EXHIBIT 4.83
    
 
 
 
 
 
 UNDERWRITING AGREEMENT
      DRDGOLD LIMITED
      THE PERSONS REFERRED TO IN SCHEDULE 1 HERETO
      BAKER STEEL CAPITAL MANAGERS LLP


TABLE OF CONTENTS
 
 1.
 
 DEFINITIONS AND INTERPRETATION..................................................................... 4
 
 2.
 
 RESOLUTIVE CONDITIONS...................................................................................... 8
 
 3.
 
 SUBSCRIPTION....................................................................................................... 9
 
 4.
 
 CLAW-BACK OFFER...............................................................................................10
 
 5.
 
 ALLOTMENT AND ISSUE........................................................................................11
 
 6.
 
 COMMUNICATIONS................................................................................................12
 
 7.
 
 UNDERWRITING COMMISSION...............................................................................12
 
 8.
 
 WARRANTIES.........................................................................................................13
 
 9.
 
 INDEMNITY..............................................................................................................13
 
 10.
 
 UNDERTAKINGS BY DRDGOLD...............................................................................14
 
 11.
 
 BREACH..................................................................................................................15
 
 12.
 
 ADDRESSES FOR LEGAL PROCESSES AND NOTICES.............................................16
 
 13.
 
 GENERAL................................................................................................................17
 
 14.
 
 COSTS...................................................................................................................21
 
 
 Schedule 1:
 LIST OF UNDERWRITERS
 Schedule 2:
 WARRANTIES GIVEN BY DRDGOLD
 
 Schedule 3:
 WARRANTIES GIVEN BY THE UNDERWRITERS AND BSCM


3
 
 UNDERWRITING AGREEMENT
     DRDGOLD LIMITED
         THE PERSONS REFERRED TO IN SCHEDULE 1 HERETO
        BAKER STEEL CAPITAL MANAGERS LLP


4
 
 PREAMBLE:
                     THE PARTIES AGREE AS FOLLOWS:
   DEFINITIONS AND INTERPRETATION
        means the Companies Act, Act 61 of 1973, as amended, of the Republic of South Africa;
   means this Underwriting Agreement, including all of its Schedules;
   means any day other than a Saturday, Sunday or statutory holiday in  the Republic of  South Africa;
    means the circular which will be required in terms of the Listings Requirements of the JSE to be posted to the Shareholders in connection with the Claw-back Offer;


5
 
      means  the JSE  Securities Exchange South Africa;
   means  15  804 116  ordinary no par value shares in the authorised but unissued share capital of DRDGOLD;
       means the parties to this Agreement, and “Party” shall mean any of them, as the context may require;
    means all of the registered holders of ordinary shares  in the issued share capital of DRDGOLD;  and
   means the date of signature of this Agreement by the Party last signing it.


Agreement and the provisions of this Agreement, the provisions of this
 Agreement shall prevail;
 
 1.2.5
 if any provision in a definition is a substantive provision conferring
 rights or imposing obligations on any Party, notwithstanding that it
 appears only in this interpretation clause, effect shall be given to it as if
 it were a substantive provision of this Agreement;
 
 1.2.6
 references to a statutory provision include any subordinate legislation
 made from time to time under that provision and references to a
 statutory provision include that provision as from time to time modified
 or re-enacted as far as such modification or re-enactment applies, or is
 capable of applying, to this Agreement or any transaction entered into
 in accordance with this Agreement;
 
 1.2.7
 a “law” shall be construed as any law (including common law), statute,
 constitution, decree, judgment, treaty, regulation, directive, by-law,
 order or any other legislative measure or enactment of any
 government, local government, statutory or regulatory body or court
 and shall be deemed to include the rules and other requirements of
 any applicable stock exchange;
 
 1.2.8
 references in this Agreement to “clauses” and “Schedules” are to
 clauses of, and schedules to, this Agreement;
 
 1.2.9
 any reference in this Agreement to this Agreement or any other
 agreement, document or instrument shall be construed as a reference
 to this Agreement or that other agreement, document or instrument as
 amended, varied, restated, novated or substituted from time to time;
 
 1.2.10
 any word and expression defined in any part or clause of this
 Agreement other than in this clause  1  shall, unless the application of
 the word or expression is specifically limited to that section or clause in
 question, bear the meaning ascribed to the word or expression
 throughout this Agreement;


1.2.11
 unless otherwise provided, any number of days prescribed shall 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;
 
 1.2.12
 days and dates referred to in this Agreement are days and dates in the
 Republic of South Africa;
 
 1.2.13
 save to the extent expressly provided for, no provision of this
 Agreement constitutes a stipulation for the benefit of any person who is
 not a Party;
 
 1.2.14
 where figures are referred to in numerals and in words, if there is any
 conflict between the two, the words shall prevail; and
 
 1.2.15
 if any word or term is not defined in this Agreement but is defined in
 the Act, that word or term shall bear the definition assigned to it in the
 Act.
 
