---

---

SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Form 20-F

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|(Mark One)                                                    |                                                                                               
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|o                                                             | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|OR                                                           
|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|For the fiscal year ended June 30, 2003                      
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
|For the transition period
from                             to

Commission file number 0-28800

---

DURBAN ROODEPOORT DEEP, LIMITED(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)

|REPUBLIC OF SOUTH AFRICA(Jurisdiction of incorporation or organization)                           
|--------------------------------------------------------------------------------------------------
|45 EMPIRE ROAD, PARKTOWN, JOHANNESBURG, SOUTH AFRICA, 2193(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which
registeredNone


Securities
registered or to be registered pursuant to Section 12(g) of the Act.

Ordinary Shares, of no par value(Title of Class)

American Depositary Shares(Title of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None(Title of Class)

---

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As
of June 30, 2003, the Registrant had outstanding 184,222,073 ordinary shares, of no par value.

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past
90 days. Yes ý    No o

Indicate
by check mark which financial statement item the registrant has elected to
follow. Item 17 o    Item 18 ý

(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court. Yes o    No o

---

---

---



TABLE OF CONTENTS

|          |  |                                                                              |  | Page
|--------- |  | ---------------------------------------------------------------------------- |  | ----
|PART I   
|ITEM 1.   |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        |  | 1   
|ITEM 2.   |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |  | 1   
|ITEM 3.   |  | KEY INFORMATION                                                              |  | 1   
|ITEM 4.   |  | INFORMATION ON THE COMPANY                                                   |  | 17  
|ITEM 5.   |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |  | 78  
|ITEM 6.   |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |  | 97  
|ITEM 7.   |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  | 105 
|ITEM 8.   |  | FINANCIAL INFORMATION                                                        |  | 110 
|ITEM 9.   |  | THE OFFER AND LISTING                                                        |  | 110 
|ITEM 10.  |  | ADDITIONAL INFORMATION                                                       |  | 111 
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  | 129 
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  | 133 
|PART II  
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  | 133 
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  | 133 
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  | 133 
|ITEM 16A. |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |  | 134 
|ITEM 16B. |  | CODE OF ETHICS                                                               |  | 134 
|ITEM 16C. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  | 134 
|ITEM 16D. |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  | 134 
|PART III 
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  | 134 
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  | 134 
|ITEM 19.  |  | EXHIBITS                                                                     |  | 135 

i

---

Preparation of Financial Information

We are a South African company and currently the majority of our operations are located there. Accordingly, our books of account are maintained in South African
Rand. Our financial statements attached hereto are presented in United States Dollars and in accordance with generally accepted accounting principles in the United States, or US GAAP, consistently
applied. All references to "Dollars" or "$" herein are to United States Dollars, references to "Rand" or "R" are to South African Rand, and references to "A$" are to Australian Dollars.

For
the convenience of the reader, certain information in this Annual Report presented in Rand or Australian Dollars has been translated into Dollars. Unless otherwise stated, the
conversion rates for currency translations for the 2003 fiscal year are R7.47 per $1.00 and A$1.50 per $1.00, which reflect the noon buying rate in New York City at June 30, 2003. For income
statement amounts, the average conversion rate for Rand during the 2003 fiscal year of R9.06 per $1.00 is used. The rates used for currency translations for transactions occurring during the 2002 and
2001 fiscal years are the respective year end exchange rates for balance sheet amounts and the average exchange rate for that year for income statement amounts. By including convenience currency
translations in this Annual Report, we are not representing that the Rand or Australian Dollar amounts actually represent amounts shown in Dollars or that these amounts could be converted at the rates
indicated into Dollars.

When
used in this Annual Report, the terms "we," "our," or "us" refer to Durban Roodepoort Deep, Limited and its subsidiaries, as appropriate in the context.

This Annual Report contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information
relating to us that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this Annual Report, the words
"estimate", "project", "believe", "anticipate", "intend", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect
to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. For a discussion of such
risks, see "Item 3. Key InformationD. Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do
not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Imperial units of measure and metric equivalents

Units stated in this Annual Report are measured in Imperial.

|Metric         |  | Imperial            |  | Imperial     |  | Metric              
|-------------- |  | ------------------- |  | ------------ |  | --------------------
|1 metric tonne |  | 1.10229 short tons  |  | 1 short ton  |  | 0.9072 metric tonnes
|1 kilogram     |  | 2.20458 pounds      |  | 1 pound      |  | 0.4536 kilograms    
|1 gram         |  | 0.03215 troy ounces |  | 1 troy ounce |  | 31.10353 grams      
|1 kilometer    |  | 0.62150 miles       |  | 1 mile       |  | 1.609 kilometers    
|1 meter        |  | 3.28084 feet        |  | 1 foot       |  | 0.3048 meters       
|1 liter        |  | 0.26420 gallons     |  | 1 gallon     |  | 3.785 liters        
|1 hectare      |  | 2.47097 acres       |  | 1 acre       |  | 0.4047 hectares     
|1 centimeter   |  | 0.39370 inches      |  | 1 inch       |  | 2.54 centimeters    
|1 gram/tonne   |  | 0.0292 ounces/ton   |  | 1 ounce/ton  |  | 34.28 grams/tonnes  

ii

---

Glossary of Terms and Explanations

|Adularia            |  | A transparent or translucent variety of common feldspar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Anhedral            |  | A terms applied to minerals of igneous rock that are not bounded by their own crystal faces but which have their outlines impressed upon them by adjacent minerals.                                                                                                                                                                                                                                                                                                                                                                    
|Archean             |  | A period of the geological time scale between 2.5 and 4.6 billion years ago, the earliest part of the Precambrian.                                                                                                                                                                                                                                                                                                                                                                                                                     
|Auriferous          |  | Containing gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Breccia             |  | Rock consisting of fragments, more or less angular, in a matrix of finer-grained material or of cementing material.                                                                                                                                                                                                                                                                                                                                                                                                                    
|Cash cost per ounce |  | Cash costs are costs incurred directly in the production of gold and include labor costs, contractor and other related costs, inventory costs and electricity costs. Cash costs per ounce are calculated by dividing cash
costs by ounces of gold produced. Cash costs have been calculated on a consistent basis for all periods presented. This is a non-US GAAP measurement typically used in the mining industry and should not be considered a substitute measure of costs and
expenses reported by us in accordance with US GAAP.
|Caving              |  | A type of mining in which the ore is blasted and drawn in a manner causing the overhead rock to cave in.                                                                                                                                                                                                                                                                                                                                                                                                                               
|Conglomerate        |  | A coarse-grained sedimentary rock consisting of rounded or sub-rounded pebbles.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Cut-and-fill        |  | A mining method in which a slice of rock is removed after blasting and replaced with a slice of fill material to provide workers with a platform to mine the next slice of rock.                                                                                                                                                                                                                                                                                                                                                       
|Cut-off grade       |  | The minimum in situ grade of ore blocks for which the total cash costs, excluding overhead costs, are equal to a projected gold price.                                                                                                                                                                                                                                                                                                                                                                                                 
|Depletion           |  | The steadily declining amount of ore in a deposit or property resulting from extraction or production.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Diorite             |  | An igneous rock formed by the solidification of molten material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Euhedral            |  | A term applied to minerals of igneous rocks that are bounded by their own crystal faces.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Galena              |  | Lead sulphide; the principal ore of lead. It is of a bluish gray color and metallic luster and is cubic in crystallization and cleavage.                                                                                                                                                                                                                                                                                                                                                                                               
|Grade               |  | The amount of gold contained within auriferous material generally expressed in ounces per ton of ore.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|g/t                 |  | Grams per ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Horizon             |  | A plane indicating a particular position in a stratigraphic sequence. This may be a theoretical surface with no thickness or a distinctive bed.                                                                                                                                                                                                                                                                                                                                                                                        
|Hanging wall        |  | The mass of rock above a geological structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Igneous rock        |  | Rock which is magmatic in origin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

iii

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|In-situ deposit     |  | Reserves still in the ground calculated at a realistic stoping width, but not discounted for mining efficiencies.                                                                                                                                                                                                                                                     
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Intrusive           |  | Rock which while molten, penetrated into or between other rocks but solidified before reaching the surface.                                                                                                                                                                                                                                                           
|Life of mine        |  | Projected life of a mining operation based on the proven ore reserves.                                                                                                                                                                                                                                                                                                
|Metallurgical plant |  | A processing plant (mill) erected to treat ore and extract the contained gold.                                                                                                                                                                                                                                                                                        
|Mineable            |  | That portion of a mineral deposit for which extraction is technically and economically feasible.                                                                                                                                                                                                                                                                      
|Miocene             |  | A epoch of the upper Tertiary period, spanning the time between 23.8 and 5.3 million years ago.                                                                                                                                                                                                                                                                       
|Mt                  |  | Million tons.                                                                                                                                                                                                                                                                                                                                                         
|Ore                 |  | A mixture of valuable and worthless minerals from which the extraction of at least one of the minerals is technically and economically viable.                                                                                                                                                                                                                        
|Pay limit           |  | The minimum in situ grade of ore blocks for which total cash costs, including all overhead costs, are equal to a projected gold price per ounce.                                                                                                                                                                                                                      
|oz/t                |  | Ounces per ton.                                                                                                                                                                                                                                                                                                                                                       
|Quartzite           |  | A metamorphic rock consisting primarily of quartz grains, formed by the recrystallization of sandstone.                                                                                                                                                                                                                                                               
|Reef                |  | A gold-bearing sedimentary horizon, normally a conglomerate band, that may contain economic levels of gold.                                                                                                                                                                                                                                                           
|Refining            |  | The final purification process of a metal or mineral.                                                                                                                                                                                                                                                                                                                 
|Rehabilitation      |  | The process of restoring mined land to a condition approximating its original state. In South Africa, reclamation standards are determined and audited by the South African Department of Minerals and Energy and address
ground and surface water, topsoil, final slope gradients, waste handling and revegetation issues.                                           
|Sand dump           |  | The finely ground rock from which valuable minerals have been extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals.                                                                                                                                                                             
|Sedimentary         |  | Formed by the deposition of solid fragmental material that originates from weathering of rocks and is transported from a source to a site of deposition.                                                                                                                                                                                                              
|Shaft               |  | An opening cut downwards from the surface for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation and as an auxiliary exit. It is equipped with a surface hoist system that
lowers and raises a cage in the shaft, transporting equipment, personnel, materials and ore. A shaft generally has more than one compartment.
|                    |  |                                                                                                                                                                                                                                                                                                                                                                       

iv

---

|Shrinkage stoping         |  | A mining method in which a small percentage of the broken ore is drawn as the mining progresses to make room for subsequent mining activities. Most of the blasted ore is left to accumulate in the stope and is drawn after
the stope is completely mined.                                                                                  
|------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Slimes                    |  | The fraction of tailings discharged from a processing plant after the valuable minerals have been recovered.                                                                                                                                                                                                                                 
|Sloughing                 |  | The localized failure of part of the slimes dam wall caused by a build up of water within the dam.                                                                                                                                                                                                                                           
|Sphalerite                |  | Zinc sulphide.                                                                                                                                                                                                                                                                                                                               
|Stope                     |  | Underground production working area.                                                                                                                                                                                                                                                                                                         
|Sub-level stoping         |  | A method of mining in which the ore is blasted, and drawn off as it is blasted, leaving an open stope.                                                                                                                                                                                                                                       
|Tailings                  |  | Finely ground rock from which valuable minerals have been extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals.                                                                                                                                                        
|Tailings dam              |  | A dam created from waste material of processed ore after the economically recoverable gold has been extracted.                                                                                                                                                                                                                               
|Telluride                 |  | A rare nonmetallic element, analogous to sulphur and selenium.                                                                                                                                                                                                                                                                               
|Tonnage                   |  | Quantities where the ton is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in-situ or quantities of ore and waste material mined, transported or milled.                                                                                                                                        
|Total cost per ounce      |  | Total costs is a non-U.S. GAAP measurement that represents the full amount of costs incurred and represents the difference between revenues from gold bullion and related by-products delivered to refineries and profits or
losses before taxation. Total costs per ounce are calculated by dividing total costs by ounces of gold produced.
|Tpm                       |  | Tons per month.                                                                                                                                                                                                                                                                                                                              
|Up-dip mining             |  | A mining method in which the drilled and blasted ore gravitates into slushers or gullies leaving an open space. This is normally used in narrow reefs which dip at not more than 25 degrees.                                                                                                                                                 
|Waste rock                |  | Low grade ore bearing rock not previously processed.                                                                                                                                                                                                                                                                                         
|Water Research Commission |  | Governmental body funded by public money that does water research projects often in association with universities.                                                                                                                                                                                                                           
|Yield                     |  | The amount of recovered gold from production generally expressed in ounces per ton of ore.                                                                                                                                                                                                                                                   

v

---



PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.    KEY INFORMATION

A.    SELECTED FINANCIAL DATA

The following selected consolidated financial data as of June 30, 2003 and 2002 and for the years ended June 30, 2003, 2002 and 2001 are derived
from our consolidated financial statements set forth elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States. These
consolidated financial statements have been audited by KPMG Inc. as of and for the year ended June 30, 2003 and Deloitte & Touche as of June 30, 2002 and for the years
ended June 30, 2002, and June 30, 2001, whose reports with respect to these financial statements appears elsewhere in this Annual Report. The selected consolidated financial data as of
June 30, 2001, 2000 and 1999 and for the years ended June 30, 2000 and 1999 are derived from audited consolidated financial statements not appearing in this Annual Report which have been
prepared in accordance with generally accepted accounting principles in the United States. The selected
consolidated financial data set forth below should be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and with the consolidated financial statements and the notes
thereto and the other financial information appearing elsewhere in this Annual Report.

Selected Consolidated Financial Data
(in thousands, except share, per share and ounce data)

Year ended June 30,2003

2002

2001

2000

1999$

$

$

$

$Statement of Operations DataRevenues

265,944

303,858

291,325

327,568

173,184Total costsexcluding tax and minority interest

212,805

398,431

383,069

500,035

183,494Profit/(loss) before taxes & minority interest

53,139

(94,573
)
(91,744
)
(172,467
)
(10,310
)Income and mining tax (expense)/ benefit

(41,765
)
42,864

7,005

1,724

(464
)Minority interest





258

(76
)
Net profit/(loss) applicable to common shareholders

11,374

(51,709
)
(84,481
)
(170,819
)
(10,774
)Basic profit/(loss) per share (cents)

6

(32
)
(63
)
(164
)
(18
)Diluted profit/(loss) per share (cents)

4

(32
)
(63
)
(164
)
(18
)Number of shares in issue at year end

184,222,073

177,173,485

154,529,578

120,990,746

61,661,112Balance Sheet DataNet assets/(liabilities)

5,236

(15,471
)
(20,567
)
29,463

114,167Cash and cash equivalents

44,423

23,852

13,889

13,786

13,685Working capital

2,419

(34,311
)
(16,500
)
(35,059
)
501Total assets

228,418

197,306

193,621

232,597

186,569Long term loans

(63,149
)
(25,368
)
(7,273
)
(15,589
)
(5,910
)Stockholders' (equity)/deficit

(5,236
)
15,471

20,567

(29,463
)
(114,167
)Total liabilities and shareholders' equity

228,418

197,306

193,621

232,597

186,569Non-U.S. GAAP Financial DataCash costs per ounce

303

212

232

267

246Total costs per ounce

268

388

360

441

290


1

---

Total Costs and Cash Costs

Total costs is a non-U.S. GAAP measurement that represents the full amount of costs incurred and represents the difference between revenues from gold
bullion and related by-products delivered to refineries and profits or losses before taxation and includes the effects of any changes in accounting policy. Total costs per ounce are
calculated by dividing total costs by ounces of gold produced.

Cash
costs are costs incurred directly in the production of gold and include labor costs, contractor and other related costs, inventory costs and electricity costs. Although described as
"cash" costs, this measure is computed under the accrual method of accounting required under U.S. GAAP, but excludes certain non-cash amounts, such as depletion, depreciation and
amortization, which are required to be included in measures computed under U.S. GAAP. Cash costs have been calculated on a consistent basis for all periods presented.

Cash
costs should not be considered by investors as an alternative to net operating income or net profit applicable to common stockholders or as an alternative to other U.S. GAAP
measures and may not be comparable to other similarly titled measures of other companies. However, we believe that cash costs and cash costs per ounce are useful indicators to investors and management
of the performance of individual mines and our operations as a whole, as they provide:



During
the annual planning process, cash cost per ounce targets are set for each month by our board of directors. These targets are adjusted for changes in exchange rates on a monthly
basis. Variances are analyzed monthly, taking into account volume changes, production and labor efficiencies, price variances and changes of scope. For negative variances, a plan of action is agreed
upon by management to address the situation.

The
following table lists the components of cash costs for each of the years set forth below:

Year ended June 30,Costs2003

2002

2001

2000

1999Labor

42
%
41
%
32
%
36
%
41
%Contractor Services

22
%
20
%
35
%
17
%
19
%Inventory

25
%
26
%
22
%
32
%
24
%Electricity

11
%
13
%
11
%
15
%
16
%


Cash
costs do not include certain factors that bear on our overall financial performance, including gains and losses on financial instruments, depreciation and amortization and selling,
administration and general charges.

2

---

A
reconciliation of cash costs to total costs for each of the five periods included in the table above is presented below. In addition, the table below also provides a reconciliation of
cash costs per ounce to total costs per ounce for each of those periods.

Year ended June 30,2003

2002

2001

2000

1999$ 000's

$ per
ounce

$ 000's

$ per
ounce

$ 000's

$ per
ounce

$ 000's

$ per
ounce

$ 000's

$ per
ounceTotal costs

212,805

268

398,431

388

383,069

360

500,035

441

183,494

290AdjustmentsFinance costs

(6,909
)
(9
)
(2,385
)
(2
)
(5,573
)
(5
)
(6,577
)
(6
)
(2,333
)
(4
)Non-operating income

19,932

25

2,786

3

4,699

4

3,579

3

4,562

7Selling, administration and general charges

(10,828
)
(13
)
(13,254
)
(13
)
(33,845
)
(32
)
(39,195
)
(35
)
(12,238
)
(19
)Other operating costs

24,961

32

(167,522
)
(163
)
(101,252
)
(95
)
(154,358
)
(136
)
(17,707
)
(28
)Cash costs

239,961

303

218,056

212

247,098

232

303,484

267

155,778

246Total Ounces produced

792,996



1,027,440



1,063,609



1,134,623



632,822


The strengthening of the Rand against the Dollar and inflationary pressures on our costs have resulted in an increase in our cash costs per ounce
figure to $303 per ounce in fiscal 2003 from $246 in 1999.

Our
total cost per ounce of gold decreased to $268 in fiscal 2003 from $290 in fiscal 1999. This decrease is due to the fair value adjustment on our financial instruments, as well as
foreign exchange gains or losses in 2003.

The
increase in total cost per ounce of gold in fiscal 2000 was the result of impairments in our financial statements taken in connection with the Hargraves transaction as well as
aborted acquisition cost related to the Rawas transaction.

B.    CAPITALIZATION AND INDEBTEDNESS

Not applicable

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable

3

---

D.    RISK FACTORS

In addition to the other information included in or incorporated by reference into this prospectus, the considerations listed below could have a material adverse
effect on our business, financial condition or results of operation, resulting in a decline in the trading price of our notes, ordinary shares or ADSs. The risks set forth below comprise all material
risks currently known to us. However, there may be additional risks that we do not currently know of or that we currently deem immaterial based on information available to us.

Risks Relating to Us

We have a history of losses and may continue to incur losses in the future.

Although we generated a profit of $11,374,000 for fiscal 2003, we incurred net losses of $51,709,000 for fiscal 2002 and $84,481,000 for fiscal 2001. We may
continue to incur substantial losses in the future. Our profit during fiscal 2003 would have been lower if we had not experienced a 13% increase in the Dollar price per ounce of gold. Furthermore, the
net losses that we incurred during fiscal 2002 would have been greater had we not experienced a 2% rise in gold prices and a 27% devaluation of the Rand
against the Dollar during fiscal 2002, factors which were beyond our control. Our revenues and income are dependent on many factors such as:



Changes in the market price for gold, which in the past has fluctuated widely, affect the profitability of our operations and the cash flows generated
by those operations.

Substantially all of our revenues come from the sale of gold. Thus, the market price of gold has a significant effect on our results of operations, our ability to
pay dividends and undertake capital expenditures, and the market price of our notes, ordinary shares and ADSs.

Historically,
the gold price has fluctuated widely and is affected by numerous industry factors over which we have no control, including:



4

---



The
following table shows the average, high and low London Bullion market price of gold in dollars during the last three fiscal years:

Year ended June 30,2003

2002

2001Average

$
334

$
296

$
269High


382


327


291Low


302


265


260


In
addition, the current demand for and supply of gold affects the price of gold, but not necessarily in the same manner, as current demand and supply affect the prices of other
commodities. Since the potential supply of gold (including quantities held by governments and others) is large relative to mine production in any given year, normal variations in current production
will not necessarily have a significant effect on the supply of gold or the gold price.

We
do not intend to enter into forward sales of gold. Therefore, we will not be protected against decreases in the gold price. If the gold price should fall below our cost of production
and remain at such levels for any sustained period, we may experience losses and may be forced to curtail or suspend some or all of our operations. In addition, we might not be able to recover any
losses we may incur during that period or maintain adequate gold reserves for future exploitation.

Because we operate primarily in South Africa and most of our production costs are in Rand, while gold is generally sold in Dollars, our operating
results or financial condition could be materially harmed by an appreciation in the value of the Rand.

Gold is sold throughout the world principally in Dollars, but our operating costs are incurred principally in Rand. As a result, any significant and sustained
appreciation of the Rand against the Dollar may, in Dollar terms, materially increase our costs and reduce revenues.

The
Rand has experienced significant depreciation against the Dollar in recent years, with the Rand depreciating by approximately 58.6% during 2001. The long-term trend of
depreciation of the Rand against the Dollar may not continue. In fiscal 2003, the Rand appreciated against the dollar by 27.9%. If the appreciation trend for the Rand continues, this change could
increase our costs and reduce our revenues and profitability.

Since
the determination of the exchange rate of the Rand is primarily tied to market forces, its value at any time cannot be considered a true reflection of underlying value so long as
the exchange controls implemented by the South African government exist. We have no foreign exchange hedging contracts to offset currency fluctuations.

Because we rely on three mining operations for substantially all of our revenues and cash flow, our business will be harmed if one or more of those
operations are negatively impacted.

Gold production at our North West and Blyvoor operations together accounted for approximately 90% of our total gold production in fiscal 2003 and 77% in fiscal
2002. This increase is due to the sale of 60% of the Crown Section to KBH on July 1, 2002. These mines are regarded as older, higher cost, lower-grade gold producers. Our ability to identify
ore reserves that can be mined economically and to maintain sufficient controls on production and other costs will have a material influence on the future viability of these mines. On July 21,
2003, we entered into a 60-day review period on the North West Operations designed to restore the operations to profitability. On August 25, 2003, management announced a proposal to
meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy for their input.

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An
agreement was reached with all labor organizations and the process was finally completed on September 21, 2003, with some 3,000 employees retrenched at a cost of $5.4 million and the
placing of certain infrastructure (Shaft Number 6) on a `care and maintenance' program. This resulted in a 5% reduction of the planned production profile at the North West Operations.

Any
further negative developments affecting these operations (such as seismic events, underground fires and labor interruptions) could cause our results of operations, cash flows and the
price of our securities to decline.

We may incur increased costs or lose opportunities for gains as a result of our agreement with Eskom.

In October 2000, we entered into a five year contract to buy electricity from Eskom. Under the terms of our agreement, we pay Eskom a standard electricity
tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October we adjust the cost incurred in that period in
accordance with an established formula based on the gold price.

If
the price of gold rises significantly in Rand terms, it could deprive us of an opportunity to recognize gains and could increase the cash cost of electricity to us. Significant
increases in the costs of our electricity would increase our production costs and decrease our profitability. At June 30, 2003, when the gold price was $346.00 per ounce and the Rand/Dollar
exchange rate was R7.47, the fair value of our Eskom position was negative $30.9 million.

Because we do not use forward contracts to protect against low gold prices with respect to most of our production, we are exposed to the impact of any
significant drop in the gold price.

Other than our agreement with Eskom, we do not intend to enter into new forward contracts to reduce our risk of exposure to volatility in the gold price. A
forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until settlement date,
which normally takes place at maturity date. These contracts can be either physically settled by delivering the underlying asset or net cash settled. Accordingly, generally, if the gold price
decreases significantly we will realize reduced revenues.

Following the sale of 60% of our interest in Crown Gold Recoveries (Pty) Ltd, or CGR, we no longer have full management control over the
operations at the Crown Section.

On July 1, 2002, we sold 60% of our interest in CGR for R105 million ($10.1 million). Prior to the sale, CGR was wholly-owned by Crown
Consolidated Gold Recoveries Ltd, or Crown, our wholly-owned subsidiary. Accordingly, we no longer exercise full board control over the Crown Section and cannot unilaterally cause CGR to adopt
a particular budget, pay dividends or repay its indebtedness, including debt held by us. Because we do not have board control over CGR, its current management may not continue to manage CGR in a
manner that is favorable to us. Decisions which reduce gold production, revenues or profitability at CGR, over which we have no control, may serve to reduce our cash flows and decrease our
profitability.

The acquisition of East Rand Proprietary Mines Ltd, or ERPM, by CGR, our 40% owned company, is subject to risks and uncertainties which could
have a material adverse effect on CGR and, accordingly, on our results of operations.

In October 2002, CGR purchased ERPM, a South African gold mining company. CGR acquired ERPM as is, without indemnification for any disclosed or undisclosed
liabilities, which could ultimately have a material adverse effect on CGR's results of operation and financial condition by requiring CGR to incur significant financial obligations to satisfy any
liability. ERPM is exposed to all the risks applicable to a mining operation in the ordinary course. In particular, during October and November

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2002,
ERPM experienced some labor unrest during which several striking contract workers were wounded and two workers were killed by employees of a private security company. ERPM's business could
suffer if such activities are repeated. Additionally, there is a regular ingress of water into the underground workings of ERPM, and the failure of the mine's pumping operations or the installed plugs
could result in significant flooding. This flooding could result in ERPM incurring significant financial liability which would increase its costs and reduce its profitability.

Additionally,
Jetvac CC has instituted proceedings against ERPM claiming R21.5 million ($2.0 million) in a dispute under a stope vacuuming contract. If Jetvac CC is
successful in its claim, payment of this amount to Jetvac CC could reduce ERPM's profitability. Because we own an interest in ERPM through CGR, the occurrence of these events could also reduce our
profitability.

Our production costs may fluctuate and have an adverse effect on our results of operations.

Our historical production costs have varied significantly and we cannot predict what our production costs may be in the future. Production costs are affected by,
among other things:



Any
material increase in our production costs will likely reduce our profitability which would have a negative impact on our results of operations.

We may experience problems in managing new acquisitions and integrating them into existing operations which could have a material adverse effect on us.

Our objective is to grow our business by improving our existing operations as well as through acquisitions. Our success at completing any acquisitions will depend
on a number of factors, including, but not limited to:



If
we do make any acquisitions, any positive effect on our results will depend on a variety of factors including:



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As
a marginal producer, we tend to acquire marginal mines with high production costs and low returns. We may not be able to reduce these production costs or increase the returns on these
mines in the short to medium term due to:



Acquiring
additional businesses could place increased pressure on our cash flow if such acquisitions are accomplished by applying cash. The integration of our existing operations with
any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation will require us to incur significant costs in
connection with, among other things, implementing financial and planning systems. We may not be able to integrate the operations of the recently acquired subsidiary companies or restructure our
previously existing operations without encountering difficulties. In addition, this integration and restructuring may require significant attention from our management team, which may detract
attention from our day-to-day business. Over the short-term, difficulties associated with integration and restructuring could result in decreased production,
increased costs and decreased profitability. Also, if we are unable to successfully acquire additional businesses, we may have to continue to rely on our Harties, Buffels and Blyvoor operations, which
are regarded as older, higher cost, lower-grade gold producers, for substantially all of our revenues and cash flows.

Flooding at our operations may cause us to incur liabilities for environmental damage.

Like a number of other mining companies in South Africa, we have received financial assistance from the South African government for the pumping of extraneous
water from underground mine workings in the past. However, the South African government withdrew their pumping subsidy effective April 1, 1998. With the withdrawal of the pumping subsidy, and
due to the low gold price, we made the decision to cease underground operations at the Durban Deep and West Wits Sections in August 2000. During fiscal 1998 we received $1.0 million in
pumping subsidies and $0.8 million in fiscal 1997, compared to total revenue of $157.7 million in fiscal 1998 and $61.7 million in 1997. We expect that the progressive flooding of
both the western and central basin, where these operations are located, will eventually cause the discharge of polluted water to the surface and to local water sources. Flooding of the central basin
and the western basin in the area where we have ceased mining operations may cause environmental damage for which we and other parties may be liable. We cannot estimate the amount of any potential
liability to us. However, in the event of joint and several liability the amounts could be
significant. The incurrence of significant financial liability could increase our costs and reduce our profitability.

If we are unable to attract and retain key personnel our business may be harmed.

The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical personnel, including Mark
Wellesley-Wood, our Executive Chairman. Factors critical to retaining our present staff and attracting additional highly qualified personnel include our ability to provide these
individuals with competitive compensation arrangements, equity participation and other benefits. If we are not successful in retaining or attracting highly qualified

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individuals
in key management positions, our business may be harmed. We do not maintain "key man" life insurance policies on any members of our executive team. The loss of any of our key personnel
could prevent us from executing our business plans. If we are unable to execute our business plans, our production may decrease, costs may increase and profitability may be reduced.

Our insurance coverage may prove inadequate to satisfy potential claims.

We may become subject to liability for pollution or other hazards against which we have not insured or cannot insure, including those in respect of past mining
activities. Our existing property and liability insurance contains exclusions and limitations on coverage. We have coverage in the amount of R5,929 million ($794 million) for assets and
R2,795 million ($374 million) for loss of profits due to business interruption. These policies are limited by initial deductible amounts covering loss of surface and underground assets,
losses due to seismic events and machinery breakdown. Business interruption is only covered after an initial period. The deductible amounts vary, between $1 million and $2 million for
each type of loss. Claims for each and every event are limited by South African insurers to $24 million (except engineering which is limited to $48 million) and by overseas insurers in a
range from $9.6 million to $96 million. In addition, we have experienced large increases in our insurance premiums recently, and insurance may not continue to be available at
economically acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us, including claims for environmental or industrial accidents or
pollution, for which coverage is not available. If we are required to meet claims which exceed our insurance coverage, our costs may increase which could decrease our profitability.

AIDS poses risks to us in terms of productivity and costs.

Acquired Immune Deficiency Syndrome, or AIDS, represents a very serious threat to us and the mining industry in South Africa as a whole in terms of the potential
reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present. However, it is estimated by the industry that the prevalence of HIV, the virus
that causes AIDS, in the mining industry workforce in South Africa is approximately 30%. Reductions in productivity and increases in medical costs would reduce our production and profitability.

Risks Related to Our Industry and to Doing Business in South Africa and Papua New Guinea

Our gold reserve figures are estimates based on a number of assumptions and may yield less gold under actual production conditions than we currently
estimate.

Our ore reserves figures are estimates which may not reflect actual reserves or future production. Reserve estimates require revisions based on actual production
experience or new information. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be
adjusted and mining plans may have to be altered in a way that might ultimately cause our results of operations and financial condition to decline. Moreover, if the price of gold declines, or
stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates decrease, it may become uneconomical to recover ore reserves containing relatively lower
grades of mineralization. Under these circumstances, we would be required to re-evaluate our ore reserves. Additionally, short-term operating factors relating to the ore
reserves, such as the need for sequential development of ore bodies and the processing of new or different grades, may increase our production costs and decrease our profitability in any particular
period.

