RAND10 EB5 29052018
        LOCAL MINE BULLION REFINING
CONTRACT    between    RAND
REFINERY PROPRIETARY LIMITED    And    DRDGOLD
LIMITED AND EACH OF ITS SUBSIDIARIES


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RAND10 EB5 29052018
  TABLE
OF CONTENTS 1.INTERPRETATION. 1 2.APPOINTMENT. 3 3.COMMENCEMENT,
DURATION AND TERMINATION. 3 4.DETAILS OF
MATERIAL. 4 5.RISK AND
INSURANCE. 4 6.PACKAGING
MATERIAL. 5 7.LOGISTICS. 5 8.WEIGHING,
SAMPLING AND ASSAYING.. 6 9.DELETERIOUS
ELEMENTS. 10 10.NON-
ACCEPTABLE MATERIAL. 11 11.FEES AND
CHARGES. 11 12.METAL CREDIT
PAYABLE TO DEPOSITOR. 13 13.CREDIT OR
SALE OF PAYABLE GOLD AND PAYABLE SILVER ON BEHALF OF DEPOSITOR. 13 14.PRICING OF
PAYABLE GOLD OR PAYABLE SILVER FOR SALE. 14 15.PAYMENT TO
DEPOSITOR. 14 16.SET-OFF. 14 17.CHANGE OF
MARKET CONDITIONS. 15 18.CONFIDENTIALITY. 15 19.INDEMNITY. 15 20.BUSINESS
ETHICS. 16 22.METAL GAIN
SALES. 16 23.REPRESENTATIONS
AND WARRANTIES. 16 24.RESPONSIBLE
GOLD REPRESENTATIONS AND WARRANTIES. 17 25.BREACH OF
CONTRACT. 17 26.FORCE
MAJEURE. 18 27.DISPUTE
RESOLUTION AND EXPERT DETERMINATION. 19 28.COUNTERPART
AND FACSIMILE/E-MAIL EXECUTION. 19 29.SEVERABLE
PROVISIONS. 20 30.SURVIVAL. 20 31.GENERAL
PROVISIONS. 20 32.RIGHTS OF
THIRD PARTIES. 21 33.NOTICES. 21  ANNEXURE
A - VARIABLE CLAUSES, FEES, CHARGES AND METAL CREDIT SCHEDULE 1 – LIST OF
DEPOSITORS ANNEXURE B – DETAILS OF
UMPIRE ANNEXURE C – HIGH LEVEL
SCHEMATIC OF DEPOSITING PROCESS


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Page2
 ANNEXURE
D – CONTACT LIST


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1.INTERPRETATION 1.1In
this Contract with Contract numberRR167LMDReN which replaces contract
RR111LMDRe: 1.1.1clause
headings are for convenience and shall not be used in its interpretation,
unless the context clearly indicates a contrary intention; 1.1.2the
use of one gender includes the other; 1.1.3reference
to a natural person includes a juristic person andvice versa; 1.1.4the
singular includes the plural andvice versa. 1.2Any
reference to a statute, regulation or other legislation shall be a reference to
that statute, regulation or other legislation as at the Signature Date and as
amended or substituted from time to time. 1.3If
any provision in a definition is a substantive provision conferring a right or
imposing an obligation on any Party then, notwithstanding that it is only in a
definition, effect shall be given to that provision as if it was a substantive
provision in the body of this Contract. 1.4The
use of the word "including" followed by a specific example(s) shall
not be construed as limiting the meaning of the general wording preceding it
and theeiusdem generisrule (of the same kind rule), shall not be
applied in the interpretation of such general wording or such specific
example(s). 1.5The
terms and conditions of this Contract having been negotiated have the effect
that an ambiguous term shall not be construed against the Party that imposed
its inclusion in the Contract. 1.6The
following words and expressions, if capitalised as indicated, shall have the
meanings assigned to them: 1.6.1
 "Business
  Day"
 any
  day which is not a Saturday, Sunday or official public holiday in South
  Africa, the United Kingdom or the United States of America1.6.2
 "Contract"
 this
  local mine bullion refining contract together with the annexures thereto1.6.3
 "Deleterious
  Elements"
 elements
  which in the reasonable opinion of Rand Refinery are harmful to the refining
  process, employees, agents or sub-contractors, or the environment of a Party.
  The term "deleterious" is used generically herein to cover any one
  or more of the above circumstances.Other
  terms commonly used to describe Deleterious Elements include hazardous,
  malodorous, contaminants, impurity levels or radioactive elements.1.6.4
 "Delivery
  Place"
 the
  place at which the Depositor shall deliver the Material and at which Rand
  Refinery shall receive the Material as set out in Annexure A1.6.5
 "Deposit"
 an
  individual delivery of Material delivered in terms of this Contract1.6.6
 "Depositor"
 any
  of the
  entities set
  out in schedule 1, being the owner or lawful
  possessor of the Material, whose full details are set out in Annexure A1.6.7
 "Designated
  Account"
 the
  bank account nominated in writing by the Depositor from time to time1.6.8
 "Material"
 the
  unrefined material containing gold and silver produced by the Mine1.6.9
 “Mine”
 the
  mine(s) from which the Material is originated, which are any
  of the
  mines set
  out in schedule 11.6.10
 "Official
  Weight"
 the
  weight of a Deposit after melting, corrected for mass loss during melting, by
  applying the Weight after Melt procedure1.6.11
 "Parties"
 collectively,
  the Depositor and Rand Refinery and a reference to "Party" shall be
  a reference to either one of them individually as the context requires1.6.12
 "Payable
  Gold"
 the returnable portion of gold delivered;1.6.13
 "Payable
  Silver"
 the returnable portion of silver delivered;1.6.14
 "Premises"
 the
  principal place of business of Rand Refinery, located at Refinery Road,
  Industries West, Germiston1.6.15
 "Rand
  Refinery"
 Rand
  Refinery Proprietary Limited, registration number 1920/006598/07, a company
  duly registered and incorporated in accordance with the company laws of the
  Republic of South Africa1.6.16
 "Rand
  Refinery Dry Weight"
 the
  net weight of the Deposit after correction for the moisture content as
  contemplated in clause 8.1.21.6.17
 "Rand
  Refinery Wet Weight"
 the
  weight of the Deposit received and as weighed by Rand Refinery before drying
  thereof at the Premises1.6.18
 "Signature
  Date"
 the date of signature of this Contract by the Party
  signing last in time1.6.19
 “Umpire”
 an
  independent expert with competency in assaying of gold and silver bearing
  materials. (The list of approved umpires is set out in Annexure B.)1.6.20
 "Weight
  after Melt"
 the
  weight of a Deposit after melting, resulting in weight loss pursuant to
  volatilisation of the of base metals contained in a Deposit.
 1|Page