 1.3
 Specific Rules of Interpretation
 
 1.3.1
 The 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 the principles of eiusdem generis and noscitur a sociis
 shall not be applied in the interpretation of this Agreement.
 
 1.3.2
 The terms of this Agreement have been negotiated and  shall not be
 interpreted or construed to the disadvantage of a Party because that
 Party was responsible for or participated in the preparation of this
 Agreement (or any part of it) and the contra proferentem rule shall not
 be applied in the interpretation of this Agreement.


1.4
 Headings and Sub-headings
 
 All the headings and sub-headings in this Agreement are for convenience only
 and are not to be taken into account for the purposes of interpreting it.
 
 2.
 RESOLUTIVE CONDITIONS
 
 2.1
 Subject to clause 2.2, this Agreement shall take effect on the Signature Date
 but, save for the provisions of this clause 2 and clauses 1, 11, 12 and 13, shall
 fall away and be of no further force and effect if, by 31 May 2005, or such later
 date as DRDGOLD and BSCM may agree in writing prior to 31 May 2005, any
 one of the following resolutive conditions is fulfilled:
 
 2.1.1
 any documentation in respect of this Agreement and the Claw Back
 Offer which requires approval in terms of the Listings Requirements of
 the JSE is not duly approved by the JSE, or the JSE does not agree to
 list the Offer Shares;
 
 2.1.2
 any approvals and consents necessary to offer the Offer Shares for
 subscription within the United States of America have not been
 obtained;
 
 2.1.3
 any other regulatory approvals, including without limitation that of the
 South African Reserve Bank, necessary to implement this Agreement
 have not been obtained;
 
 2.1.4
 any documentation which is required to be registered by the Registrar
 of Companies in terms of the Act has not been duly registered; or
 
 2.1.5
 any statement which is required to be lodged with and registered by
 the Registrar of Companies in terms of section 80(1)(c)(ii) of the Act in
 respect of any payment to be made in terms of this Agreement has not
 been so lodged or registered.


2.2
 The condition contained in clause
  2.1.2  is  stipulated for the benefit of
 DRDGOLD alone and may accordingly be waived by it by written notice to that
 effect given to BSCM on or before 31 May 2005 or any later date as may be
 agreed between DRD and BSCM in terms of clause
  2.1.
 
 2.3
 If this Agreement is terminated in accordance with the provisions of clause
 2.1, then, subject to the provisions of clause
  2.5, no Party shall have any claim
 against any other Party pursuant to the fulfilment of any of the conditions.
 
 2.4
 DRDGOLD shall use reasonable  endeavours to ensure that the resolutive
 conditions referred to in clause 2.1 are not fulfilled. However, DRDGOLD shall
 not be obliged to institute any appeal or review proceedings whatsoever to
 ensure the non-fulfilment of those resolutive conditions.
 
 2.5
 If this Agreement is terminated in accordance with clause 2.1 or cancelled in
 accordance with clause 11.1:
 
 2.5.1
 DRDGOLD shall forthwith pay to the Underwriters any amounts paid to
 it by the Underwriters in terms of clause 3 by electronic transfer to the
 accounts notified in writing by BSCM to DRDGOLD.
 
 2.5.2
 Each of the Underwriters shall forthwith pay to DRDGOLD any
 amounts paid to it by DRDGOLD in terms of clause  7 by electronic
 transfer to the account referred to in clause 3.
 
 2.6
 No Party may apply the principle of set-off without the prior written consent of
 each of the other Parties.
 
 2.7
 Each Party shall sign all such documents and do everything else that may
 reasonably be required of it by the other Parties to ensure the non-fulfilment of
 the resolutive conditions referred to in clause
  2.1, and all of the Parties shall
 co-operate with each other in all respects to that end.
 
 3.
 SUBSCRIPTION


3.1
 Each of the Underwriters hereby severally agrees to subscribe for that number
 of Offer Shares set out adjacent to its name in Schedule 1 upon the terms of
 this Agreement.
 
 3.2
 The subscription price for the shares subscribed for shall be the Offer Price,
 payable as to 94% thereof (“the first payment”) within 2 (two) Business Days
 after the Signature Date and the balance on the date on which the Claw-back
 Offer closes for acceptances in terms of the Circular.
 
 3.3
 Against receipt of the first payment for the number of Offer Shares subscribed
 for by an Underwriter, DRDGOLD shall provisionally allot that number of Offer
 Shares to the  Underwriter concerned, and shall furnish to BSCM a certified
 copy of the resolution of DRDGOLD’s Board of Directors authorizing such
 provisional allotment.
 
 3.4
 The payments referred to in  this clause
  3 shall be made by electronic funds
 transfer to the following account:
 
    
    
    
   
   
 
 4.
 CLAW-BACK OFFER
 
 DRDGOLD shall execute all such documents and do everything else (including using
 reasonable endeavours to obtain all necessary consents in connection therewith) as
 may be  reasonably required to  extend  a renounceable  rights offer to all of  the
 Shareholders on the terms set out in this clause
  4.
 