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The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.

Exploration for gold is highly speculative in nature. Our future growth and profitability will depend, in part, on our ability to identify and acquire additional
mineral rights, and on the costs and results of our continued exploration and development programs. Many exploration programs, including some of ours, do not result in the discovery of mineralization
and any mineralization discovered may not be of
sufficient quantity or quality to be mined profitably. Our mineral exploration rights may not contain commercially exploitable reserves of gold. Uncertainties as to the metallurgical recovery of any
gold discovered may not warrant mining on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incidental to exploring for and developing
mineral properties, such as:



If
we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of
production may change. Moreover, we will use the evaluation work of professional geologists, geophysicists, and engineers for estimates in determining whether to commence or continue mining. These
estimates generally rely on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it
can be determined whether or not the deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or
identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of our properties.

If
management determines that capitalized costs associated with any of our gold interests are not likely to be recovered, we would incur a writedown on our investment in that interest.
All of these factors may result in losses in relation to amounts spent which are not recoverable.

In
particular, we estimate that approximately R7.5 billion ($1 billion) will be required to complete the first stage of the Argonaut Project, known as the Central Shaft.
The current exploration and feasibility study will require approximately R500 million ($66.9 million) to complete which includes R200 million ($26.8 million) needed to
complete the initial seismic survey. We may not be able to raise the finances required to complete these activities.

Depending
on the capital required, we may seek third party financing to fund the development of our exploration projects that we believe have the potential to be profitable. Our ability
to obtain outside financing will depend upon the price of gold and the industry's perception of gold's future price and other factors outside of our control. Such third party financing may not be
available to us on acceptable terms, or at all.

Due to the nature of mining in South Africa and the type of gold mines we operate, we face a material risk of liability, delays and increased production
costs from environmental and industrial accidents and pollution.

The business of gold mining in South Africa, by its nature due to deep underground mining as compared to other gold mining countries, involves significant risks
and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with our underground mining operations include:



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Hazards
associated with our open pit mining operations include:



Hazards
associated with our rock dump mining and tailings disposal include:



We
are at risk of experiencing any and all of these environmental or other industrial hazards. In particular, due to the extreme depth of the Argonaut Project we could face heightened
risks due to heat, seismicity and rock stresses. The occurrence of any of these hazards could delay production, increase production costs and result in liability for us.

Government policies aimed at vesting the custodianship of mineral resources in the State in South Africa may adversely impact our operations and
profits.



In South Africa, surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the
land for a specific purpose incidental and ancillary to mining which supercedes the rights of third party ownership of the surface. To the extent that rights to any surface infrastructure or surface
use is not held by us or any of our subsidiaries under a surface right permit then we will have to rely on surface ownership or we must reach an agreement with the owner of the surface for such
surface use or surface infrastructure.

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Our activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mining properties, but also the possible
effects of such activities upon the environment. Permits from a variety of regulatory authorities are required for many aspects of mine operations and reclamation. Future legislation and regulations
could cause additional expense, capital expenditures, restrictions and delays in the development of our properties. The extent of the adverse financial impact cannot be predicted.



Our rights to own and exploit our mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which the mineral properties are
located. Currently, a significant portion of our mineral reserves and deposits are located in South Africa.

In
October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by parliament in
June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be sometime in 2004. Until then, the existing regulatory regime for mineral rights
will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

The
Act vests custodianship of South Africa's mineral resources in the State which will issue prospecting rights or mining rights to applicants in the future. The existing common law
prospecting,
mining and mineral rights will cease to exist but transitional arrangements are provided in order to give holders of existing rights the opportunity to acquire new rights.

Where
we hold mineral rights and mining authorizations and conduct mining operations on the date on which the Act comes into effect, we will be able, within five years from the date of
effectiveness of the Act, to submit the old rights and authorizations for conversion to a new mining right. We will need to submit a mining work program to substantiate the area and period of the new
right, and also to comply with the requirements of the Charter discussed below. A similar procedure applies where we hold prospecting rights and a prospecting permit and conduct prospecting
operations, but we must apply for a conversion to a new prospecting right within the two years from the date of effectiveness of the Act for which purpose a prospecting work program must be submitted.
Where we hold unused rights however, we will have one year to apply for new prospecting rights or mining rights, the requirements of which are more stringent than for conversion, and involve
non-concentration of resources, fair competition, no exclusionary effects, and proof of financial and technical ability.

If
we do not acquire new rights under the Act, we would be entitled to claim compensation from the State if we can prove that thereby our property has been expropriated as provided for
under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal debate and
which are likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress and
reform which could have the effect of reducing the compensation.

Even
where the new rights are obtained under the Act, these rights will not be equivalent to the existing rights. The area covered by the new rights may be reduced by the State if it
finds that the prospecting or mining work programs submitted by an applicant do not substantiate the need to retain the area covered by the old right. The duration of the new rights will no longer be
perpetual but rather, in the case of new mining rights, a maximum of 30 years with renewals of up to 30 years each and in the case of prospecting rights, up to five years with one
renewal of up to three years. The Act provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions, such as
non-concentration of resources, fair competition, and

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non-exclusion
of others. In addition, the new rights will be transferable subject to the approval of the Minister of Mines, or the Minister. Mining or prospecting must be conducted
continuously and actively thereafter.

The
implementation of the Act may result in significant adjustments to our property ownership structure, which could have a material adverse effect on our financial condition and results
of operation.

The
new rights can be suspended or cancelled by the Minister on breach of or, in the case of mining rights, on non-optimal mining in accordance with the mining work program.

The
new rights will be subject to a royalty payable to the State, calculated on gross revenue as proposed in the draft Royalty Bill, 2003, which was released in March 2003 for
comment, and which proposes a quarterly royalty payment of three percent of gross revenue in the case of gold. As proposed, royalty payments will commence upon the conversion and granting of a new
mining right.

The
Act calls for a Broad Based Socio-Economic Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has largely
been agreed with mining industry representatives (including us), and with representatives of other stakeholders. The Charter's stated objectives include;



The
Charter requires that each mining company achieve 15 percent ownership by historically disadvantaged South Africans of its South African mining assets within five years and
26 percent ownership within ten years. It contemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on a
willing seller/willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving employment equity at management level with a view to
achieving 40 percent participation by historically disadvantaged persons in management and ten percent participation by women in the mining industry, each within five years. When considering
applications for the conversion of existing rights, the State will take a "scorecard" approach, evaluating the commitments of each company to the different facets of promoting the objectives of the
Charter. The draft scorecard was published by the government in February 2003. Failure to comply with the requirements of the Charter could result in the suspension or cancellation of one or
more of our licenses or cause us to be subject to fines.

The
loss of any rights or the refusal of a substituted rights could prevent us from continuing to mine at an operation. This could reduce our production capacity and profitability.

Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and new South African labor laws.

We currently employ and contract approximately 19,000 people in South Africa, of whom, approximately 65% are members of trade unions or employee associations.
This includes all employees of CGR and employees at ERPM. Accordingly, we are at risk of having our production stopped for indefinite periods due to strikes called by unions and other labor disputes.
In South Africa, in addition to strikes, on occasion we experience work stoppages based on national trade union "stay away" days regardless of the state of our relations with workforce. We have
entered into various agreements regulating wages and working conditions at our South African mines through June 30, 2005 at which time we will need to re-negotiate these agreements.
Significant labor disruptions may reduce our

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production
and cause us to incur significant costs which could reduce our profitability. We are not able to predict whether we will experience significant labor disputes in the future.

In
recent years, labor laws in South Africa have significantly changed in ways that affect our operations. In particular, laws that provide for mandatory compensation in the event of
termination of employment for operational reasons and that impose large monetary penalties for non-compliance with the administrative and reporting requirements of affirmative action
policies could result in significant costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs or alter our relationship with our
employees.

Our operations in South Africa and Papua New Guinea are subject to extensive regulations which could impose significant costs and burdens.



Our South African operations are subject to various environmental laws and regulations including, for example, those relating to water management, waste
treatment, emissions and disposal, and must comply with permits or standards governing, among other things, tailings dams and waste disposal
areas, water use, air emissions and water discharges. We may, in the future, incur significant costs to comply with the South African environmental requirements imposed under existing or new
legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. Also, we may be subject to litigation and other
costs as a result of environmental rights granted to individuals under South Africa's Constitution or other sources of rights. These costs could reduce our profitability.

The
Blyvoor Section has its own unique environmental risks, due to its dolomitic geology, sinkholes and subsidences which require remediation using appropriate cost-effective
filling techniques.

Additionally,
two of our operations have to pump mine water to the surface. The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also,
dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in dolomitic formations. As the water reaches the surface, there
will be an increased risk of damage to municipal services, foundations of buildings and properties. We have not conducted an assessment of the full scope of such potential environmental damage, nor
are we aware to what extent we may be liable for such damage, if any, resulting from continued or previous flooding of our mines, including the affected mines or other mines not currently experiencing
flooding problems.

The
Argonaut Project will, if it is developed, be situated below the southern Johannesburg metropolitan area. Recently, local opposition groups in South Africa have managed to delay or
prevent operations of other extractive enterprises. Because of this, it is possible that public opposition to the project could delay our application for the necessary permits or prevent the
implementation of the project.

The
Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river system
in accordance with a permit issued by the Papua New Guinea Department of the Environment. Due to the elevated concentrations of heavy metals naturally occurring in the ore, in particular lead, mercury
and arsenic, discharges are monitored closely in accordance with the terms of an environmental monitoring program. Cyanide associated with the tailings deposited is detoxified and cyanide levels are
monitored daily. However, should we be unable to control the cyanide, the increased levels of cyanide could pose potential adverse health risks to the surrounding communities and may result in us
violating our mining permit conditions under the PNG Environmental Act 2000 and Regulations 2000 and may expose us to civil and criminal liability when this legislation comes into effect. However, we
have encountered local opposition from indigenous peoples and landowners regarding our discharge of

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tailings.
This opposition could cause delays or stoppages which could reduce our production capacity and results of operations.

South
African mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. In addition, during the operational life of their mines, they
must provide for the cost of mine closure and post-closure rehabilitation and monitoring once mining operations cease. We fund these environmental rehabilitation costs by making
contributions into environmental trust funds established for each of the operations, which amounts are approved by the authorities. As of June 30, 2003, we had a total of $17.9 million
invested in the funds. Changes in legislation or regulations (or the approach to enforcement of them) or other unforeseen circumstances may cause us to incur additional future environmental
expenditures or increase the level or accelerate the timing of our provisioning for these expenditures.

In
the future, compliance with the Mine Health and Safety Act, 1996 (as amended) and the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), may require
significant expenditures which could reduce our profitability.



Our privately held land and mineral rights in South Africa could be subject to land restitution claims under the Restitution of Land Rights Act, 1994 (as
amended), or Land Rights Act. Under the Land Rights Act, any person who was dispossessed of rights in land in South Africa as a result of past racially discriminatory laws or practices is granted
certain remedies, including the restoration of the land. The initial deadline for such claims was December 31, 1998. We have not been notified of any land claims, but it is possible that
administrative delays in the processing of claims could have delayed such notification. Any claims of which we are notified in the future could have a material adverse effect on our right to the
properties to which the claims relate and prevent us using that land and exploiting any mineral reserves located there.

Political or economic instability in South Africa or regionally may reduce our production and profitability.

We are incorporated and own significant operations in South Africa. As a result, political and economic risks relating to South Africa could reduce our production
and profitability. Large parts of the South African population do not have access to adequate education, health care, housing and other services, including water and electricity. Government policies
aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under previous governments may increase our costs and reduce our profitability. In recent years, South Africa
has experienced high levels of crime and unemployment. These problems have impeded fixed inward investment into South Africa and have prompted emigration of skilled workers. As a result, we may have
difficulties attracting and retaining qualified employees.

Recently,
the South African economy has been growing at a relatively slow rate, inflation and unemployment have been high by comparison with developed countries, and foreign reserves
have been relatively low. In the late 1980s and early 1990s, inflation in South Africa reached record highs. This
increase in inflation resulted in considerable year on year increases in operational costs. In recent years, the inflation rate has decreased and as of September 2003 the inflation rate stood
at 3.7%. A return to significant inflation in South Africa, without a concurrent devaluation of the Rand or an increase in the price of gold, could result in an increase in our costs which could
reduce our profitability.

There
has been regional political and economic instability recently in neighboring Zimbabwe. Any similar political or economic instability in South Africa could have a negative impact on
our ability to manage and operate our South African operations which could result in an increase in our costs and a decrease in our production and profitability.

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Our ability to conduct business outside South Africa could be materially constrained by South African exchange control regulations.

South Africa's exchange control regulations restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland,
known collectively as the Common Monetary Area. Transactions between South African residents (including companies) and non-residents of the Common Monetary Area are subject to exchange
controls enforced by the South African Reserve Bank. As a result, our ability to raise and deploy capital outside the Common Monetary Area is restricted. In particular, we are:



These
restrictions could prevent us from obtaining adequate funding on acceptable terms for our acquisitions and exploration projects outside South Africa.

An acquisition of non-South African shares or assets, or South African shares or assets from a non-South African, by South
African resident purchasers is subject to exchange control regulations and may not be granted regulatory approval.

Potential acquisitions of non-South African shares, or assets or South African shares or assets from a non-South African by South African
resident purchasers, are subject to prior approval by the South African Reserve Bank, or SARB, pursuant to South African exchange control regulations. The SARB may refuse to approve such proposed
acquisitions by us in the future. As a result, our management may be limited in its ability to consider strategic options and our shareholders may not be able to realize the premium over the current
trading price of our ordinary shares which they might otherwise receive upon such an acquisition.

Political or economic instability or difficulties in Papua New Guinea may reduce our production and profitability.

In Papua New Guinea, there is a greater level of political and economic risk as compared to South Africa. For example, open pit operations at the Porgera mine
have been temporarily suspended in the past due to interruptions in the electrical power supply as a result of election related vandalism. There is also a risk that social unrest and government
intervention could be exacerbated during the mine closure process. The Porgera mine's infrastructure including power, water and fuel may be at risk of sabotage. Porgera has extensive community
relations and security groups to anticipate and manage social issues that may arise because of the evolving nature of its community.

Also,
the Porgera mine has, on a number of occasions, experienced delays in the granting of operating permits and licenses, necessary for this mine to conduct its lawful operations.
Although there has never been an interruption to operations due to an issue of this nature, if at any time in the future permits essential to lawful operations are not obtained or exemptions not
granted, there is a risk that the Porgera mine may not be able to operate for a period of time. Future government actions cannot be predicted but may impact on the operations and regulation of mines
including Porgera.

Any
suspension of operations at the Porgera mine would decrease our production and profitability.

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Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based
on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

We are incorporated in South Africa. Substantially all of our directors and executive officers (and certain experts named herein) reside outside of the United
States. Substantially all of the assets of these persons and substantially all of our assets are also located outside the United States. As a result, it may not be possible for investors to effect
service of process on these persons or us within the United States or to enforce a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities
or other laws of the United States or any state thereof against these persons or us. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be
enforced by South African courts provided that:



It
is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive
damages is generally unknown to the South African legal system, that does not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends
on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and
cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is
brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. An original action based on United States federal
securities laws cannot be brought before South African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated
in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South African courts.

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ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

Durban Roodepoort Deep, Limited is a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and
smelting. Our operations consist of the North West Operations, the Blyvoor Section and our 40% interest in the Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We also
have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South
Africa. Gold currently accounts for more than 14% of the value of total South African exports. South Africa is the world's largest producer of gold, with an annual production of more than 400 tons
according to the World Gold Council.

Our
registered office and business address is 45 Empire Road, Parktown, Johannesburg, South Africa, 2193. The postal address is P.O. Box 390, Maraisburg 1700, South Africa. Our
telephone number is (+27 11) 381-7800 and our facsimile number is (+27 11) 482-4641. We are registered under the South African Companies Act, 1973 (as amended)
under registration number 1895/000926/06. For our ADRs, the Bank of New York, 101 Barclay Street., New York, NY 10286 has been appointed as agent.

We
are a public company, formed on February 16, 1895 and our shares were listed on the Johannesburg Securities Exchange, or JSE, that year. In 1898, our milling operations
commenced with 30 stamp mills. In that year, we treated 38,728 tons of ore and produced 22,958 ounces of gold. We have focused our operations on the West Witwatersrand basin which has been a gold
production region for over 100 years. The Blyvoor Section and North West Operations, which is comprised of the Buffels Section and Harties Section, are predominantly underground operating mines
located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing quartz pebble conglomerates in addition to certain surface sources. The Crown Section, also located within
the Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of previous mining operations.

Our
operational focus is to increase production, improve productivity and reduce costs. With the appreciation of the Rand against the Dollar, our cash costs for fiscal 2003 increased to
$303 per ounce of gold from $212 per ounce of gold in fiscal 2002. Prior to fiscal 2003, our cash costs decreased from an average of $267 per ounce of gold in 2000 to $212 per ounce of gold in 2002.
Our total costs per ounce have decreased from an average of $290 per ounce in fiscal 1999 to $268 per ounce in fiscal 2003. The decrease is primarily attributable to an increase in the profit on
financial instruments. Since 1997, our production has increased from less than 170,000 ounces per year to 792,996 ounces in fiscal 2003. We currently process approximately 0.26 million tons of
ore per month from underground operations with an average recovery of 0.183 ounces of gold per ton of ore. Surface production is derived from tailings dams and waste rock of approximately
0.4 million tons per month with an average recovery of 0.021 ounces of gold per ton of ore processed.

Available
attributable proven and probable reserves as of June 30, 2003 were estimated at 15.8 million ounces, as compared to approximately 16.3 million ounces at
June 30, 2002 representing a 3% decrease. The decrease is primarily due to production during the year and the sale of 60% of CGR effective July 1, 2003. We seek to increase our reserves
through development and to acquire additional new reserves through acquisitions. Our metallurgical plants have a combined throughput capacity of 24 million tons per annum.

We
have had a number of changes in management and in the composition of our board of directors during the last year. Our reorganized management team has made important changes to our
business, most notably, a major restructuring of our hedge book. We have embraced the South African government's drive for black economic empowerment and concluded a transaction with Khumo Bathong
Holdings (Pty) Ltd, or KBH, involving the sale of a 60% share of our interest in CGR. We

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also
took positive steps to start growing our asset base and making our production profile more sustainable. For example we accelerated our exploration programs at the Tolukuma and Harties Sections.
The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

As
a result of the increase in our proven and probable reserves since fiscal 2001, the life at the Blyvoor Section has been extended from 12 to 20 years; the life at the Buffels
Section is eight years, and the Harties Section now has a life of fifteen years compared with less than 18 months when we acquired it in 1999. We believe the results are indicative of our focus
and strategy under our reorganized management team.

Our History and Development

In 1992, our holding group (Rand Mines) was restructured and a new company, Randgold & Exploration Company Limited, or Randgold, was formed to provide
management services to our gold mines.

During
1996, we acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Witwatersrand Gold Mines Ltd or West Wits, in
exchange for an aggregate of 1,846,087 ordinary shares. Simultaneously with this transaction, we acquired the Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings
Limited and the entire issued capital and shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

Also
during 1996, our ADRs began trading on the Nasdaq National Market. However, in December 2000, we received notice from the Nasdaq Stock Market, Inc. of its intention to
de-list our ADRs from the Nasdaq National Market due to the fact that the ADRs were consistently trading below the required minimum bid price of $1.00. In February 2001, we decided
to voluntarily remove our ADRs from the Nasdaq National Market. Our ADRs are now listed on the Nasdaq SmallCap Market.

In
August 1997, we purchased the mineral rights represented by the Argonaut Project from Randgold.

On
September 15, 1997, we acquired the entire share capital of Blyvooruitzicht Gold Mining Company Ltd, or Blyvoor, in exchange for 12,693,279 ordinary shares, calculated
at a ratio of 25 ordinary shares for every 100 Blyvoor shares. Also on September 15, 1997, we acquired Buffelsfontein Gold Mines Ltd, or Buffels in exchange for 14,300,396 ordinary
shares, calculated at a ratio of 110 of our ordinary shares for every 100 Buffels ordinary shares.

On
September 14, 1998, we acquired Crown in exchange for 5,925,139 ordinary shares, calculated at a ratio of 11.55 of our ordinary shares for every 100 Crown linked units. A Crown
linked unit was comprised of one Crown ordinary share and one Crown unsecured variable-rate debenture, due November 10, 2003, then valued at R3.00.

On
August 16, 1999, Buffels acquired the majority of the assets and liabilities of the Harties mining operation from Avgold Limited, a South African mining company, for
R45 million ($7.4 million).

During
September 1999, we purchased 28,693,002 (19.9%) ordinary shares in Dome Resources Ltd, or Dome, for R34.9 million ($3.3 million). On March 13,
2000 we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. The offer consisted of one of our ordinary shares and A$0.80 cash for
every nine Dome shares. The closing date for this offer was April 13, 2000 but the offer was extended as only 97.34% of Dome ordinary shares had been acquired. We completed this acquisition in
June 2001.

During
August 2000, our management decided to cease all operations at the Durban Deep Section and both underground and open pit operations at the West Wits Section. This decision
was taken after the South African government withdrew the water pumping subsidy. Without the subsidy, mining at the Durban Deep Section would become prohibitively expensive.

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In April 2001, we launched the Blyvoor Expansion Project. This project will facilitate the commissioning of additional infrastructure and the opening up of additional mining areas
to further enable the effective mining of reserves at the Blyvoor Section. As a result of this anticipated increase in production, the life of the mine for the Blyvoor Section has been increased to
25 years.

During
fiscal 2002, our management reached the conclusion that our then current hedge book structure would make it difficult for us to accomplish our strategy of providing our investors
with exposure to the price of gold. The total gold production committed under our hedging program, excluding the Eskom "gold for electricity" contract, as of July 1, 2001 was 802,625 ounces
over a three year period. As a result of this commitment our shareholders were exposed to opportunity loss as a result of an increase in the price of gold.

In
May 2002, we entered into equal and opposite positions to all of our outstanding derivative instruments, except our "gold for electricity" contract with Eskom, to effectively
close them out and eliminate any existing commitment to sell our gold production. The loss that we realized on the existing positions was $72.8 million. The counterparties, J.P. Morgan Chase
Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under this restructuring immediately in cash, which amounted to approximately
$38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period.

During
February and May 2002, we conducted private placements for a total of 12,000,000 of our ordinary shares. The net proceeds of these private placements was
R445.5 million ($42.2 million) which we used to partially fund a major restructuring of our hedge book.

During
the course of the audit exercise for the 2000 fiscal year, certain irregular transactions came to our attention. An internal investigation commenced at the insistence of a special
committee of the board of directors. During the course of this investigation, we discovered that all 8,282,056 ordinary shares issued ostensibly for the acquisition of the Rawas gold mine in 1999 were
invalidly issued and allotted. Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas shares, it was not possible to
distinguish the Rawas shares from all the other issued ordinary shares, and so their identity had been lost. This meant that none of the Rawas shares, and their holders at the time, could be
identified and therefore, none of the Rawas shares could be removed from our members' register. The Rawas shares, therefore were effectively in issue with no possibility of removing them from the
members' register. At a shareholders' meeting, our shareholders resolved, by special resolution, that we should apply to the High Court of South Africa for validation of the issuance of the ordinary
shares. We have made this application and the High Court of South Africa validated the issuance on June 19, 2002.

Important Events in the Current Year

Effective July 1, 2002, we engaged in a transaction consistent with our black empowerment strategy by entering into a share purchase agreement with Crown,
Industrial Development Corporation of South Africa, or IDC, and KBH. Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH for a total
amount of R105 million ($10.1 million), and realized a profit of R48.0 million ($5.3 million). KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each
purchased their respective share of three shareholder loans, aggregating R190.1 million ($18.3 million) owed by CGR to us.

As
part of this transaction, we loaned KBH R5.3 million ($0.7 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest at the prime rate
of The Standard Bank of South Africa on overdraft plus 3%. This loan has a term of five years from July 1, 2002 and is repayable on demand. This loan was secured by a pledge of 48,928,824
shares of ERPM held by KBH. However, since the acquisition of ERPM by CGR, the loan is no longer secured.

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Shortly
thereafter, KBH chose to exercise its option to purchase all of IDC's interest in CGR. As a result, with effect from July 15, 2002, the share capital of CGR is now owned
40% by us and 60% by KBH. Also, as part of this transaction, KBH repaid IDC's portion of the shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of the loans to KBH and 40% of the loans
to us.

Also
as part of this transaction, KBH subscribed for 4,794,889 of our ordinary shares for a cash subscription price of R68 million ($6.8 million). The subscription
agreement entered into by us and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

In
October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in ERPM for R100 million ($11.0 million). In
connection with this transaction, we have provided ERPM with a loan of R10 million ($1.3 million). In addition, an amount of R60 million ($8.0 million) was lent by us to
CGR which CGR paid to the then shareholders of ERPM as an interest free loan. CGR has received from the shareholders, as security for the loan, a pledge of the entire issued share capital of ERPM and
a cession of the shareholders' claim to CGR. The South African competition authorities have approved the transaction and the R60 million ($8.0 million) loan is deemed to be part payment
of the purchase price of R100 million ($11.0 million) by CGR for the acquisition of the shares and the claims of ERPM.

On
November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount
thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in
November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, American Depositary Shares, or ADSs, at a conversion price of $3.75 per share or ADS, subject to
adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after
November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to
non-U.S. persons in reliance on Regulation S under the Securities Act.

As
a result of anticipated changes in our audit team, on December 13, 2002, we requested that Deloitte & Touche resign as our independent auditors. Deloitte & Touche
indicated orally to us that effective December 31, 2002, they intended to resign and their letter dated December 31, 2002 was subsequently received. In response to this, we have engaged
KPMG Inc. as our new independent accountants effective January 1, 2003. Our Audit Committee recommended, and our Board of Directors authorized and approved, the decision to accept the
resignation of Deloitte & Touche and to replace them with KPMG Inc.

The
reports of Deloitte & Touche on our financial statements for the fiscal years ended 2001 and 2002 have contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.

In
connection with our audits for the fiscal years ended 2001 and 2002 there have been no disagreements between us and Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Deloitte & Touche would have caused Deloitte &
Touche to make reference thereto in its reports on our financial statements for such years.

During
the two most recent fiscal years there have been no reportable events with regard to us.

During
the fiscal years ended 2001 and 2002, we have not, nor has any other person on our behalf, consulted with KPMG Inc. on any application of accounting principles or any other
matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.

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On
December 16, 2002 we announced our proposed acquisition of an equity stake in Emperor Mines Limited, an Australian listed gold mining company. Emperor Mines Limited produces
about 115,000 ounces of gold a year from its Vatukoula mine in Fiji. As part of the acquisition we have the right to appoint two members of the eight member board of Emperor Mines Limited. As of
December 31, 2002, we had acquired on the open market 0.51% of Emperor Mines Limited for A$0.7 million ($0.4 million). By April 2003, we had increased our percentage
holding in Emperor Mines Limited through additional purchases on the open market to 19.81% at a total additional cost of A$15.8 million ($9.2 million).

Effective
January 29, 2003, Mr. Nick Goodwin resigned form our board of directors.

On
March 26, 2003, we discharged our obligation to JP Morgan Chase Bank under an International Bullion Master Agreement. This obligation was secured by the metallurgical plants at
the Blyvoor, West Wits and Buffels Sections. We have received a release of these assets.

On
March 13, 2003, Maryna Eloff, our group secretary, resigned. In her resignation letter, Ms. Eloff alleged that she had been constructively dismissed because we had
allegedly engaged in unlawful investigations into her personal affairs and violated her rights to privacy as well as her constitutional rights. Ms. Eloff also made allegations of insider
trading on the part of our executive management and certain of our non-executive directors. Ms. Eloff's letter was released to the media before being delivered to us and her
resignation generated an amount of publicity.

Shortly
thereafter, we met with representatives of the JSE Securities Exchange, South Africa, or JSE, to discuss Ms. Eloff's allegations of insider trading. We believe these
claims are without merit and at the request of the JSE, we made a public announcement denying all allegations. On September 30, 2003 the Financial Services Board indicated to us that after an
investigation into the matter, no evidence had come to light to support the claims, and that no legal action would be taken against us or our officers.

On
March 18, 2003, Benita Morton, our group legal adviser, resigned. In her letter of resignation, Ms. Morton also alleged that she was constructively dismissed on the same
grounds as Ms. Eloff. We deny the claims of both Ms. Eloff and Ms. Morton and we are considering legal action in response to them.

Effective
April 24, 2003 Mr. Frik Coetzee retired from our board of directors.

On
June 20, 2003, Jacob Hendrik Dissel resigned from our board of directors effective on June 30, 2003. As of that date, he became General ManagerGroup
Finance.

In
June 2003, we entered into an agreement with Mogale Gold (Pty) Limited, or MGL (previously known as Bophelo Trading (Pty) Limited) for the sale of the West Wits gold plant and
certain related assets for R25 million ($2.4 million) to process certain sand dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. We
retain the right to mine underground by virtue of certain mining titles and mining authorizations on the property. As part of the agreement, we agreed to indemnify MGL against any loss, damage or
expense which MGL might incur as a result of any liability in connection with the transferred assets, the cause of which arose prior to this sale. The effective date of this sale was July 21,
2003. This agreement amends the agreement that we entered into previously with Bophelo Trading (Pty) Limited.

Important Subsequent Events

Effective August 18, 2003, we are now included as a member of the Philadelphia Gold and Silver Index. This is a capitalization weighted index comprised of
the leading publicly traded companies involved in the mining of silver and gold.

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On
August 14, 2003, we entered into an option agreement with Investec Bank (Mauritius) Limited or Investec, granting Investec the option to acquire 18 million of our
ordinary shares. The strike price per share of the option is 95% of the trade-weighted average price of our American Depositary Receipts, or ADRs for the 30 days prior to exercise.

On
September 4, 2003 the terms of the option were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65%
of our total issued and outstanding ordinary shares as of June 30, 2003. On September 8, 2003, we announced that Investec exercised the option in respect of 18 million ordinary
shares at a price of $2.3967 per ordinary share for a total consideration of approximately $43 million. On September 11, 2003, we announced that Investec had exercised the remaining
portion of the option, acquiring an additional 9 million ordinary shares, at a price of $2.4242 per share for a total consideration of approximately $22 million. The proceeds from this
option were used to partially fund our acquisition of a 20% interest in the Porgera Gold Mine.

On
July 21, 2003, we entered into a 60-day review period on our North West Operations designed to restore the operations to profitability. On August 25, 2003,
our management announced a proposal to meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy
for their input. An agreement was reached with all labor organizations and the process was completed on September 21, 2003, with approximately 3,000 employees retrenched at a cost of
$5.4 million and the placing of certain infrastructure (Shaft Number 6) on a "care and maintenance" program. This resulted in a 5% reduction of the planned production profile. The
operations expected life remains unchanged.

In
connection with the offering of the $66,000,000 6% Senior Convertible Notes, we entered into a registration rights agreement with the initial purchaser of the notes. This agreement
obligated us to file with the SEC a shelf registration statement with respect to the offer and sale of the notes and the ordinary shares or the ordinary shares underlying the ADSs issuable upon
conversion of the notes. On September 30, 2003, the SEC declared effective our registration statement on Form F-3 pertaining to the notes. To date, no notes have been
converted.