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2.APPOINTMENT The
Depositor wishes to appoint Rand Refinery to perform certain work and
provide certain services, as its agent, relating to the recovery of precious
metals from the Material; which appointment Rand Refinery hereby accepts, on
the terms and conditions contained in this Contract. 3.COMMENCEMENT, DURATION AND TERMINATION 3.1This
Contract shall commence on the Signature Date and shall continue in force and
effect for the life of the Mine, unless otherwise terminated in accordance with
the provisions below. 3.2This
Contract may be terminated: 3|Page


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3.2.1If
the Mine and Rand Refinery cannot reach agreement on an adjustment of the price
as provided for in clause 11.8 of this Contract; or 3.2.2If
the Parties, having regard to the changing market conditions, fail to reach
agreement on the renegotiation of the terms of this Contract in good faith, as
provided for in clause 17;  or 3.2.3for
breach of contract by the other Party as set out in clause 25; or 3.2.4Force
Majeure occurs as set out in clause 26; or 3.2.5forthwith
for material non-compliance by either Party with any provision of any
applicable Law. 4.DETAILS OF MATERIAL 4.1Description The
Material shall be a product of the mining and recovery operations from the
Mine; and shall be in bar form, for the avoidance of doubt. 4.2Quantity All
Material produced at the Mine during the term of this Contract shall be
delivered to Rand Refinery for refining. 4.3Quality The
Material shall contain no less gold and silver and no more Deleterious Elements
than the limits set out in Annexure A.The
Depositor shall provide Rand Refinery with the full details of the nature and
estimated quantity of impurities contained in the Material in writing before
any Material is dispatched to Rand Refinery 5.RISK AND INSURANCE 5.1Risk
in and to the Material shall pass to Rand Refinery after it is (i) delivered at
the Delivery Place, and (ii) signed for by Rand Refinery’s appointed security
agent at the Delivery Place. 5.2Rand
Refinery shall insure all risk of the physical loss of and/or the physical
damage to the Material with effect from the time of Delivery contemplated in
clause 5.1 above and for so long as the Material is under its control and in
its possession, in accordance with the terms and conditions of Rand Refinery’s
insurance policy and all subsequent renewals thereof. 4|Page


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5.3Should
the Depositor at any stage, in writing, require the redelivery of the Material
(or any part thereof), or should Rand Refinery refuse to accept the Material
(or any part thereof), in terms of the provisions of this Contract, the
Depositor shall be liable and bear the cost of securing the return of the
Material to the Depositor. 5.4Should
the Material be redelivered to the Depositor as contemplated in the preceding
clause 5.3 of this Contract, all risk in and to the Material shall transfer to
the Depositor at the time of redelivery of the Material to the Depositor. 6.PACKAGING MATERIAL 6.1Any
packaging materials provided to Rand Refinery and used by the Depositor to
package the Material for collection by Rand Refinery shall (i) in the case of
plastic boxes, be returned by Rand Refinery to the Depositor, if requested by
the Depositor, at the Depositor's cost, and (ii) in the case of wooden
packaging, be destroyed by Rand Refinery at its cost. 6.2All
wooden packaging shall be ISPM 15 compliant. 6.3All
plastic packaging shall be approved by Rand Refinery prior to its use which may
require a completed recognised MSDS (Material Safety Data Sheet). 6.4No
metal packaging shall be accepted. 7.LOGISTICS 7.1Delivery of Material 7.1.1The
Depositor shall notify Rand Refinery, in writing, of its intention to deliver
on the Business Day prior to the date of actual collection of the Material, it
being recorded that deliveries to Rand Refinery shall be effected on Mondays,
Tuesdays, Wednesdays and Thursdays between 08:00 and 15:00 and on Fridays
between 08:00 and 12:00. 7.1.2Rand
Refinery will be required to arrange the transport of the Material, the
Depositor shall be liable and pay all relevant costs and charges,as
agreed to in writing between the Parties prior to delivery. 7.1.3ShouldRand
Refinery arrange the transport of Material,adetailed standard operating
procedure as to the arrangements of the transport, helipad specifications,
safety aspects and security requirements at the helipads shall be agreed to by
both Parties, in writing, 5|Page


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prior to giving effect
to such collection and delivery and these shall
endure unless otherwise agreed in writing. 7.2Documentation 7.2.1A
waybill completed in every respect shall be e-mailed to Rand Refinery at
bullionspec@gold.co.za as soon as available, but prior to the dispatch of the
Material to and/or from the Premises.  A hard copy of the waybill shall
accompany the Material upon dispatch to Rand Refinery. 7.2.2The
waybill shall contain at least the following information (i)the Depositor’s full name and address, (ii)the waybill number,
(iii)the date of dispatch, (iv)each individual bar number, (v)each individual gross bar weight, (vi)the cumulative gross bar weight of
all the bars in each lot deemed to be separateDeposit, (vii)the anticipated fine Gold and/or Silver content for eachConsignment,
(viii)the total number of barsof
Gold or Silver, as the case may be, in respect ofeachConsignmentdeemed to be a separate deposit andatotal gross bar weight, (ix)the seal numbers (if used), (x)the name and signature of theDepositor'sdispatcher,and(xi) the name and signature of the
Depositor's Asset Protection Official. 7.2.3The
maximum weight reflected on a waybill shall not exceed 500kg. 7.2.4Copies
of the documentation referred to above shall be e-mailed to Rand Refinery at
the following e-mail address –bullionspec@gold.co.za
prior to delivery. 8.WEIGHING, SAMPLING AND ASSAYING The Material depositedat the Premisesby the Depositor shall be melted and mass
corrected using the"Weight
after Melt" method. 8.1Weight determination 8.1.1As
soon as practicable after arrival of the Material at the Premises,  Rand
Refinery shall unpack and record the weight of each bar according to the
waybill referred to in clause 7.2.1 and Rand Refinery shall weigh each bar to
determine Rand Refinery’s Wet Weight. 8.1.2After
determining Rand Refinery’s Wet Weight, each bar shall be dried and then
weighed to determine the Rand Refinery Dry Weight. Rand Refinery shall as soon
as possible after the weighing, sampling and assay process will have been
completed advise, by notice in writing, the Depositor of both weights with a
Precious Metal Receipt Voucher as referred to in clause 12. 6|Page