 4.1
 Each Shareholder shall be offered the right to subscribe for 6 (six) of the Offer
 Shares at the Offer Price for every 100 ordinary shares in DRDGOLD held by
 that Shareholder.


4.2
 Each Shareholder shall be entitled to renounce its right to subscribe to anyone
 else.
 
 4.3
 The rights offer shall be expressed and contained in the Circular, which shall
 be posted to the Shareholders  without undue delay after DRDGOLD has
 received all the necessary regulatory approvals to proceed with the rights
 offer.
 
 4.4
 The Circular may contain provisions to the effect that the rights offer is not
 made within any particular jurisdiction or that Shareholders within any
 particular jurisdiction may not accept the rights offer.
 
 4.5
 The rights offer shall contain such other terms and conditions as DRDGOLD
 may require, provided that these terms and conditions shall not vitiate the
 provisions of clauses
  4.1, 4.2, 4.3 and 4.4.
 
 5.
 ALLOTMENT AND ISSUE
 The events set out in this clause 5 shall occur within 7 (seven) days of the date on
 which the Claw-back Offer closes for acceptances in terms of the Circular:
 
 5.1
 DRDGOLD  shall  allot and issue that number of the Offer Shares  subscribed
 and paid for pursuant to the  Claw-back Offer, and shall ensure that all
 amounts received in respect of such subscriptions are held separately from all
 other funds of DRDGOLD in a bank account established solely for such
 purpose, and that such subscription amounts are to be held to the order of the
 Underwriters and used first in satisfying in full DRDGOLD’s payment
 obligations under clause 5.3 below.
 
 5.2
 DRDGOLD shall allot and issue to the Underwriters, in the proportions set out
 in Schedule 1,  that number  of  the Offer Shares which have not been
 subscribed and paid for pursuant to the Claw-back Offer. If the implementation
 of this clause
  5.2 results in any of the  Underwriters becoming entitled to be
 allotted and issued with a fraction of a share, DRDGOLD shall be entitled to
 make such adjustments to the number of shares to be allotted and issued to


the  Underwriters in terms of this clause
  5.2 as may be equitable in the
 circumstances and necessary to eliminate such fraction.
 
 5.3
 DRDGOLD shall pay, by electronic transfer to the accounts notified in writing
 by BSCM to DRDGOLD, to each Underwriter an amount equal to the product
 of the  Offer Price and the difference between the number of shares
 subscribed for by  that  Underwriter in terms of clause
  3 and the number of
 shares issued to it in terms of clause
  5.2.
 
 5.4
 In the event that allotment and issue in terms of this clause 5 has not occurred
 by  22 August 2005  the underwriting obligations  of the Underwriters shall
 terminate, and all amounts paid by the Underwriters in terms of clause 3 shall
 be repaid by DRDGOLD to the Underwriters mutatis mutandis in accordance
 with clause 5.3 and shall immediately be due.
 
 6.
 COMMUNICATIONS
 
 6.1
 DRDGOLD  shall, within a reasonable time after receiving a request from
 BSCM, inform  BSCM of the number of Offer Shares which have been
 subscribed and paid for  pursuant to the  Claw-back Offer insofar as such
 information is known  to DRDGOLD.  DRDGOLD  shall use reasonable
 endeavours to ensure the accuracy of the information given to BSCM but shall
 not otherwise be bound to ensure the correctness thereof.
 
 6.2
 DRDGOLD  shall  inform BSCM of  the  total number of shares which are
 subscribed for pursuant to the  Claw-back Offer  as soon as practicable after
 that number becomes known to DRDGOLD.
 
 6.3
 BSCM shall be entitled to make the requests referred to in clause
  6.1 from
 time to time, but not so frequently as may be unreasonable.
 
 7.
 UNDERWRITING COMMISSION
 
 7.1
 In consideration of each Underwriter subscribing for shares in terms of clause
 3,  DRDGOLD  shall,  on the date on which the Claw-back Offer closes for


acceptances in terms of the Circular, pay to each Underwriter a commission of
 an amount equal to 6% of the amount payable by that Underwriter in terms of
 clause
  3.
 
 7.2
 In the event that the Offer Shares are not allotted and issued, whether under
 the Claw-back Offer or to the Underwriter pursuant to clause 5 on or before 12
 July 2005, DRDGOLD shall for each seven day period commencing at 12.01
 a.m. on the next following day, pay each Underwriter a further commission of
 an amount equal to 0.25% of the amount payable by that Underwriter in terms
 of clause 3, in each case within 5 (five) Business Days of the end of the
 relevant seven day period, but so that the total further commission payable
 under this clause 7.2 shall not amount in aggregate to more than 0.75% of the
 amount payable by that Underwriter in terms of clause 3.
 