On
September 30, 2003 we announced that Andrea Townsend had become Company Secretary effective October 1, 2003.

On
October 14, 2003 we announced that we had reached an agreement with Oil Search Limited, or OSL, to acquire two of that company's wholly-owned subsidiaries, Orogen Minerals
(Porgera) Limited, or OMP, and Mineral Resources Porgera Limited, or MRP. Also as part of this transaction, Orogen Minerals Limited, another subsidiary of OSL and parent of OMP, assigned its rights to
a loan owed to it by OMP upon completion of the transaction to our subsidiary, DRD (Isle of Man) Limited. The transaction was effected through an amalgamation of OMP and MRP with our wholly-owned
subsidiary, Dome Resources (PNG) Limited. As a result of the amalgamation, OMP is the surviving entity and is wholly-owned by our wholly-owned subsidiary DRD (Isle of Man) Limited.

OML
owns a 20% interest in certain mining leases, easements and exploration licenses which form part of the Porgera Mine. Placer Dome Inc. owns 75% of the assets which make up the
Porgera Mine and the remaining 5% interest is owned by the Enga Provincial government and landowners. All of the various mineral tenements making up the Porgera Mine are exploited collectively by the
parties. An affiliate of Placer Dome, Inc., Placer (PNG) Limited is the operator of the Porgera Mine, and is subject to the control of a Management Committee made up of representatives of the
parties. Decisions regarding the assets which comprise the Porgera Mine including any sale thereof are made collectively by the parties through the Management Committee. The parties also have a right
of first refusal with regard to certain assignments of assets which make up the Porgera Mine. In connection with this transaction, DRD (Isle of Man) Limited has agreed to pay up to the maximum stamp
duty incurred in connection with the transaction. The maximum amount of this duty is $3.69 million. DRD

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(Isle
of Man) Limited has also agreed to pay any stamp duty top up, as calculated in the Deed of Amalgamation entered into in connection with this transaction. All or a portion of these amounts may be
refunded to DRD (Isle of Man) Limited.

This
collective arrangement is referred to as the Porgera Joint Venture. Each party has the right to own and to take in kind and dispose of its share of all ores, concentrates and
refined products produced by the Porgera Mine. Each party also pays for its proportionate share of the costs associated with the mining activities.

As
part of the acquisition we have offered 5% of our assets in the Progera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All
conditions precedent to this transaction have been met and approval from the Papua New Guinea Central Bank was obtained on November 19, 2003. SARB approval was obtained on
September 4, 2003. We received approval of the transaction from the Investment Promotion Authority of Papua New Guinea on December 16, 2003. The final purchase price was
$73.3 million, which was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing
adjustments which have not yet taken place.

On
October 23, 2003, we announced that Douglas Blackmur had joined our board of directors.

On
November 4, 2003, we issued 3,000,000 ordinary shares to Investec in exchange for gross cash proceeds of $8 million which was used to cover restructuring expenses at our
North West Operations.

On
December 19, 2003, Mr. Mark Wellesley-Wood was appointed Executive Chairman, Mr. Ian Murray was appointed Chief Executive Officer and Chief Financial Officer, and
Mr. Geoffrey Campbell was appointed Senior Non-Executive Director.

B.    BUSINESS OVERVIEW

Strategy

Our business strategy is to continue to provide controlled, well-managed growth and establish a reputation of strong corporate governance. The
following are the key elements of this strategy:



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CGR's
acquisition of ERPM is an example of CGR's acquisition strategy. We have provided financial support for the transaction as well as the managerial expertise to run the operation.
ERPM is an under-performing mine located to the east of Johannesburg with extensive underground workings and a number of surface tailings dams and dumps. This transaction offers:



CGR
acquired ERPM without indemnification for any disclosed or undisclosed liabilities, as the seller was unwilling to provide such indemnification. In the course of negotiations, a due
diligence investigation was conducted. As a result of this investigation, the initial purchase price was reduced by approximately R40 million to reflect potential liability at the time the
acquisition was entered into.

West Witwatersrand Basin Geology

Blyvoor Section and North West Operations, which is comprised of the Buffels Section and Harties Section, are predominantly underground operating mines located
within a geographical region known as the Witwatersrand Basin, exploiting gold bearing reefs in addition to certain surface sources. Crown Section, also located within the Witwatersrand Basin,
exploits various surface sources, including sand and slime tailings deposited as part of historical mining operations. Our underground operations are

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typical
of the many operations in the area which together have produced approximately 44,092 tons of gold over a period of more than 100 years.

The
Witwatersrand Basin comprises a 3.7 mile vertical thickness of sedimentary rocks situated within the Kaapvaal Craton, extending laterally for approximately 186 miles
east-northeast and 62 miles south-southeast. The sedimentary rocks generally dip at shallow angles towards the center of the basin though locally this may vary. The Witwatersrand Basin is
Archaean in age and the sedimentary rocks are considered to be approximately 2.7 to 2.8 billion years old.

Gold
mineralization in the Witwatersrand Basin occurs within horizons termed reefs. These occur within seven separate goldfields located along the eastern, northern and western margins
of the basin. These goldfields are known as the Evander Goldfield, the East Rand Goldfield, the West Rand Goldfield, the Far West Rand Goldfield, the Central Rand Goldfield, the Klerksdorp Goldfield
and the Free State Goldfield. As a result of faulting and other primary controls of mineralization, the goldfields are not continuous and are characterized by the presence or dominance of different
reef units. The reefs are generally less than 6 feet thick but in certain instances, these deposits form stacked elastic wedges which are hundreds of feet thick.

The
gold generally occurs in native form within the various reefs, often associated with pyrite and carbon.

Description of Our Mining Business



Exploration activities are focused on the extension of existing orebodies and identification of new orebodies both at existing sites and at undeveloped sites.
Once a potential orebody has been discovered, exploration is extended and intensified in order to enable clearer definition of the orebody and the portions with the potential to be mined. Geological
techniques are constantly refined to improve the economic viability of exploration and exploitation.



The mining process can be divided into two main phases: (i) creating access to the orebody and (ii) mining the orebody. This basic process applies
to both underground and surface operations.







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Our Metallurgical Plants and Processes



Metallurgical
processing facilities at our North West Operations include four operating plants one serving the Buffels Section, known as the Buffels Plant, and three serving the Harties
Section, namely the No. 2 Gold Plant, or 2GP, the Low Grade Gold Plant, or LGGP, and the No. 7 Gold Plant or 7GP. These have a combined operating capacity of 783,000 tons per month, or
tpm. Currently, 2GP treats underground sources with LGGP and 7GP processing surface sources. LGGP also treats oversize screened ore from 2GP feed.

Buffels Plant:Commissioned in 1957, the original plant was comprised of a conventional circuit including multi-stage
crushing and grinding followed by standard dissolution and recovery circuits. The plant was modified from 1994 to 1997 through the closure and demolition of the original comminution sections. This
allowed early recovery of clean-up gold and the commissioning of a modern semi-autogenous, or SAG, milling circuit. This plant is also called the South Plant.

The
current circuit comprises a split stream for milling surface sources and underground ore prior to conventional thickening, cyanide leaching, filtration, zinc precipitation through a
Merrill Crowe system and smelting to doré. Both surface waste and underground milling circuits consist of dedicated SAG mills operating in closed circuits with hydrocyclones. The mill
product from surface sources is further enriched through a flotation circuit, the concentrate being combined with the milled underground ore prior to the leach circuit. The current operating capacity
is approximately 322,500tpm which is split as 59,500tpm and 263,000tpm for the underground and surface materials respectively. As a result of the
relatively recent commissioning, the comminution and flotation circuits are in a very good condition both mechanically and structurally.

On
June 5, 2003, we awarded a R100 million ($12.2 million) contract for the upgrading of the Buffels plant to the South African engineering firm, MAED. The upgraded
plant will treat underground ore at a rate of 209,000tpm and surface waste rock at a rate of 77,000tpm. We anticipate that the upgrade will allow us to significantly reduce operating expenses and
increase gold recovery at this plant. As of November 30, 2003, work had not begun on this contract.

2GP:Commissioned in 1954, this plant, also known as the High Grade Plant, is comprised of a circuit including multi-stage
crushing and milling, flotation, leaching, filtration, zinc precipitation and smelting to doré. The pyrite concentrate from the flotation circuit undergoes cyanidation, during which the
majority of gold dissolution takes place. The flotation residues are further processed through a slimes leach circuit. Pyrite concentrates are subsequently oxidised through a roasting operation with
sulphuric acid being produced as a by-product and the resultant calcine undergoing further cyanidation for additional gold recovery. We recently de-commissioned the Kemix
pumpcell scavenging plant at this site. The operating capacity of the plant was 176,300tpm. This plant was in need of extensive upgrades and we began demolition of the plant in October 2003.

LGGP:Commissioned in 1987, this plant, also known as the Low Grade Plant or the North Plant, is comprised of a circuit
including crushing, closed circuit milling, thickening, cyanidation and gold recovery in a Carbon-In-Pulp, or CIP, plant, elution, electrowinning and smelting to
doré. The current operating capacity of the plant is 170,000tpm. This plant is currently being used to process ore that was previously processed at the 2GP and 7GP plants.

7GP:Commissioned in 1963, this plant is comprised of a circuit including crushing and milling closed by hydrocyclones, and
pyrite flotation producing a concentrate for transportation by road tanker to 2GP, where it is further treated in the pyrite section for gold and sulphruic acid production. Sulphur is currently added
to the flotation plant feed to improve flotation performance and produce a concentrate capable of being processed through the acid plant circuit. The operating capacity of the

27

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plant
was 94,000tpm. Recently, this plant has been used to mill open pit material for cyanidation at 2GP. We began demolishing this plant in November 2002 and we plan to complete the demolition
in December 2003.



Commissioned
during 1969 following relocation as a result of sinkhole formations on the original site, the current plant has an operating capacity of 220,000tpm. This capacity has been
recently exceeded. As a result, the maximum throughputs are projected at 228,000tpm. We consider that despite the projected tonnage exceeding the plant capacity in the short term, with sustained plant
availability in line with historical achievement and with the four-shift system in place the plant facilities are appropriate to meet the life of mine requirements.

Metallurgical
processing facilities at Blyvoor Section are comprised of a single metallurgical plant. The process route is based on a conventional flowsheet comprising multi-stage
crushing, open circuit primary and closed circuit secondary milling with hydrocyclones, thickening and cyanide leaching in a Carbon-in-Pulp, or CIP, carousel arrangement. The
gold is recovered through electrowinning followed by smelting to doré. The circuit was recently modified by the closure of the original gold recovery system and the commissioning of a
modern carbon Kemix pumpcell plant.

At
the beginning of fiscal 2003, the Blyvoor Section began a feasibility study looking at the opportunity to re-mine and treat the slimes dam material from slime dimes 4 and
5. As a result of the study it was estimated that there is approximately 25 million tons of material at an estimated grade of 0.02 ounces per ton. It is estimated that this project has a life
of approximately 10 years. Modifications are being made to the existing plant to enable processing of this material, with the commissioning due to be completed by the end of
December 2003.



Metallurgical
processing facilities at Crown Section include three operating plants, known as the City Deep Plant, the Crown Plant and the Knights Plant. Additionally, after CGR's
purchase of ERPM on October 10, 2002, the Crown Section also includes the ERPM plant. All of the plants have undergone various modifications during recent years resulting in significant changes
to the circuits, specifically, the upgrading of sand sources and currently have sufficient combined operating capacity for the leaching circuits.

City Deep Plant:Commissioned in 1987, this plant is comprised of a circuit including screening, primary, secondary and
tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, Carbon-in-Leach or CIL, elution and zinc precipitation followed by calcining and smelting to
doré. In 1998, the plant was converted to a slimes only operation. However, due to operational difficulties caused by the particulate nature of the slimes, the milling circuit has
subsequently been recommissioned to facilitate the treatment of sand. The current operating capacity of the plant is 220,000tpm.

Crown Plant:Commissioned in 1982, this plant has already been modified and is comprised of a circuit including screening,
primary cycloning, open circuit milling, thickening, oxygen preconditioning, CIP and CIL, elution, zinc precipitation followed by calcining and smelting to doré. The current operating
milling capacity of the plant is 341,000tpm (leach circuit 496,000tpm).

Knights Plant:Commissioned during 1988, the circuit comprises screening, primary cycloning, spiral
pre-concentration, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electrowinning and smelting to doré. The current operating
capacity of the plant is 352,000tpm.

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The
metallurgical plant at West Wits was taken over by Crown for processing sand dumps only during 2000. Underground and open-cast mining ceased at this section in
August 2000. In June 2002, we entered into an agreement with MGL for the sale of the West Wits gold plant and certain related assets. The effective date of this sale was July 21,
2003. This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003.



The
Tolukuma plant was built in 1995. It is a compact plant as it is located on the top of a very steep sided mountain. The plant consists of a closed circuit SAG mill that is capable of
processing 19,800tpm. There is no thickener in circuit and the cyclone overflow reports directly to a CIL plant. Cyanide in the residue is neutralized in a detoxification plant prior to riverine
discharge. The loaded carbon is eluted in an AARL elution plant. About 25% of the gold is recovered in the milling circuit using a Knelson concentrator.



The
Emperor plant was built in 1997. The plant consists of two parallel grinding mills, namely a Smidth grinding mill and a larger Morgardshammer mill. The combined capacity of the mills
is approximately 66,000 tpm. There are also two flotation circuits, one for slimes washed from the ore, and a conventional sulphide circuit for the grinding circuit product. Both concentrates are
combined in a thickener, and then placed directly into a CIP circuit. Loaded carbon is stripped and combined with the calcine pregnant solution for zinc precipitation and smelting into bars.



The
Porgera plant was completed in 1996. The mill has undergone four stages of improvement and expansion throughout its life. Stage I, comprising a concentration and leach/CIP circuit,
commenced operations in September 1990, producing gravity concentrate and sulphur flotation concentrate for leaching to recover gold and silver. Stage II was commissioned in October 1991
and involved the processing of the sulphide flotation concentrate and previously stockpiled Stage I concentrate in a pressure oxidation circuit. Gold removed by pressure oxidation is recovered through
a CIP cyanide leach circuit, followed by site refining into doré. In September 1992, Stage III was placed into commercial use. This stage expanded both the underground mine and
mill facilities. Stage IV-A of the project commenced operation during October 1993, further expanding mining operations and the mill facilities. Stage IV-B, completed in
the first quarter of 1996, added a second SAG mill and large ball mill, to increase nominal mill throughput from 11,000 tons per day to 19,500 tons per day. This expansion included a 385 tons per day
oxygen plant, a 165 tons per day lime kiln and increased flotation and leaching capacity. Process water storage and the Hides power plant generation capacity, together with other infrastructure were
also increased to support this expansion. The open pit mining fleet capacity was expanded in 1997 from 165,000 tons per day to 231,500 tons per day to provide for the increase in mill feed. In 1999, a
further flotation expansion was installed to improve recoveries, and additional oxygen capacity was added to increase autoclave throughput. Four Knelson concentrators were installed in 1999, to remove
free gold ahead of the flotation circuit. In 2001, an Acacia reactor was commissioned to treat the Knelson concentrate, and modifications were made to the grinding and CIP circuits.

Marketing

All gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining under an agreement signed by us in October 2001.
At our various operations the gold bars which are produced consist of approximately 85% gold, 7-8% silver and the balance copper and other common elements. The gold bars are sent to the
Rand Refinery Ltd for assaying and final refining where the

29

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gold
is purified to 99.9% purity and cast into troy ounce bars of varying weights. Rand Refinery Ltd then sells the gold on the same day as delivery, for the London afternoon fixed price on the
day the gold is sold, with the proceeds remitted to us in Rand within two days. In exchange for this service, we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and
administration fees. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies) and Mr. Wayne Koonin, our Divisional Director: Group Finance,
is also a director of Rand Refinery Ltd. Mr. Ilja Graulich, our General ManagerInvestor Relations, is an alternate director of Rand Refinery Ltd.

The
gold produced in Papua New Guinea by Tolukuma is sold directly to N.M. Rothschild under an agreement signed by us in December 2001. Proceeds for gold sold are received
within two days. The selling price is determined by the previous day's London afternoon fixed price and we are paid in Dollars. We do not have an interest in N.M. Rothschild.

The
gold produced from the Porgera Mine in Papua New Guinea is sold directly to Bankwest. Proceeds for gold sold are received within two days. The selling price is determined by the spot
price at the time of sale and we are paid in Dollars. We do not have an interest in Bankwest.

The
gold produced in Fiji by Emperor is sold directly to AGR Mathay (Perth). Proceeds for gold sold are received within two days. The selling price is determined by the
London A.M. Closing price on the day of sale and Emperor is paid in Dollars. Neither Emperor nor we own an interest in AGR Mathay (Perth).

Total Ore Reserves (all mines)

Only those reserves which qualify as proven and probable reserves for purposes of the SEC's Industry Guide Number 7 are presented in this Annual Report. The
following definitions apply:

Reserves:

That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.Proven (Measured) Reserves:

Reserves for which (a) the quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the
sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established.Probable (Indicated) Reserves:

Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation


The
ore reserve is reported by the mineral resource department of each mine and the reports are compiled by the Group Mineral Resources Manager. The Tolukuma Mine ore reserve is reported
by Michael John Bird, Chief Exploration Geologist.

The
ore reserve is inclusive of diluting materials and allows for losses that may occur when the material is mined. Ore reserve tons, grade and content are quoted as delivered to the
gold plant. The cut-off grade is based upon direct costs from the mining plan, taking into consideration production levels, production efficiencies and the budgeted costs. We utilize two
types of pay-limits. The first is

30

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pay-limit,
which includes total cash costs, including overhead costs, to calculate the pay-limit grade. The second is the cut-off which includes total cash costs,
excluding overhead costs, to calculate the cut-off grade, resulting in a lower figure than the full pay-limit grade.

Our
ore reserves figures are estimates, which may not reflect actual reserves or future production. We have prepared these figures in accordance with the industry practice, converting
mineral deposits to an ore reserve through the preparation of a mining plan. The ore reserve estimates contained herein inherently include a degree of uncertainty and depend to some extent on
statistical inferences which may prove unreliable.

Reserve
estimates require revisions based on actual production experience or new information. Should we encounter mineralization or formations different from those predicted by past
drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might adversely affect our operations. Moreover, if the
price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates decrease, it may become uneconomical to recover ore reserves
containing relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our ore reserves. Moreover, short-term operating factors
relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different grades, may reduce our profitability in any particular accounting period.
Under our current mining plans, all reported reserves would be mined out within the period of existing leases. We have all of the required governmental permits or approvals, or have applied for the
necessary extensions, required to exploit our reserves.

The
international mining consulting firm of Resource Service Group has reviewed the 2003 ore reserves, to the extent of our current mining plans. This included initial site visits, a
full independent review of each of our operations and the preparation of a reserve statement.

Our
attributable proven and probable reserves as of June 30, 2003 and June 30, 2002 are set forth in the table below. The reserve figures as of June 30, 2003 were
based on the then prevailing gold price of $350 per ounce (R96,500 per kilogram) and the then prevailing exchange rate of R8.58 to $1.00. The reserve figures as of June 30, 2002 were based on
the then prevailing gold price of $320 per ounce (R102,882 per kilogram) and the then prevailing exchange rate of R10 to $1.00. This 6% decrease in the Rand per kilogram gold price, and the sale of
60% of the Crown Section resulted in a 3% decrease

31

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in
our total proven and probable reserves, indicating the sensitivity of our reserves to the Rand gold price. At June 30, 2003, the Rand gold price per kilogram was R83,097.

June 30,2003

2002Tons

Grade

Gold

Tons

Grade

Gold(mt)

(g/t)

('000 ozs.)

(mt)

(g/t)

('000 ozs.)UndergroundHarties Section- Proven Reserves

21.58

6.79

4,714

19.27

7.1

4,396- Probable Reserves

11.33

6.38

2,323

13.54

6.0

2,610Buffels Section- Proven Reserves

1.47

7.45

351

3.11

6.4

636- Probable Reserves

3.60

7.07

818

1.71

6.2

342Blyvoor Section- Proven Reserves

15.60

7.67

3,848

19.23

6.9

4,261- Probable Reserves

6.32

6.74

1,368

15.47

5.5

2,725Tolukuma Section- Proven Reserves

0.18

15.99

91

0.064

16.7

34- Probable Reserves

0.13

12.02

50

0.098

13.9

44Crown Section (Attributable)(1)- Proven Reserves

2.17

6.20

432





- Probable Reserves

0.89

6.86

196





Emperor Section (Attributable)(1)- Proven Reserves

0.30

9.98

95





- Probable Reserves

0.24

9.67

73





Total Underground- Proven Reserves

41.29

7.18

9,532

41.69

7.0

9,324- Probable Reserves

22.50

6.67

4,828

30.81

5.8

5,723Total Underground Reserves

63.79

7.00

14,360

72.50

6.5

15,047SurfaceHarties Section- Proven Reserves











- Probable Reserves

0.93

0.70

21

2.26

0.7

352Buffels Section- Proven Reserves











- Probable Reserves

8.74

0.91

257

18.55

0.6

54Blyvoor Section- Proven Reserves

28.67

0.61

564

7.33

1.1

249- Probable Reserves











Crown Section (Attributable)(1)- Proven Reserves

24.09

0.64

492

19.57

0.6

403- Probable Reserves

5.22

0.55

92

5.82

0.7

133Total Surface- Proven Reserves

52.76

0.62

1,056

26.90

0.8

652- Probable Reserves

14.89

0.77

370

26.63

0.6

539Total Surface Reserves(1)

67.65

0.66

1,426

53.53

0.7

1,191


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Open PitHarties Section- Proven Reserves











- Probable Reserves







0.52

1.5

25Tolukuma Section- Proven Reserves

0.01

21.21

0.585





- Probable Reserves

0.00

28.72

2.488





Total Open Pit- Proven Reserves

0.01

21.21

0.585





- Probable Reserves

0.00

28.72

2.488

0.52

1.5

25Total Open Pit Reserves

0.01

26.90

3.073

0.52

1.5

25Total Proven and Probable Reserves(1)(2)

131.44

3.74

15,789

126.50

4.0

16,263


---

The
approximate metallurgical factors for the 2003 reserves shown in the above table are as follows: Harties Section96% (surface80%); Buffels
Section96% (surface75%); Blyvoor Section95% (surface60%); Crown Section61%; Emperor Section89.1%; and Tolukuma
Section90%.

The
following table shows the average drill/sample spacing (rounded to the nearest foot) for each category of reserves at our mines:

Mine

Proven
Reserves

Probable
ReservesHarties Section

20 ft. by 27 ft.

246 ft. by 787 ft.Buffels Section

20 ft. by 39 ft.

131 ft. by 164 ft.Blyvoor Section

16 ft. by 24 ft.

98 ft. by 492 ft.Crown Section

328 ft. by 328 ft.

328 ft. by 328 ft.Tolukuma Section

7 ft. intervals

7 ft. intervalsEmperor Section

49 ft. by 656 ft.

49 ft. by 656 ft.


In
fiscal 2003, the pay-limit approach was applied to the mineralized material database of our various shafts or business units in order to determine the tonnage and grade
available for mining. In fiscal 2002, we also used the pay-limit approach to select ore for mining.

The
pay-limit approach is based on the minimum in situ grade of ore blocks, for which the total cash costs, which includes all overhead costs, including head office charges,
are equal to a projected gold price per ounce for that year. This calculation also considers the previous year's mining and milling efficiencies, which includes metallurgical and other mining factors
and the production plan for the next twelve months. Only blocks above the pay-limit grade are considered for mining. The pay-limit grade is higher than the cut-off
grade.

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When
delineating the economic limits to the orebodies we adhere to the following guidelines:



The
underground reserves quoted as of June 30, 2003 are sensitive to operating costs and gold price assumptions as shown in the table below. These sensitivities are presented to
give an indication of changes in reserves relative to the gold price assumptions used. All sensitivities have been calculated at the then prevailing exchange rate of R8.58 to $1.00.

$290/oz

$320/oz

$350/oz

$380/ozOperationTonnes

Grade

Gold

Tonnes

Grade

Gold

Tonnes

Grade

Gold

Tonnes

Grade

GoldMt

g/t

'000 ozs

Mt

g/t

'000 ozs

Mt

g/t

'000 ozs

Mt

g/t

'000 ozsHarties SectionProven

17.2

7.5

4,160

19.5

7.1

4,472

21.6

6.8

4,714

23.0

6.6

4,858Probable

10.5

6.2

2,114

11.9

6.1

2,333

12.3

5.9

2,344

13.5

5.7

2,477Total

27.7

7.0

6,274

31.4

6.7

6,805

33.9

6.5

7,058

36.5

6.3

7,335Buffels SectionProven

0.7

8.5

205

1.1

7.9

291

1.5

7.5

351

1.7

7.2

389Probable

9.9

1.8

563

11.0

2.3

806

12.3

2.7

1,075

14.1

3.1

1,394Total

10.6

2.2

768

12.1

2.8

1,097

13.8

3.2

1,426

15.8

3.5

1,783Blyvoor SectionProven

40.2

3.0

3,820

42.5

3.1

4,170

44.3

3.1

4,412

45.6

3.1

4,576Probable

4.0

7.9

1,006

4.9

7.3

1,169

6.3

6.7

1,368

8.5

6.3

1,717Total

44.2

3.4

4,826

47.4

3.5

5,339

50.6

3.6

5,780

54.1

3.6

6,293Crown SectionProven

12.7

1.3

531

22.5

1.0

739

26.3

1.1

924

26.8

1.2

997Probable

6.4

1.3

266

8.7

1.4

384

6.1

1.5

288

7.9

1.3

337Total

19.1

1.3

797

31.2

1.1

1,123

32.4

1.2

1,212

34.7

1.2

1,334Tolukuma SectionProven

0.2

16.1

91

0.2

16.1

92

0.2

16.0

92

0.2

16.0

92Probable

0.1

14.9

36

0.1

13.4

46

0.1

12.4

52

0.1

12.4

52Total

0.3

15.7

127

0.3

15.1

138

0.3

14.5

144

0.3

14.5

144Total*Proven

71.0

3.9

8,807

85.7

3.5

9,764

93.8

3.5

10,493

97.3

3.5

10,912Probable

30.9

4.0

3,985

36.7

4.0

4,738

37.2

4.3

5,127

44.1

4.2

5,977Total

101.9

3.9

12,792

122.4

3.7

14,502

131.0

3.7

15,620

141.3

3.7

16,889


---

At
different gold prices, alternative mining strategies may be pursued to optimally exploit the orebody. Due to the re-processing nature of our surface operations, those
reserves are not sensitive to the price of gold and are included in our reserve statement provided that the gold price per ounce exceeds the per ounce cost of processing the materials.

34

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Recent Capital Investments



35

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36

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Labor Relations

We currently employ and contract approximately 19,000 people, approximately 70% of whom are members of trade unions or employee associations. This includes all
employees of CGR and ERPM.

South
Africa's labor relations environment remains a platform for social reform, while the political transitions that have taken place in the country have reduced the impact of organized
labor on political transformation. National Union of Mineworkers, or NUM, the major union in the mining industry in
South Africa, is influential in the tripartite alliance between the ruling African National Congress, the Congress of South African Trade Unions, or COSATU, and the South African Communist Party as it
is the biggest affiliate of COSATU. A two-year wage agreement for 2003-2005 has been signed with the NUM, which provides for an average wage increase of 9.12% for
Category 3-8 employees for the first year of the agreement and an inflation linked increase for the second year. Wage agreements were also signed with the other recognized Unions
and Associations.

ERPM
has recently experienced an unprotected strike action in protest against the suspension of several prominent NUM Shaft Stewards. The strike was quickly resolved and the case was
referred to independent arbitration.

We
recently experienced a labor strike by contractor employees at the Buffels Section over minimum wage levels at the operation. The strike lasted for four days. The contractor reached a
settlement with NUM. The strike caused minimal disruption of the Buffels Section and gold production was virtually unaffected.

On
July 21, 2003, we entered into a 60-day review period on our North West Operations designed to restore the operations to profitability. On August 25, 2003,
our management announced a proposal to meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy
for their input. An agreement was reached with all labor organizations and the process was completed on September 21, 2003, with approximately 3,000 employees retrenched at a cost of
$5.4 million and the placing of certain infrastructure (Shaft Number 6) on a "care and maintenance" program. This resulted in a 5% reduction of the planned production profile. The
operations expected life remains unchanged.

Labor Productivity and Medical Costs

The present Mine Health and Safety Act, 1996 (as amended), or the Mine Health and Safety Act, came into effect in January 1997. The principal object of the
Mine Health and Safety Act is to improve health and safety at South African mines and to this end, the Mine Health and Safety Act imposes various duties on us at our mines, and grants the authorities
broad powers to, among other things, close unsafe mines and order corrective action relating to health and safety matters. In the event of any future accidents at any of our mines, regulatory
authorities could take steps which could increase our costs or reduce our production capacity.

Under
the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), or COID Act, employers are required to contribute to a fund specifically created for the purpose of
compensating employees or their dependants for death or disability arising in the course of their work. We have contributed approximately R58 million ($6.4 million) over the past three
fiscal years under the COID Act. Employees who are incapacitated in the course of their work have no claim for compensation directly from the employer and must claim compensation from the COID Act
fund. Employees are entitled to compensation without having to prove that the injury or disease was caused by negligence on the part of the employer, although if negligence is involved, increased
compensation may be payable by this fund. The COID Act relieves employers from the prospect of costly damages, but does not relieve employers from liability for negligent acts caused to third parties
outside the scope of employment.

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Under
the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the fund created pays compensation to employees of mines performing "risk
work" (which is work declared to be "risk work" by the Minister for Health, usually in circumstances where the employee is exposed to dust, gases, vapors, chemical substances or other working
conditions which are potentially harmful), if the employee contracts a "compensatable disease" (which includes pneumoconiosis, tuberculosis, a permanent obstruction of the airways, and any other
disease declared to be so by the Minister for Health). No employee is entitled to benefits under the Occupational Diseases Act for any disease for which compensation has been received or is still to
be received under the COID Act.

In
the future, compliance with the Mine Health and Safety Act and the COID Act may require significant expenditures which could increase our costs or reduce our production capacity.

Uranium
and radon are often encountered during the ordinary course of mining operations in South Africa, and present potential risks of exposure of workers at those operations and the
public to radiation. We monitor our uranium and radon emissions, and believe that we are currently in substantial compliance with all local laws and regulations pertaining to uranium and radon
management and that it is within the current legislative exposure limits prescribed for workers and the public, under the Nuclear Energy Act, 1999 (as amended) and Regulations from the National
Nuclear Regulator.

AIDS
represents a very serious threat to us and the industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of
infection in our workforce is not known at present, although it is roughly estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the industry is currently about 30%. We
have several AIDS awareness campaigns in place at our operations.

Blyvoor
has a contract with AngloGold Health services to provide all health care services, including a wellness program, which treats AIDS related illnesses, provides counselling on
healthy life styles and monitors the progression of the HIV virus. Similar services are offered at our North West Operations by our 100% owned subsidiary, Duff Scott Hospital.

Political Issues, Governmental Policies and Their Effect on our Business

South Africa



Ownership of mineral rights and statutory mining rights in South Africa may be effected through the common law or by statute. Under the common law, mineral rights
vest with the owner of the land. The common law recognizes that mineral rights may be severed from title to land, rendering it possible for the surface rights, the rights to precious metals and the
rights to base minerals to be owned by different persons.

Earlier
mining legislation, which has since been repealed, provided for the granting, by way of mining leases, of statutory rights to mine for precious metals. Despite the repeal of this
earlier legislation, mining leases continue to be valid under the terms of the Minerals Act, 1991 (as amended), or the Minerals Act.