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8.1.3Should
the variance between Rand Refinery's Dry Weight and/or Wet Weight and the
Depositor's Wet Weight: 8.1.3.1be
less than 0.1% then the Rand Refinery Dry Weight shall be deemed to be the
correct weight which determination shall be final and binding on the Parties;
or 8.1.3.2be
more than 0.1%, the Material shall not be processed by Rand Refinery and the
Depositor shall forthwith be notified of the variance in writing ("WeightVariance Notice"), after which the Depositor shall have one
Business Day from the date of delivery of the Weight Variance Notice to (i)
either accept Rand Refinery’s weight, or (ii) to cancel the order in respect of
the Material forming the subject matter of such Weight Variance Notice by
notice in writing ("Cancellation Notice"). As soon as possible
after delivery of the Cancellation Notice, the Material shall either (i) be
returned to or collected by the Depositor, or (ii) dealt with by Rand Refinery
in accordance with reasonable written instructions received from the Depositor,
at the Depositor's cost. 8.1.3.3Should
the Depositor fail to cancel the order or fail to respond to Rand Refinery in
writing within the prescribed one Business Day period, the Depositor shall be
deemed to have accepted Rand Refinery's Dry Weight, which shall be final and
binding on the Depositor. 8.1.3.4No
payment shall be made for the Material in the event of an unresolved dispute on
weight until such time as the dispute will have been resolved in terms of the
provisions of clause 27. 8.1.4Notwithstanding
anything to the contrary, if it appears at any time to Rand Refinery that a
Delivery has been tampered with, or the seals thereof had been broken or a
Delivery does not otherwise appear in Rand Refinery’s reasonable opinion to be
in order, weighing thereof shall be suspended until such time as the Parties
will have agreed and confirmed in writing the basis on which to proceed. In
those circumstances, no payment shall be made until a written agreement on how
to proceed will have been concluded. 8.2Sampling 8.2.1After
acceptance of Rand Refinery’s Dry Weight of the Deposit (or agreement will have
been reached by the Parties in respect of the weight of the Deposit), Rand
Refinery shall melt the Deposit at Rand Refinery’s plant so that the Deposit
shall form a single molten 7|Page


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mass. The Deposit shall be
melted in lots not exceeding 500 kilograms or in such lesser quantity as
shall be agreed between the Depositor and Rand Refinery in writing. 8.2.2Rand
Refinery shall obtain a number of dip samples using a pre-heated dip sampler
from such molten bullion. 8.2.3Two
sets of samples shall be taken for each Deposit. One set of samples shall be
used by Rand Refinery and one set of samples shall be retained for umpiring. A third set of samples may be taken and delivered to the Depositor,
if requested by the Depositor, in writing, in advance of the delivery of the
Material. 8.2.4The
Umpire samples obtained by Rand Refinery shall be labelled, sealed and retained
in safe custody for use (if required) in the event of a dispute. 8.2.5There
shall be a nominal deduction in the weight of the Delivery in respect of dip
samples so dispatched to the Depositor and the Umpire. 8.2.6Once
the samples contemplated in 8.2.3 have been extracted and secured from the
Deposit, Rand Refinery shall have the right to release the remainder of the
Deposit for processing. 8.3Assay Determination 8.3.1TheRand Refinery Official Gold Assayshall be determined using the "proof
corrected fire assay technique" for gold purity that is smaller than
99.97%. The official assay shall determine the "Gold Content",
expressed in troy ounces. 8.3.2The
"Silver Content" shall be determined by using the XRF
Technique.  8.4Assay Agreement 8.4.1The
Parties agree that the following assay splitting limits shall apply during the
term of this Contract: Gold:  >99%:
two parts per thousand parts (0.2%). 60%
- 99%: five parts per thousand parts (0.5%). <60%:
ten parts per thousand parts (1.0%). 8|Page


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Silver:            ten parts per thousand parts
(1.0%). 8.4.2Notwithstanding
anything to the contrary contained herein, should – 8.4.2.1the
Depositor fail to advise Rand Refinery in writing at the time of Delivery of
the Depositor’s official assay; or 8.4.2.2Rand Refinery'sofficial
assayfall within the
splitting limits as referred to in clause8.4, the
Rand Refinery's Official Assay shall be final and binding on the Parties and
constitute the official assay for all purposes in terms of this Contract. 8.4.3Should
the difference between the Depositor's Official Assay and the Rand Refinery's
Official Assay be outside the splitting limits as referred to in clause 8.4,
Rand Refinery shall notify the Depositor thereof by delivery of a notice (“Assay
Variance Notice”), whereafter the Depositor shall have one Business Day to
request Rand Refinery in writing to refer the matter to the Umpire to umpire
assay of the Material. 8.4.4Should
the Depositor not request that the
matter be referred to the Umpire or should the Depositor fail to respond within
one Business Day from date of delivery of the Assay Variance Notice, the
Depositor shall be deemed to have accepted Rand Refinery's Official Assay and
the official assay determined by Rand Refinery referred to in clause 8.3.1
shall be final and binding upon the Depositor and constitute the official assay
for all purposes in terms of this Contract. 8.5Should
the Depositor require the matter to be referred to the Umpire, the provisions
of clause 8.4.4 shall, with the necessary amendments, apply to the
determination of the dispute.  8.6Umpire 8.6.1Should
any dispute be referred to an Umpire for determination in terms of this
Contract, the Umpire shall resolve such dispute acting as an expert and not as
an arbitrator on the following basis.  Should the Umpire's assay: 8.6.1.1coincide
exactly with the result of either of the Parties, the Umpire’s assay shall be
deemed to be the final official settlement assay; or  9|Page