 8.
 WARRANTIES
 
 8.1
 DRDGOLD  hereby gives  the  Underwriters  the warranties  contained in
 Schedule 2.
 
 8.2
 The Underwriters and BSCM hereby severally give DRDGOLD the warranties
 contained in Schedule 3.
 
 9.
 INDEMNITY
 
 DRDGOLD hereby indemnifies each of the Underwriters and BSCM against all claims
 of any nature whatsoever made against the Underwriters or BSCM in any jurisdiction
 in which the Claw-back Offer is made, which arise out of this  Agreement  including
 (without limitation) any claim resulting from any loss, damage, liability, cost, charge or
 expense incurred by BSCM or any of the  Underwriters as a result of investigating,
 preparing, disputing, defending or settling any actual or potential claim or mitigating
 any loss on its part and, in particular, any claims:
 
 9.1
 which arise out of the inclusion of any untrue information in, or the omission of
 any required information from, the Circular;


9.2
 which arise directly out of the carrying out by or on behalf of BSCM or any of
 the  Underwriters of  that party’s obligations under or in connection with this
 Agreement, save for those which arise from the breach by any of the
 Underwriters of any law or contract;
 
 9.3
 which arise out of an actual breach by  DRDGOLD  of any provision of  this
 Agreement;
 
 9.4
 which arise out of the failure or alleged failure by DRDGOLD to comply with all
 applicable laws and regulations in any jurisdiction in which the Claw-back
 Offer is made in relation to the Claw-back Offer; or
 
 9.5
 which arise in any other connection with the Claw-back Offer, save for those
 which arise from the breach by any of the Underwriters of any law or contract.
 
 10.
 UNDERTAKINGS BY DRDGOLD
 
 DRDGOLD  hereby undertakes that it  will  not, without the prior written consent of
 BSCM (which consent shall not be unreasonably withheld or delayed), in the 6 (six)
 months following the Signature Date:
 
 10.1
 issue in the aggregate such number of ordinary shares as exceeds 5% (five
 per cent) of the  total number of shares in the  issued share capital of
 DRDGOLD as at the Signature Date, provided that:
 
 10.1.1
 this provision shall not apply to any shares which are to be issued in
 terms of any other agreement entered into by DRDGOLD with BSCM
 or any of the Underwriters, nor shall such shares be reckoned for the
 purposes of  determining the aggregate number of ordinary shares
 which are issued during this period;
 
 10.1.2
 this provision shall not apply to any shares which are to be issued
 under the DRDGOLD Share Option Scheme or issued pursuant to the
 exercise of options granted in terms thereof, nor shall such shares be


reckoned for purposes of determining the aggregate number of
 ordinary shares which are issued during this period; and
 
 10.1.3
 this provision shall not apply to any shares which are to be issued as
 repayment under any contract of loan or other debt facility entered into
 prior to the Signature Date, nor shall such shares be reckoned for
 purposes of determining the aggregate number of ordinary shares
 which are issued during this period;
 
 10.2
 borrow, in the aggregate, more than  5% (five per cent) of the value of its
 market capitalisation at the time at which such borrowing is to be made, which
 borrowings shall be calculated with the exclusion of DRDGOLD’s current debt
 facilities of US$50 000 000 (fifty million United States Dollars).
 
 11.
 BREACH
 
 11.1
 If any of the Underwriters breaches any of the provisions of clause ?3 and fails
 to remedy such breach within 2 (two) days after receiving written demand from
 DRDGOLD to do so, DRDGOLD shall be entitled to cancel this Agreement on
 written notice to BSCM (such that the provisions of clause 2.5 shall take
 effect).
 
 11.2
 Subject to the provisions of clause
  11.1, if any Party (“the defaulting Party”)
 commits any breach of this Agreement, then no other Party shall be entitled to
 cancel it unless the breach is material and goes to the root of the contract and
 cannot be remedied adequately by the payment of damages and, being such
 a breach, it is not remedied or is not capable of being remedied by specific
 performance within a reasonable time (which shall not be less than 30 (thirty)
 days) after the defaulting Party receives written notice from any other Party to
 remedy the breach.
 
 11.3
 The respective remedies of the Parties in terms of this clause
  11 shall not be
 exhaustive and shall be in addition and without prejudice to any other
 remedies they may have under or in consequence of this Agreement.


16
 
  ADDRESSES FOR LEGAL PROCESSES AND NOTICES
       Kingsbury House 15-17 King Street London SW1Y 6QU United Kingdom
        45 Empire Road Parktown
    Fax: +27-11-482 1022


provided it was delivered to a responsible person during ordinary business
 hours.
 
 12.5
 Each notice by telefax  or email  to a Party at the telefax number  or email
 address specified for it in clause
  12.1 shall be deemed to have been received
 (unless the contrary is  proved) within 4 (four) hours of transmission if it is
 transmitted during normal business hours of the receiving Party or within 4
 (four) hours of the beginning of the next Business Day at the destination after
 it is transmitted, if it is transmitted outside those business hours.
  12.6
 Notwithstanding anything to the contrary in this clause
  12, a written notice or
 other communication actually received by a Party shall be adequate written
 notice or communication to it notwithstanding that the notice was not sent to or
 delivered at its chosen address.
 