Registration
of title to minerals ensures that real rights are constituted in and to the minerals concerned. Upon registration, those rights (either common law mineral rights or
statutory mining rights) become effective against third parties. Registered title may be obtained in a number of ways. For example, where mineral ownership has been separated from land ownership,
registered title to the common law mineral rights is obtained by the registration of such ownership in the Deeds Registry Office. Alternatively, where a person has acquired statutory mining rights
pursuant to a mining lease, registered title to the statutory mining rights is effected after receipt of the necessary consent from the Minister and by registration of those rights in the Mining
Titles Office.

38

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The Minerals Act currently governs prospecting and mining activities in South Africa. The Minerals Act provides that statutory mining rights supersede the common law mineral rights.
Thus, pursuant to the Minerals Act, the holders of statutory mining rights are deemed to be the common law holders of the mineral rights.



Under the Minerals Act, no person or mining entity may prospect or mine for minerals without being granted a prospecting or mining authorization under the
Minerals Act. Prior to granting a prospecting or mining authorization, two requirements must be fulfilled. First, the mining entity must either be the registered holder of the mineral rights or have
obtained the written consent of the registered holder of the mineral rights to mine the minerals concerned for its own account. Second, the Department of Minerals and Energy, or the Department must be
satisfied with the scale, manner and duration of the intended prospecting or mining operations and must approve an Environmental Management Program, or EMP. A prospecting permit is issued for a
limited period but may be renewed on application. A mining license is generally issued until the minerals can no longer be viably economically mined.



In October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by
parliament in June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be during or shortly after March 2004. Until then, the existing
regulatory regime for mineral rights will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

The
Act vests custodianship of South Africa's mineral resources in the State which will issue prospecting rights or mining rights to applicants in the future. The existing common law
prospecting, mining and mineral rights will cease to exist but transitional arrangements are provided in order to give holders of existing rights the opportunity to acquire new rights.

Where
we hold mineral rights and mining authorizations and conduct mining operations on the date on which the Act comes into effect, we will be able, within five years from the date of
effectiveness of the Act, to submit the old rights and authorizations for conversion to a new mining right. We will need to submit a mining work program to substantiate the area and period of the new
right, and also to comply with the requirements of the Charter discussed below. A similar procedure applies where we hold prospecting rights and a prospecting permit and conduct prospecting
operations, but we must apply for a conversion to a new prospecting right within the two years from the date of effectiveness of the Act for which purpose a prospecting work program must be submitted.
Where we hold unused rights however, we will have one year to apply for new prospecting rights or mining rights, the requirements of which are more stringent than for conversion, and involve
non-concentration of resources, fair competition, no exclusionary effects, and proof of financial and technical ability.

If
we do not acquire new rights under the Act, we would be entitled to claim compensation from the State if we can prove that thereby our property has been expropriated as provided for
under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal debate which is
likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress and reform
which could have the effect of reducing the compensation.

Even
where the new rights are obtained under the Act, these rights will not be equivalent to the existing rights. The area covered by the new rights may be reduced by the State if it
finds that the

39

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prospecting
or mining work programs submitted by an applicant do not substantiate the need to retain the area covered by the old right. The duration of the new rights will no longer be perpetual but
rather, in the case of new mining rights, a maximum of 30 years with renewals of up to 30 years each and in the case of prospecting rights, up to five years with one renewal of up to
three years. The Act provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions, such as non-concentration of
resources, fair competition, and non-exclusion of others. In addition, the new rights will be transferable subject to the approval of the Minister of Mines, or the Minister. Mining or
prospecting must be conducted continuously and actively thereafter.

The
implementation of the Act may result in significant adjustments to our property ownership structure, which could have a material adverse effect on our financial condition and results
of operations.

The
new rights can be suspended or cancelled by the Minister on breach or, in the case of mining rights, on non-optimal mining in accordance with the mining work program.

The
new rights will be subject to a State royalty calculated on gross revenue as proposed in the draft Royalty Bill, 2003, which was released in March 2003 for comment, and which
proposes a quarterly royalty payment of 3 percent of gross revenue in the case of gold. As proposed, royalty payments will commence upon the conversion and granting of a new mining right.

The
Act calls for a Broad Based Socio-Economic Empowerment Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has
largely been agreed with mining industry representatives (including us), and with representatives of other stakeholders. The Charter's stated objectives include:



The
Charter requires that each mining company achieve 15 percent ownership by historically disadvantaged South Africans of its South African mining assets within five years and
26 percent ownership within ten years. It contemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on a
willing seller willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving employment equity at management level with a view to
achieving 40 percent participation by historically disadvantaged persons in management and ten percent participation by women in the mining industry, each within five years. When considering
applications for the conversion of existing rights, the State will take a "scorecard" approach, evaluating the commitments of each company to the different facets of promoting the objectives of the
Charter. The draft scorecard was published by the government in February 2003. Failure to comply with the requirements of the Charter could result in the suspension or cancellation of one or
more of our licenses or cause us to be subject to fines. The severity of these potential consequences has yet to be determined as the Charter was only recently published and the South African
government has not yet finalized the score card.

We
fully support the notion that the mining industry and the wider South African economy must find ways of dealing with the legacy of the country's history in a manner that promotes
economic development and growth. We have made progress in adjusting the ownership structure of our South Africa mining assets and the composition of our management consistent with the Charter's
spirit. An example of this progress is our recent sale of 60% of our interest of CGR to KBH, which is a black

40

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empowerment
company. We believe that will meet the Charter's targets in accordance with the scorecard.

However,
at this point we are unable to set out a definitive timeline of when we will comply with our objectives before the expiration of the 10 year time limit as the legislation
was only recently passed. We are also unable to identify any permits, rights or investments which we may lose for any non-compliance. The provisions of the Charter apply to each mining
company individually. Accordingly, it is not possible for us to meet our obligations by disposing of our less profitable operations which would undermine the objectives of the Charter. As transactions
to comply with the Charter are to be at fair market value, we do not anticipate incurring any loss in fulfilling our obligations provided that we are able to identify suitable partners that are able
to acquire adequate funding.

We
could be materially affected by an adverse change in the current level of political stability or an adverse change in the economic or social outlook of South Africa or its government.
Our ability to raise equity funding or expatriate funds from South Africa may be affected by the South African exchange control regulations. However, since the first democratic election in 1994, and
continuing after the elections of 1999, the political and economic environment in South Africa has improved.

Papua New Guinea

Mineral exploration and mining operations in Papua New Guinea are principally regulated by the following legislation:





All current mining activities at the Tolukuma Section are covered by a mining lease (ML 104), granted under Section 38 of the Mining Act. The lease is
granted for a term not exceeding 20 years and is renewable for further periods not exceeding 10 years. All current exploration activities are covered by an exploration license. The
license has been granted for a term not to exceed two years but can be renewed for further two year periods. We are currently in the process of applying to the Papua New Guinea Department of Mining
for a mining lease for the area covered by our exploration license. In total, there are ten exploration licenses covering the Tolukuma Section.

The
Porgera Joint Venture has approval to work the Porgera deposit within the agreed development plan under the terms of the Porgera Mining Development Contract, or the MDC, between the
Government of Papua New Guinea and the members of the Porgera Joint Venture. The MDC specifies, inter alia, the annual rents that must be paid for the Special Mining Lease, or SML, and the various
classes of compensation that are payable to the landowners for the various land uses. The SML, which expires in 2019, encompasses approximately 2,240 hectares including the mine area and the areas in
which the project infrastructure is located. There is no expiration date for the MDC, but it is tied to the continuation of the SML. Leases for mining purposes have also been awarded by the Government
of Papua New Guinea for land use associated with the mining operation such as waste dumps, campsite, and airstrip. Permits are held for water use, including run-off from unconsolidated
surfaces, such as the open pit, the underground mine and the waste dumps. These permits are renewable on a regular basis and are subject to public hearing before approval. The Porgera Joint

41

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Venture
runs an extensive environmental monitoring program to ensure compliance with the requirements of these permits.

The
Porgera Mine is operated subject to the requirements of the Mining Act and the Mining Safety Act as applied by the Papua New Guinea Government. All requisite licenses and permits are
kept in good standing.



The Mining Safety Act and Regulations, sets out in detail the standards pertaining to safe and responsible mining. It lays down the conditions a mining operation
has to comply with to ensure that the health and safety of all workers is protected. It includes requirements pertaining to worker training, risk assessment and safe working procedures with regard to
all activities associated with mining.

Employees

The geographic breakdown of our employees (including contractors who are contracted employees employed by third parties) was as follows at the end of each of the
past three fiscal years:

Year ended June 30,2003

2002

2001South Africa

18,766

20,405

18,653Papua New Guinea

472

529

463Total

19,238

20,934

19,116


The
total number of employees of 19,238 comprises 4,426 contractors and 14,812 employees who are directly employed by us and our group companies. The decrease in the number of employees
in 2003 is due to the sale of 60% of our interest in the Crown Section as well as retrenchment of approximately 3,000 employees at the North West Operations.

As
of June 30, 2001, 2002 and 2003, the breakdown of our employees by main categories of activity was as follows:

Year ended June 30,Category of Activity2003

2002

2001MiningOur employees

9,877

9,239

6,750MiningContractors

4,426

6,172

6,154Engineering

2,871

3,064

3,621Metallurgy

960

1,244

1,465Mineral Resources

361

356

300Administration

243

281

282Environmental

155

187

187Human Resources

185

174

164Medical

129

159

134Safety

31

35

59


The
relationship between management and labor unions remains good. The DRD/NUM Consultative Forum has been established to discuss matters pertinent to both parties at group level, while
operations level forums continue to deal with local matters. The 2003/2005 wage negotiations were concluded without industrial action which had been threatened. The retrenchment of approximately 3,000
employees at the North West Operations was also concluded without any incidents of industrial action.

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There
were no material incidents of industrial action or labor unrest at our operations during fiscal year 2003.

We
recently experienced a labor strike by contractor employees at the Buffels Section over minimum wage levels at the operation. The strike lasted for four days. The contractor reached a
settlement with NUM. The strike caused minimal disruption of the Buffels Section and gold production was virtually unaffected.

C.    ORGANIZATIONAL STRUCTURE, PROPERTY, PLANTS AND EQUIPMENT

The following chart shows our structure as of November 30, 2003. All of our subsidiaries are incorporated in South Africa unless otherwise indicated.

logo

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Below
are maps showing the locations of our mines and projects in South Africa, New Guinea and Fiji.

logo

|logo |  | logo
|---- |  | ----

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logo

Description of Significant Subsidiaries, Properties and Mining Operations

As of November 30, 2003, we had the following significant subsidiaries and operations:

South Africa



Buffels
was incorporated and registered as a public company in South Africa on September 20, 1995 under the name Camelian Investments (Pty) Ltd. Camelian Investments
(Pty) Ltd. changed its name to Buffelsfontein Gold Mines Ltd on December 29, 1995. As of December 31, 1995, Buffels acquired the assets and liabilities of the
Buffelsfontein mine division of Buffelsfontein Gold Mines Company Limited previously managed by Gencor Limited, a South African mining company. We acquired Buffels on September 15, 1997. On
August 16, 1999, Buffels acquired both the Harties business assets and the Hartebeestfontein Gold Mining Company Limited, or Hartebeestfontein, from Avgold Limited. Hartebeestfontein was
incorporated as a public company in South Africa on June 20, 1949 and is now dormant. We refer to the Buffels and Harties Sections collectively as the North West Operations.



The Buffels Section is located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province, and is reached via the
Johannesburg-Potchefstroom-Kimberley highway. The mine's infrastructure includes the shaft complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for
staff is situated on the property as well as in the neighboring towns of Stilfontein and Klerksdorp, where Buffels owns 111 houses. Buffels has mining title to 17,575 acres and freehold title to 4,893
acres. The term "freehold title" refers to a right of ownership of land and the surface thereof. The term "mining title" refers to a right of ownership of the minerals below the surface or the right
to mine such minerals. These rights can arise under South African legislation or common law. Currently, the North West Operations employs approximately 10,000 workers.

The
Buffels Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. The mine was originally incorporated in 1949 and since inception has produced over
32 million ounces of gold, with 20,100 tons of uranium as a by-product.

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The
Buffels and Harties Sections mine the Vaal Reef ore and previously discarded low-grade rock dumps. In addition to mining its lease area, Buffels currently operates and
mines the adjoining Harties mineral rights areas and another area pursuant to royalty-based tribute agreements with Lucas Block Minerals Limited, a South African company, and Harties. The average
mining depth at the Buffels Section is 6,099 feet (1,790 feet below mean sea level, or BMSL) and 5,322 feet (961 feet BMSL) at the Harties Section.

The
bulk of the mine's ore reserves have been mined-out but the infrastructure is in good condition and is being used by Buffels to access remnant reserves and blocks
originally bypassed because of structural complexity. Access from the surface to the current underground workings of the mine is through vertical and underground incline shafts. Mining of the reef
takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and blasted. The loosened rock is removed from the stope panels and is conveyed to the shaft, tipped
into the ore-pass systems, hoisted to the surface and conveyed to the metallurgical plant for gold extraction. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to
$1, at June 30, 2003 proven and probable reserves of the Buffels Section were 1,426,000 ounces and we estimate that the life of the Buffels Section extends to the year 2011.

The
Harties Section is also located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province. The mine infrastructure includes the shaft
complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for staff is situated on the property as well as in the neighboring towns of Stilfontein and
Klerksdorp. The Harties Section contains mining title to 15,560 acres and owns 375 acres of freehold property, all held in the name of Buffels.

The
Harties Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. Exploration, development and production dates back to 1949 with total gold production from the
area totaling over 38 million ounces, with uranium oxide, sulfuric acid, pyrite and silver being recovered as by-products.

Gold
production at the Harties Section started in 1955 on the Vaal Reef. By the late 1990's the mine had reached a position where its life was dependent on the mining of shaft pillars
and scattered remnants. Under our management, the mine has produced more than 1.4 million ounces of gold. Based upon a gold price of $350 per ounce, and an exchange rate of R8.58 to $1, at
June 30, 2003 proven and
probable reserves of the Harties Section were 7,058,000 ounces and we estimate that the life of the Harties Section extends to the year 2023.

Buffels
acquired the Harties mine on August 16, 1999. The Harties Section has been converted from a high-grade mine with a short life to a medium-grade mine with a
longer life. This has been achieved in three stages, firstly, by the conversion of the previous owners' mine plan and operating method, secondly, by dropping the pay limits and putting in place a
medium-term operational plan including the opening up of old mining areas for remnant mining, and thirdly, developing a sustainable life of mine plan that will be supported by areas not
included in the previous owners' mining plan due to high pay limits.

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The
following table details the operating and production results from the North West Operations for the past three fiscal years.

|                                 |                          | Year ended June 30,
|-------------------------------- | ------------------------ | -------------------
|
|Production                       |                          |                    
|Buffels                          |                          |                    
|-Surface Operations              |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|-Underground Operations          |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|Harties                          |                          |                    
|-Surface Operations              |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|-Underground Operations          |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|Total Ounces produced            |                          | 462,743            
|Results of Operations ($)        |                          |                    
|Revenues ('000)                  |                          | 155,716            
|Cash cost ('000)(1)              |                          | 148,361            
|Cash profit ('000)(2)            |                          | 7,355              
|Non-U.S. GAAP Financial Data(1)  |                          |                    
|Cash cost per ounce of gold ($)  |                          | 321                
|Total cost per ounce of gold ($) |                          | 320                

---

North
West Operations gold production for the 2003 fiscal year was 462,743 ounces as compared to 540,550 ounces for fiscal 2002 and 608,327 ounces for fiscal 2001. Cash costs increased
to $321 per ounce in fiscal 2003 from fiscal 2002, where we were able to reduce cash costs to $219 per ounce of gold from $231 per ounce of gold in fiscal 2001. The increase was primarily due to the
appreciation of the Rand against the dollar in fiscal 2003, as well as increased labor costs. Total cost per ounce of gold decreased to $320 per ounce in fiscal 2003 from $426 per ounce in fiscal 2002
and $300 per ounce in fiscal 2001. This decrease is primarily due to the profit on financial instruments in fiscal 2003 as compared to fiscal 2002.

On
July 21, 2003, we entered into a 60-day review period on our North West Operations designed to restore the operations to profitability. On August 25, 2003,
our management announced a proposal to meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy
for their input. An agreement was reached with all labor organizations and the process was completed on September 21, 2003, with

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approximately
3,000 employees retrenched at a cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a "care and maintenance" program. This resulted in a 5%
reduction of the planned production profile. The operations expected life remains unchanged.



Blyvoor
was incorporated and registered as a public company in South Africa on June 10, 1937 and owns two adjacent mines (Blyvooruitzicht and Doornfontein) located on the West
Wits line, near the town of Carletonville, about 50 miles south-west of Johannesburg. Blyvoor acquired Doornfontein in November 1995 and the mineral rights representing the Western
Deep Levels tribute area in December 1996. We acquired the entire share capital of Blyvoor on September 15, 1997.



The Blyvoor Section is located in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin, Gauteng Province, approximately 50 miles west
of Johannesburg. Its operating facilities are all situated on property belonging to it, and include the shaft complexes, administrative offices for the managerial, administrative, financial and
technical disciplines, extensive workshops and consumable stores, the metallurgical plants, tailings dams and waste rock dumps.

Blyvoor
has mining title to 16,242 acres and owns 5,138 acres of freehold property. Blyvoor also houses the majority of its employees in Blyvoor-owned accommodations on the property and
in the town of Carletonville. The normal support structures, including training, security, hospital, sport and recreational facilities, schools and churches are situated on the property. The mine
employs about 5,800 people.

Mining
is focused on two gold-bearing pebble horizons, the Carbon Leader Reef, which is one of the principal ore bodies in the goldfield, and the Middelvlei Reef, which
occurs in discrete channels over parts of the lease area. The Blyvoor Section was established in 1937 to exploit the rich Carbon Leader Reef but by the late 1980's had reached a position where its own
life was dependent upon the mining of scattered Carbon Leader Reef remnants and limited sections of the lower grade Middelvlei Reef.

Access
from the surface to the current underground workings of the mines is through vertical and incline shaft systems situated at the Blyvoor and Doornfontein mines. Doornfontein was
previously a separate mine adjacent to the Blyvoor mine but has since been merged to form the Blyvoor Section.

Mining
of the reef takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and blasted. The loosened rock is removed from the stope panels and
is conveyed to the shaft, tipped into the ore-pass systems, hoisted to the surface and transported to the metallurgical plant for gold extraction.

The
shaft system consists of three vertical shafts from the surface, twelve sub-incline shafts and two sub-vertical shafts underground. Of these nine incline
shafts, only five are in operation and are used for the conveyance of personnel, pumping and hoisting of mined ore and waste.

Two
levels have been holed between the previous Doornfontein mine and workings within the Blyvoor lease extension (purchased in 1996 from Western Deep Levels Limited) to allow ore from
the bottom of the Blyvoor workings to be trammed across and hoisted up Blyvoor No. 5 Shaft. From there, it is trucked to the gold plant. The average mining depth at the Blyvoor Section is
10,541 feet (5,292 feet BMSL).

The
merger with neighboring Doornfontein in October 1995, and the purchase of the mineral rights representing the Western Deep Levels Tribute area in December 1996, has
increased Blyvoor's reserve base substantially. Our focus is now on realizing the potential of the remaining orebody. Together, these two operations have produced over 35 million ounces of gold
since inception. We

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anticipate
that the new access to more efficient infrastructure, realized as a result of the merger with Doornfontein, combined with the anticipated benefits of the expansion project currently
underway, but combined with a stronger Rand against the Dollar than in fiscal 2002, will enable cash costs at the Blyvoor Section to eventually stabilize between $280 to $290 per ounce.

The
following table details the operating and production results from the Blyvoor Section for the past three fiscal years.

|                                 |                          | Year ended June 30,
|-------------------------------- | ------------------------ | -------------------
|
|Production                       |                          |                    
|-Surface Operations              |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|-Underground Operations          |                          |                    
|                                 | Ore mined ('000 tons)    |                    
|                                 | Recovered grade (oz/ton) |                    
|                                 | Gold produced (ounces)   |                    
|Total ounces produced            |                          | 247,626            
|Results of Operations ($)        |                          |                    
|Revenues ('000)                  |                          | 81,848             
|Cash cost ('000)(1)              |                          | 65,335             
|Cash profit ('000)(2)            |                          | 16,513             
|Non-U.S. GAAP Financial Data(3)  |                          |                    
|Cash cost per ounce of gold ($)  |                          | 264                
|Total cost per ounce of gold ($) |                          | 235                

---

The
Blyvoor Section is currently undergoing a substantial expansion. This project will facilitate the commissioning of additional infrastructure and the opening up of additional areas to
further enable the effective mining of payable mineral resources at the Blyvoor Section. We anticipate a significant increase in underground production and an increase in our cash costs, to
approximately $290 for the 2004 fiscal year, from $264 per ounce for fiscal 2003 as a result of this project as well as a stronger Rand against the Dollar. Total costs per ounce of gold produced
decreased to $235 per ounce in fiscal 2003 from $327 per ounce in fiscal 2002 and $241 per ounce in fiscal 2001. This decrease is primarily attributable to increased profits on financial instruments
during fiscal 2003. The Blyvoor Section gold production for the 2003 fiscal year was 247,626 ounces as compared to 253,025 ounces in fiscal 2002 and 220,811 ounces in fiscal 2001. Based upon a gold
price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 proven and probable reserves of the Blyvoor Section were 5,780,000 ounces and we estimate that the life of the
Blyvoor Section extends to the year 2024.



Crown
was incorporated in South Africa on May 23, 1997. Pursuant to a scheme of arrangement, we acquired Crown on September 14, 1998.

On
June 12, 2002, we entered into an agreement with the IDC, KBH, and Crown whereby, with effect from July 1, 2002 we sold 3% of the entire issued share capital of and
shareholders loans held in CGR, a subsidiary of Crown, to KBH and 57% of the entire issued share capital of and shareholders

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loans
held in CGR to IDC for a total amount of R105 million ($10.1 million). As part of this transaction, we loaned KBH R5.3 million ($0.7 million) to fund its initial
purchase of 3% interest in CGR. According to the terms of the shareholders agreement entered into between these parties, the parties agreed that the IDC would not remain a shareholder in CGR, but
would transfer its shares and claims held in CGR to KBH. Accordingly, IDC granted an option to KBH to purchase its shares and claims held by it in CGR subject to certain terms and conditions. The
option was exercised by KBH in July 2002 and KBH is currently the owner of 60% of the entire issued share capital of and shareholders loans held in CGR. Crown now holds 40% of the issued share
capital of CGR, which had three wholly-owned subsidiaries, Crown Mines Limited, City Deep Limited and Consolidated Main Reef Mines and Estate Limited.

On
October 10, 2002, CGR entered into an agreement to purchase the entire issued share capital and all shareholders' claims of ERPM. ERPM is located near the town of Boksburg on
the East Rand, which is east of Johannesburg and approximately 60 miles from the Blyvoor Section. The purchase price of this acquisition is R100 million ($11.0 million).

In
connection with CGR's acquisition of ERPM, we entered into a loan and pledge agreement during October 2002. Under this agreement we agreed to lend and advance ERPM a working
capital facility of R10 million ($1.3 million). The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft. As of November 30, 2003 the interest
rate on the loan stood at 12%. The largest amount outstanding on the loan to date is $1.5 million. CGR's acquisition of ERPM has been approved by the South African competition authorities.

In
October 2002 we loaned CGR the sum of R60 million ($8.0 million) to facilitate its acquisition of ERPM. We have subsequently loaned CGR an additional
R9.9 million ($1.3 million), which CGR in turn loaned to ERPM as working capital.



The Crown Section is situated just outside of Johannesburg, South Africa. Crown has mining rights to 5,787 acres and has the right to occupy 1,490 acres of
freehold property. Crown's three operating plants re-treat the sand dumps, slimes dumps and other gold-bearing material such as valley silts, gold plant foundations and railway
ballast, collectively termed "archive material," deposited as tailings from the now defunct mines that once operated in the Witwatersrand area of South Africa.

Crown
now operates the Crown, City Deep, Knights and West Wits gold plants, mining sand and tailings dams that were deposited in years when the technology for gold extraction was not as
advanced as today. These dams are reclaimed by loading and trucking or by monitoring with a water jet and pumping the sand and tailings to the metallurgical plants. Low-grade rock dump
material that was formerly regarded as waste is also loaded and trucked to the plants. Archive material is also a significant contributor of gold.

In
recent years, Crown has conducted extensive testing and financial modeling of a process called "pre-concentration." This process enables the metallurgical plant feed to be
concentrated into streams that contain more gold ounces per ton, while minimizing other materials. The process is measured by the tons rehabilitated and the tons treated. The laboratory scale and
pilot plant testing attempts to define the optimal process for each sand dump.

The
aim of this technology, if successfully implemented, is to upgrade 70% of the gold in the sand dumps into 30% of the mass. As roughly 70% of the costs in extracting gold in a
re-treatment process are variable direct plant costs, this reduction in tonnage could result in substantial cost savings. The overall amount of gold recovered per ton is less, but it is
recovered at a substantially reduced per unit cost. All other conditions remaining unchanged, this is expected to result in higher profits and greater opportunities to treat lower grade material.

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The
following table details the operating and production results included in our results from the Crown Section for the past three fiscal years:

|                                 |  | Year ended June 30,
|-------------------------------- |  | -------------------
|
|Production(1)                    |  |                    
|Ore mined ('000 tons)            |  | 4,884              
|Recovered grade (oz/ton)         |  | 0.020              
|Gold produced (ounces)           |  | 77,239             
|Results of Operations ($)(2)     |  |                    
|Revenues ('000)                  |  |                   
|Cash cost ('000)(3)              |  |                   
|Cash profit ('000)(4)            |  |                   
|Non-U.S. GAAP Financial Data(3)  |  |                    
|Cash cost per ounce of gold ($)  |  |                   
|Total cost per ounce of gold ($) |  |                   

---

The
attributable Crown Section gold production for the 2003 fiscal year was 77,239 as compared to 138,665 ounces for fiscal 2002 and 145,029 for fiscal 2001. This decrease was as a
result of the sale of 60% of CGR to KBH, effective July 1, 2002. We were able to reduce cash costs to $204 per ounce of gold in fiscal 2002 from $214 per ounce in fiscal 2001 due to the
weakening of the Rand against the Dollar and cost control measures instituted by management. Total cost per ounce of gold increased to $278 per ounce in fiscal 2002 from $238 per ounce in fiscal 2001.
This increase is primarily attributable to costs associated with the close out of our hedge book in 2002. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at
June 30, 2003 our attributable proven and probable reserves of the Crown Section were 418,000 ounces and we estimate that the life of the Crown Section extends up to 2010.

Mining
operations at ERPM are comprised of three vertical shafts known as Far East Vertical Shaft, Central Shaft and Hercules Shaft. There are also two additional shafts at ERPM. The
first shaft is known as South East Vertical Shaft and is used for the transport of men and materials as well as the hoisting of rock. The second shaft is known as South West Vertical Shaft and is used
for pumping.

At
the Far East Vertical Shaft, the Composite Reef is mined. This reef accounts for all the gold in the eastern portion of the mine. A high-grade concentration of gold, or
payshoot, of the Composite Reef occurs in an arc which decreases in gold value from the northwest to the southeast. This high-grade payshoot is the result of sedimentological erosion and
the reworking of the older Main Reef and Main Reef Leader gold-bearing pebble horizons with the gold being concentrated within the younger Composite Reef.

Also
at the Far East vertical shaft, there is a significant dyke development that trends roughly north-south and is exposed in the western faces. Faults in this area generally have small
throws and are

51

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easily
negotiated. Routine cover drilling is in place and several holes that are 650 feet in length have been drilled towards the east to locate a fault that appears to be seismically active. These
holes indicate that future production will not be impacted by this fault for the next two years. In order to obtain advance warning about the position of these faults, proposals for 1,300 feet holes
have been budgeted. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 our attributable proven and probable reserves of the ERPM Section were
794,000 ounces and we estimate that the life of the ERPM Section extends up to 2014.



West
Witwatersrand Gold Mines Ltd, or West Wits was incorporated and registered as a public company in South Africa on December 21, 1967 under the name Minador Gold Mining
Company Ltd.

We
acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Wits, as well as Consolidated Mining Corporation Ltd's loan
to West Witwatersrand Gold Holdings Limited, on April 1, 1996. We also acquired the entire issued capital and the shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a
gold mining company with mining title in the West Rand.



The West Wits Section was formed out of the northern section of Randfontein Estates located in the West Rand Gold Fields, about 22 miles west of Johannesburg,
Gauteng Province. West Wits also has rights to mine on three adjacent mining leases, namely, East Champ d'Or, West Rand Consolidated and Luipaardsvlei. West Wits has mining title to 8,364 acres and
owns 72 acres of freehold property on which all of its mining operations are situated. These include its processing plant, workshop and administrative buildings that have been upgraded during the last
two years.

The
West Wits Section is situated on the northern edge of the Witwatersrand Basin near the town of Krugersdorp to the west of Johannesburg. We have ceased all underground and
open-pit mining operations at West Wits and the present mining operation is an agglomeration of old mines on the Randfontein Basin separated from the main part of the Witwatersrand Basin
by a geological structure known as the Witpoortjie Horst. Because of increased mining costs and a decline in the gold grade at these operations, all mining there has ceased as of August 2000.
Over fifteen different gold-bearing pebble horizons have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 5,900 feet. Depth, infrastructure and higher
pay limits prevented the complete exploitation of the reefs during the first phase of mining.

West
Wits mined the Livingston Reef package, locally known as the East Reef. It comprises a 100-foot thick package of conglomerates and quartzites dipping at an average of 18
degrees. The combined West Wits Section has produced more than one million ounces of gold since inception, before the cessation of underground and open-cast operations at the end of
August 2000. Subsequent to the cessation of mining operations, the metallurgical plant at the West Wits Section was taken over by Crown for the processing of sand dumps only.

52

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The following table details the operating and production results from the West Wits Section for the past three fiscal years:

|                                 |  | Year ended June 30, |  
|-------------------------------- |  | ------------------- | -
|
|Production                       |  |                     |  
|Ore mined (`000 tons)            |  | 1,606               |  
|Recovered grade (oz/ton)         |  | 0.009               |  
|Gold produced (ounces)           |  | 14,531              |  
|Results of Operations ($)        |  |                     |  
|Revenues ('000)                  |  | 4,800               |  
|Cash cost ('000)(1)              |  | 4,863               |  
|Cash (loss)/profit ('000)(2)     |  | (63                 | )
|Non U.S. GAAP Financial Data(1)  |  |                     |  
|Cash cost per ounce of gold ($)  |  | 335                 |  
|Total cost per ounce of gold ($) |  | 319                 |  

---

The
West Wits Section gold production for the 2003 fiscal year was 14,531 as compared to 23,245 ounces for fiscal 2002 and 25,849 ounces for fiscal 2001. The decrease in production from
fiscal 2002 to fiscal 2003 was due to the cessation of mining at certain non-profitable surface dumps. Cash costs increased to $335 per ounce of gold in fiscal 2003 from $264 per ounce of
gold in fiscal 2002 and $314 per ounce of gold in fiscal 2001 primarily due to the strengthening of the Rand against the Dollar. Total cost per ounce of gold decreased to $319 per ounce in fiscal 2003
from $355 per ounce in fiscal 2002 but is still above the $241 per ounce of fiscal 2001.

