finance Documents (including the Revolving Credit
Facility Agreement(as amended by this Addendum)). 7.RETENTION Save as
expressly contemplated in this Addendum,
the Revolving Credit Facility Agreement shall remain unamended and, subject to
its terms, of full force and effect. 8.EXECUTION IN COUNTERPARTS This Addendum may be executed in
one or more counterparts all of which, when read together, shall comprise one
and the same instrument. A facsimile and/or scanned copy of this Addendum shall
comprise a valid counterpart for the purpose of this provision. 9.WHOLE AGREEMENT This Addendum
comprises a written amendment to the Revolving Credit Facility Agreement within
the contemplation of clause 33 thereof. This Addendum constitutes the
whole agreement between the Parties relating to the subject matter hereof.


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 Annexure A Form
of Guarantee Request  From:   The Borrower To:       The Lender Dated:  _________________ 2018  Dear
Sirs DRDGold Limited –Revolving Credit Facility Agreementdated ______________ 2018 (the "Agreement") 1.         We refer to the Agreement.  This is the
Guarantee Request.  Terms defined in the Agreement have the same meaning in
this Guarantee Request unless given a different meaning in this Guarantee
Request. 2.         We hereby request the Lender to issue and
deliver the Guarantee for a Maximum Guaranteed Sum of [ZAR125 000 000
(one hundred and twenty  five million Rand)]. 3.         We confirm that each condition specified in clause
4.1A and clause 4.2A of the Agreement is satisfied on the date of this
Guarantee Request. 4.         This
Guarantee Request is a Finance Document. 5.         This
Guarantee Request is irrevocable.  For and on behalf of DRDGold Limited  ___________________________ Name: Capacity: Who warrants his authority hereto


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SIGNATURE PAGE   BORROWER   SIGNED at __________________ on this the _________ day of _____________
2018   For and on
behalf of DRDGold
Limited     ___________________________ Name: Capacity: Who warrants his authority hereto


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SIGNATURE
PAGE   ORIGINAL OBLIGOR   SIGNED at __________________ on this
the _________ day of _____________ 2018   For and on
behalf of Ergo Mining
Proprietary Limited     ___________________________ Name: Capacity: Who warrants his authority hereto


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SIGNATURE PAGE   ADDITIONAL OBLIGOR   SIGNED at __________________ on this
the _________ day of _____________ 2018   For and on
behalf of Far West Gold Recoveries
Proprietary Limited     ___________________________ Name: Capacity: Who warrants his authority hereto


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 SIGNATURE
PAGE   LENDER   SIGNED at __________________ on this
the _________ day of _____________ 2018   For and on
behalf of Absa Bank
Limited (acting through its Corporate
and Investment Banking Division)     ___________________________ Name: Capacity: Who warrants his authority hereto    For and on
behalf of Absa Bank
Limited (acting through its Corporate
and Investment Banking Division)     ___________________________ Name: Capacity: Who warrants his authority hereto


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