 12.7
 A Party may by written notice to the other Party change its address, telefax
 number or email address for the purposes of clause
  12.1 to any other address
 (other than a post office box number),  telefax number or email address,
 provided that the change shall become effective on the seventh day after the
 receipt of the notice.
 
 13.
 GENERAL
 
 13.1
 Severance
 
 If any provision of this Agreement, which is not material to its efficacy as a
 whole,  is rendered void, illegal or unenforceable in any respect under any
 law, the validity, legality and enforceability of the remaining provisions shall
 not in any way be affected or impaired thereby and the Parties shall
 endeavour in good faith to agree to an alternative provision to the void, illegal
 or unenforceable provision.


13.2
 Survival of Rights, Duties and Obligations
 
 Termination of this Agreement for any cause shall not release a Party from
 any liability which at the time of termination has already accrued to such Party
 or which thereafter may accrue in respect of any act or omission prior to such
 termination.
 
 13.3
 Whole Agreement
 
 
 This Agreement (together with any documents referred to in this Agreement)
 supersedes any previous agreement between the Parties in relation to the
 matters dealt with in this Agreement and represents the entire understanding
 between the Parties in relation to the matters dealt with in this Agreement.
 
 13.4
 Waiver and Forbearance
 
 The rights of any Party shall not be prejudiced or restricted by any indulgence
 or forbearance extended to another Party and no waiver by any Party in
 respect of any breach shall operate as a waiver in respect of any subsequent
 breach.
 
 13.5
 Non Variation
 
 Save as otherwise expressly provided no agreement to amend, add to or
 otherwise vary or waive any provisions of this Agreement or to cancel or
 terminate it shall be effective unless made in writing and duly signed by the
 Parties or on their behalf by their duly authorised agents.
 
 13.6
 Assignment
 
 13.6.1
 Save as otherwise expressly provided in this Agreement,  and more
 particularly in clause
  13.6.2, no Party may cede or delegate any of its
 rights or obligations hereunder without the prior written consent of the
 other Parties.


13.6.2
 Notwithstanding clause
  13.6.1, any  Underwriter may cede  and
 delegate, in whole or in part, any of its rights and obligations to any one
 or more of the other  Underwriters, subject only to  prior  written
 notification to all the other Parties and to the rights ceded and
 obligations delegated being dealt with as indivisible from each other, so
 that no right may be ceded without delegation of the corresponding
 obligations or vice versa.
 
 
 13.7
 Further Assurance
 
 Each Party shall co-operate with the other Party and execute and deliver to
 the other Party  such other instruments and documents and take such other
 actions as may be reasonably requested from time to time in order to carry
 out, evidence and confirm its rights and the intended purpose of this
 Agreement.
 
 13.8
 Counterparts
 
 This Agreement may be signed in any number of counterparts, all of which
 taken together shall constitute one and the same instrument.  A Party may
 enter into this Agreement by signing any such counterpart.
 
 13.9
 Announcements
 
 13.9.1
 Subject to clause
  13.9.2, no announcement, communication or
 circular concerning the transaction referred to in this Agreement shall
 be made or despatched at any time (whether before or after  the
 implementation of this Agreement) by  any Party without the prior
 written consent of the other  Parties (such consent not to be
 unreasonably withheld or delayed).
 13.9.2
 Where the announcement, communication or circular is required by
 law or any regulation or rule of any stock exchange or other
 regulatory authority, it shall be made by the  Party concerned only


after reasonable consultation, if practicable, with the other and, so far
 as practicable, taking into account the reasonable requirements (as to
 timing, contents and manner of making or despatch of the
 announcement, communication or circular) of the other.
 
 13.10
 Confidentiality
 
 13.10.1
 Any communication between DRDGOLD and any of the other Parties which is
 marked confidential or which is of a commercially sensitive, proprietary or
 confidential nature will be kept strictly confidential by the Party receiving such
 communication.
 
 13.10.2
 Each  Party  shall take reasonable precautions to ensure that its officers and
 employees and the officers and employees of each of its subsidiaries comply
 with the provisions of this clause and that none of such individuals discloses
 any term of this Agreement, or discloses or uses any confidential information
 which it acquires in connection with this Agreement or in connection with the
 negotiations leading up to the same, unless the other Parties agree.
 
 13.10.3
 Nothing in this clause will prevent the disclosure of any information where the
 same has been disclosed or might reasonably be expected to be disclosed in
 any circular to shareholders or other public document or where required by
 law or any regulation or rule of any stock exchange or other regulatory
 authority, save that in the latter event, such disclosure shall be made by the
 party concerned only after reasonable consultation, if practicable, with the
 other and, so far as practicable, taking into account the reasonable
 requirements (as to timing, contents and manner of making or despatch of
 such disclosure) of the other.
 