In
June 2002, we entered into an agreement with MGL for the sale of the West Wits gold plant, freehold areas, surface rights permits and certain related assets for
R25 million ($2.4 million) to process previously reclaimed sand dumps and surface materials located at the West Wits Section. This agreement amends an original agreement with Bophelo
Trading (Proprietary) Limited. As part of the agreement, we agreed to indemnify MGL against any loss, damage or expense which MGL might incur as a result of any liability in connection with the
transferred assets, the cause of which arose prior to this sale. This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003. The effective date of this sale was
July 21, 2003.

Also
as part of our agreement with MGL, we agreed to the use by MGL of three surface rights permits covering a portion of the West Wits Section. We also agreed to allow MGL the use of
pipelines in respect of three other surface right permits and transfer two other surface right permits to MGL. Upon complete payment of the purchase price, we also agreed to transfer a portion of our
freehold acres at the West Wits Section to MGL. MGL has agreed to indemnify us with respect to any and all claims against West Wits arising from MGL's use of these permits.

However,
the surface materials purchased by MGL do not include any materials which we have excavated from the open pit mine at the West Wits Section and deposited on the pit side or rock
dump located in the freehold acres sold to MGL over which we have granted rights to a third party. Furthermore, we retain the right to mine underground by virtue of our mining titles and
authorizations covering the property. We also retain certain rehabilitation liabilities with respect to our underground activities. Additionally, we have granted MGL a right of first refusal over
certain assets at the West Wits Section and over our equity interest in West Wits.

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Papua New Guinea



Dome
was incorporated on May 17, 1984 under the name Dome Resources NL. Dome's shares were listed on the precursor to the Australian Stock Exchange Limited in 1996. During
September 1999, we purchased 28,693,002 (19.93%) Dome ordinary shares for A$0.30 per share. Dome owns and operates the Tolukuma gold and silver mine in Papua New Guinea.

On
March 13, 2000, we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. We completed this acquisition in
June 2001.

Effective
July 1, 2003 Dome sold its interest in Tolokuma to another of our wholly-owned subsidiaries, DRD (Isle of Man) Limited.



The Tolukuma Section is worked on a "fly-in-fly-out basis", with all staff being accommodated in single quarters. All supplies
for the Tolukuma Section must be flown in by helicopter. We contract with a third party for this service. Open pit and underground
mining is conducted using mining plant and equipment owned by Dome. Access underground is via declines. A mechanised sub-level open stoping or "breast" mining method is used. Ore is hauled
to the metallurgical plant which is about 600 yards from the mine then milled and treated through a conventional CIL circuit. The plant has an 18,000 tpm design capacity. The mine is located about 100
miles north of Port Moresby in Papua New Guinea at an elevation of 1,550 feet. The average mining depth at the Tolukuma Section is 492 feet (5,118 feet above mean sea level). The mine employs
approximately 472 employees.

The
property was purchased by Dome from Newmont Second Capital Corporation in 1993. Production from an open pit commenced in 1995 and from underground since mid-1997. The
mine is a small (18,000 tpm capacity), high-grade (0.57 oz/t) operation. In fiscal 2003, the mine produced 68,096 ounces of gold and 157,844 ounces of silver. Total cash costs were $291
per ounce of gold equivalent (gold and silver by revenue) for fiscal 2003. Dome has consolidated an extensive holding (3,662 square miles) of exploration licenses around Tolukuma.

The
Tolukuma Section consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three other exploration
licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses, ELA's 1263, 1271,
1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these exploration licenses and applications for exploration licenses cover an area of approximately 2,500
acres. The annual exploration expenditure required to keep the exploration tenements in good standing is approximately A$1 million.

The
Tolukuma deposit is an epithermal low sulphidation gold/silver/quartz/adularia vein system noted for its high-grade "bonanza" style mineralization. The Tolukuma deposit
is comprised of two sub-parallel, NNW-SSE trending structures. These are the Tolukuma structure and the recently discovered Zine structure located about 820 feet east of the
Tolukuma vein. These are connected by a series of linked structures trending generally SE-NW direction. Quartz veins average 0.66 feet to 6.6 feet in width over a strike length of more
than 0.9 miles. All of the present gold reserves are within these veins, several sections that have different geological characteristics. These zones are Gulbadi, Tinabar, Tolukuma, Zine, Gulbadi
X-vein, Gifunis, Tolimi, and 120 Vein. Clay zones of variable width are located in the intersections on two or more structures. Minor loops off the main veins, minor splay veins and minor
cross veins are excluded from the potential reserves, although they are mined at times, 90% of the current production is from underground mining of the Gulbadi and Tinabar veins and 10%

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from
open pit exploiting the Zine and 120 veins. Infill diamond drilling of the Zine and 120 veins is continuing and underground diamond drilling program has commenced.

The
following table details the operating and production results from the Tolukuma Section for the past three fiscal years.

|                                 |  | Year ended June 30,
|-------------------------------- |  | -------------------
|
|Production                       |  |                    
|Ore mined (`000 tons)            |  | 177                
|Recovered grade (oz/ton)         |  | 0.38               
|Gold produced (ounces)           |  | 68,096             
|Results of Operations ($)        |  |                    
|Revenues ('000)                  |  | 23,580             
|Cash cost ('000)(1)              |  | 19,815             
|Cash (loss)/profit ('000)(2)     |  | 3,765              
|Non U.S. GAAP Financial Data(1)  |  |                    
|Cash cost per ounce of gold ($)  |  | 291                
|Total cost per ounce of gold ($) |  | 461                

---

The
Tolukuma Section gold production for the 2003 fiscal year was 68,096 ounces as compared to 71,955 ounces for fiscal 2002 and 63,593 ounces for fiscal 2001. The Tolukuma Section also
produced 157,844 ounces of silver in fiscal 2003 as compared to 261,550 ounces of silver in fiscal 2002. Cash costs increased to $291 per ounce of gold in fiscal 2003 from $240 per ounce of gold in
fiscal 2002, primarily due to the decrease in ounces produced and $242 per ounce of gold in fiscal 2001 primarily due to the decrease in ounces produced. Total cost per ounce of gold increased to $461
per ounce in fiscal 2003 from $369 per ounce in fiscal 2002 and $316 per ounce in fiscal 2001. Based on a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003
proven and probable reserves of the Tolokuma Section were 144,000 ounces and we estimate that the life of mine of the Tolukuma Section extends up to 2006.



On
October 14, 2003 we announced that we had reached an agreement with OSL to acquire two of that company's wholly-owned subsidiaries, OMP and MRP. The transaction was affected
through the amalgamation of OML and MRP and our wholly-owned subsidiary, Dome Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and
6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition, we have
offered 5% of our assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All
conditions precedent to this transaction have been met and the approval of the Papua New Guinea Central Bank was obtained on November 19, 2003. The agreement was finalized and
the transaction took place on November 21, 2003.

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Through our wholly-owned subsidiary, OML, we own a 20% interest in certain mining leases, easements and exploration licenses which form part of the Porgera Mine.
Placer Dome Inc. owns 75% of the tenements which make up the Porgera Mine and the remaining interest is owned by the Enga Provincial government and landowners. All of the various mineral
tenements making up the Porgera Mine are exploited collectively by the parties. An affiliate of Placer Dome, Inc., Placer (PNG) Limited is the operator of the Porgera Mine and is subject to the
control of a Management Committee made up of representatives of the parties. Decisions regarding the assets which comprise the Porgera Mine including any sale thereof are made collectively by the
parties through the Management Committee. The parties also have a right of of first refusal with regard to certain assignments of assets which make up the Porgera Mine.

This
collective arrangement is referred to as the Porgera Joint Venture. Each party has the right to own and to take in kind and dispose of its share of all ores, concentrates and
refined products produced by the Porgera Mine. Each party also pays for its proportionate share of the costs associated with the mining activities

The
Porgera Zone VII orebody is an epithermal style orebody located within thermally metamorphosed sediments of the geological area known as the Cretaceous Chim formation and the
associated Porgera Diorite Intrusive Complex which are of Miocene age. The known orebody extends for up to 3,050 feet along strike. The maximum width across strike is 328 feet, but the width is
commonly no more than 65 to 98 feet. The intrusive diorite complex has many individual stocks and dykes. The rocks are competent but tend to be brittle, and in the vicinity of the orebody, are
extensively veined and brecciated. The intrusive bodies tend to be concentrated towards the footwall of the deposit. Underground mining of the central portion of this zone was completed by
October 1997. Much of the open pit production in calendar 2002 was from the footwall margins of this zone.

Four
precious metal associations have been recognized as part of the mineralizing events: (i) auriferous pyrite, sphalerite, galena; (ii) coarse euhedral auriferous pyrite;
(iii) fine anhedral, auriferous, arsenical pyrite; and (iv) gold, electrum.

The
fourth association is the source of the exceptionally high gold grades found in the deposit. Although a portion of the gold is free, the majority occurs as submicroscopic gold
intimately associated with and disseminated throughout pyrite.

The
Porgera deposit is currently being extracted using open pit and underground mining methods. In calendar 2002, mill feed was sourced 59% from open pit, 2% from underground and 39%
from stockpiled ore.

The
workforce at the Porgera mine comprises about 2,050 employees, of whom 89% are Papua New Guinea nationals. In addition, there are approximately 560 contractors of whom 89% are also
Papua New Guinea nationals.

During
the fiscal year ended December 31, 2002, the Porgera mine produced a total of 641,810 ounces of gold, at an average cash and total cost of $216 and $269 per ounce,
respectively.

Open
pit mining at the Porgera mine is currently in Stages 4 and 5 of a 5-stage open pit mining plan. Stage 4 production has been and will continue to be the
principal source of ore for the twelve months ending December 31, 2003 and until completion of the stage late in 2004. Stage 5 is under development and will contribute ore from calendar
2003 to calendar 2006. Planned gold production based on open pit and stockpile operations at the Porgera mine is expected to average around 685,000 ounces per year from 2003 through 2005, then decline
as lower grade stockpiles are treated until 2012. Underground mining, which was suspended in October 1997, was recommenced in 2002 and we

56

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anticipate
that it will contribute ore through to late 2005. This is expected to augment average annual production by approximately 125,000 ounces per year over the calendar 2003 to calendar 2005
period.

Production
by the Porgera mine is subject to a 2% royalty payable based on the net smelter return to the National Government Department of Mines which then distributes it to the Enga
Provincial government, the Porgera District Authority, and local landowners.

The
proven and probable mineral reserves at December 31, 2002 contained 6.2 million ounces of gold with a projected life of 10 years.

Fiji



On
December 16, 2002, we announced our proposed acquisition of an equity stake in Emperor Mines Limited, an Australian listed gold mining company. As part of the acquisition we
will have the right to appoint two members of the eight member board of Emperor Mines Limited. As of December 31, 2002, we had acquired on the open market 0.51% of Emperor Mines Limited for
A$0.7 million ($0.4 million). By April 2003 we had increased our percentage holding in Emperor Mines Limited through additional purchases on the open market to 19.81% at a total
additional cost of A$15.8 million ($9.2 million).

Emperor
Mines Limited owns the Emperor mine located at Vatukoula on the South Pacific island nation of Fiji. The Emperor mine is a multi-shaft underground mine currently producing
approximately 115,000 ounces of gold annually. The mine has been in operation since 1934 producing some 6.5 million ounces of gold over the 70 year period.

Vatukoula
is a low-sulphidation epithermal gold deposit associated with alkaline type igneous rocks in a volcanic setting. This volcanic setting and rock type is typical of
several major gold mines in the southwest Pacific region such as Porgera. The ore deposits lie along the margin of the Tavua volcanic caldera and consist of various types of
quartz-adularia-telluride-auriferous-pyrite fillings deposited in fractured, faulted and shattered volcanic rocks.

Current
production at the Emperor mine comes from four mining sections that are named according to the shaft or drive access: Smith Shaft, Philip Shaft, R1-Cayzer Shaft and
the Emperor Decline.

The
majority of the Emperor mine's orebodies are situated in the southwest portion of the volcanic margin of the Tavua volcanic caldera, a large shield volcano about 15 km in
diameter. The more recently accessed R1 orebodies are, however, situated within the caldera.

Volcanism
commenced about 5 million years ago and ceased about 3.5 million years ago. The ore bodies were the last major geological event and mineralised fractures persist
throughout the very late stage sediments that filled in the central part of the caldera. The gold is found as native gold, auriferous pyrite, and as gold tellurides.

Most
of the known orebodies at Vatukoula are relatively narrow, flat dipping structures previously mined by room and pillar methods. They are now mined predominantly by longwall stoping,
although throughout the mine a number of other mining methods, such as sub-level stoping and caving, cut-and-fill, shrinkage stoping and up-dip mining,
are also practiced. The remnants of 50 years of room and pillar mining are also currently being successfully exploited.

As
at June 30, 2003, the Emperor mine has reserves of 0.85 million ounces, currently being mined at approximately 115,000 ounces annually.

57

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The
Emperor mine is Fiji's second largest private employer with over 2,100 employees and accounts for approximately 7.5% of Fiji's national foreign income.

For
accounting purposes we classify our 19.81% interest as available for sale, and account for it at market value.

Exploration Projects



The
Argonaut Project represents the southern down-dip extension of the Central Rand gold field. The strike length of the area covered by the mineral rights covers
approximately 19 miles from Durban Deep in the west to ERPM in the east and reaches a depth of more than 13,000 feet.

The
Argonaut Project was suspended in August 1999 since we did not have sufficient cash resources at that time to continue exploration. At present, we have completed a
three-dimensional seismic survey and a comprehensive mineral and surface rights search. The feasibility of recommencing the Argonaut Project has been re-evaluated by us due to the increase
in the Rand price of gold in fiscal 2002. The lead times for the Argonaut Project are as follows: exploration phase0 to 3 years; mine construction4 to 11 years;
and gold production buildup8 to 11 years.

Further
exploration work on the Argonaut Project is necessary over the next several years to accurately delineate the underground gold reserves which lie between approximately 9,800 and
16,400 feet below the surface. Only after this exploration work is complete will we be able to commence sinking shafts. Following the resignation of Mr. Nicolas Goodwin, who was one of our
non-executive
directors who managed the Argonaut Project, we hired Blackfriars Court, as mining and minerals management advisers to manage and coordinate the project on our behalf.

The
work involves an initial three dimensional seismic survey from the surface over the entire proposed lease area of two hundred sixty square kilometers. The system uses sound waves
that are transmitted into the ground by large vibrating machinery on the surface. The sound waves reflect off different layers of material underground. The reflected sound waves come back to the
surface and are picked up by special microphones. The data is then relayed to a computer where it is used to draw diagrams of the underground area. The survey will take approximately two years to
complete.

Once
the seismic survey results are known, this data is used to assist in positioning the exploration boreholes that are needed to sample and measure the amount of gold in the reefs.
Approximately thirty-five boreholes will be drilled to evaluate gold deposits at the Argonaut Project. The drilling of the boreholes will start approximately one year after the three
dimensional seismic survey has commenced and will continue for an additional two years. If the results of the three dimensional seismic survey and drilling are encouraging, a detailed feasibility
study will be conducted. Once this is complete, the design of the gold mine and underground workings can commence. This will require an additional two years. We have filed an application for a
prospecting permit and this application is still pending.





Results of the Saki prospect area, have yielded low grades to date with our best results to date being 0.19 oz/t over 3.3 feet and 0.16 oz/t over 10.7 feet.
Drilling is continuing and we are targeting veins that are down the hill and deeper into the system in areas where surface sampling has shown increased grades.

Drilling
sites are also being prepared on the Taula vein at Seri which is 2.5 miles south of the Tolukuma mine. Grass roots exploration has been concentrated on uranium and thorium
responses

58

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developed
from reprocessing of the airborne program of 1998. This is being done to test the concept of radiometric signatures potentially identifying mineralization compared to the potassium data
highlighting the alteration. Eleven targets have been identified (all within 6 miles of Tolukuma), and the first of these has revealed an extension of the Tolukuma Structure, however, as yet no
significant gold mineralization has been located.

A
new road is being extended south from the Gulbadi pit into the Illive Valley for the drilling of deep holes into the Milaihamba Structure, which is a future mining area. This road is
now being mapped and sampled to identify structures and mineralization interpreted from the opposite side of the valley. Approximately 15 miles of line has been cleared for surveyors to mark out the
boundaries of a new mining lease application that will include the prospects of Saki and Taula veins.

In
the regional programs aimed at longer-term targets, reconnaissance work has been carried out at the Awara and Gira prospects, which are exploration areas, and has
confirmed the work of earlier exploration companies with delineation of anomalous gold and gold-base metals mineralization. A brief reconnaissance of pits being worked by members of the
local community showed significant gold in samples from a vertical shear zone with quartz-pyrite stockwork. The planned airborne geophysical survey covering the area will commence shortly.



Exploration drilling in the twelve months ended December 31, 2002 concentrated on the preliminary evaluation and upgrading of additional potential
underground mineral resources. The four principal target areas were Eastern Deeps, Roamane Fault Zone, Kusmambo and Project X. Drilling results indicate the Eastern Deeps and Roamane Fault Zone
have potential to realize increased reserve ounces. Kusmambu results have been disappointing, but some additional drilling will be carried out in 2003 in an attempt to generate a limited reserve in
this area. Project-X drilling has been discontinued due to poor results.

Exploration
plans for the twelve months ending December 31, 2003 call for the evaluation of prospective near-mine surface targets as identified by previous surface
work and the recent structural and fluid flow studies. The objective is to discover a near-mine reserve amenable to open pit or underground mining. The existing SML geological database
creates an opportunity for focused re-evaluation of previous data using revised geological and structural models and current economic hurdles. These targets may be evaluated by a
combination of surface and underground drilling.

Approval
has been granted to extend the regional exploration program within remaining exploration leases held by the Porgera Joint Venture. Collation of previous research and limited
additional research will be undertaken to establish the controls on the size, location and genesis of the Porgera deposit, and in doing so, will be a valuable exploration tool in which to search for
"Porgera-like' targets in the area.



Our
license in Daylesford, which is a prospecting area in Victoria, Australia, was renewed in July 2003 for a period of two years. Progress to date includes data acquisition and
interpretation. Previous drilling by Range River Gold NL, does not appear to effectively test a structurally favorable zone below the Ajax workings, which is a mining area, since the area has not been
tested by drilling beyond relatively shallow depths. Testing of drill samples indicates 85% of gold is located at a depth of less than 345 feet. The quartz reef mineralization appears to have strike
lengths of less than 492 feet with widths of approximately 3.3 to 16.4 feet and multiple reefs were exploited representing structural repetition at depth.

59

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Emperor Mines Limited holds 100% of the following Special Prospecting Licenses:

Location

LicenseVatukoula Region, Viti Levu

SPL 1201, 1344Other Viti Levu

SPL 1283, 1296, 1360, 1418Vanua Levu

SPL 1411


In
addition Emperor Mines Limited has submitted an application for CX626 situated south of and contiguous to SPL1411 on the island of Vanua Levu.

Regional
exploration activities during fiscal 2003 focused on surface diamond drilling for the Basala target and for extensions of a local geological area known as the Prince William
Flatmake. Regional geochemical sampling continued at Tuvatu and around the southern caldera margin on SPL1201. Detailed mapping, sampling and trenching was carried out on the Tuvatu tenements as well
as aerial magnetics and photo surveys.

Closed Operation



The
Durban Deep Section is situated 15 miles west of Johannesburg. We have title to substantial land tracts on the outskirts of the City of Roodepoort, which is located in this section.

The
Durban Deep Section contains mining title to 14,262 acres and owns 3,667 acres of freehold property on which substantially all of its mining operations are situated. These include
its
administrative buildings, hospital, recreation complexes, housing in both hostel and free-standing houses and a security complex.

The
Durban Deep Section is situated on the northern edge of the Witwatersrand Basin immediately to the west of Johannesburg. Mining had been taking place within the lease area since the
discovery of the Witwatersrand gold field in 1886 at nearby Langlaagte. Five different ore bodies have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 9,200 feet
and the reefs are known to persist to 13,000 feet below the surface within the lease area. Depth, infrastructure and higher pay limits prevented the complete exploitation of the reefs during the first
phase of mining.

Following
the withdrawal of our underground pumping subsidy, the deeper sections of the mine are flooded. In addition, as of August 2000, we ceased all underground and open pit
mining operations at the Durban Deep Section. On a combined basis, the Durban Deep Section produced more than 37 million ounces of gold prior to the cessation of operations.

Management Service Agreements

We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management,
gold administration and hedging, technical and engineering services, mineral resource services and other management related services.

For
CGR we provide management services jointly with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is
R0.7 million ($0.08 million) per month and our management fee for services performed at ERPM is approximately

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R1.5 million
($0.2 million) per month. The agreement with CGR is for one year and is automatically renewed annually, unless determined otherwise by the parties, by agreement. The
agreement with ERPM is for a fixed two year period with an option to renew.

Environmental Management Performance Assessment

In order to assess the adequacy of approved environmental management programs in place at all our operations, and to strive for continual improvement and
excellence in corporate governance, environmental audits are carried out at all of our operations. The audits are conducted at the North
West Operations, Blyvoor Section, Crown Section and the Durban Deep Section closure operations. A performance assessment is scheduled for the ERPM Section early in 2004.

Comprehensive
and detailed audit reports, are prepared. After discussion with the relevant management structures, and through a process of risk prioritization all non conformances are
prioritized and actioned in a formally structured action plan for each operation. The action plans identify the key activities that need to be addressed to demonstrate sound environmental performance,
the drivers responsible for actioning these, as well as practically achievable, yet definitive timescales for completion.

Progress
is measured by means of regular report back at monthly business review meetings and compliance audits aimed at swiftly addressing non compliance or identifying and addressing
"progress inhibitors".

This
structured internal audit process is now being further applied to serve as basis for the Environmental Management Program, or EMP, performance assessment and monitoring reports,
compliant with Regulations 5.17 and 5.18 of the Minerals Act, which we have scheduled to submit to the Department of Minerals and Energy, or the Department, by the end of 2003.

Environmental Regulation in South Africa

Mining companies in South Africa are required by law to submit Environmental Management Programs, or EMPs, with respect to each mine to the Director: Mineral
Development. No mining may commence without an approved EMP unless a temporary mining authorization has been granted. These reports identify the individual mine surface rehabilitation issues and must
be approved by other South African government departments, which are charged with the administration of the laws relating to the environment, including the Department of Water Affairs and Forestry.
The EMP will only be approved once the various government departments which hold an interest under different laws in the protection of the environment have been consulted. The EMP must contain
particulars of the ability of the holder of the prospecting permit or mining authorization to make the necessary financial provisions to implement the rehabilitation measures provided for in the EMP.
Once approved, the EMP becomes legally binding on the holder of the relevant permit or authorization. The requirements imposed upon mining companies to ensure environmental restitution are currently
under review and it is possible that the adoption of additional or more comprehensive and stringent requirements, in particular with regard to the management of hazardous wastes, the pollution of
surface and ground water systems and the duty to rehabilitate closed mines will result in additional costs and liabilities to us.

Environmental Issues in South Africa

Because of the diverse nature of our operations, ranging from underground mining to surface reclamation activities, environmental risks vary from site to site.
These risks have been addressed in EMPs which have been submitted to the Department and which are reviewed and updated on an annual basis. EMP's have been submitted for all operations and all have
been approved by the Department. Additionally, the key environmental issues have been prioritized and are being addressed

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through
active management input and support and progress measured in terms of activity schedules and timescales determined for each activity.



There is a risk of radiation exposure inherent in mining operations due to the possible presence of gamma- and beta-emitting radio-nuclides in
processed sludge and slimes and in water contained in tailings dams, exposure to uranium and other radio-active elements during the mining process and the potential exposure to radon and its isotopes
(bismuth, lead and polonium). We believe our South African operations are currently in compliance with the requirements of the National Nuclear Regulator. Monitoring and control programs commensurate
with the radiation hazards identified during risk assessments are in place to ensure that all radiation hazards to the environment are addressed and mitigated.



A study to identify and quantify all categories of waste, including potential radioactive waste, has been completed. Potential re-use through
recycling, implementation of a waste reduction strategy and alternative disposal options for tailings are all being considered. Specific recommendations with regard to the backfilling of voids and
shafts with slimes material have been made to the Department of Water Affairs and Forestry.



Activities in these sections include underground mining and the reclamation of surface dump material. Prospecting aimed at examining the viability of
open-pit mining in the Townlands area and the mining of a number of residue deposits is currently underway. Due to its proximity to the Vaal River and the potential of pollution from
seepage and run-off of water, a program has been initiated to increase the water retention capacity of the paddocks at the Buffelsfontein Tailings Complex and return water dams and to
install a "draw off" system which will allow for return water to be re-circulated to the multigold plant, thus minimizing potential water pollution and utilizing polluted water more fully.
A program has also been initiated to progressively vegetate the Buffelsfontein tailings dam slopes, aiming at self-sustainability within the next six years. A similar program is already
well advanced at the Hartebeestfontein complex. Additionally, a comprehensive water balance program has been complied and reviewed periodically. This water balance model has provided information to
facilitate the optimization of water management at the Mine and has contributed to the implementation of changes beneficiating the receiving environment. It has also provided detail to evaluate the
potential reduction of dependence on the Midvaal potable water reticulation system. This will reduce pressure on this scarce national resource in the North West Province.

Pollution
from the slimes dams is controlled by a return water dam system which facilitates the water re-use via the three metallurgical plants at this section. Dust
pollution is mitigated through an active vegetation program and selective ridge plowing in areas marked for rehabilitation.

The
vegetation program for the tailings dams is preceded by a detailed scientific and site-specific evaluation of the tailings complex. Based on the results of
geo-chemical analyses performed, the tailings medium is prepared for vegetation establishment by the addition of lime to neutralize the natural acidic conditions and fertilizer. Vegetation
is then established and care is taken to select species endemic to the area. A variety of species selected are then planted to ensure species diversity using either the leaching (irrigation) or
dryland method. Regular monitoring is conducted.

To
address dust pollution in unvegetated areas, in the short term, the open surface areas on top of the tailings dam are ridge ploughed mechanically. This method significantly reduces
dust re-suspension.

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As
an additional measure in inaccessible areas, environmentally friendly chemical and organic dust suppressants are deployed.



The Blyvoor Section has its own unique environmental risks, due to its dolomitic geology and geohydrology, sinkholes and subsidences which require remediation
using appropriate cost-effective filling techniques. The Blyvoor Section is an active mining operation and pumps water to the surface in the amount of 460,000 cubic feet per day. Most of
this water is discharged into the Wonderfonteinspruit, which is a local stream. Water from the Doornfontein mine is also discharged into the Grootdraai Dam. Several other neighboring mining operations
also discharge water into this area. The surrounding area comprises agricultural land and mining towns.

The
consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and
possible pollution of fresh water resources stored in the dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of
buildings and properties. The Blyvoor Section is currently in operation and monitors all water discharge as required by its environmental management program. This water is known as "fissure water" and
is generally of good quality. Therefore, we believe that the contribution of this water to pollution of water in the area is minimal. We are also considering a plan to purify a portion of the water to
potable standards for our own use at the Blyvoor Section.

We
have not conducted an assessment of the full scope of such potential environmental damage. This is because the impact of our discharge cannot be addressed without addressing the
impact from the discharge of other neighboring mining operations. These include operations owned by Harmony Gold Mining Company Limited, AngloGold Limited and Gold Fields Limited. The Far West Rand
Dolomitic Water Association, of which all mining operations in the area are members, has undertaken two studies. Apportioned responsibility has been recognized by the Department of Water Affairs and
Forestry and it is understood that the said regulator is initiating an impact assessment on the Wonderfonteinspruit so as to assess the cumulative impact from the different mining operations. One
study, already commissioned and completed in January 2003 addressed the methodologies proposed for filling in sinkholes and subsidences. The second study will address the impact of the flooding
on the dolomitic aquifers when mining in the area ceases. This study has been commissioned and is being planned by Dr. Frank Winde and is scheduled to be completed by the end of 2004.

In
addition to purifying the water for our own use, we repair all sinkholes, in accordance with industry and government standards, as they form on our property. Sinkholes which form
outside of our property are repaired by the Far West Rand Dolomitic Water Association.

Additionally,
Blyvoor has also provided input and is currently supporting a regional initiative aimed at providing an integrated water management strategy in the Carletonville area.
Pollution from slime dams is controlled by dust suppression and water management programs. Short-term dust control is accomplished through ridge ploughing the top surface of dormant
tailings dams. Environmentally friendly dust suppressants, such as molasses, are also applied. Dust fall-out is also monitored. In the long-term, dust suppression and water
pollution is managed through a program of progressive vegetation of the tailings complexes followed by the application of lime, to neutralize the natural acidic conditions, and fertilizer.

On
December 24, 2002, the City Council of Potchefstroom served an application on us and two other respondents alleging that we caused a river near the Blyvoor Section to become
polluted through the discharge of effluent from a broken tailings dam nearby. We discharge effluent into this dam, which is owned by one of the other respondents, under permit from the Department of
Water Affairs and Forestry.

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In
its application, the City Council of Potchefstroom requests the court to cause us to repair the broken dam wall, put in place a monitoring system for any possible pollution of the
nearby river and prepare a rehabilitation program for the polluted area.

On
January 16, 2002, we entered into a deed of settlement with the City Council. The court entered an order detailing the terms of the settlement and requiring Blyvoor to
undertake the following:





The Crown Section operates at sites located in close proximity to significant infrastructure and commercial and residential development. The major environmental
risks remain associated with dust from various recovery sites, and effective management of relocated process material on certain tailings dams. The impact of windblown dust on the surrounding
environment and community, is addressed through a scientific monitoring and evaluation process, with active input from the University of Witwatersrand and appropriate community involvement.
Environmental management programs, addressing all environmental issues, are prepared by specialist environmental consultants and applied site specifically to each recovery site and integrated into the
audit process. Although we have completed a project for thickening re-processed tailings at this section, there remains a risk of localized sloughing which can result in that section of
the dam being closed temporarily, with repair work being done to the dam wall. Also, direct rainfall on polluted reclamation sites in this section prior to their final clean up may create windblown
dust and polluted water which may create future environmental liabilities for us. Water pollution is controlled by means of a comprehensive system of return water dams which allow for used water to be
recycled for use in our metallurgical plant. Dust pollution is controlled through an active environmental management program for the residue disposal sites and chemical and organic dust suppression on
recovery sites. Short-term dust control is accomplished through ridge ploughing the top surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as
molasses, are applied. Dust fall-out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation of the
tailings complexes followed by the application of lime, to reduce the natural acidic conditions, and fertilizer.

A
program of environmental restoration that provides for the rehabilitation of areas affected by mining operations during the life of the mine is in place. The surface reclamation
process at Crown has several merits from an environmental perspective. Apart from removing a potential pollution source an environmental risk, an added benefit for the community and Johannesburg's
local economy is the liberation of prime land for alternate use. It is planned that in fiscal 2004 the final reclamation of two dams 3L19 and 3L20, thus liberating two sites for handover to the
landowner. A total of 25.46 hectares (62.9 acres) has been rehabilitated for handover for alternate and beneficial land use.

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Underground mining at the Durban Deep Section and at the West Wits Section has ceased as of August 2000. Commensurate with the decision to close these
operations, a detailed closure program was prepared and submitted to the office of the Department in December 2000. The drafting of the program was preceded by a comprehensive risk assessment
process, during which both residual and latent environmental risks and impacts were identified and prioritized. The risks identified are currently being addressed in accordance with the closure
program submitted. In order to mitigate the impact of fugitive windblown dust from dormant tailings dams in proximity to surrounding communities, short term dust suppression methods are currently
being deployed. Although this is expected to continue for a further two years, the program is being run along with a vegetation program, currently focusing on the two main tailings impoundments in
question, namely the main mine complex, commonly referred to as 2124, and the West Rand Cons complex.