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8.6.1.2fall
between the Rand Refinery Official assay and the Depositor's official assay,
the final settlement assay shall be deemed to be the average of the Umpire
assay and the assay of the Party closest to the Umpire assay; or 8.6.1.3fall
outside these aforementioned limits, the final settlement shall be based on the
median of the three (3) assays. 8.6.2The
cost of the Umpire’s assay shall be paid by the Party whose assay is furthest
away from the Umpire assay except when the Umpire assay is the arithmetical
mean of the other two, in which event the Umpire’s costs shall be shared
equally by the Parties. 8.7Verification of Weighing, Sampling and Assaying by the
Depositor 8.7.1The
Depositor shall be entitled to have a representative present at Rand Refinery’s
premises at its own cost to witness and verify the weighing and sampling
carried out by Rand Refinery. 8.7.2Should
the Depositor wish to have any representation during the weighing and sampling
of a particular Delivery, the Depositor shall give timeous notice in writing to
this effect to Rand Refinery, which access shall be subject to Rand Refinery’s
access control policies. 9.DELETERIOUS ELEMENTS 9.1The
Depositor shall use all reasonable commercial endeavours to ensure that all
Material delivered to Rand Refinery shall not contain Deleterious Elements
and/or compounds, with levels higher than those set out in Annexure A to this
Contract. 9.2              Should
the Material contain any elements in excess of the specified maximum free
levels and provided Rand Refinery will have consented in writing to proceed
with the refining process of the Material, additional refining charges as set
out in Annexure A shall apply and be recoverable by Rand Refinery, which shall
become due and be payable by the Depositor. 10.NON- ACCEPTABLE MATERIAL 10.1The
Depositor hereby acknowledges that Rand Refinery will have the right to refuse
acceptance of Material delivered to Rand Refinery where such Material: 10.1.1contains
Deleterious Elements in such levels whether on an individual or combined basis
so as to exceed the maximum permissible levels as prescribed in Annexure A; or 10.1.2contains
less gold and/or silver than the minimum limits prescribed in Annexure A; or  10|Page


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10.1.3is
believed by Rand Refinery, on reasonable grounds, to have resulted from
unlawful activities or been acquired unlawfully by the Depositor, its
employees, sub-contractors or agents or there are reasonable grounds to suspect
that any such persons may be involved in unlawful activities as set out in the
Prevention of Organised Crime Act, 1998, or any other legislation similar anywhere
in the world. 10.2Should
Rand Refinery refuse to accept the Material delivered to the Premises for the
reason set out in clause 10.1.1 and/or 10.1.2 above, the Depositor shall at its
cost be obliged to collect the Material from the Premises within seven (7) days
of the date of delivery of a written notice from Rand Refinery declining to
accept the Material. Any costs incurred by Rand Refinery related to melting,
assaying, transporting and/or the removal of the Material from the Premises,
shall be for the account of the Depositor. 10.3If
Rand Refinery refuses to accept the Material delivered to the Premises for any
of the reasons as set out in clause 10.1.3 above, Rand Refinery shall be
entitled to dispose of the Material in such manner as it deems fit and to furnish
relevant information in respect of the Material and/or the Depositor to the
relevant authorities. 11.FEES AND CHARGES 11.1Fees
and charges for services rendered by Rand Refinery in execution of this
Contract shall be as set out in Annexure A. 11.2Any
and all additional costs and charges related to transport services may also be
incurred and shall be recoverable in full from the Depositor. 11.3All
fees, charges and costs shall be invoiced and the invoices shall be paid by the
Depositor within 15 Business Days from date of invoice. 11.4The
Depositor shall be liable to pay all taxes, duties or other governmental fees
or charges which may at any time be imposed by any government or any regulatory
body in respect of: 11.4.1Material
processed in terms of this Contract; 11.4.2the
documents relating thereto; 11.4.3the
production, extraction, sale, use, export or transport of the Material in or
from South Africa, and/or 11.4.4the
proceeds or value of the Material;  and 11|Page


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11.4.5the
fees and charges charged by Rand Refinery. 11.5The
Depositor hereby indemnifies and holds Rand Refinery harmless against any
payment obligation of any and all taxes, duties or other government fees or
charges in respect of the sale and purchase, processing, handling, transport,
export or import relating to the Material. 11.6Any
amount falling due for payment by either Party to the other in terms of or
pursuant to this Contract which is not timeously made shall: 11.6.1bear
interest at the ruling South Africa Prime Rate, plus a margin of two percent
(2%) per annum, calculated from the due date for payment until the date such
amount is paid in full; and 11.6.2the
interest shall be compounded monthly in arrears from the end of the month
during which such interest is first calculated. 11.7Rand
Refinery shall annually review and adjust thefees payable to it in terms of Annexure A as
well as the date upon which such amendment shall take effect.  Such adjustment
shall be deemed to have been accepted by the Depositor unless the Depositor
notifies Rand Refinery, in writing, within 3 days of receipt of such notice of
amendment of its objection to same in which event the Parties shall meet to
reach agreement within 10 Business Days of the date of delivery of the
objection notice. 11.8If
the Parties cannot reach agreement on an adjustment of the price,Rand Refinery shall be entitled to terminate this
Contractby givingthirty (30) days’
written notice. 12.METAL CREDIT PAYABLE TO DEPOSITOR 12.1The
metal credit payable to the Depositor in terms of this Contract shall be set
out in Annexure A. 12.2Rand
Refinery shall inform the Depositor of the Payable Gold and Payable Silver in
the form of a Precious Metal Receipt Voucher (“PMR”) which shall be
emailed to the Depositor. 13.CREDIT OR SALE OF PAYABLE GOLD AND
PAYABLE SILVER ON BEHALF OF DEPOSITOR 13.1The
Depositor shall provide written or telephonic instructions to Rand Refinery as
to whether the Depositor wishes to use Rand Refinery, acting as its agent, or,
a third party, to sell the Payable Gold and/or Payable Silver; provided that
where instructions are provided telephonically the Parties shall be entitled to
make and retain electronic recordings of such telephone conversations 12|Page