 
 13.11
 Remedies
 
 No remedy conferred by this Agreement is intended, unless specifically
 otherwise stated, to be exclusive of any other remedy which is otherwise


available at law, by statute or otherwise.  Each remedy shall be cumulative
 and in addition to every other remedy given hereunder or now or hereafter
 existing at law, by statute or otherwise.  The election of any one or more
 remedy by any of the Parties shall not constitute a waiver by such Party of the
 right to pursue any other remedy.
 
 13.12
 Good Faith
 
 Each of the Parties undertakes with the other to do all things reasonably
 within its power, which are necessary or desirable to give effect to the spirit
 and intent of this Agreement.
 
 13.13
 Governing Law and Jurisdiction
 
 13.13.1
 This Agreement shall be governed by and construed in accordance
 with the laws of the Republic of South Africa.
 
 13.13.2
 The Parties submit themselves to the non-exclusive jurisdiction of the
 Witwatersrand Local Division of the High Court of the Republic of
 South Africa.
 
 14.
 COSTS
 
 14.1
 DRDGOLD shall bear the stamp duty or uncertificated securities tax payable
 upon the issue of the Offer Shares.
 
 14.2
 DRDGOLD will bear the costs in connection with the preparation and
 execution of this Agreement and related documents, including the reasonable
 costs of BSCM’s legal and other professional advisers in reviewing the same.
 
 14.3
 Any costs incurred by any Party arising out of the breach by another Party of
 any other provisions of this Agreement, shall be borne by the Party found to
 be in breach as between attorney and own client.


22
 
  th
 .
  DRDGOLD LIMITED
          who hereby warrants that he or she is duly authorised to sign this Agreement.
       
 
  th
 .
  BAKER STEEL CAPITAL MANAGERS LLP
             who hereby warrants that he or she is duly authorised to sign this Agreement.


SCHEDULE 1
 LIST OF UNDERWRITERS
 
 The following persons are  the  Underwriters and shall subscribe and pay for the number of
 Offer Shares out below and shall be issued with the Offer Shares which are not subscribed
 for pursuant to the Claw-back Offer in the percentage proportions set out below.
 
 
 Underwriter
 Number of
 Offer Shares
 Percentage
  
 5 268 039
 33.4%
  
 5 900 204
 37.3%
  
 3 476 905
 22.0%
  
 1 158 968
 7.3%


SCHEDULE 2
 WARRANTIES GIVEN BY DRDGOLD
 (clause
  8.1)
 
 DRDGOLD gives the following warranties to the Underwriters. These warranties apply as at
 the Signature Date.
 
 1.
 all legal requirements regarding the Claw-back Offer to which DRDGOLD is subject
 will be complied with, including that:
 
 a.
  the Offer Shares have been validly created; and
 
 b.
  the directors of  DRDGOLD  are empowered to allot and issue the  Offer  Shares
 and that such allotment and issue will be free from any lien or other encumbrance.
 
 2.
 DRDGOLD has the right, power and authority, and has taken all action necessary, to
 execute, deliver and exercise its rights, and perform its obligations, under or
 otherwise pursuant to this Agreement.
 
 3.
 DRDGOLD’s obligations under or otherwise pursuant to this Agreement are binding
 on DRDGOLD.
 
 4.
 the entry into and performance by  DRDGOLD  of its obligations pursuant to this
 Agreement do not and will not:
 
 a.
  conflict in any material respect with any law or regulation or judicial or official
 order binding on DRDGOLD;
 
 b.
  conflict with the constitutional documents of DRDGOLD; or
 
 c.
  conflict in any material respect with any document which is binding on
 DRDGOLD.


5.
 DRDGOLD has all corporate authorities (including from its shareholders) required for
 it to perform its obligations hereunder.
 
 6.
 DRDGOLD is not insolvent or unable to pay its debts and no order has been made,
 petition presented or resolution passed by  DRDGOLD  for the winding up of
 DRDGOLD nor has any receiver or manager been appointed over the whole or any
 part of DRDGOLD’s business or assets
 
 7.
 the audited consolidated balance sheet of DRDGOLD and its subsidiary undertakings
 (the “DRDGOLD group”) as at 30 June 2004 and the audited consolidated profit and
 loss account  of the DRDGOLD group  for the financial year ended on such date
 (including the notes thereto) give a true and fair view of the state of affairs of the
 DRDGOLD group at such date and of their profits for the year ended on that date and
 were prepared in accordance with South African generally accepted accounting
 principles in South Africa consistently applied and comply with applicable legislation.
 
 8.
 the published interim results of the DRDGOLD group for the six month period ended
 on 31 December 2004 have been prepared in terms of South African GAAP with all
 due care and attention (having regard to the fact that the interim results are unaudited
 but have been reviewed by  DRDGOLD’s  auditors) and on accounting bases and
 assumptions consistent with those adopted in the preparation of the audited
 consolidated balance sheet of the DRDGOLD group as at 30 June  2004 and the
 audited consolidated profit and loss account of the DRDGOLD group for the financial
 year ended on that date.
 