During
the year, and as part of the rehabilitation program, a total of 17,000 trees were planted on the complex and key surface areas rehabilitated and grassed. Preliminary indications
are that the tree species have established well. Attention will be focused in the coming year on the flattening, amelioration and vegetation of the tailings dams side slopes.

In
addition to dust suppression, amelioration and vegetation of the tailings dams, the closure program is also currently focussing on the sealing of shafts and openings to surface, the
demolition and rehabilitation of shaft infrastructure and the rehabilitation of open surface areas.

Substantial
effort and resources have gone into the rehabilitation process yielding strong returns environmentally. In summary, total rehabilitation, involving plugging, capping and
vegetation, of the Coetzee shaft, Number 7 shaft, Great Britain shaft and the Number 5 shaft, has been undertaken as well as the backfilling, compacting and vegetation of several voids and pits, the
demolishing of redundant structures and buildings and the rehabilitation of the CIL plant area. Further progress in accordance with the closure plan is continuing. The Durban Deep Section is located
within the geographical area known as the central basin which stretches from the Durban Deep Section in the west to ERPM in the east.

ERPM
currently has an active pumping program in place and also a program to seal all points of water ingress which are not currently in use. This program has been substantially
completed. Most of the mining and pumping in this geographical area has ceased. As a result, the entire basin is experiencing flooding. We estimate that if ERPM were to cease pumping entirely, water
would begin to flood to the surface in the central basin within seven years which would have an immediate impact on the surrounding areas.

The
West Wits Section is located in the geographical area known as the Western Basin. There is no hydraulic continuity between the Western Basin and the Central Basin. Water has already
begun to flood to the surface in this area from other neighboring mining operations. However, there has been no flooding of water to the surface on any of our properties located in the Western Basin.
This water is of poor quality, containing heavy metals, sulphates and other pollutants.

Because
of this, the Department of Water Affairs and Forestry, or DWAF, requires that this water be temporarily directed into Robinson Lake to prevent it from reaching the
Tweelopiesspruit, which is a local stream. If the water were to reach this stream, it could pollute neighboring communities, the Krugersdorp Game Reserve and the Sterkfontein Caves located nearby. A
forum on which we are represented has been established in consultation with DWAF, the Department, the Department of Agriculture, Conservation, Environment and Land and other neighboring mining
operations to address and manage the impact of the current flooding in the area.

We
have developed a program to progressively seal all potential ingress points at the Durban Deep and West Wits Sections. We anticipate that this program will be completed by
May 2005. The sealing of

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all
potential ingress points at these operations will be a permanent measure. All plugs used have been approved by the Department of Minerals and Energy which also performs periodic inspections during
the sealing phase to monitor progress. However, despite these sealing programs, naturally occurring water conduits and other geological features which are not mine related and may not be located on
mine property will allow surface water, especially storm runoff, to reach underground aquifers. This will eventually cause water levels to rise and allow polluted water to discharge to the surface.
The costs associated with sealing off all potential water ingress points at the Durban Deep and West Wits Sections have been included in the provisions for environmental rehabilitation.

During
fiscal 2002, a total of nine shafts on the surface area were permanently sealed and capped according to plans and procedures approved by the Department.

As
the closure program makes provision for active community participation and involvement, rehabilitation activities have been planned in such a way as to facilitate community
participation and support. Community participation is encouraged and the concerns of interested and affected parties are addressed as they arise at public participation meetings facilitated by a
respected and renowned facilitator.

Financial Provision for Rehabilitation

A Board of Trustees manages the individual Environmental Trust Funds of our mines. Regular meetings are held and a quarterly report is submitted to our board of
directors. The total rehabilitation liability at June 30, 2003 was calculated at $24.6 million (2002: $17.9 million). The costs associated with sealing off all potential water
ingress points at the Durban Deep and West Wits Sections have been included in the provisions for environmental rehabilitation. Amounts have been irrevocably contributed to trusts under our control.
The money in the trust funds are invested primarily in interest bearing debt securities. We intend to finance the ultimate rehabilitation costs from the money invested in the trust funds as well as,
at the time of mine closure, with the proceeds from the sale of the remaining assets and gold from plant cleanup. At June 30, 2003, cash of $17.9 million (2002: $12.1 million) was
vested within the various trust funds. Rehabilitation costs included in operating expenditures at all of our South African mining operations amounted to approximately $0.8 million (2002:
$0.4 million) for the fiscal year.

As
of June 30, 2003, the balances for the rehabilitation trust funds were $1.4 million (2002: $0.7 million) for West Wits Section, $13.2 million (2002:
$8.8 million) for Buffels Section, $2.0 million (2002: $1.3 million) for Blyvoor Section and $1.3 million (2002: $0.8 million) for the Durban Deep Section. The fund
for each section includes provisions for all mines within that section. The fund for the Buffels Section includes provision for the Harties Section and provisions for the West Wits Section and Durban
Deep Section are maintained in the same fund. Subject to Department of Minerals and Energy and South African Revenue Services approvals, ERPM will contribute to the trust fund for the Crown Section.
ERPM's rehabilitation liability of R35 million ($4.7 million) is currently unfunded and it has been proposed by CGR that an initial payment of R5 million ($0.7 million) be
provided by CGR to the fund. Shortfalls in these funds will be financed from ongoing financial contributions and to this end, a schedule phasing contributions into the fund over the life of the mine
for the various operations has been prepared. The quantum will be dependent upon affordability at each site and if the operations cease prior to the projected life of mine, the rehabilitation funds
may be insufficient to meet all the rehabilitation obligations of that particular operation.

We
may incur significant costs associated with complying with the requirements imposed under existing or new legislation and regulations. This may include the need to increase and
accelerate expenditure on environmental rehabilitation, which could increase our costs and reduce our profitability. With the introduction of an environmental rights clause in South Africa's
Constitution a number of environmental legislative reform processes have been initiated. Legislation passed as a result

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of
these initiatives has tended to be materially more onerous than laws previously applied in South Africa. Examples of such legislation include the National Water Act, 1998 (as amended), and the
National Environmental Management Act, 1998 (as amended), both of which include stringent "polluter pays" provisions. We believe that our current provisions for compliance with such legislation are
reasonable.

Environmental Regulations in Papua New Guinea

Current Environmental Legislation

The following environmental legislation is currently applicable to the Tolukuma Section:



The
Water Resources Act regulates and controls the use of all Papua New Guinea water resources and addresses the following issues:



The
Environmental Planning Act and the Environment Contamination Act stipulate the regulatory requirements, as well as the process required for the development of a mining lease and
special mining lease, and include the following:



The PNG Environmental Act 2000 and Regulations 2000

It is intended that the PNG Environmental Act 2000 and Regulations 2000, or the Environmental Act and Regulations, will replace the existing environmental
legislation. The Environmental Act and Regulations provide for draft environmental policies to be drawn up specifying whether or not an environmental permit can be issued. For activities deemed to
have a minor impact on the environment, such as, small scale alluvial mining, environmental permits will not be required. However, mechanized mining will be subject to the permit system. The policy
may dictate that an environmental improvement plan be prepared by the permit holder. This plan would set out the steps by which a proposed activity will be carried out in order to comply with an
environmental policy or any standard or requirement imposed by the Environmental Act and Regulations.

Environmental
permits will be required for what are classified in the regulations as Level 2 or Level 3 activities. Level 2 and Level 3 activities are defined
in the Environmental Act and Regulations in the context of gold mining, Level 2 activities are classified as either Category A or Category B activities whereas Level 3
activities reside under one category only.

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Level 2
Category A activities are:



Level 3
activities are:



Our
mining operations at the Tolukuma Section are classified as Level 3 activities. However, environmental permits will not be required for existing Level 2 or
Level 3 activities unless the Director, by notice, requires existing Level 2 or Level 3 activities to apply for such a permit. We do not believe that these conditions will be
applicable to our existing mining lease at the Tolukuma Section. However, we do believe that the following will be required for the new mining lease under negotiation:



An
environmental impact assessment, or EIA, is conducted by an independent party to assess the potential impacts of an activity on the environment. The EIA provides for a
"no-go option" should the environmental and social impacts exceed the economic advantages of the proposed activity.

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The exact format of the permits has not been finalized. However, the permit will likely include detailed requirements as to:



Environmental Code of Practice for the Mining Industry in Papua New GuineaNovember 1999

The Environmental Act and Regulations provide for the issuance of environmental codes of practice which state ways of achieving compliance with general
environmental duties. Compliance with these codes of practice is voluntary unless compliance is made part of the conditions of an environmental permit.

The
Environmental Code of Practice for the Mining Industry in Papua New GuineaNovember 1999 makes several recommendations including:



An
environmental plan was submitted to the Directorate Environment and Conservation, or DEC, in November 1993 and was approved, subject to certain conditions, on May 24,
1994. The three principal conditions were:



We
submitted our environmental management and monitoring program in July 1994 and have adhered to its requirements. A final site rehabilitation plan has not yet been prepared. We
anticipate that this plan will be completed and submitted to the DEC by the end of 2003.

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Environmental Issues in Papua New Guinea

Tolukuma Section

The Tolukuma Section has been developed in accordance with an environmental plan approved by the Papua New Guinea authorities in July 1994. Tailings are
routinely discharged into the Auga/Angabanga river system. The discharging of tailings into riverine and marine systems in Papua New Guinea is an acceptable practice due to the seismic instability of
the area and the dangers this poses for the stability of conventional tailings dams. Due to the fact that ore mined at the Tolukuma Section, and the surrounding land in general, is high in mercury,
the potential does exist that levels of mercury discharged into the river system might expose us to criminal liability under Papua New Guinea
legislation. Through visits with local communities by mine staff members, we have become informed that communities located downstream from the Tolukuma Section generally do not use water from the
Auga/Angabanga river system for consumption as these communities rely on water from creeks, tributaries and strategically placed wells, many of which we have provided, and we are not aware of any
adverse health effects on communities associated with the Tolukuma Section. Furthermore, we are not aware of any scientific or engineering report that states that the level of mercury discharges from
the Tolukuma Section into the Auga/Angabanga river system is harmful to human life. In November 2002, Oxfam Community Aid Abroad released their "Mining Ombudsman Annual Report
2001-2002" which we believe made inaccurate and unsubstantiated references to mercury output and other findings contained in an internally prepared study on the Tolukuma Section done in
2000. This study was not conclusive on the mercury output at the Tolukuma Section and the results of this study were not scientifically tested. This study recommended that we increase our
environmental management system procedures. As a result, in order to ensure that mercury discharges remain within allowable limits, the following program is being followed:



Two
water quality and geochemical investigations were conducted by an independent consultant in July 2000 and June 2002. These investigations concluded that there was
little difference between mercury concentrations in mining sediment from the Tolukuma Section being dumped into the Auga/Angabanga river system and the natural occurring sediments in the area.
Although mercury is detectable in the mining derived sediments immediately adjacent to the discharge point, these levels are immediately diluted to levels below detectable limits upon mixing with the
Alabule River. This area consists of steep gorges and fast, turbid currents. The result is a high dilution of mining sediments and, therefore, a negligible impact on the lower Angabanga floodplain and
oxbow lakes which are located downstream
from the Tolukuma Section. An additional study took place during June of 2003, the results of which are still pending.

Additionally,
a comprehensive monitoring program has been undertaken in accordance with our approved Environmental Management and Monitoring Program which addresses water quality,
population dietary surveys and aquatic fauna and metals-in-tissue surveys. These surveys were conducted during July and September of 2003. We are still awaiting the results of
these surveys.

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During
March 2003, an environmental audit was concluded at the Tolukuma Section which found the operations to be in substantial compliance with applicable Papua New Guinea
legislation, our environmental plan and the Environmental Management and Monitoring Program.

A
final site rehabilitation plan has not yet been prepared. We anticipate that this plan will be completed and submitted to the DEC by the end of 2003.

With
the exception of the requirement that a mine should "effect rehabilitation progressively rather than at the end of life of mine", the Tolukuma Section is currently in substantial
compliance with industry code of practice. Concurrent rehabilitation of "mined-out" areas ceased in 2000. This was identified and is addressed in our Environmental Audit Report of
August 2002. In accordance with this report, a systematic rehabilitation and vegetation program will be integrated into the decommissioning and closure program. This program is currently being
drafted and is expected to be completed for implementation by the end of 2003. The impact of the cessation of rehabilitation, and in particular vegetation, has not been significant. Due to the high
rainfall in the area, abundant surrounding vegetation and species diversity is very evident. However, this process will be enhanced further through active vegetation and monitoring and maintenance to
ensure sustainability.

Additionally,
the report also identified other environmental issues requiring attention and including:



All
of these issues have been prioritized and actions addressing them are scheduled for completion by the end 2003.

Porgera Mine

The Porgera mine is located in extremely rugged mountainous terrain, subject to seismic activity, high rainfall and landslides. In such conditions construction of
a tailings impoundment would be very difficult and the risk of an engineering failure high. Therefore the Papua New Guinea Government approved riverine disposal as the most appropriate method for
treated tailing and soft incompetent waste rock. Competent rock is stored in stable waste dumps.

The
mine follows a government approved Environmental Management and Monitoring Program. The mine has at all times been in compliance with government approved criteria. During 2001 the
Papua New Guinea Parliament passed the Environmental Act. The Environmental Act, which has not yet come into force, is not expected to have any material impact on the Porgera operation or closure
planning.

In
1996, an independent study was undertaken by the Commonwealth Scientific & Industrial Research Organisation, or CSIRO, an Australian based independent research organization, to
assess the mine's impact on the downstream river system and local people. The study resulted in a report titled "Review of Riverine Impacts". The report made certain recommendations to the Porgera
Joint Venture that have either been implemented or are in the advanced stages of implementation. A few have been rejected due to their impracticality. An advisory group, called the Porgera
Environmental Advisory Komiti, or PEAK, was formed as a result of the CSIRO recommendations. PEAK comprises representatives from the Papua New Guinea government, Papua New Guinea and international
non-governmental organization groups, Placer (PNG) Limited and independent technical experts. The

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primary
function of PEAK is to enhance understanding and provide transparency of Porgera's environmental (physical and social) issues with external stakeholders and to assist in reviewing its
environmental performance and public accountability. In 2002, PEAK had its terms of reference expanded to include mine closure.

Title to Properties

South Africa

We hold registered title to either statutory mining rights or mineral rights recognized in South Africa which entitles us to apply for a prospecting and/or mining
authorization. We also hold valid and enforceable prospecting and mining authorizations sufficient to permit our current prospecting and mining authorizations. Because we are either the owner of the
land or the holder of a Surface Right permit which is a statutory right granted under repealed legislation to use the surface of the land for purposes ancillary or incidental to mining operations, we
are entitled to enter the land and conduct these operations. These rights will be affected upon the enactment of the Mineral and Petroleum Resources Development Act, 2002, or the Act. The Blyvoor
Section consists of one mining license, ML46/99 in respect of statutory mining rights and mineral rights held by Blyvoor. The Buffels Section consists of one mining license, ML4/2001 in respect of
statutory mining rights, and one prospecting permit, RP54/2002 in respect of statutory mining rights and mineral rights held by Buffels. We are in the process of applying for a prospecting permit for
the Argonaut Project. We have mining title to 72,003 acres and freehold title to 14,145 acres in South Africa.

Neither
we nor our subsidiaries own the entire surface in respect of our mining operations but where necessary we or one of our subsidiaries hold registered title to surface right
permits. Surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and
ancillary to mining. Either as
owner of the surface or as holder of the surface right permits we are entitled to enter the land and conduct our mining operations. The surface right permits are entrenched in the Act.

Papua New Guinea

The Tolukuma Project consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three
other exploration licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses,
ELA's 1263, 1271, 1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these EL's and ELA's cover an area of approximately 2,500

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acres.
We have mining lease to 1,898 acres in Papua New Guinea. The following table details the status of our mining license and exploration licenses.

|License |  | Expiration Date                 
|------- |  | --------------------------------
|ML104   |  | August 29, 2012                 
|EL580   |  | Extension application pending(1)
|EL683   |  | Extension application pending(1)
|EL894   |  | Extension application pending(1)
|EL1171  |  | Extension application pending(2)
|EL1262  |  | Extension application pending(6)
|EL1263  |  | Extension application pending(3)
|EL1264  |  | Extension application pending(6)
|EL1281  |  | December 12, 2003               
|EL1284  |  | Extension application pending(4)
|EL1297  |  | Extension application pending(5)

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Legal Proceedings



In May 2000, we became aware of possible serious irregularities arising largely out of our investments in Australasia and our businesses in that region. On
the basis of that information, we began internal investigations with the assistance of Control Risks Group, a consulting firm specializing in investigations. By the end of fiscal 2000, our internal
investigations had identified a number of unauthorized and irrevocable transfers of funds and transactions made during that year which had caused us significant losses. Following this initial
investigation, our then Chief Financial Officer, Mr. Charles Mostert, resigned effective July 31, 2000.

On
August 14, 2000, we received notice from our auditors, outlining the material irregularities and requiring us to take the necessary action to remedy them. We then established a
Special Committee to investigate the unauthorized payments and the corporate governance irregularities associated with them. The Special Committee consisted of Mr. Mark
Wellesley-Wood, then serving as our non-executive chairman, Mr. Ian Murray, then serving as one of our alternate directors, Charles Valkin, a partner at Bowman
Gilfillan, our outside legal advisers and Mark Pinington, a director of Deloitte & Touche Forensic Services. We were assisted in this investigation by Control Risks Group. The Special Committee
was mandated by our Audit Committee to investigate these matters and institute, where necessary, legal proceedings in respect of potential recoveries.

By
the end of June 2002, the Special Committee had uncovered a number of irregular or questionable transactions occurring during fiscal 2000 and 2001, including transactions with
parties related to us. These transactions included:



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The
total amount of all of these irregular or questionable transactions (excluding the Rawas transaction) was $9.4 million. Settlement agreements have been reached with several of
these parties and we have succeeded in recovering $4.2 million. The remainder has been written off as bad debt or been provided for as doubtful debt in our financial statements during fiscal
2001 and 2002. The recovered funds will be reflected in our financial accounts on an as and when received basis and no recovery has been taken into account in this fiscal year.

The
attributed $12.4 million value of the shares issued in connection with the Rawas transaction was written off in the statement of operations as aborted acquisition costs in
fiscal 2000 as the recovery of this amount was uncertain. Loans made by us to members of the Rawas Group, amounting to $2.9 million, were written off in fiscal 2000. No amounts have been
recovered on these transactions.

The
Special Committee has confirmed that the adjustments made to our financial statements to make provision for unauthorized and irrevocable transfers made during fiscal 2000 were
appropriate. No further financial adjustments have been required as a result of the Special Committee's work. As result of these transactions, and upon consultation with our auditors, we established
an Audit Committee and Remuneration Committee consisting solely of independent directors; restructured our Board of Directors so that all but three Directors are independent; and established a
committee to conduct proper due diligence investigations on all potential acquisition targets prior to any offer being made. These improved controls and procedures have been examined and approved by
our insurers. At

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an
Audit Committee meeting held on July 22, 2002, a decision was made to dissolve the Special Committee as it had fulfilled its mandate and achieved its objectives.



During the months of July and October of 1999, we issued and allotted a total of 8,282,056 ordinary shares to Rothschild Nominees Pty Ltd, Maxidrill
Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African
Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia Pty Ltd, all of which were creditors of Laverton or its subsidiaries. At the
time, our
then executive chairman, Mr. R.A.R. Kebble, was a director of Laverton and JCI Gold Limited. These ordinary shares were ostensibly issued pursuant to the planned acquisition of Rawas, a gold
mine located in Indonesia, in consideration for, or in anticipation of receiving, shares in and claims against various companies with ownership interests in Rawas and its mining right. Evidence has
come to light revealing that the ordinary shares were issued without our legal authority and suggesting that this occurred as a result of a transaction entered into for the benefit of certain third
parties. However, because of subsequent trades, splits and consolidations, it was no longer possible to distinguish the affected shares from all of the other ordinary shares resulting in their
identity being lost. This means that it was no longer possible to identify the invalidly issued shares or their holders. Accordingly, it was not possible to remove these invalidly issued shares from
our members' register. Under the South African Companies Act, 1973 (as amended), the High Court of South Africa is permitted to validate an invalid share issuance. During a shareholders' meeting in
2002, our shareholders, by special resolution, resolved to ratify the share issuance. We subsequently made an application to the High Court of South Africa to validate the invalid issuance. This
application was successful and the High Court validated the issuance in July 2002.

Internal
investigations, which began in 2000 after we became aware of certain irregularities in the transaction, continued during fiscal year 2002. These investigations are still
continuing and the potential for any recovery through the pursuit of legal claims is being reviewed by the Board of Directors in consultation with our legal advisors in South Africa and Australia.
Meanwhile, we have confirmed that unauthorized advance payments in the total amount of $3.1 million were made to PT Barisan Tropical Mining, a wholly owned subsidiary of Laverton and the owner
of the Rawas gold mine. We are in the process of instituting legal proceedings to recover this amount.

We
have not instituted any actions against the recipients of our shares in this transaction as each of these entities had ceded to us their claims against the companies in the Rawas
Group in exchange for those shares. However, legal action has begun in South Africa. The defendants are Messrs. R.A.R. Kebble, M. Prinsloo, J. Stratton, H. C. Buitendag and JCI Limited. Our
claims against these defendants total R77.2 million and consist of the following:



We
have also made a claim for A$6.1 million for loans and advances made to and on behalf of PT Barisan Tropical Mining, the entity which operated the Rawas mine, and
R0.7 million for costs associated with issuance of the above shares.

We
also intend to pursue legal action in Australia.

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Mr. M. Silver and Fairchoice Ltd have brought an action against us and Dome in the Supreme Court of New South Wales, Australia seeking to
enforce a contract under which Dome agreed to pay, and we agreed to guarantee, a payment of $273,000 to Mr. Silver upon his retirement from the board of directors of Dome. Mr. Silver
retired from Dome's board of directors in May 2000.

The
contract was also entered into in May 2000. However, we believe that this contract is not enforceable as it was not authorized by our directors or shareholders nor was it
authorized by Dome's directors or shareholders. Therefore, we and Dome have not made any payment to Mr. Silver. We believe that this action is without merit and will continue to vigorously
defend against it.

Newshore
Nominees Pty Ltd, or Newshore, has brought an action against us in the District Court of Western Australia claiming that they are owed $148,000 as payment under an
invoice issued in August 2000 for financial services. We believe that these services were never actually performed and we have brought a counterclaim against Newshore in the amount of $22,500
for payments made under past invoices for services which we also believe were never performed.

Mr. Hoops,
a former Director of ours, has claimed R6 million ($0.6 million) in damages against us for alleged constructive dismissal of his employment. On
February 4, 2003, we concluded a settlement agreement with Mr. Hoops which resulted in the termination of the arbitration. The settlement agreement contained a written statement from
Mr. Hoops rescinding comments made by him regarding our executive chairman, Mark Wellesley-Wood. The terms of the agreement are subject to confidentiality provisions.

Blyvoor
has instituted proceedings against Property Corporate of South Africa, or Procor, whereby Blyvoor has claimed that R0.9 million ($0.09 million) is owed to it by
Procor pursuant to an agreement (negotiated by our former directors) in terms of which, inter alia, Procor was to dispose of certain properties owned by Blyvoor, collect rentals payable during the
process of selling such properties, and if the properties were not sold, Procor agreed to purchase the properties. Procor, by way of counterclaim, contends that Blyvoor has breached the agreement and
has claimed damages in the sum of approximately R9 million ($0.9 million). We believe we have meritorious defenses to this counterclaim and will defend against it vigorously.

On
December 24, 2002, the City Council of Potchefstroom served an application on us and two other respondents alleging that we caused a river near the Blyvoor Section to become
polluted through the discharge of effluent from a broken tailings dam nearby. We discharge effluent into this dam, which is owned by one of the other respondents, under permit from the Department of
Water Affairs and Forestry.

In
its application, the City Council of Potchefstroom requests the court to cause us to repair the broken dam wall, put in place a monitoring system for any possible pollution of the
nearby river and prepare a rehabilitation program for the polluted area.

On
January 16, 2002, we entered into a deed of settlement with the City Council. The court entered an order detailing the terms of the settlement and requiring Blyvoor to
undertake the following:



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On
May 20, 2003, a summons was issued by our former chairman, Mr. R.A.R. Kebble and his son, Mr. Brett Kebble, against us, our executive chairman,
Mr. Wellesley-Wood and Associated Intelligence Network (Pty) Limited, or AIN. AIN is a private investigator firm. Their claim is based on allegations that we hired AIN to invade
their privacy by obtaining personal information about them and to cause them embarrassment and commercial harm. They seek compensation for damages suffered as a result of these alleged actions in an
amount of R1.0 million each from us, Mr. Wellesley-Wood and AIN jointly and severally. In addition, they seek punitive damages in a total amount of R10 million from us
and AIN jointly and severally.

The
punitive damages claim is unique under South African law. Initial hearings are likely to take place in order for our high courts to determine whether an individual, may seek punitive
damages. Only thereafter will the merits of the matter be dealt with. We deny these allegations and will continue to defend against these claims.

On
May 22, 2003, we issued a summons in the High Court of Johannesburg against Mr. R.A.R. Kebble in which we seek payment of R3,215,429 ($409,828) plus interest. This
amount represents a sum paid to Mr. R.A.R. Kebble by us during the period beginning in September 1999 and ending in April 2000 under a restraint of trade agreement entered into
between us and Mr. R.A.R. Kebble.

We
believe that Mr. R.A.R. Kebble has repudiated and/or materially breached the provisions of this agreement. We have, accordingly, cancelled the agreement and we seek restitution
of the amounts paid.

We
are not a party to any other material legal proceedings, nor to our knowledge is any of our property the subject of any other material pending legal proceedings.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following commentary should be read in conjunction with the financial statements and related notes included in this Annual Report. Our
discussion contains forward looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward looking
statements.

OVERVIEW

We are a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of
the North West Operations, the Blyvoor Section and Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We own a 40% interest in the Crown Section and manage its
operations pursuant to a management agreement. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa.

Since
1997, we have expanded from a single operation at the Durban Deep Section that produced 165,996 ounces of gold for the fiscal year 1997 to an independent gold producer that has
increased attributable production in excess of 870,000 ounces of gold in fiscal year 2003. Our strategy for growth has generally been to acquire existing under-performing mines and turn them into
profitable business

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units
by introducing low-cost mining methods and reducing costs through employing our experience in managing marginal gold mines to more efficiently utilize existing infrastructures.

We
have had a number of changes in management and in the composition of our board of directors during the last two years. Our new management team has made important changes to our
business, most notably a major restructuring of our hedge book. We have embraced the South African government's drive for black economic empowerment and concluded a transaction with KBH involving the
sale of a 60% share of our interest in CGR. We also took positive steps to start growing our asset base and making our production profile more sustainable. For example, we accelerated our exploration
programs at the Tolukuma and Harties Sections. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in note 2 to our consolidated financial statements. Some of our accounting policies require
the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree
of uncertainty and are based on our historical experience, terms of existing contracts, management's view on trends in the gold mining industry and information from outside sources.

Management
believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparations of our consolidated financial
statements and could potentially impact our financial results and future financial performance.

Mining Assets

Mining exploration costs, including property acquisitions and mineral and surface rights relating to exploration stage properties, are expensed as incurred.

Development
costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to expand the capacity of operating mines. Production
costs are expensed.

Initial
development and pre-production costs relating to a new orebody are capitalized once our directors consider that it is probable that the properties will be profitably
exploited and until the orebody is brought into production at which time the costs are then amortized as set out below.

Land
is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

Actual
expenditures incurred for mineral property interests, mine development costs, mine plant facilities and equipment are capitalized to the specific mine to which the cost relates.
Amortization is calculated on a mine-by-mine basis (i.e. the cost pools are the individual mines) using the units of production method. Under the units of production method, we
estimate the amortization rate based on actual production over total proven and probable reserves of the particular mine. This rate is then applied to actual costs incurred to date to arrive at the
amortization expense for the period. Proven and probable reserves of the particular mine reflect estimated quantities of economically recoverable reserves that can be recovered in the future from
known mineral deposits that are presently accessible. Mine development costs are amortized over the incremental reserves accessed.

We
do not have significant open-pit operations. Any stripping costs are expensed in the period in which they are incurred.

Recoverability
of our long-term assets, which include development costs, are reviewed whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. At such

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time,
in accordance with Statement of Financial Accounting Standards("SFAS") 144, Accounting for Impairment or Disposal of Long-Lived
Assets, the recoverable amount, that is the estimate of future undiscounted cash flows, calculated on an area of interest basis, or its disposal value, if higher, is compared
to the carrying value of the long-term asset. An "area of interest" is defined as a group of assets at the lowest level for which there are identifiable cash flows that are largely
independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a mine-by-mine basis.
Therefore, we make the analysis on a mine-by-mine basis.

If
impairment exists on this basis, a reduction in the carrying value of the long-term asset is recorded to the extent the carrying value exceeds the estimate of future
discounted cash flows calculated on a "mine by mine" basis. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. It is therefore reasonably possible that
changes could occur which may affect the recoverability of our mining assets.

Impairment of mining assets

The impairment of long-lived assets is accounted for in terms of SFAS 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets."

Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be
recoverable. Recoverability of an asset or asset group is assessed by comparing the carrying amount of an asset or group of assets to the estimated future undiscounted net cash flows of the asset or
group of assets. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. Therefore, it is reasonably possible that changes could occur which may affect the
recoverability of our mining assets. If an asset or asset group is considered to be impaired, the impairment which is recognized is measured as the amount by which the carrying amount of the asset or
group of assets exceeds the discounted future cash flows expected to be derived from that asset or group of assets. The asset or asset group is the lowest level for which there are identifiable cash
flows that are largely independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a
mine-by-mine basis. Therefore, we make the analysis on a mine-by-mine basis.

Deferred income and mining taxes

We follow the liability method of accounting for deferred income and mining tax whereby we recognize the tax consequences of temporary differences by applying
current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and
liabilities include the impact of any tax rate changes enacted during the year.

A
valuation allowance is raised against deferred tax assets which are not considered more likely than not to be realizable.

Reclamation and closure costs

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 143, "Accounting
for Asset Retirement Obligations", or SFAS 143. SFAS 143, which comes into effect for fiscal years beginning after June 15, 2002, requires that the fair
value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset, where one is
identifiable, is recorded and is depreciated over the life of the asset. Prior to the adoption of SFAS 143, we accrued for the estimated reclamation and closure liability through annual charges
to earnings over the estimated life of the mine. We adopted the new policy on July 1, 2002. The cumulative effect of the change in policy on the balance

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sheet
at that date was to increase Mining Assets by $0.55 million and increase Rehabilitation liabilities by $0.72 million with a cumulative effect of change in accounting principle
adjustment charge to net earnings of $0.17 million in fiscal 2003.

Rehabilitation costs

Where a related asset is not easily identifiable with a liability other estimated future rehabilitation costs, which are based on our interpretation of current
environmental and regulatory requirements, are accrued as and when tailings are deposited. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in
legislation, technology or other circumstances.

Based
on current environmental regulations and known rehabilitation requirements, our management has included its best estimate of these obligations in its rehabilitation accrual.
However, it is reasonably
possible that these estimates of our ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

Annual
contributions are made to dedicated trust funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine.

Derivative Instruments

Statement of Financial Accounting Standards 133 ("SFAS 133"),Accounting for Derivative Instruments and Hedging
Activitieshas been issued and was adopted by us with effect from July 1, 2000.