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and shall be entitled to use these as evidence in any
litigation or arbitration proceedings between the Parties. 13.2Should
a third party sell the Payable Gold and Payable Silver on behalf of the
Depositor, an administration transfer fee as set out in Annexure A shall be
levied by Rand Refinery. 13.3Should
the Depositor instruct Rand Refinery to sell the Payable Gold, Rand Refinery
shall endeavour to sell the estimated Payable Gold arising from a Deposit on
the day the Material is delivered at the Delivery Place, provided
that such Material arrives at the Delivery Place prior to 11:00 and
processed for receipt by Rand Refinery ERP system before 15:00 on a Business
Day.  Should the Material be delivered after 11:00 or not be processed on Rand
Refinery ERP system before 15:00, it shall be sold on the next Business Day. 13.4Should
the Depositor request Rand Refinery to sell the Payable Silver, Rand Refinery
shall endeavour to sell the Payable Silver arising from the Deposit  during the
calendar month following the calendar month in which the assay has been
concluded. 14.PRICING OF PAYABLE GOLD OR PAYABLE SILVER FOR SALE 14.1The Gold shall be priced based on either the AM or PMLBMA
Gold Price, as agreed between the Parties. 14.2The
Silver shall be priced with reference to the LBMA Silver Price. 14.3Should
Rand Refinery be responsible for the sale of the US$, the US$ proceeds shall be
sold at the then prevailing R/$ exchange rate as quoted by Rand Refinery’s
South African bankers. 15.PAYMENT TO DEPOSITOR 15.1Should
Rand Refinery be responsible for the sale of the Payable Gold and Silver, upon
receipt of the proceeds from the sale of the Payable Gold or Payable Silver,
and dependant on the assay conclusion or release of Material by Rand Refinery,
Rand Refinery shall make payment to the Depositor’s Designated Account by
electronic funds transfer less any and all amounts due and owing to Rand
Refinery. All payments by Rand Refinery to the Depositor shall be
made into the Designated Account within two (2) Business Days after the
price for the Payable Gold or Payable Silver has been finally determined in
terms of this clause 15 read with clause 14. 15.2Should
an assay conclusion not be agreed to by both Parties, Rand Refinery may pay the
Depositor the gold and/or silver based on the lower of the two assays, pending
receipt of the 13|Page


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Umpire result. In this case, Rand
Refinery shall make relevant adjustments, if necessary, upon finalisation of
the assay conclusion. 16.SET-OFF 16.1Rand
Refinery shall be entitled to offset any and all amounts due and owing to it
and which remains outstanding as the date of payment (including those
liabilities of a subsidiary, save as otherwise previously agreed) against
amounts due and payable to the Depositor by Rand Refinery. 16.2Notwithstanding
Rand Refinery's right to set-off as contemplated in clause 16.1 above, any
disputes between the Parties with regard to amounts due and payable by one to
the other shall be resolved in accordance with the provisions of clause 27. 17.CHANGE OF MARKET CONDITIONS 17.1If,
during the term of this Contract, any of the underlying market conditions
(including such charges as freight, insurance or interest rates) change
significantly in such a way as to have any impact on the agreed charges and
fees, the Parties shall renegotiate the relevant terms of the Contract in good
faith. 17.2Should
the Parties be unable to reach agreement on the proposed amendments referred to
in clause 17.1 above, Rand Refinery shall have the right to terminate this
Contract with thirty (30) days’ prior written notice. 18.CONFIDENTIALITY 18.1The
Parties shall hold confidential all information acquired by them under this
Contract from each other and neither Party shall without the prior written
consent of the other Party hereto, disclose to any third person any such
information. 18.2Notwithstanding
the provisions of clause 18.1, the Parties accept and consent that from time to
time a Party may be required by law or by legislation or a court order or may
be requested by a government department or agency, fiscal body, enforcing
authority or regulatory authority to disclose information acquired under this
Contract. 18.3A
Party having to comply with the provisions of clause 18.2, shall prior to such
disclosure inform the other Party forthwith thereof in writing.  14|Page


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19.INDEMNITY 19.1The
Indemnitee hereby indemnifies and holds the Indemnitor harmless from and
against any loss or damage sustained by the Indemnitor arising directly or
indirectly from (i) the Indemnitee’s failure to comply with any of its
obligations under this Contract, or (ii) incurred by the Indemnitor in
enforcing its rights in terms of this Contract. For the avoidance of doubt
“Indemnitee” means the Party, other than the Indemnitor, to the extent that it
relies upon the indemnity of the Indemnitor in terms of this Contract and
“Indemnitor” means either of the Parties to the extent that it indemnifies the
other in terms of this Contract.   19.2The
Indemnitee agrees to and hereby indemnifies the Indemnitor and holds it
harmless from and against any and all claims arising out of personal injuries,
illness, death, loss of property or damage to property suffered the Indemnitor
or the Indemnitee's employees, sub-contractors or agents (and their respective
employees), as the case may be, arising from this Contract or the processing of
the Material. 19.3The
Indemnitee agrees to and hereby indemnifies the Indemnitor and holds it
harmless against all loss, liability, damage and expense (including legal costs
on the scale as between attorney and own client and disbursements), incurred by
the Indemnitor as a result of any breach by the Indemnitee of the terms hereof,
including any of the undertakings and/or warranties given by the Indemnitee to
the Indemnitor in terms of this Contract. 19.4Neither
Party shall be liable for any indirect, special or consequential losses or
damages of any kind or description whatever and however arising and suffered as
a result of a breach by either Party of the terms of this Contract. 20.BUSINESS ETHICS The
Parties shall establish and maintain appropriate business standards, procedures
and controls including those necessary to avoid any real or apparent
impropriety or to prevent any action or conditions which could result in
conflict with the Parties’ best interests. 22.METAL GAIN SALES If
duringthe refining processes
Rand Refinery accrue metal gains or losses, such gain or lossshall be for its account.If
pursuant tothe sale of Gold and
Silver onbehalf of the DepositorRand Refinery 15|Page