 9.
 since 31 December 2004, the business of the DRDGOLD group has been carried on
 in the ordinary and usual course, no contracts or commitments of any unusual or
 onerous nature have been entered into and there has been no significant adverse
 change in the financial or trading position or, to the best of DRDGOLD’s knowledge,
 information and belief, prospects of the DRDGOLD group taken as a whole; save in
 all cases for what has been disclosed to BSCM in writing.
 
 10.
 all statements of fact contained in any document or announcement issued or made by
 or on behalf of DRDGOLD to its shareholders since 31 December 2004 remain true
 and accurate and not misleading and all forecasts and estimates and all statements


of opinion, intention and expectation contained therein were made on reasonable
 ground after due and proper consideration.
 
 11.
 the business plan prepared by DRDGOLD and dated 3 March 2005, a copy of which
 has been disclosed to BSCM, has been prepared with all due care and attention and
 all statements of fact contained therein were when made and remain true and
 accurate and not misleading and all forecasts and estimates and all statements  of
 opinion, intention and expectation contained therein were made on reasonable
 ground after due and proper consideration.


27
 
 SCHEDULE 3
 WARRANTIES GIVEN BY THE UNDERWRITERS AND BSCM
 (clause
 8.2)
  Interpretation
      Warranties


5.
 Each  Underwriter understands that  any of the Offer Shares issued under this
 Agreement:
 
 a.  have not been and will not be registered under the Securities Act;
 
 b.  may not be offered or sold within the United States or to, or for the account or
 benefit of, a U.S. person; and
 
 c.  may only be resold in accordance with Regulation S under the Securities Act.
 
 6.
 Each Underwriter represents and agrees that it will only offer and sell any of the Offer
 Shares as part of its distribution in accordance with Rule 903 of Regulation S, under
 the Securities Act until after the end of the Distribution Compliance Period.
 
 7.
 No Underwriter shall, at or prior to confirmation of a sale of Shares issued under this
 Agreement and pursuant to Regulation S, have sent to each distributor, dealer or
 person receiving a selling concession, fee or other remuneration in respect of any of
 the Offer Shares before the expiration of the Distribution Compliance Period a
 confirmation or notice to substantially the following effect:
 
 “The Shares covered by this notice have not been registered under the United
 States Securities Act of 1933  (the “Securities Act”) and may not be offered  or
 sold or transferred within the United States or to or for the account or benefit of
 U.S. persons (i) as part of their distribution, at any time and (ii) otherwise, until
 after the expiration of 40 days from the later of completion of the distribution of
 any of the Offer Shares issued or issuable under this Agreement, as determined
 by the Underwriter concerned and certified to DRDGOLD Limited, except in either
 case in accordance with Rule 903 of Regulation S under the Securities Act. The
 Shares covered by this notice may not be deposited in any unrestricted American
 Depository Receipt Program relating to the Shares. You must not directly or
 indirectly engage in any short selling or hedging transaction  with regard to the
 Shares, except as permitted by the US federal securities laws, Nasdaq Rules,
 JSE Requirements and the regulations thereunder. Terms used above have the
 meaning given to them by Regulation S.”


8.
 Each  Underwriter agrees that  it will not  directly or indirectly engage in any short
 selling or hedging transactions with regard to  any of the Offer Shares except as
 permitted under the US federal securities laws, Nasdaq Rules, JSE Requirements
 and the regulations thereunder.
 
 9.
 Distribution Compliance Period
 
 "Distribution Compliance Period" means a period that begins when  any of the Offer
 Shares are first issued by DRDGOLD under this Agreement and continues until after
 the expiration of 40 days from completion of the distribution  DRDGOLD.  Each
 Underwriter will give  DRDGOLD  written notices of the beginning of the 40 day
 Distribution Compliance Period at least 3 Business Days before the beginning of the
 Distribution Compliance Period and a copy of the Underwriter certification of the date
 of completion of the distribution of the Shares within one business day of that
 completion.
 
 10.
 Delivery of Shares
 
 Each Underwriter hereby acknowledges and agrees that it and any distributor of any
 of the Offer Shares will not take delivery, in whole or in part, until they provide
 DRDGOLD with:
 
 a.  (i) a written certification that they are not a U.S. person and that the
 Agreement has not being executed on behalf of a U.S. person; or (ii) a written
 opinion of counsel, reasonably acceptable to DRDGOLD, to the effect that the
 Agreement and the Shares deliverable thereunder have been registered
 under the Securities Act (it being acknowledged that  DRDGOLD  has no
 obligation to register any of the Offer Shares) or are exempt from registration
 thereunder (it being acknowledged that  any of the Offer Shares are not
 eligible for resale under Rule 144A under the Securities Act); and
 
 b.
  a written certification that it is not executing the Agreement within the United
 States and that  any of the Offer Shares are not to be delivered  within the
 United States, except as otherwise permitted by Rule 903 of Regulation S,


unless any of the Offer Shares are registered under the Securities Act or an
 exemption from such registration is available (it being acknowledged that any
 of the Offer Shares are not eligible for resale under Rule 144A under the
 Securities Act).
 