Prior
to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production were recognized in
revenue when planned production was delivered. Derivatives that were not designated to future production, were accounted for on a mark-to-market basis and the associated gains
and losses were recognized in the results of operations.

Under
SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On
the date a derivative contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a
forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. Our derivative transactions, while providing effective economic hedges under our risk
management policies, do not qualify for hedge accounting. Derivative instruments are not entered into for trading purposes.

On
adoption of SFAS 133, none of our derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect adjustment of
$78 million was recorded in Accumulated Other Comprehensive Income on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments
on the balance sheet, which previously qualified for hedge accounting and were not recorded on the balance sheet.

Recognition
of derivatives which meet the criteria for the normal purchase normal sale exemption under SFAS 133 are deferred until settlement. However, we have no positions that
meet the criteria for the normal purchase normal sale exemption under SFAS 133.

Subsequent
to the adoption of SFAS 133, changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in the income statement.

Stock-Based Compensation Plans

We have adopted the disclosure only provisions of SFAS 123 and apply Accounting Principles Board Opinion No. 25 (APB No. 25) and related
interpretations accounting for our employee based compensation plan.

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The
difference between the option strike price and the prevailing market value of the share is recorded as an expense.

OPERATIONS

We currently focus on four operations:

      North West Operations

The North West Operations consist of the Buffels Section and Harties Section which lie adjacent to each other within the Klerksdorp goldfield on the northwest rim
of the Witwatersrand Basin. This operation is our largest producer of gold and produced 462,743 ounces, or 53% of our total gold production, for fiscal 2003 from underground and surface sources. We
own 100% of the North West Operations through our wholly-owned subsidiary, Buffels. Buffels acquired the majority of the assets and liabilities of the Harties mining operation on August 16,
1999.

Due
to the increase in the Rand price of gold in fiscal 2002, we have decided to mine previously unprofitable areas of the Buffels and Harties Sections below a cut-off grade
of 7.96 g/t at Buffels Section and 6.45 g/t at Harties Section. These areas are called the "medium grades' and carry no additional fixed overhead costs. This strategy has increased the life of the
mines from seven years to 15 years. As a result of the decrease in the Rand price of gold in fiscal 2003 and as a result of the 60-day review process at our North West Operations,
the decision was made in September 2003 to stop mining these "medium grades" until the Rand gold price improves. The North West Operations have approximately 10,000 employees, including
contractors. The operation produced 384,296 ounces of gold from underground areas. Gold production from surface areas in fiscal 2003 amounted to 78,447 ounces.

      Blyvoor Section

The Blyvoor Section is situated in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin. This section was established in 1937 and gold
production commenced in 1942. It was the first mine in the "West Wits" line and our wholly-owned subsidiary, Blyvoor, acquired the company which owned the adjacent Doornfontein mine as a wholly owned
subsidiary in December 1995. We own 100% of the Blyvoor Section through our wholly-owned subsidiary, Blyvoor. We acquired Blyvoor on September 15, 1997.

The
mine has approximately 5,800 employees, including contractors. The Blyvoor Section has two main gold bearing horizons, the Carbon Leader Reef, which is one of the principal orebodies
in the goldfield, and the Middelvlei Reef which is situated approximately 246 feet vertically above the Carbon Leader Reef horizon. The processing of surface rock dumps also takes place at the Blyvoor
Section. We believe that production from surface sources at the Blyvoor Section will progressively decrease to 110,000 tons per month while production from underground operations will increase in a
corresponding manner to match the plant capacity of approximately 220,000 tpm.

We
implemented the Blyvoor Expansion Project in fiscal 2001 to realize the full potential of the Blyvoor ore reserves, thus introducing the mining of the lower grade Middelvlei Reef
reserves as well as the reclamation of "old gold" in worked out areas. Low cost mining of the Middelvlei Reef is achievable because of the extensive pre-development work done and the
extensive mining of the Carbon Leader Reef which has resulted in the Middelvlei Reef being situated in a geologically stable mining environment and thereby resulting in lower mining cost. The
expansion project has increased the current life of mine plan from 12 to in excess of 15 years.

At
the beginning of fiscal 2003, the Blyvoor Section began a feasibility study looking at the opportunity to re-mine and treat the slimes dam material from slime dimes 4 and
5. As a result of the study it was estimated that there is approximately 25 million tons of material at an estimated grade of 0.02 ounces per ton. It is estimated that this project has a life
of approximately 10 years. Modifications

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are
being made to the existing plant to enable processing of this material, with the commissioning due to be completed by the end of December 2003.

Underground
gold production has increased from 200,171 ounces in fiscal 2002 to 203,000 ounces in fiscal 2003. Surface gold production decreased from 52,854 in fiscal 2002 to 44,626
ounces in fiscal 2003.

      Crown Section

The Crown Section is involved in the clearing of old slime and sand dumps and the environmental clean-up of land across Central Johannesburg. The
Crown Section has three operating plants situated at Crown Mines, City Deep and Knights, with an installed capacity to treat 11 million tons of sand and tailings per annum. Subsequent to
cessation of underground operations and until recently, the Crown Section also operated the West Wits gold plant for the processing of sand dumps. However, in June 2002, we entered into an
agreement to sell the West Wits plant and related surface rights to MGL for R25 million ($2.4 million). This agreement was subsequently amended by a Memorandum of Agreement on
June 6, 2003. On July 1, 2002, we sold a 60% interest in the Crown Section leaving us with 40% of the Crown Section through our wholly-owned subsidiary, Crown. We have accounted
financially for our interest in the Crown Section under the equity method commencing July 1, 2002. We acquired Crown on September 14, 1998.

Attributable
(40%) gold production was 56,495 ounces during the fiscal year 2003. The operation has approximately 757 employees including contractors. During fiscal 2002 gold production
was 138,665 ounces.

On
October 10, 2002, CGR entered into an agreement to purchase 100% of the issued share capital and shareholders claims of ERPM. ERPM is located close to Boksburg, east of
Johannesburg. There is one processing plant servicing the three operating shafts. The other shafts are used for transport and pumping. Attributable (40%) gold production at ERPM during the fiscal year
ended 2003 was 20,743 ounces. There are approximately 3,300 persons employed (including contractors) at ERPM.

      Tolukuma Section

The Tolukuma Section is situated approximately 60 miles north of Port Moresby in Papua New Guinea, at an elevation of 5,085 feet. We acquired Dome Resources
(Pty) Ltd, or Dome, in the first half of 2000, our objective being to re-engineer and further develop the operation.

Total
production for the fiscal year 2003 amounted to 68,096 ounces of gold and 157,844 ounces of silver. The Tolukuma Section has approximately 472 employees, including contractors. The
Tolukuma Section is situated in a remote area of Papua New Guinea, which requires all transport to and from the mine to be carried out by helicopter. As a result, 25% of the total cost of the mine is
spent on transportation costs. We own 100% of the Tolukuma Section through our wholly-owned subsidiary Dome. We completed our acquisition of the entire share capital of Dome in June 2001.

Revenue

Substantially all our revenues are derived from the sale of gold. As a result our operating results are directly related to the price of gold.

The
profitability of our operations, and the cash flows generated by those operations, are impacted by changes in the market price for gold, which in the past has fluctuated widely. As a
general rule, we sell the gold we produce at market prices to obtain the maximum benefit from prevailing gold prices, although we have previously entered into hedging arrangements such as forward
sales or other derivatives which establish a price in advance for the sale of our future gold production. During fiscal 2002, we undertook a major restructuring of our hedge book designed to reduce
our hedging contracts.

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Please
see Item 11.Quantitative and Qualitative Disclosures About Market Risk for a discussion about the restructuring of our hedge book.

As
a result of our hedge book, the gold price in Dollars received by us had declined during each of fiscal 2000, 2001 and 2002. However, we have seen an increase in the price of gold
received by us during the 2003 fiscal year caused in part by our hedge restructuring during fiscal 2002. We have retained some protection, such as our "gold for electricity" contract with Eskom,
against a decrease in the price of gold and we will consider protecting our marginal production and capital programs as appropriate. As a result of this protection, we have an exposure to opportunity
loss as a result of increasing gold prices. Under the terms of our agreement, we pay Eskom standard electricity tariff for all energy we consume, including the 75 GWh per month specified in the
contract. In addition, every 12 month-period starting in October we adjust the cost incurred in that period in accordance with an established formula based on gold price.

The
gold price adjustment is based on the notional amount of 15,000 ounces of gold per month multiplied by the difference between the contracted gold price (that is the price that was
agreed on the date of the transaction for a determined period) and the arithmetic average of London PM fix for each business day in the calculation period. This contract expires in
September 2005.

At
June 30, 2003 when the gold price was $346.00 per ounce and the Rand/Dollar exchange rate was R7.47, the fair value of our Eskom position was a negative $30.9 million.

The
following table sets out the average, high and low London Bullion market price of gold in Dollars during the last four fiscal years.

Year ended June 302003

2002

2001

2000Average

$
334

296

269

281High


382

327

291

326Low


302

265

260

253


As
a result of the close out of our hedging program, the actual cash proceeds from the sale of gold amounted to $336 per ounce in fiscal 2003 as compared to $253 per ounce in fiscal 2002
and $264 per ounce in fiscal 2001.

Production Costs

Cash costs typically make up over 94% of our total costs. The remainder of costs consist primarily of exploration costs, selling, administrative and general
charges and depreciation and amortization. For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data. Our aim is to reduce total unit
cost per ounce produced by maintaining low total cost structure at existing operations and implementing this low-cost structure at the new mining operations we acquire.

We
have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs, implementing an ore reserve
management system that allows for greater grade control and acquiring higher grade reserves. Our ore reserve
management system relies on a detailed geological understanding of the ore backed up by closely-spaced sampling and an emphasis on grade control. We have also reduced our total costs by removing
excess layers of management at our operating sections.

Income and Mining Tax

We pay tax on mining income and non-mining income. The amount of mining income tax is calculated on the basis of a formula which takes into account
total revenue and profits from, and capital expenditures for, mining operations.

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In South Africa, the amount of income subject to taxation is calculated by subtracting capital expenditures from operating profit. The amount by which the
adjusted profit figures exceeds 5% of revenue constitutes taxable mining income adjusted for any historical tax loss. We and each of our subsidiaries each make our own calculation of taxable income.

Mining
tax on mining income is determined based on a formula which takes into account the profit and revenue from mining operations during the year. Non-mining income, which
consists primarily of interest, is taxed at a standard rate. The tax rates applicable to the mining and non-mining income of a gold mining company depends on whether the company has
elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared, which is payable by the company declaring the dividend, and, at present, the STC tax rate is equal
to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining income and
non-mining income. In each of 2003, 2002 and 2001, the tax rates for taxable mining income and non-mining income for companies that elected the STC exemption were 46% and 38%,
respectively. During those same years the tax rates for companies that did not elect the STC exemption were 37% and 30%, respectively.

In
1993, we elected not to be exempt from STC, as this would have meant that we would pay normal taxation at the higher rates of 46% for mining income and 38% for non-mining
income. Having chosen not to be subject to the STC exemption, we are subject to 37% tax on mining income and 30% for non-mining income. However, with the exception of Blyvoor, all of our
subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a wholly-owned subsidiary of ours, would be exempt from STC.

South
African deferred taxation has been provided at the effective mining rate applicable in terms of the mining tax formula to the relevant operations at either 37% or 46% (2002: 30%),
while the Australian deferred tax is provided at the Australian statutory tax rate of 30% (2002: 30%). Valuation allowances are provided on deferred tax assets arising out of assessed losses and
unredeemed capital expenditures where these are unlikely to be utilized in the foreseeable future.



Prior to the 2002 fiscal year, the corporate tax rate in Papua New Guinea was 35%. Currently, corporate tax rates on non-mining,
non-petroleum taxable income in Papua New Guinea are 25% for resident companies and 48% for non-resident companies. Taxable income from mining operations is assessed at the
rate of 30% for resident companies and 48% for non-resident companies. Additional profit tax is raised on resource projects at a rate of 20 - 25%. Tolukuma is a
resident company for tax purposes.

Results of Operations

Year ended June 30, 2003 and 2002



Revenue for the year ended June 30, 2003 decreased by 12.5% to $265.9 million from $303.9 million in fiscal 2002. We produced and sold
0.793 million ounces of gold from 12.9 million tons of ore treated at an average yield of 0.062 ounces per ton in fiscal 2003. In fiscal 2002, we produced and sold 1.027 million
ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton. The decrease in revenue, gold produced and tons treated is primarily due to the sale of 60% of our
interest in the Crown Section to KBH, effective July 1, 2002. As a result, the results of the Crown Section are no longer consolidated with our results. Our remaining 40% interest in the Crown
Section has been accounted for using the equity method in the 2003 fiscal year. During fiscal 2003, the

85

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Crown
Section produced a total of 193,096 ounces of gold from 12.2 million tons of ore treated at an average yield of 0.02 ounces per ton. Production at the North West operations was also down
77,807 ounces from fiscal 2002. This decrease was due to the implementation of the 2003 mining plan, which included the "medium-grade" areas. Under this plan, the tons of ore treated from underground
sources increased, but the grades decreased, and hence the ounces produced decreased.

The
decrease in production was partially offset by a stronger Dollar gold price received during the year. The average gold price received by us was $336 per ounce in fiscal 2003,
compared to $253 per ounce in fiscal 2002.



The following table sets out our total amount of gold produced in ounces, our total cost per ounce of gold and our cash cost per ounce of gold produced at each of
our operations for the years ended June 30, 2003 and June 30, 2002:

|                               |                                      | Year ended June 30,            
|------------------------------ | ------------------------------------ | -------------------------------
|
|
|North West Operations          |                                      |                                
|                               | Surface Operations                   |                                
|                               | Underground Operations               |                                
|                               |                                      |                                
|                               | Weighted average cash cost per ounce |                                
|                               |                                      | Total Cost per ounce of gold($)
|Blyvoor Section                |                                      |                                
|                               | Surface Operations                   |                                
|                               | Underground Operations               |                                
|                               |                                      |                                
|                               | Weighted average cash cost per ounce |                                
|                               |                                      | Total Cost per ounce of gold($)
|Crown Section*                 |                                      |                               
|                               |                                      | Total Cost per ounce of gold($)
|West Wits Section              |                                      | 14,531                         
|                               |                                      | Total Cost per ounce of gold($)
|Tolukuma Section               |                                      | 68,096                         
|                               |                                      | Total Cost per ounce of gold($)
|Total ounces produced          |                                      | 792,996                        
|Total production costs ($'000) |                                      |                                
|Weighted average cash cost     |                                      |                                
|                               |                                      | Total Cost per ounce of gold($)

---

Cash
cost per ounce in fiscal 2003 increased by 43% to $303 per ounce compared to a cash cost of $212 per ounce in fiscal 2002. This increase is primarily attributable to the significant
appreciation of the Rand against the Dollar during fiscal 2003, as well as production difficulties at the North West Section. The majority of our cash costs are incurred in Rands. Cash costs in fiscal
2003 consisted of 42% for labor costs; 22% for contractor services and other related costs; 25% for inventory costs; and 11% for electricity costs. Cash costs in fiscal 2002 consisted of 41% for labor
costs; 20% for contractor services and other related costs; 26% for inventory costs; and 13% for electricity costs. As gold mining in South Africa is very labor intensive, labor costs and contractor
services are the largest combined

86

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component
of cash costs. During fiscal 2003, an average wage increase of 8.5% over and above inflation for our mining employees was implemented pursuant to our current labor agreements. This
contributed to our increase in cash costs.

Our
total cost per ounce of gold decreased to $268 in fiscal 2003 from $388 in fiscal 2002. This decrease is primarily attributable to the profit on financial instruments in fiscal 2003
as a result of the
significant appreciation of the Rand against the Dollar. In fiscal 2002, significant costs were also incurred in the close out of our hedge book.



Depreciation and amortization charges were $10.6 million for fiscal 2003 as compared to $13.9 million for fiscal 2002. This decrease is mainly due
to the decrease in the asset base as a result of our sale of 60% of our interest in the Crown Section to KBH, effective July 1, 2002.



Employment termination costs increased to $1.5 million for fiscal 2003 as compared to $0.4 million for fiscal 2002. This increase is mainly due to
the gradual reduction in the workforce at the North West Operations during the year, as well the effect of a stronger Rand against the Dollar as our termination costs are incurred in Rands.



During fiscal 2003, we recorded no impairment charge against assets. During fiscal 2002, we recorded an impairment charge against the residential property at the
Durban Deep Section of $2.2 million. The market value of these assets had declined further during the current year.



The fair value adjustment on financial instruments in fiscal 2003 was $43.8 million, as compared with a loss of $147.2 million in fiscal 2002.

The
appreciation of the Rand during fiscal 2003 and the resulting positive effect that these changes had on the fair value of our derivative instruments contributed to the large increase
in the profit on financial instruments. The above difference and the effect of the close-out of our hedge position resulted in a fair value adjustment (unrealized) of $20.8 million
and a realized losses of $126.4 million in fiscal 2002.



The selling, administration and general charges decreased in fiscal 2003 to $10.8 million as compared to $13.3 million in fiscal 2002. The
implementation of a flatter management structure and the concerted effort of management to institute tighter financial controls, including greater reliance on in-house expertise as opposed
to external consultants, also contributed to the decrease.

87

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Our functional currency is the Rand for our South African operations and the Papua New Guinean Kina for our Tolukuma operations. The unrealized foreign exchange
gain of $11.2 million for fiscal 2003, compared to $0.6 million for fiscal 2002, and represents the effect of the translation of monetary items, primarily external debt, which is
denominated in currencies other than our functional currencies.



Interest expense increased to $6.9 million for fiscal 2003 as compared to $2.4 million for fiscal 2002. The increase was due primarily to the
increased interest charge as a result of our issue of the $66 million 6% Senior Convertible Notes on November 12, 2002 as well as the effect of stronger Rand against the Dollar.



With the sale of a 60% interest in CGR on July 1, 2002, our remaining 40% interest in CGR is equity accounted for as an investment in an associate company.
Our proportionate share of the after tax loss of CGR for fiscal 2003 was $4.2 million. We also impaired $5.2 million of loans to our associate companies.



In fiscal 2003, the tax charge was 72% of our consolidated profit as compared to a benefit of 45% of our consolidated loss for fiscal 2002.

The
increased profitability for the year under review resulted in a decrease in assessed losses available to us. This combined with an increase in the valuation allowance at the North
West Operations, resulted in a deferred tax charge of $59.9 million. Losses incurred in the fiscal year ended June 30, 2002 resulted in a deferred tax benefit of $42.9 million for
the fiscal 2002 year.

The
taxation charge for fiscal 2003 was reduced by a change in the rate of deferred tax at our South African operations. During the year we changed our estimate of the rate at which
deferred tax is recognized from 30% in fiscal 2002 to the maximum mining tax rate applicable under the mining tax formula to our individual mining operations, at either 37% or 46% for fiscal 2003. The
increase in the tax rate increased the value of our deferred tax asset, resulting in a decrease in the taxation charge for the period of $18.5 million.



A total of $17.9 million was invested in our various environmental trust funds at the end of fiscal 2003, as compared to $12.1 million for fiscal
2002. The increase in Dollar terms is attributable to the strengthening of the Rand against the Dollar in fiscal 2003. As of June 30, 2003, we estimate our total rehabilitation liability to be
$24.6 million as opposed to $17.9 million at June 30, 2002. The shortfall will be financed by ongoing financial contributions.

Year ended June 30, 2002 and 2001



Revenue for the year ended June 30, 2002 increased by 4.3% to $303.9 million from $291.3 million in fiscal 2001. We produced
1.027 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton in fiscal 2002. In fiscal 2001 we produced 1.064 million ounces of gold
from 27.3 million tons treated at an average yield of 0.036 ounces per ton. Despite the 3.4% reduction in production as compared to fiscal 2001, the increase in revenue was mainly attributable
to the increase in the average price of gold received before taking into account the effects of our hedging.

88

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The following table sets out our total amount of gold produced in ounces, our total cost per ounce of gold and our cash cost per ounce of gold produced at each of
our operations for the years ended June 30, 2002 and June 30, 2001:

|                               |                                      | Year ended June 30,            
|------------------------------ | ------------------------------------ | -------------------------------
|
|
|North West Operations          |                                      |                                
|                               | Surface Operations                   |                                
|                               | Underground Operations               |                                
|                               |                                      |                                
|                               | Weighted average cash cost per ounce |                                
|                               |                                      | Total Cost per ounce of gold($)
|Blyvoor Section                |                                      |                                
|                               | Surface Operations                   |                                
|                               | Underground Operations               |                                
|                               |                                      |                                
|                               | Weighted average cash cost per ounce |                                
|                               |                                      | Total Cost per ounce of gold($)
|Crown Section                  |                                      | 138,665                        
|                               |                                      | Total Cost per ounce of gold($)
|West Wits Section              |                                      | 23,245                         
|                               |                                      | Total Cost per ounce of gold($)
|Tolukuma Section               |                                      | 71,955                         
|                               |                                      | Total Cost per ounce of gold($)
|Total ounces produced          |                                      | 1,027,440                      
|Total production costs ($'000) |                                      |                                
|Weighted average cash cost     |                                      |                                
|                               |                                      | Total Cost per ounce of gold($)

Cash
cost per ounce in fiscal 2002 was reduced by 8.6% to $212 per ounce compared to a cash cost of $232 per ounce in fiscal 2001. This decrease is primarily attributable to the
significant depreciation of the Rand against the Dollar during fiscal 2002, as well as an increased focus on cost control, including centralizing our procurements function to obtain better commodity
prices from suppliers. The majority of our cash costs are incurred in Rands. Cash costs in fiscal 2002 consisted of 41% for labor costs; 20% for contractor services and other related costs; 26% for
inventory costs; and 13% for electricity costs. Cash costs in fiscal 2001 consisted of 32% for labor costs; 35% for contractor services and other related costs; 22% for inventory costs; and 11% for
electricity costs. As gold mining in South Africa is very labor intensive, labor costs and contract services are the largest component of cash costs. During fiscal
2002, an average wage increase of 7% for our mining employees was implemented pursuant to our current labor agreements. Our total cost per ounce of gold increased to $388 in fiscal 2002 from $360 in
fiscal 2001. This increase is primarily attributable to costs incurred in the close out of our hedge book in 2002.



Depreciation and amortization charges were $13.9 million for fiscal 2002 as compared to $14.9 million for fiscal 2001. This slight decrease is
mainly due to an extension of the life of mine of our current operations. This decrease, was to an extent negated by the increase in the depreciation charges at the Tolukuma Section caused by the
appreciation of the Australian Dollar during the year.

89

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Employment termination costs decreased to $0.4 million for fiscal 2002 as compared to $3.0 million for fiscal 2001. This decrease is mainly due to
the payment of employment termination costs during fiscal 2001 in connection with the closure of unprofitable mining operations at the Durban Deep and West Wits Sections.



During fiscal 2002, we recorded an impairment charge against the residential property at the Durban Deep Section of $2.2 million. The market value of these
assets had declined further during the current year. We had not recorded an impairment charge against these assets during fiscal 2001 as there was a potential buyer for these assets. However, the sale
was not consummated and the Durban Deep Section has now been fully impaired. In fiscal 2001, we recorded an impairment charge against the assets of the Durban Deep Section of $2.8 million based
on the fair value of the assets at June 30, 2001.



The selling, administration and general charges decreased in fiscal 2002 to $13.3 million as compared to $30.9 million in fiscal 2001. The decrease
was primarily due to the significant depreciation of the Rand against the Dollar in fiscal 2002. The majority of our selling, administrative and general charges are incurred in Rand. The
implementation of a flatter management structure and the concerted effort of management to institute tighter financial controls, including greater reliance on in-house expertise as opposed
to external consultants, also contributed to the decrease. We incurred costs in fiscal 2001 related to our special investigation that were not incurred in fiscal 2002.



The loss on financial instruments in fiscal 2002 was $147.2 million, as compared with a loss of $15.4 million in fiscal 2001.

The
depreciation of the Rand and the appreciation of the gold price during fiscal 2002 and the resulting negative effect that these changes had on the fair value of our derivative
instruments contributed to the large increase in the loss on financial instruments. The average price of gold received by us was $43 per ounce less than the average gold price for fiscal 2002 as
opposed to fiscal 2001, when the difference between the average gold price for the year and our gold price received was $5 per ounce less. The above difference and the effect of the
close-out of our hedge position resulted in realized losses of $126.4 million in fiscal 2002.



Interest expense decreased to $2.4 million for fiscal 2002 as compared to $5.6 million for fiscal 2001. The decrease was due primarily to the
settlement of the loan from Western Areas Ltd., or WAL, during the year.



In fiscal 2002 the tax benefit was 45% of our consolidated loss as compared to 41% in fiscal 2001.

As
a result of the improved average price of gold in fiscal 2002, the likelihood of realizing assessed losses at our operations has increased and thus deferred income and mining tax
valuation allowances have decreased to $6.9 million in fiscal 2002 from $63.3 million in fiscal 2001. This decrease has to an extent been negated by a reduction in the Unredeemed Capital
Expenditure carried forward balance to $22.1 million in fiscal 2002 from $34.4 million in fiscal 2001 and a reduction in the Assessable Tax Loss

90

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carried
forward balances to $15.4 million in fiscal 2002 from $25.1 million in fiscal 2001 as a result of continued profitability at the Blyvoor and Crown Sections.

Foreign
tax benefit decreased to $2.1 million in fiscal 2002 from $4.1 million in fiscal 2001, primarily due to a smaller loss before tax at the Tolukuma Section. There was
also an increase in expenditure not allowed as a deduction for taxation purposes to $9.5 million in fiscal 2002 from $0.4 million in fiscal 2001, this increase was mainly attributable to
the early close out of certain hedge positions during the year.



In fiscal 2002, minority interest decreased to $0 from $0.3 million in fiscal 2001 because we purchased all the shares in Dome during fiscal 2001. The
$0.3 million relates to the minority shareholders' share of losses in Dome.



A total of $12.1 million was invested in our various environmental trust funds at the end of fiscal 2002, as compared to $13.8 million for fiscal
2001. The decrease is attributable to the weakening of the Rand against the Dollar in fiscal 2002. As of June 30, 2002, we estimate our total rehabilitation liability to be $17.9 million
as opposed to $22.6 million at June 30, 2001. The shortfall will be financed by ongoing financial contributions.

RESTATEMENT OF QUARTERLY INFORMATION

On September 30, 2003, we filed a restatement of our unaudited US GAAP financial information for the quarter ended June 30, 2003 and on
October 31, 2003 we filed our unaudited US GAAP financial information for the quarter ended September 30, 2003.

As
a result of the year end audit for the fiscal year ended June 30, 2003, certain audit adjustments have arisen, which require the above quarterly information to be restated.
These adjustments include the reversal of Impairment on Mining Assets of $5.3 million, a full valuation allowance of the North West Operations Deferred Tax Asset, amounting to
$41.4 million, and fair value adjustments to the Convertible Loan Notes, amounting to $1.0 million.

As
a result of these adjustments, our unaudited US GAAP financial information for the quarters ended June 30, 2003 and for the quarter ended September 30, 2003 are restated
below.

Reconciliation
of Net Loss applicable to stockholders as previously reported for the quarters ended June 30, 2003 and September 30, 2003:

|                                                                    |                                                  | Quarter ended |      
|------------------------------------------------------------------- | ------------------------------------------------ | ------------- | -----
|
|
|Net profit/(loss) applicable to stockholders as previously reported |                                                  | 1.1           |      
|Adjusted for:                                                       |                                                  | (30.0         | )    
|                                                                    | Reversal of impairment of mining assets          |               | 6.1  
|                                                                    | Depreciation and amortization                    |               |     
|                                                                    | Deferred tax valuation allowance                 |               | (36.8
|                                                                    | Adjustment to write off of investments and loans |               | (0.2 
|                                                                    | Fair value adjustment to convertible notes       |               | 0.9  
|                                                                    |                                                  |               |      
|Net profit/(loss) applicable to stockholders as restated            |                                                  | (28.9         | )    
|                                                                    |                                                  |               |      

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Reconciliation
of Stockholder's Equity as previously reported for the June 2003 and September 2003 quarters:

|                                            |                                  | Quarter ended |      
|------------------------------------------- | -------------------------------- | ------------- | -----
|
|
|Stockholder's Equity as previously reported |                                  | 48.1          |      
|Adjusted for:                               |                                  | (42.9         | )    
|                                            | Loss applicable to stockholder's |               | (30.0
|                                            | Translation adjustments          |               | (12.9
|                                            | Quarter June 2003 adjustments    |               |     
|                                            |                                  |               |      
|Stockholders equity as restated             |                                  | 5.2           |      
|                                            |                                  |               |      

|                                    |                                         | Quarter ended |      
|----------------------------------- | --------------------------------------- | ------------- | -----
|
|
|
|Revenues                            |                                         |               |      
|                                    | Product sales (Gold revenue)            |               | 67.1 
|Cost and expenses                   |                                         | (65.6         | )    
|                                    | Production costs                        |               | (64.2
|                                    | Movement in gold in process             |               | (0.8 
|                                    | Movement in rehabilitation provision    |               | (0.6 
|                                    |                                         |               |      
|Other operating expenses            |                                         |               |      
|                                    | Depreciation and amortization           |               | (3.8 
|                                    | Impairment of assets                    |               |     
|                                    | Employment termination costs            |               | (1.3 
|                                    | Management and consulting fees          |               | 0.1  
|                                    | (Loss)/profit on derivative instruments |               | 1.4  
|                                    | Loss on sale of investments             |               | (1.1 
|Administration and general charges  |                                         | (3.2          | )    
|                                    |                                         |               |      
|Stock based compensation costs      |                                         | (1.2          | )    
|                                    | Administration and general charges      |               | (2.0 
|                                    |                                         |               |      
|Net operating loss                  |                                         | (6.4          | )    
|                                    | Investment income                       |               | 2.0  
|                                    | Other income                            |               | 9.8  
|Finance cost                        |                                         |               |      
|                                    | Interest expense                        |               | (4.2 
|                                    |                                         |               |      
|Profit/(loss) before taxation       |                                         | 1.2           |      
|                                    | Loss from associate                     |               | (7.7 
|                                    | Income and mining tax benefit           |               |     
|                                    | Deferred taxation benefit               |               | (22.4
|                                    |                                         |               |      
|Net loss applicable to stockholders |                                         | (28.9         | )    
|                                    |                                         |               |      
|                                    | Basic loss per share (cents)            |               | (15.7
|                                    | Diluted loss per share (cents)          |               | (15.7

92

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|                                         |  | Quarter ended |  
|---------------------------------------- |  | ------------- | -
|
|
|
|
|
|ASSETS                                   |  |               |  
|Current assets                           |  | 75.4          |  
|Cash and equivalents                     |  | 44.4          |  
|Receivables                              |  | 23.1          |  
|Inventories                              |  | 7.9           |  
|Mining assets                            |  | 83.3          |  
|Cost                                     |  | 219.8         |  
|Accumulated depreciation & amortization  |  | (136.5        | )
|Other assets                             |  | 39.9          |  
|Deferred income and mining tax           |  | 5.1           |  
|Non-current assets                       |  | 34.8          |  
|                                         |  |               |  
|Total assets                             |  | 198.6         |  
|                                         |  |               |  
|LIABILITIES & STOCKHOLDERS' EQUITY       |  |               |  
|Current liabilities                      |  | 69.0          |  
|Bank overdraft                           |  | 3.9           |  
|Accounts payable and accrued liabilities |  | 50.0          |  
|Short-term portion of long-term loans    |  | 15.1          |  
|Long-term loans                          |  | 5.7           |  
|Convertible notes                        |  | 61.4          |  
|Derivative instruments                   |  | 32.7          |  
|Provision-environmental rehabilitation   |  | 24.6          |  
|Stockholders' equity                     |  | 5.2           |  
|Authorized                               |  |               |  
|300 000 000 ordinary no par value shares |  |               |  
|5 000 000 cumulative preference shares   |  |               |  
|Issued                                   |  |               |  
|211 402 045 ordinary no par value shares |  |               |  
|5 000 000 cumulative preference shares   |  |               |  
|Stated capital and share premium         |  | 360.3         |  
|Additional paid in capital               |  | 37.7          |  
|Cumulative preference shares             |  | 0.1           |  
|Accumulated loss                         |  | (340.4        | )
|Other comprehensive income               |  | (52.5         | )
|                                         |  |               |  
|Total liabilities & stockholders' equity |  | 198.6         |  
|                                         |  |               |  

93

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|                                                                |                                            | Quarter ended |      
|--------------------------------------------------------------- | ------------------------------------------ | ------------- | -----
|
|
|
|Stockholders' equity at the beginning of the period             |                                            | 48.9          |      
|Prior period adjustment (Argonaut mineral rights)               |                                            | (4.5          | )    
|Stockholders' equity at the beginning of the period as restated |                                            | 44.4          |      
|Share capital issued                                            |                                            | 1.4           |      
|                                                                |  for cash                                 |               |     
|                                                                |  for share options exercised              |               | 0.2  
|                                                                |  for stock based compensation             |               | 1.2  
|                                                                |                                            |               |      
|Movement in retained income                                     |                                            | (40.6         | )    
|                                                                |                                            |               |      
|                                                                |  (loss)/profit applicable to stockholders |               | (28.9
|                                                                |  mark-to-market on investments            |               | 0.1  
|                                                                |  currency adjustments and other           |               | (11.8
|                                                                |                                            |               |      
|Stockholders' equity at the end of the period                   |                                            | 5.2           |      
|                                                                |                                            |               |      

Cash
Flow Statements for the period ended:

|                                                 |  | Quarter ended |  
|------------------------------------------------ |  | ------------- | -
|
|
|
|Net cash out flow from operating activities      |  | (14.6         | )
|Net cash in flow from investing activities       |  | 0.4           |  
|Net cash (out)/in flow from financing activities |  | (13.4         | )
|                                                 |  |               |  
|Net (decrease)/increase in cash & equivalents    |  | (27.6         | )
|Translation adjustment                           |  | 8.9           |  
|Cash and equivalents at beginning of period      |  | 63.1          |  
|                                                 |  |               |  
|Cash and equivalents at end of period            |  | 44.4          |  
|                                                 |  |               |  

LIQUIDITY AND CAPITAL RESOURCES

Cash Resources

At June 30, 2003, we had cash and cash equivalents of $44.4 million, and working capital of $2.4 million, compared to cash and cash
equivalents of $23.9 million, a negative working capital of $34.3 million at June 30, 2002. Our board of directors believes that due to the favorable Dollar gold price, the restructuring of our
hedge positions, the revised mining plan as a results of the 60 day review process at the North West Operations and the debt facilities currently in place, our working capital resources are sufficient
to fund our currently foreseeable business requirements.

