EXHIBIT 4.111
 
 
 OPTION EXERCISE AGREEMENT
 between
 DRDGOLD LIMITED
 and
 KHUMO GOLD SPV (PROPRIETARY) LIMITED
 and
 THE TRUSTEES FOR THE TIME BEING OF THE DRDSA EMPOWERMENT
 TRUST


TABLE OF CONTENTS
 
 1 INTERPRETATION  ..................................................................................................3 2 RECORDALS
  ............................................................................................................7 3 SUSPENSIVE CONDITIONS
  ..................................................................................7 4 EXERCISE OF
  OPTION............................................................................................8 5 GENERAL
  WARRANTIES.......................................................................................9 6 CO-OPERATION  .....................................................................................................10 7 PUBLICITY  ..............................................................................................................10 8 BREACH  ...................................................................................................................11 9 DISPUTE RESOLUTION
  ........................................................................................11 10 BENEFIT OF THE AGREEMENT
  .......................................................................13 11 NOTICES AND DOMICILIA
  ................................................................................13 12
  GENERAL...............................................................................................................14 13 APPLICABLE LAW AND JURISDICTION
  ........................................................15 14 COSTS
  .....................................................................................................................16 15 SIGNATURE  ..........................................................................................................16


1 WHEREBY THE PARTIES AGREE AS FOLLOWS -
 1.1  INTERPRETATION
 
 1.1.1
 In this Agreement –
 clause headings are for convenience only and are not to be used in its interpretation;
 1.1.2
 an expression which denotes -
 1.1.2.1
 any gender includes the other genders;
 1.1.2.2
 a natural person includes a juristic person and  vice versa;  and
 1.1.2.3
 the singular includes the plural and   versa.
 1.2
 In this Agreement, unless the context clearly indicates a contrary intention, the
 following words and expressions shall bear the meanings assigned to them below
 and cognate words and expressions shall bear corresponding meanings –
 1.2.1
 "AFSA" means the Arbitration Foundation of Southern Africa;
 1.2.2
 "Agreement"means this Option Exercise Agreement;
 1.2.3
 "Closing Date"means the 1
 s`
 (first) business day after the date upon which the
 last of the Suspensive Conditions has been fulfilled or waived, as the case may be;
 1.2.4
 "DRDGOLD" means DRDGOLD Limited, registration number 1895/000926/06, a
 limited liability public company duly incorporated in the Republic of South Africa;
 1.2.5
 "DRDSA" means DRDGOLD South African Operations (Proprietary)
 Limited, registration number 2005/033662/07, a limited liability private company duly
 incorporated in the Republic of South Africa;


"Khumo Gold SPV"
    "Khumo Gold SPV Pref Share Subscription Agreement"
       "Nominated Attorneys"
     "Option"
    "Option Agreement"
     "Option Price"


"Option Shares"
       "Parties"
  "Signature Date"
   "Suspensive Conditions"
   "Trust" inter vivos
     "Trust Loan Agreement"


1.4
 Words and expressions defined in any clause will, unless the application of any
 such word or expression is specifically limited to that clause, bear the meaning
 assigned to such word or expression throughout this Agreement.
 1.5
 Subject to the provisions of clauses 1.6 and 1.11, defined terms appearing in this
 Agreement in title case will be given their meaning as defined, while the same terms
 appearing in lower case will be interpreted in accordance with their plain English
 meaning.
 1.6
 A reference to any statutory enactment will be construed as a reference to that
 enactment as at the Signature Date and as amended or substituted from time to
 time.
 1.7
 Reference to "days" will be construed as calendar days unless qualified by the
 word "business", in which instance a "business day" will be any day other than a
 Saturday, Sunday or public holiday as gazetted by the government of the Republic
 of South Africa from time to time. Any reference to "business hours" shall be
 construed as being the hours between 08h30 and 17h00 on any business day. Any
 reference to time shall be based upon Central African Time.
 1.8
 Unless specifically otherwise provided, any number of days prescribed will be
 determined by excluding the first and including the last day or, where the last day
 falls on a day that is not a business day, the next succeeding business day.
 1.9
 Where figures are referred to in numerals and in words, and there is any conflict
 between the two, the words will prevail, unless the context indicates a contrary
 intention.
 1.10  No provision herein will be construed against or interpreted to the
 disadvantage of a Party by reason of such Party having or being deemed to


2 
  RECORDALS
    inter alia,
  inter alia
   inter alia
    3 
  SUSPENSIVE CONDITIONS


status
 quo ante
   4 
  EXERCISE OF OPTION


4.3
 Upon receipt of the aforesaid amounts, the Nominated Attorneys will be instructed
 to apply R4,300,000.00 (four million three hundred thousand rand) on behalf of
 Khumo Gold SPV, and R5,070,000.00 (five million seventy thousand rand) on
 behalf of the Trust, in order to pay the Option Price to DRDGOLD in terms of the
 provisions of the Option Agreement.
 4.4
 Forthwith upon receipt of the Option Price, DRDGOLD will deliver to Khumo Gold
 SPV and the Trust the original share certificates reflecting the Option Shares together
 with share transfer forms in respect of the Option Shares signed in blank as to
 transferee, all in accordance with the provisions of the Option Agreement.
 4.5
 Upon the implementation of the provisions of this Agreement read with the Option
 Agreement, the entire issued share capital of DRDSA will be held as follows —
  Shares
  DRDGOLD
         Totals
   
 5  GENERAL WARRANTIES
 Each of the Parties hereby warrants to and in favour of the others that —
 5.1
 it has the legal capacity and has taken all necessary corporate action
 required to empower and authorise it to enter into this Agreement; and
 5.2
 this Agreement constitutes an agreement valid and binding on it and
 enforceable against it in accordance with its terms.