 11.
 If  any of the Offer Shares may be delivered in one or more parts,  the  Underwriter
 concerned will provide DRDGOLD with the items specified in clause ?0 above prior to
 each delivery.
 
 12.
 Legend
 
 a.
 The  shares issued to the Underwriters in terms of this Agreement will be
 issued in certificated form, any certificate representing  any of the Offer
 Shares, in whole or in part, shall bear the following legend:
 
 “The securities evidenced hereby have not been registered under the United
 States Securities Act of 1933, as amended (the “Securities Act”), and,
 accordingly, may not be offered, sold, pledged or otherwise transferred
 within the United States or to, or for the account or benefit of, U.S. persons
 except as set forth in the following sentence.  By its acquisition hereof, the
 holder (1) represents that it is not a U.S. person and is acquiring these
 securities in an offshore transaction in compliance with Regulation S under
 the Securities Act, (2) agrees that it will not offer, sell, pledge or otherwise
 transfer these securities except (a) to DRDGOLD Limited ("DRDGOLD") or
 any subsidiary thereof, (b) outside of the United States to a non-U.S. person
 in an offshore transaction in accordance with Rule 903 or Rule 904 of
 Regulation S, (c) pursuant to a registration statement which has been
 declared effective under the Securities Act (and the holder understands that
 DRDGOLD has no obligation to cause such a registration statement to
 become effective) or (d) pursuant to an exemption from registration under
 the Securities Act (and the holder understands that these securities are not
 eligible for resale pursuant to Rule 144A under the Securities Act), in each
 case in accordance with any applicable securities laws of any state of the
 United States, (3) agrees that these securities may not be deposited in any
 unrestricted American Depositary Receipt Program relating to these


securities (a) as part of the distribution of these securities, at any time (b)
 otherwise, until after the expiration of 40 days from the completion of the
 distribution of the  Shares issued or issuable under the Agreement between
 DRDGOLD and Baker Steel Capital Managers LLP on behalf of certain of its
 associated funds (“the Underwriter”), as determined by the Underwriter and
 certified to DRDGOLD, and, in the case of (c), in accordance with applicable
 United States federal and state securities laws, (4) agrees that it will deliver
 to each person to whom this security or an interest therein is transferred a
 notice substantially to the effect of this legend, and (5) agrees that it will not
 directly or indirectly, engage in any short selling or hedging transaction with
 regard to this security or any American Depositary Receipt relating to this
 security except as permitted by the US federal securities laws, Nasdaq
 Rules, JSE Requirements and the regulations thereunder.  As used herein,
 the terms “offshore transaction”, “United States” and “U.S. person” have the
 meanings given to them by Regulation S under the Securities Act.”
 
 b.
 In addition to the legend set forth in Section  ?0 above, any certificate
 representing the rights and obligations under this Agreement, in whole or in
 part, shall also bear the following legend:
 
 “The securities to be issued upon the execution of this Agreement have not
 been registered under the Securities Act and the rights and obligations under
 this Agreement may not be exercised in the United States or by or on behalf
 of any U.S. person unless registered under the Securities Act or unless an
 exemption from such registration is available.”
 
 13.
 Each  Underwriter understands that the  shares issued under this Agreement will be
 issued to them in reliance on specific exemptions from the registration requirements
 of United States federal and state securities laws, that any of the Offer Shares have
 not been registered with any state or federal securities commissions and that
 DRDGOLD is relying upon the truth and accuracy of the representations, warranties,
 acknowledgments and agreements set forth herein in order to determine the
 applicability of such exemptions.


14.
 Each  Underwriter acknowledges for  itself and each of  its affiliates and any person
 acting on behalf of any of them that, in connection with this Agreement,  any of the
 Offer Shares or the American Depositary Receipts evidenced by such Shares, they
 have not and will not, directly or indirectly, engage in any transaction or series of
 transactions that, although in technical compliance with Regulation S (a) is part of a
 plan or scheme to evade the registration provisions of the Securities Act, or (b) would
 require registration of any of the Offer Shares under the Securities Act.
 
 15.
 In respect of transfers and subsequent purchasers, DRDGOLD and each Underwriter
 agree that neither party may transfer the rights and obligations conferred by this
 Agreement, in whole or in part, without the prior written consent of the non-
 transferring party and that any transfer of the rights and obligations conferred by this
 Agreement, in whole or in part, will be made in accordance with Regulation S.  Each
 Underwriter agrees that, in addition to the restrictions on resale contained herein and
 before the expiration of the Distribution Compliance Period,  it may not transfer any
 portion of  any of the Offer Shares to any party unless such party enters into an
 agreement with DRDGOLD containing representations, warranties and restrictions on
 resale substantially similar to those contained herein.