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realises
a loss or a gain and provided it will have conducted same strictly in
accordance with theterms and conditions
contained herein,suchgains and losses shall be for its own account. 23.REPRESENTATIONS AND WARRANTIES 23.1The
Parties represent and warrant that: 23.1.1each
of them has the full power and authority to enter into and execute this
Contract; and 23.1.2each
of them has no knowledge of any reason which might result in it being unable to
fulfil its obligations in terms of this Contract; and 23.1.3the
conclusion of this Contract shall not infringe or violate the laws of the country
in which it is registered and incorporated or in the country in which it does
business and to which it is subjected. 23.2The
Depositor further represents and warrants that: 23.2.1it
is in possession of all licences, permits and authorisations to allow it to have
the Material processed in terms of this Contract; and 23.2.2it
has complied with and shall continue to comply with all relevant statutory
requirements in respect of the processing of the Material. 23.3This
Contract is entered into by the Parties relying on the warranties set out in
this clause and otherwise given to them by the other Party in terms of
this Contract, each of which is deemed to be a material warranty inducing the
other Partyto enter into this Contract. 24.RESPONSIBLE GOLD REPRESENTATIONS AND WARRANTIES The
Depositor further represents and warrants that: 24.1it
is the owner or lawful possessor of the Material delivered to Rand Refinery; 24.2in
line with the requirements of the OECD Due Diligence Guidelines for Supply
Chains from Conflict Affected and High Risk Areas, the Material has not been
sourced or transported using child labour, unacceptable environmental practices
or in favour of any non-government armed forces; and 24.3the
Depositor has all permits and authorities required to extract and deliver the
Material to Rand Refinery. 16|Page


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25.BREACH OF CONTRACT 25.1Notwithstanding
anything to the contrary contained in this Contract, the following events shall
constitute a material breach of this Contract: 25.1.1failure
to comply with any material provision going to the root of this Contract and
failure to remedy such breach within fourteen (14) days after receiving written
notice from the non-defaulting Party requiring the defaulting Party to remedy
such breach; 25.1.2failure
to comply with a provision of this Contract and the defaulting Party is unable
to rectify 25.1.3the
breach; 25.1.4a
Party, which is a corporate entity, being wound up, liquidated, or proposes to
pass a resolution to place it under business rescue, whether provisionally or
finally and whether voluntarily or compulsorily; 25.1.5a
Party committing an act of insolvency; 25.1.6a
Party ceasing or threatening to cease to carry on its normal line of business; 25.1.7a
Party breaching any one or more of the warranties furnished by it in terms of
this Contract. 25.2Should
a breach of any of the provisions of this Contract occurs, the non-defaulting
Party shall be entitled, without prejudice to its other rights in law, to
immediately terminate this Contract or to claim immediate specific performance
of all of the defaulting Party's obligations whether or not due for
performance, in either event without prejudice to the non-defaulting Party's
right to claim damages. 26.FORCE MAJEURE If
either Party is prevented or restricted directly or indirectly from carrying
out all or any of its obligations under this Contract by reason of strike,
lock-out, fire, explosion, floods, riot, war, accident, act of God, embargo,
legislation, shortage of or a breakdown in transportation facilities, civil
commotion, unrest or disturbances, cessation of labour, government interference
or control, or any other cause or contingency beyond the control of that Party,
the Party so affected shall be relieved of its obligations hereunder during the
period that such event and its consequences continue but only to the extent so
prevented and shall not be liable for any delay or failure in the performance
of any obligations 17|Page


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hereunder or loss or damages either
general, special or consequential which the other Party may suffer due to or
resulting from such delay or failure, provided always that written notice shall
forthwith be given of any such inability to perform by the affected Party.  Any
Party invoking force majeure shall upon termination of such event giving rise
thereto forthwith give written notice thereof to the other Party.  Should such
force majeure continue for a period of more than 90 days then the Party who
shall not have invoked the force majeure shall be entitled forthwith to cancel
this Contract in respect of any obligations still to be performed hereunder. 27.DISPUTE RESOLUTION AND EXPERT DETERMINATION 27.1If
a technical dispute arises between the Parties regarding the results of an
assay, both the Parties, or either of them, may refer the dispute to the
Umpire. The decision of the Umpire (including his decision with regard to the
proportions in which the Parties shall bear the costs of his determination),
shall be binding on the Parties. The Parties may require the Umpire to furnish
them with a confidentiality undertaking. 27.2Any otherdispute arising out of or in
connection with this Contract, including any question regarding its existence,
validity or termination thereof, shall be referred for resolution firstly by
way of negotiation and in the event of that failing, by way of mediation and in
the event of that failing by way of arbitration under the Rules of the
Arbitration Foundation of Southern Africa. 27.3The language of any dispute resolution process shall be
Englishand the arbitration shall be conductedin camera. 27.4The
arbitrator shall make a determination as to the liability for the cost and his
determination shall be final and binding on the Parties. 27.5This
dispute resolution clause shall not preclude a Party from seeking urgent relief
in a court with competent jurisdiction in South Africa. 28.COUNTERPART AND FACSIMILE/E-MAIL EXECUTION This
Contract may be executed in any number of counterparts, each of which shall be
deemed an original of this Contract and which together shall constitute one and
the same instrument; provided that neither Party shall be bound to this
Contract unless and until both Parties have executed a counterpart. A signature
page signed by a Party and sent by facsimile or e-mail to the other Party shall
be deemed to be valid as an original and shall be binding between the Parties.  18|Page