6 
  CO-OPERATION
 The Parties undertake at all times to co-operate with each other in good faith in order
 to carry out this Agreement and to implement all transactions and steps contemplated
 herein. The Parties further undertake not to take any action or to omit taking any action
 which will result in delaying or impeding the implementation of this Agreement.
 7  PUBLICITY
 7.1
 Subject to the provisions of clause 7.3, each Party undertakes to keep confidential
 and not to disclose to any third party, save as may be required in law (including by
 the rules of any recognised securities exchange) or permitted in terms of this
 Agreement, the nature, content or existence of this Agreement and any and all
 information given by a Party to the other Parties pursuant to this Agreement.
 7.2
 No announcements of any nature whatsoever shall be made by or on behalf
 of a Party relating to this Agreement without the prior consent of the other Parties,
 save for any announcement or other statement required to be made in terms of the
 provisions of any law (or the rules of any recognised securities exchange) in which
 event the Party obliged to make such statement shall first consult with the other
 Parties in order to enable them in good faith to attempt to agree the content of such
 announcement, which (unless agreed) must go no further than is required in terms of
 such law or rules. This shall not apply to a Party wishing to respond to another Party
 which has made an announcement of some nature in breach of this clause 7.
 7.3
 The provisions of this clause 7 shall not apply to any disclosure made by a Party
 to its professional advisors or consultants, provided that they have agreed to the same
 confidentiality undertakings, or to any judicial or arbitral
 tribunal or officer, in connection with any matter relating to this Agreement or


arising out of it.
 8  BREACH
 8.1
 If, before the implementation of the exercise of the Option, any Party commits
 a breach of its obligations under this Agreement, and if the breach in question is not
 remedied before the expiry of a period of 48 (forty eight) hours after the aggrieved
 Party has given notice to the other Party to remedy same, the aggrieved Party shall be
 entitled to cancel this Agreement on written notice to the other Parties.
 8.2
 The Parties agree that after the implementation of the exercise of the
 Option, the cancellation of this Agreement in the event of a breach would be an
 inappropriate remedy. It is accordingly agreed that, in the event of a breach, the
 aggrieved Party shall be entitled (without prejudice to any other rights which it may
 have in law save for the right to cancel the Agreement) to an order for specific
 performance and to recover any damages which it may have suffered.
 8.3
 This Agreement, the Khumo Gold SPV Pref Share Subscription Agreement and
 the Trust Loan Agreement form part of one indivisible transaction. Should either
 this Agreement or any of the Khumo Gold SPV Pref Share Subscription Agreement
 and the Trust Loan Agreement be terminated for any reason whatsoever, the other of
 such agreements shall terminate simultaneously.
 9  DISPUTE   RESOLUTION
 9.1
 In the event of there being any dispute or difference between the Parties
 arising out of this Agreement, or in connection with it, or regarding its
 interpretation, validity, execution, implementation, termination or
 cancellation, the said dispute or difference shall on written demand by any
 Party be submitted to arbitration in Johannesburg in accordance with the AFSA


in camera


10 
  BENEFIT OF THE AGREEMENT
   11 
  NOTICES AND DOMICILIA
 domicilia citandi at executandi
    Name
 Physical Address
 
 Telefax
         Bedfordview Marked for the attention of; Dr Paseka Ncholo Name
 Physical Address
 
 Telefax
        299 Pendoring Ave Blackheath
 Marked for the attention of: N Pretorius  provided that a Party may change its domicilium to any other physical address or telefax number within the Republic of South Africa by written notice to the other Parties to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change of domicilium.


11.2
 All notices to be given in terms of this Agreement will be in writing and will -
 11.2.1
 be delivered by hand or sent by telefax;
 11.2.2
 if delivered by hand during business hours, be presumed to have been received on
 the date of delivery. Any notice delivered after business hours or on a day
 which is not a business day will be presumed to have been received on the
 following business day; and
 11.2.3
 if sent by telefax during business hours, be presumed to have been received
 on the date of successful transmission of the telefax. Any telefax sent after
 business hours or on a day which is not a business day will be presumed to have
 been received on the following business day.
 11.3  Notwithstanding the above, any notice given in writing, and actually received
 by the Party to whom the notice is addressed, will be deemed to have been properly
 given and received, notwithstanding that such notice has not been given in
 accordance with this clause.
 11.4
 The Parties record that whilst they may correspond via email during the
 
 currency of this Agreement for operational reasons, no formal notice
 
 required in terms of this Agreement, nor any amendment of or variation to
 this Agreement may be given or concluded via email.
 12  GENERAL
 12.1  This Agreement constitutes the whole of the agreement between the Parties
 relating to the matters dealt with herein and, save to the extent otherwise provided
 herein, no  undertaking,  representation, term  or condition relating to the subject
 matter of this Agreement not incorporated in this Agreement will be binding on any of


pro non scripto
        13 
  APPLICABLE LAW AND JURISDICTION


14 
  COSTS
       15 
  SIGNATURE
    For and on behalf of DRDGOLD LIMITED Signature: /s/ JWC Sayers Chief Financial Officer SIGNED at BEDFORDVIEW on 10 October 2006. For and behalf of THE TRUSTEES FIR THE TIME BEING OF THE DRDSA EMPOWERMENT TRUST Signature: /s/ T Mogotsi Trustee