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29.SEVERABLE PROVISIONS Each
and every provision of this Contract shall be considered severable and if any
provision is determined to be invalid, unenforceable or illegal under any
existing or future law, such invalidity, unenforceability or illegality shall
not impair the operation of or affect those portions of this Contract that are
valid, enforceable and legal. 30.SURVIVAL In
the event of termination or expiration of this Contract, the provisions
pertaining to warranty, indemnity, confidentiality, insurance, disclaimer of
consequential damages, dispute resolution and governing law shall remain in
full force and effect. 31.GENERAL PROVISIONS 31.1This
Contract and the attachments hereto constitute the entire Contract between the
Parties and supersede all prior negotiations, representation or agreements
related to this Contract, either written or oral, and there are no collateral
or other statements, understandings, covenants, contracts, representatives or
warranties, written or oral, relating to the subject matter of this Contract.
Neither Party shall be bound by any representation, warranty or promise not
recorded in this Contract. 31.2No
addition to, variation of or agreed cancellation of this Contract shall be of
any force or effect unless reduced to writing and signed by or on behalf of the
Parties. 31.3No
indulgence which any Party may grant to any other shall constitute a waiver of
any of the rights of the grantor, who shall not thereby be precluded from
exercising any rights against the grantee which may have arisen in the past or
which might arise in the future. 31.4This
Contract shall be interpreted and governed in all respects by the laws of the
Republic of South Africa. 31.5Neither
Party shall be entitled to cede, transfer, assign or burden any of its rights
or delegate any of its obligations under this Contract without the prior
written consent of the other Party. 32.RIGHTS OF THIRD PARTIES The
Parties agree that no provision of this Contract is intended to confer any
benefit on or may be enforceable by any person who is not a party to this
Contract and the rights of such third party are hereby expressly excluded.  19|Page


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33.NOTICES 33.1The
Parties choose the addresses below at which notices in connection with this
Contract and/or documents in legal proceedings in connection with this Contract
may be served (domicilium citandi et executandi): Rand Refinery (Pty)
Ltd: Refinery
Road Industries West Germiston 1401 E-mail: gold@gold.co.za Fax: +2711 418 9231   Depositor: the physical
address as set out in schedule 1.  33.2A
notice may be delivered by hand, by post or sent by fax or by email. Without
prejudice to the foregoing, any notice shallprima faciebe deemed to
have been received after ten (10) days if sent by prepaid registered post, on
the next Business Day at the place to which it is sent by fax, or at the time
of the delivery, if delivered by hand on a Business Day or when the email
message is available to be read on the recipient’s IT network during normal
business hours, if sent by email. 33.3A
Party may change its address to another physical address by notice in writing
to the other Party.  20|Page


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ACCEPTANCE
OF THE ABOVE TERMS AND CONDITIONS    Signed
  on behalf of Rand Refinery (Pty) Ltd at .......................................on
  .....................................
  20..
  
  Name.......................................
  
  Designation..............................
  
  Signature.................................
  
  Who
  warrants that he/she is duly authorised hereto.
  
  Name.......................................
  
  Designation..............................
  
  Signature.................................
  
  Who
  warrants that he/she is duly authorised hereto.
 Signed
  on behalf of the DRDGOLD Limited
  at
  ..........................................on
  ........................................
  20..
  
  Name..........................................
  
  Designation.................................
  
  Signature....................................
  
  Who
  warrants that he/she is duly authorised hereto.
  
  Name..........................................
  
  Designation.................................
  
  Signature....................................
  
  Who
  warrants that he/she is duly authorised hereto.
   21|Page


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Signed
  on behalf of Ergo Mining Proprietary Limited
  at
  ..........................................on
  ........................................
  20..
  
  Name..........................................
  
  Designation.................................
  
  Signature....................................
  
  Who
  warrants that he/she is duly authorised hereto.
  
  Name..........................................
  
  Designation.................................
  
  Signature....................................
  
  Who
  warrants that he/she is duly authorised hereto.
   22|Page


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Annexure
A: VARIABLE CLAUSES,
FEES, CHARGES AND METAL CREDIT   1.Depositor:
Any of the entities referred to in schedule 1 attached hereto, being companies
duly registered and incorporated in accordance with the company laws of the
Republic of South Africa, having their principal places of business as listed
in schedule 1. 2.Mines: means
all mines operated by the Depositors (as per Schedule A) 3.Delivery Place: Helipad at Rand Refinery,
Germiston. 4.Quality of Material: The Depositor undertakes
that the quality of the Material delivered to Rand Refinery shall comply with
the following minimum specifications: Element
 Expected Range
 Min
 MaxAu
 81.42%
 30.00%
 100%Ag
 9.84%
 1.00%
 15.00%Fe
 2.03%
 0.00%
 5.00%Cu
 3.38%
 0.00%
 15.00%Zn
 0.37%
 0.00%
 5.00%Pb
 2.09%
 0.00%
 5.00%Ni
 0.43%
 0.00%
 5.00%As
 0%
 0.00%
 5.00%Cd
 0%
 0.00%
 5.00%Hg
 0%
 0.00%
 0.00%
   3.1percentage Gold:  Estimated between 30%
and 100%. 3.2percentage Silver:             Estimated
between 1% and 15%. 3.3Impurities: Estimated between 0% and 15%
various base metals.  23|Page


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5.REFINING FEES AND METAL CREDIT FOR GOLD BEARING
REFINERY MATERIAL (these Refining Fees and Metal Credit shall be valid until 31
August 2018) Deposit
  Type
 Refining
  fee (R/Gross Kg)
 Minimum
  Refining fee
 Loco
  Germiston Au fee (US$/payable oz)
 Loco
  Germiston Ag fee (US$/payable oz)
 Administration
  Transfer fee (R/payable oz)
 Re-sampling
  fee (re-melt fee)/kg gross weight
 Re-assay
  fee/lotBullion
 R224.00
 R3 203.00
 US$0.68
 US$0.45
 R1.07
 R117.00
 R7,176.00Silver material
 R224.00
 R3 203.00
 
 US$0.45
 R1.07
 R117.00
 R7,176.00
  Deposit
  Type
 Metal
  credit Au
 Metal
  credit Ag>90%
  Au
 90%
  - 80% Au
 80%
  - 60% Au
 60%
  - 40% Au
 40%
  - 30% Au
 <30%
  AuBullion
 99.90%
 99.80%
 99.60%
 99.00%
 98.00%
 95.00%
 95.00%Silver material
 
 
 
 
 
 
 95.00%
  6.Should
the Material contain less than 30% gold, the Depositor is obliged to inform
Rand Refinery accordingly before delivery of the product to Rand Refinery. Rand
Refinery reserves the right to reject the deposit. 7.ADMINISTRATION TRANSFER FEE  The
fee is due and payable to Rand Refinery by the Depositor in respect of metal
transferred from the Depositor’s metal account to a 3rd party metal
account Loco Germiston.  8.DELETERIOUS
ELEMENTS  7.1The
Material shall not contain any volatile organics or other combustibles or
extraneous Material. 7.2       Should any of the elements as specified below
exceed the maximum permitted levels, it must be notified and agreed between the
parties prior to shipment. 7.3       Fees will apply for such deleterious elements,
where the maximum permitted levels are exceeded. 7.4       Rand Refinery reserves the right to refuse
acceptance of any product with deleterious elements it might not, in terms of
its ISO14000 certification, be able to treat. 7.5       The presence of impurities that are deleterious
to Rand Refinery’s processing facilities are listed below and should the
material be outside of the agreed quality, Rand Refinery reserves the right to
reject the Material or apply the following penalties: 24|Page


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7.6       The following
additional treatment fees will be charged per kilogram for every element
exceeding the permitted level:  Deleterious Elements
 Maximum Permitted Level (%)
 Penalty charge for each 1 % or part thereof
  of deleterious element in excess of the Maximum Permitted Level, per kg of
  material deliveredIron
  (Fe)
 1.00
 R
  1,282.00Copper
  (Cu)
 7.00
 R   
  499.00Zinc
  (Zn)
 2.00
 R
  2,269.00Lead
  (Pb)
 1.00
 R
  2,523.00Nickel
  (Ni)
 0.50
 R
  1,282.00Arsenic
  (As)
 0.20
 R
  2,674.00Cadmium
  (Cd)
 0.20
 R
  2,674.00Mercury
  (Hg)
 Not
  accepted
 9.In the event of any dispute and the Material is
returned to the Depositor a fee to cover costs of ZAR 2,250.00 per Deposit
shall be raised by Rand Refinery
against the Depositor. 10.All the charges referred to in this Annexure
shall be exclusive of Value-added Tax, which shall be levied by Rand Refinery
additionally at the rate prevailing as at the invoice date. 11.All USD charges shall be converted at the ruling
exchange rate and payable in ZAR.   25|Page


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SCHEDULE 1: LIST OF DEPOSITORS 1.DRDGOLD
Limited Registration no.
1895/000926/06, a company duly registered and incorporated in accordance with
the company laws of the Republic of South Africa, having its principal place of
business at Place of business: 1 Sixty Jan Smuts Buildng, 2nd Floor, North
Tower, 160 Jan Smuts Avenue, Rosebank, 2196, E-mail: mark.burrell@drdgold.com,
Riaan.davel@drdgold.com , Fax: +27 86 524 3061 2.Ergo
Mining Proprietary Limited Registration
no. 2007/004886/07, a company duly registered and incorporated in accordance
with the company laws of the Republic of South Africa, having its principal
place of business at 183 Vlakfontein Road, Vulcania, Brakpan Mines / plants / operations:
Ergo, City Deep, Knights and Crown Plants  26|Page


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ANNEXURE B – DETAILS OF UMPIRE   1.Inspectorate
International Limited 2 Perry Road, Witham Essex, CM8 3TU United Kingdom   2.ALS
Minerals Division | Inspection Caddick Road Knowsley Business Park Prescot L34 9HP United Kingdom  27|Page


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ANNEXURE C – HIGH LEVEL
SCHEMATIC OF DEPOSITING PROCESS   28|Page


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ANNEXURE D – CONTACT
LIST  Rand Refinery Scenario
 RR Officer
 RR EmailWeight
  Variance Notice
 Customer
  Liaison Officer – Eval.
 ItumelengM@gold.co.zaWeight
  Variance Notice Escalated
 Snr
  Mgr. Evaluation
  Technical
  Assurance & SHEQ Exec.
 Johand@gold.co.za
  Terancen@gold.co.zaCancellation
  Notice
 Snr
  Mgr. Evaluation
 Johand@gold.co.zaCancellation
  Notice
 Technical
  Assurance & SHEQ Exec.
 Terancen@gold.co.zaAssay
  Variance Notice
 Customer
  Liaison Officer – Eval.
 ItumelengM@gold.co.zaAssay
  Variance Notice Escalated
 Snr
  Mgr. Evaluation
  Technical
  Assurance & SHEQ Exec.
 Johand@gold.co.za
  Terancen@gold.co.zaTampering
  (seals, bar defects etc.)
 Might
  be observed by Security but communicated by Snr Mgr. Evaluation
 Johand@gold.co.zaTampering
  (seals, bar defects etc.)
 Technical
  Assurance & SHEQ Exec.
 Terancen@gold.co.za
  DRD  Knights plant – for Knights despatches  Josiah
Tshisevhe – josiah.tshisevhe@drdgold.com -Area Manager Jonathan
Smith – jonathan.smith@drdgold.com – Plant Engineer and 2IC  Ergo plant – for Ergo despatches  Geoffrey
Pollock – geoff.pollock@drdgold.com – Area Manager Sandile
Lamani – sandile.lamani@drdgold.com – Plant Superintendent and 2IC  Finance – to be included in all e-mails relating to
despatch queries  William
Pooe – william.pooe@drdgold.com – Financial Accountant Phathiswa
Koyo – phathiswa.koyo@drdgold.com – Gold Book Clerk  In the event of unsatisfactory responses from the plants  Mark
Burrell – mark.burrell@drdgold.com – Financial Director Ryno
Bornman – ryno.bornman@drdgold.com – Manager Financial and Management
Information Systems  29|Page


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