Operations

Cash of $23.9 million was utilized for fiscal 2003 as compared to cash utilized of $64.2 million for fiscal 2002 and cash utilized of $16.7 million
for fiscal 2001. This decrease was due primarily improved profitability in fiscal 2003 and the cash flows arising on the early settlement of hedge positions during fiscal 2002.

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Investing

Cash utilized in investing activities increased to $9.8 million in fiscal 2003 from cash generated of $2.9 million for fiscal 2002 as compared to
cash utilized $1.3 million in fiscal 2001. The increase in fiscal 2003 is as a result of the acquisition of a 19.81% stake in Emperor Mines and increased capital
expenditure at the operations. The cash generated in fiscal 2002 was due to the sale of listed investments.

Financing

Cash generated by financing activities decreased to $55.4 million in 2003 from cash generated of $67.6 million in 2002. During fiscal 2003, we
raised $63.6 million through the issue of 6% Senior Convertible Notes, $9.0 million through the issue of shares and we repaid $20.3 million of our long term liabilities. During
fiscal 2002 we raised $51.1 million through the issues of shares and we raised $18.5 million in long-term liabilities. Cash generated from financing activities in fiscal 2001
was $11.0 million.

Capital Expenditures

Capital expenditure for the fiscal year ended June 30, 2003 was $13.4 million, compared to $8.2 million for the fiscal year ended
June 30, 2002. Capital expenditures were predominantly on ore reserve development and new underground mining equipment. The surface equipment at Tolukuma was upgraded. Redundant capital
equipment was sold during the year, the proceeds of which amounted to $3.6 million. Capital expenditures were funded from existing cash resources and cash generated by operations and cash
generated by financing activities.

Capital
expenditure for the fiscal year ended June 30, 2002 was $8.2 million, compared to $6.3 million for the fiscal year ended June 2001. Capital
expenditures were predominantly on ore reserve development at the Blyvoor section and underground services at the Blyvoor, Harties and Buffels Sections. Redundant capital equipment was sold during the
year, the proceeds of which amounted to $1.7 million. Capital expenditures were funded from existing cash resources.

For
fiscal 2004, we have budgeted $25.9 million for capital expenditures. Included in this amount is $14.3 million on mining equipment and development, $6.9 million
on other capital projects, $2.2 million for upgrading existing underground operations, $1.2 million for exploration, and $0.1 million for upgrading current metallurgical plants.
These amounts exclude any expenditures at the Porgera Mine.

For
fiscal 2004, North West has budgeted $10.9 million for capital expenditure, Blyvoor $10.7 million and Tolukuma $4.3 million. We plan to finance the capital
expenditures from cash flows generated by operations.

As
of October 31, 2003, $25.4 million of the total projected capital expenditure has been approved by our board.

Share Capital

During fiscal 2001, we issued 19,320,000 ordinary shares at market value to certain institutional investors in exchange for gross cash proceeds of
$14.8 million.

During
fiscal 2001, we issued 350,000 ordinary shares at market value to The Corner House (Pty) Limited for services rendered which amounted to $0.3 million.

During
February and May of 2002, we concluded private placements for a total of 12,000,000 of our ordinary shares. The net proceeds from those placements of R445.5 million
($42.2 million) were used to undertake a major restructuring of our hedge book.

In
July 2002, KBH subscribed for 4,794,889 of our ordinary shares of a subscription price of approximately R68 million ($6.8 million).

95

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On
November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, or the Notes, in a private placement. We issued the notes at a purchase price of 100% of the
principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity
date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADRs, at a conversion price of $3.75 per share or ADR, subject to adjustment in certain
events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered
the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on
Regulation S under the Securities Act. In connection with the offering of the notes, we entered into a registration rights agreement with the initial purchaser of the notes. This agreement
obligated us to file with the SEC a shelf registration statement with respect to the offer and sale of the notes and the ordinary shares or the ordinary shares underlying the ADSs issuable upon
conversion of the notes. On September 30, 2003 the SEC declared effective our registration statement on Form F-3 pertaining to the notes. To date, no notes have been
converted.

On
August 14, 2003 we entered into an option agreement with Investec granting Investec the option to acquire 18 million of our ordinary shares. The strike price per share
of the option was 95% of the trade-weighted average price of our ADRs for the 30 days prior to exercise.

On
September 5, 2003 the terms of the option were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65%
of our total issued and outstanding ordinary shares as of June 30, 2003. On September 8, 2003, we announced that Investec exercised the option in respect of 18 million ordinary
shares at a price of $2.3967 per ordinary share for a total consideration of approximately $43 million. On September 11, 2003, we announced that Investec had exercised the remaining
portion of the option, acquiring an additional 9 million ordinary shares, at a price of $2.4242 per share for a total consideration of approximately $22 million.

On
October 14, 2003 we announced that we had reached an agreement with OSL to acquire two of that company's wholly-owned subsidiaries, OMP and MRP. The transaction was affected
through the amalgamation of OML and MRP and our wholly-owned subsidiary, Dome Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and
6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition, we have
offered 5% of our assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All
conditions precedent to this transaction have been met and the approval of the Papua New Guinea Central Bank was obtained on November 19, 2003. The agreement was finalized and
the transaction took place on November 21, 2003.

On
November 4, 2003, we issued 3,000,000 ordinary shares to Investec in exchange for gross cash proceeds of $8 million which was used to cover restructuring expenses at our
North West Operations.

Credit and Loan Facilities

We do not have any off balance sheet borrowings or financial arrangements. At June 30, 2003 the following borrowing arrangements were in place:



On November 19, 1997, Dome and Tolukuma Gold Mines Limited, or Tolukuma, entered into a loan agreement with Mineral Resources Development Company
(Proprietary) Limited, or MRDC, by which MRDC provided a loan of A$2.5 million ($1.2 million) to Tolukuma. The loan is to be repaid in

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four
equal half-yearly installments, as per an amended agreement, with the first installment paid on June 30, 2002 and the last payable on December 31, 2003. Interest is
payable at 9% per year and has been capitalized. The loan is secured by a lien on the assets of Tolukuma. The loan agreement provides that neither Dome nor Tolukuma may make dividend payments if such
payments would have a material adverse effect on Tolukuma's ability to meet its obligations under the loan. The loan is guaranteed by Dome. As of June 30, 2003, the interest rate on this loan
remained at 9% and the outstanding balance on the loan was $0.7 million.

As
of November 30, 2003, the interest rate on this loan was 9% and the outstanding balance on the loan was $0.3 million.



A mortgage bond of R3 million ($0.5 million) was obtained by our subsidiary, Stand 752 Parktown Extension (Pty) Ltd in November 1998
in order to acquire the building which houses our registered address and corporate offices. The loan is secured by a first covering mortgage bond over this property and a deed of suretyship signed by
us. The mortgage loan bears interest at 0.75% below the prime lending rate offered by First National Bank of Southern Africa Limited on overdraft. At June 30, 2003 the interest rate was 14.75%
per annum. Interest is calculated daily and compounded monthly in arrears. The loan is repayable over 60 months in monthly installments. As of June 30, 2003, the outstanding balance on
the loan was $0.1 million.

As
of November 30, 2003 the interest rate on this loan was 11.25% and the outstanding balance was $0.1 million.



On June 8,1999, CGR, entered into a loan agreement with IDC for R25 million ($3.1 million). The loan bears interest at 2.5% below the prime
lending rate offered by First National Bank of Southern Africa Limited on overdraft. As of June 30, 2002, the interest rate was 13.5% per year. A commitment fee of 1% on the loan amount plus
0.5% on the amount of each drawing is payable to IDC. The loan is repayable in 48 monthly installments. Repayment of the loan began on April 30, 2000. As of June 30, 2003, the
interest rate stood at 13% per year, and the outstanding balance on the loan was $0.6 million.

As
of November 30, 2003 the interest rate on this loan was 9.5% and the outstanding balance was $0.4 million.

The
loan is secured by a general notarial bond covering all moveable assets of CGR. Under the terms of the loan agreement, CGR cannot, without the written consent of IDC:



in
an aggregate amount of more than R2.5 million ($0.2 million) in the financial year ended on June 30, 2000, and increasing by 8% per year, until our interest in CGR is equal to
50% of its total assets or which would have the effect of causing our interests in CGR to be reduced below 50%. Furthermore, CGR cannot, without the prior written consent of IDC, dispose of or further
encumber its moveable assets or issue shares to anyone other than us. We may not sell any of our shares in CGR without the consent of IDC.

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We
have guaranteed the due and punctual payment of the obligation of CGR under the loan agreement through a suretyship. However, in connection with our sale of 60% of our interest in CGR
KBH has agreed to indemnify us against any claim, loss or damage suffered, or expense incurred by us as a result of any breach of this loan agreement. This indemnity is to last until KBH has procured
our release from the suretyship.

KBH
is a mining company owned by historically disadvantaged South Africans and was formed in 1998. IDC is a state owned financial institution that provides the financing of transactions
which enhance black economic empowerment in South Africa.



In November 2000, Dome entered into a master finance lease agreement with Volvo Truck Finance Australia (Pty) Ltd, or Volvo, for the lease of two
articulated dump trucks to transport ore from the mine to the metallurgical plant. At the termination of the lease, the equipment will be returned to Volvo. The value of the lease is R4 million
($0.4 million). Principal is paid in 35 equal monthly installments. The lease bears interest at a rate of 12% per annum. As of June 30, 2003, the outstanding balance on the lease was
$0.03 million.

Dome
subleases the equipment to Tolukuma under a finance sub-lease agreement dated November 1, 2000. Under this sub-lease, Tolukuma agrees to be bound by
the master finance lease agreement and to continue making payments thereunder to Volvo.

This
lease was paid off in full during October, 2003.



In August 2001, Tolukuma, entered into a loan agreement with Bank of South Pacific Limited, or Bank of South Pacific. Under this loan agreement, Bank of
South Pacific agrees to provide Tolukuma with a cash advance installment loan and/or a letter of credit facility. Tolukuma may request the provision of an advance, or the issue of a letter of credit
in favor of Sandvik Tamrock Pty. Limited to refinance its purchase, or to make payment on the purchase, of certain specific pieces of mining equipment described in the loan agreement.

The
loan bears interest at a rate equal to Bank of South Pacific's "Indicator Lending Rate", which is published weekly, plus a margin of 4% per annum. Interest is payable monthly in
arrears. Principal payments are also made monthly in accordance with the payment schedule which Bank of South Pacific calculates from time to time.

As
of June 30, 2003, the interest rate on this loan was 17% and the outstanding balance on the loan was $1.6 million.

The
loan agreement requires Tolukuma to maintain certain financial ratios, advise or seek the approval of Bank of South Pacific on capital expenditures above certain thresholds, and
ensure that capital and exploration expenditures do not generate a negative cash flow. Additionally, without the consent of Bank of South Pacific, Tolukuma may not incur financial indebtedness or
provide a guarantee of the financial indebtedness of another person, further encumber any of its property, except by operation of law, or dispose of or otherwise create an interest in any of its
property other than in the ordinary course of its business. Tolukuma must also notify Bank of South Pacific when it incurs any financial indebtedness, guarantees the financial indebtedness of another
person, or issues any shares or alters its share capital. Also, Tolukuma has agreed not to repay any inter-company loans without first obtaining the written consent of Bank of South Pacific.

The
loan is secured by fixed and floating charges over the assets of Tolukuma, Dome and Dome Resources (PNG) Limited, or Dome (PNG). Additionally, we, Dome and Dome (PNG) have guaranteed
this loan.

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Under
our guarantee agreement with Bank of South Pacific, we guarantee the payment and performance of Tolukuma of its obligations to Bank of South Pacific up to maximum of
A$4.3 million. Also, our guarantee agreement restricts our ability to further encumber or dispose of our assets in Australia or Papua New Guinea, without approval from Bank of South Pacific.
Our guarantee
agreement also restricts our ability to receive funds from Tolukuma, enforce certain rights or claims against Tolukuma, take certain actions against Bank of South Pacific, and incur financial
indebtedness with respect to our assets in Australia and Papua New Guinea. The guarantee agreements for Dome and Dome Resources (PNG) contain similar provisions but do not contain a monetary limit on
exposure.

This
loan was paid off in full during October, 2003.



On July 18, 2002, Blyvoor entered into a loan agreement with IDC for R65 million ($6.3 million) specifically for financing capital
expenditures incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank of Southern Africa Limited on overdraft. As of
June 30, 2003, the interest rate stood at 14.5% per year. The loan is repayable in 48 monthly installments. The loan will be secured by a special notarial bond over the Blyvoor
metallurgical plant. At the time the loan was made, the Blyvoor metallurgical plant was encumbered in favor of J.P. Morgan Chase and as a result could not be provided as security. Accordingly, IDC has
agreed to temporarily waive the requirement to provide this security in consideration for Blyvoor providing IDC with a written undertaking to register the special notarial bond on or before
June 30, 2003 and the provision of the following security (a) Crown pledging its 40% shareholding and ceding, as security, its shareholder loans in CGR to IDC, and (b) Crown and
us providing a guarantee to IDC for the obligations of Blyvoor to IDC, such suretyship only to become effective on July 1, 2003 and remain in force until the registration of the special
notarial bond. This security has been provided.

The
loan agreement prohibits us from disposing of or further encumbering the assets covered by the special notarial bond and places restrictions over our ability to change the business
of Blyvoor.

As
of June, 2003, we have drawn down R42.9 million ($5.7 million) of this loan. As of November 30, 2003 the interest rate on this loan was 11% and the outstanding
balance was $5.4 million.



On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100%
of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their
maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADSs, at a conversion price of $3.75
per share or ADS, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being
fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act,
and to non-U.S. persons in reliance on Regulation S under the Securities Act.

On
September 30, 2003, the SEC declared effective our registration statement on Form F-3 pertaining to the $66,000,000 6% Senior Convertible Notes we issued in
November 2002. To date, no notes have been converted. In connection with the registration process, we incurred liquidated damages in the amount of $1,188,000.

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As
of June 30, 2003, the effective interest rate on this loan was 7.05% per annum and the outstanding balance on the loan was $62.5 million.

As
of November 30, 2003, the effective interest rate on this loan was 7.05% per annum and the outstanding balance was $62.4 million.

Compliance with Loan Covenants

We have been in compliance with all covenants contained in the above loan agreements, in all material respects, during the periods covered by our financial
statements included in this Annual Report.

Treasury Policies

Our board of directors has approved a "Treasury Policy on Financial Risk Management" which governs our treasury's activities, including the setting of hedging and
dealing limits, approval of hedging instruments and counterpart approval and limits.

Generally,
we do not use forward contracts, options or swaps to reduce our risk exposure to volatility in the gold price. However, our policy does permit hedging to initially protect new
acquisitions and to protect capital projects from fluctuations in the gold price.

Our
board of directors has delegated certain responsibilities to our Audit Committee regarding our treasury. It is the responsibility of our Audit Committee to develop a strategic view
on financial risk management and consider, where appropriate, risk management strategies recommended by management.

Our
hedging risk is measured by the effect of the gold price, foreign exchange rate, interest rates and the volatility of the gold price and exchange rates. Open positions are monitored
regularly and managed accordingly.

EFFECTS OF INFLATION

Inflation has decreased in recent years and has had little effect on our operations. However, a return to significant inflation in South Africa without a
concurrent devaluation of the Rand or an increase in the price of gold could increase our costs and reduce our operating results and financial condition.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We are not involved in any research and development and have no registered patents or licenses.

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ITEM 7.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Directors and Executive Officers

Our board of directors may consist of not less than four and not more than twenty directors. As of June 30, 2003, our board consisted of seven directors.
As of December 22, 2003, our board consisted of seven directors.

In
accordance with JSE listing requirements and our Articles of Association, one third of the directors comprising the board of directors, on a rotating basis, are subject to
re-election at each annual general shareholder's meeting. Additionally, all directors are subject to re-election at the first annual general meeting following their
appointment. Retiring directors normally make themselves available for re-election.

The
address of each of our executive directors and non-executive directors is the address of our principal executive offices.

Executive Directors

Mark Michael Wellesley-Wood(52) Executive Chairman. Mr. Wellesley-Wood was
appointed Non-Executive Chairman in May 2000 and appointed Chairman and Chief Executive Officer in November 2000. Mr. Wellesley-Wood was appointed Executive Chairman
on December 19, 2003. Mr. Wellesley-Wood holds a degree in Mining Engineering from the Royal School of Mines and an MBA from City Business
School. He is a Chartered Engineer, a Member of the Institution of Mining and Metallurgy, a former Member of the Stock Exchange in London, a Fellow of the Securities Institute and a Member of the
Society of Investment Professionals. Mr. Wellesley-Wood has been involved in all aspects of raising finance and financial advice for mining companies since 1977.
Mr. Wellesley-Wood is also a director of Oxus Resources, WCS Limited, Emperor Mines Limited and Unwins Wine Group Ltd. In January 2002,
Mr. Wellesley-Wood was denied entry into South Africa based upon alleged deficiencies in his residency permit. Subsequently, Mr. Wellesley-Wood was issued a valid
work permit by the Department of Home Affairs through March 2005.

Ian Louis Murray(37) Chief Executive Officer and Chief Financial Officer. Mr. Murray was appointed Manager Corporate
Finance in 1997, alternate director in July 1999, Chief Financial Officer in November 2000 and Deputy Chief Executive Officer in January 2003. Mr. Murray resigned as Chief
Financial Officer in January 2003 but re-assumed that position on June 30, 2003 upon the resignation of Mr. J.H. Dissel. Mr. Murray was appointed Chief
Executive Officer and Chief Financial Officer on December 19, 2003. Mr. Murray is a member of the South African Institute of Chartered Accountants and the Chartered Institute of
Management Accountants. Prior to joining us, Mr. Murray was group financial and administration manager of Bioclones (Pty) Limited, a subsidiary of S A Breweries from August 1995 to
January 1997.

Non-Executive Directors

David Christopher Baker(44) Non-executive director. Mr. Baker was appointed as
non-executive director in 2002. Mr. Baker is a qualified metallurgist and started his career at the CRA Broken Hill mine in Australia. During 1986 he joined Capel Court Powell in
Sydney as a mining analyst and later moved to their offices in London in a similar position. In 1992 Mr. Baker joined Merrill Lynch Investment Management as director Global Natural Resources
where as portfolio manager he successfully managed the Mercury Gold Metal Open Fund since its launch in 1995. Mr. Baker is also a director of Northcliffe Holdings Pty. Ltd, Serpent
Investment Pty. Ltd, Emperor Mines Limited and Baker Steel Limited and is a partner in Baker Steel Capital Managers LLP.

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Geoffrey Charles Campbell(42) Senior non-executive director. Mr. Campbell was appointed as
non-executive director in 2002. Mr. Campbell was appointed senior non-executive director on December 19, 2003. Mr. Campbell is a qualified geologist and started his
career at the Gwynfynydd Mine in Wales as chief geologist. In 1986 Mr. Campbell joined Sheppards in London as mining analyst. In 1994 Mr. Campbell was appointed to the position of senior
research analyst at Fleming Martin, London and New York before joining Merrill Lynch Investment Managers in 1995 as research director and senior fund manager. Mr. Campbell currently is self
employed and is the managing director of Boatlaunch Limited, a company that provides information on boat launching facilities in and around the UK.

Robert Peter Hume(63) Non-executive director. Mr. Hume was appointed non-executive director in
2001. Mr. Hume has forty years' experience in the auditing field of which the last eighteen years as partner in the firm KPMG, East London office. Since retirement in 1989, he spent two years
as investment manager at Sasfin Frankel Pollak in East London. Mr. Hume is also a director of King Consolidated Holdings Limited.

Moltin Paseka Ncholo(40) Non-executive director. Dr. Ncholo was appointed non-executive director
in 2002. Dr. Ncholo was awarded his doctorate in Philosophy in 1992 and became an advocate of the High Court of South African in 1994. Prior to becoming the chairman of KBH and ERPM in 1999, he
was director-general of the Department of Public Service and Administration. Dr. Ncholo is also a director of CGR.

Douglas John Meldrum Blackmur(60) Non-executive director. Professor Blackmur was appointed as a
non-executive director in October 2003. Professor Blackmur holds a doctorate in industrial relations from the University of Queensland and has a career which spans more than
35 years, primarily in the academic and human resources fields. He currently holds the position of Professor of Management at the University of the Western Cape.

Alternate Directors

Anton Lubbe(43) Alternate Director. Mr. Lubbe was appointed an alternate director on
June 30, 2003. Mr. Lubbe has a BSc (Mining) with distinction (Wits), Graduate Diploma in Engineering (Wits) and a MBA from the University of Wales. Mr. Lubbe started his career
with Blyvooruitzicht Gold Mining Company Limited in 1980 as a learner official and was transferred to Crocodile River Mine in 1987 as underground manager. In 1988, he was transferred to Kennedy's Vale
Mine as Site Manager. In 1991, he was transferred to Durban Roodepoort Deep, Limited as a production manager. In 1993, Mr. Lubbe joined Gold Fields Limited as Underground Manager at Okiep
Copper Mine and in 1994 re-joined Durban Roodepoort Deep, Limited as General Manager of the Durban Deep Section. In 1998, Mr. Lubbe joined Samancor Limited as a general manager of
the Eastern Chrome Mine. Mr. Lubbe again returned to Durban Roodepoort Deep, Limited in 2001 and was transferred to Tolukuma as general manager. In June 2002, Mr. Lubbe was
appointed General Manager of Buffels. In January 2003, he became General Manager of Harties. Mr. Lubbe was promoted to Divisional Director Growth and Services in March 2003.

Deon van der Mescht(40) Alternate Director. Mr. van der Mescht was appointed an alternate director on June 30, 2003.
Mr. van der Mescht started his career as a learner official at Evander Mines in the early 1980's. Shortly thereafter, he obtained his National Higher Diploma in Metalliferous Mining. In 1998,
he became a production manager at Buffels. In January 2002, Mr. van der Mescht was appointed General Manager of Blyvoor. He was appointed as General ManagerSouth African
Operations in March 2003.

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Executive Officers

William Beer(51) Chief Administration Officer. Mr. Beer was appointed Chief Administration Officer
in January 2002. Mr. Beer has 21 years of management experience.

Aletta Beyers(29) Manager: Treasury. Ms. Beyers was appointed Manager: Treasury in November 2000. Ms. Beyers
has 8 years of financial experience in the mining industry.

David Johannes Botes(46) Group Enterprise Risk Manager. Mr. Botes was appointed Group Financial Manager in
September 1998. Mr. Botes has 20 years of financial management experience.

Johann Engels(50) Divisional Director Group Human Resources. Mr. Engels was appointed Group Human Resources Manager in
July 2002. Mr. Engels has 26 years experience in the mining industry.

Stephanus Aderiaan Louwrens(46) General Manager of ERPM. Mr. Louwrens was appointed General Manager of ERPM in
October 2002. Mr. Louwrens has 26 years of experience in the gold mining industry.

Barry de Blocq van Scheltinga(41) Human Resources Manager, Corporate Services. Mr. Scheltinga was appointed Industrial
Relations Manager in September 1998 and Human Resources Manager, Corporate Services. Mr. de Blocq has 14 years of experience in industrial relations and human resources
management.

Charles Methley Symons(49) General Manager of Crown. Mr. Symons was appointed General Manager of Crown in
September 1998. Mr. Symons has 24 years of experience in the mining industry.

Mehran Nohajer(39) General Manager of Tolukuma. Mr. Nohajer was appointed General Manager of Tolukuma in
January 2003. Mr Nohajer has 13 years of experience in the gold mining industry.

Christiaan Albertus Vermeulen(40) General Manager North West Operations. Mr. Vermeulen was appointed General Manager of
Buffels in December 2002 and General Manager North West Operations in June 2003. Mr. Vermeulen has 20 years of experience in the mining industry.

Daniel Johannes Pretorius(36) Legal Advisor. Mr. Pretorius was appointed Legal Advisor in May 2003.
Mr. Pretorius has ten years of experience in the mining industry.

Jacob Hendrik Dissel(45) Group Financial Manager. Mr. Dissel was appointed Chief Financial Officer on January 29,
2003, but due to personal reasons resigned from this position on June 30, 2003. Mr. Dissel was appointed Group Financial Manager on June 30, 2003. Mr. Dissel also served as
acting Company Secretary on a temporary basis until we appointed Andrea Townsend on September 30, 2003. Mr. Dissel has 17 years of financial experience in the gold mining
industry.

Grant Dempsey (43) Divisional Director Joint Venture. Mr. Dempsey was appointed Divisional Director Joint Venture in
June 2003. Mr. Dempsey has 25 years of experience in the mining industry.

Richard Johnson (45) Divisional Director Australasia. Mr. Johnson was appointed Divisional Director Australia in June 2003.
Mr. Johnson has 20 years of experience in the mining industry.

Ilja Graulich (31) General Manager Investor Relations. Mr. Graulich was appointed General Manager Investor Relations in
February 2003. Mr. Graulich is a former financial journalist and has 5 years of experience across a number of media sectors including mining editor of a preeminent South African
financial newspaper. Mr. Graulich is also an alternate director of Rand Refinery Limited.

Andrea Isolde Townsend(37) Group Company Secretary. Ms. Townsend was appointed Group Company Secretary in
October 2003. Ms. Townsend is a qualified attorney. She has 4 years experience in legal practice and 10 years experience in the corporate legal and company secretarial
field in the financial services industry.

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Wayne Gregory Koonin(34) Divisional Director: Group Finance. Mr. Koonin was appointed Divisional Director: Group Finance in
October 2003. Mr. Koonin is a member of the South African Institute of Chartered Accountants. He has 7 years experience as a Financial Director at board level across a number of
industries, including coal mining. Mr. Koonin is also a director of Rand Refinery Ltd.

Changes in our Board of Directors and Officers

The following changes occurred in our board of directors and officers from July 1, 2002 to December 22, 2003.

|Appointments      |  |                                                       |  | Date             
|----------------- |  | ----------------------------------------------------- |  | -----------------
|J.H. Dissel       |  | (Chief Financial Officer)                             |  | January 29, 2003 
|M. Nohajer        |  | (General Manager: Tolukama)                           |  | January 7, 2003  
|C. Vermeulen      |  | (General Manager: Buffels)                            |  | December 2, 2002 
|D.J. Pretorius    |  | (Legal Advisor)                                       |  | May 1, 2003      
|D. van der Mescht |  | (Alternate Director)                                  |  | June 30, 2003*   
|A. Lubbe          |  | (Alternate Director)                                  |  | June 30, 2003*   
|J.H. Dissel       |  | (General ManagerGroup Finance)                       |  | June 30, 2003*   
|D. Blackmur       |  | (Non-Executive Director)                              |  | October 21, 2003 
|A. Townsend       |  | (Group Company Secretary)                             |  | October 1, 2003  
|W. Koonin         |  | (Divisional DirectorGroup Finance)                   |  | October 1, 2003  
|M. Wellesley-Wood |  | (Executive Chairman)                                  |  | December 19, 2003
|I. Murray         |  | (Chief Executive Officer and Chief Financial Officer) |  | December 19, 2003
|G. Campbell       |  | (Senior Non-Executive Director)                       |  | December 19, 2003

|Resignations       |  |                                    |  | Date             
|------------------ |  | ---------------------------------- |  | -----------------
|C. Valkin          |  | (Alternate Director)               |  | September 6, 2002
|N. Goodwin         |  | (Non-Executive Director)           |  | January 29, 2003 
|M. Eloff           |  | (Group Company Secretary)          |  | March 13, 2003   
|B. Morton          |  | (Group Legal Advisor)              |  | March 18, 2003   
|D.S. van den Bergh |  | (New Business Development Manager) |  | February 28, 2003
|F. Coetzee         |  | (Operations Director)              |  | April 24, 2003   
|J.H. Dissel        |  | (Chief Financial Officer)          |  | June 30, 2003*   

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Directors' Terms of Employment

The following table shows the date of appointment, expiration of term and number of years of service of each of our directors:

|Director            |  | Date of
Appointment |  | Date of Expiration of
Term |  | Number of
Years of Service
|------------------- |  | ------------------- |  | -------------------------- |  | --------------------------
|M.M. Wellesley-Wood |  | 2003                |  | 2006                       |  | 3                         
|I.L. Murray         |  | 2003                |  | 2007                       |  | 4                         
|F. Coetzee(1)       |  | 2002                |  | 2005                       |  | 1                         
|M. Ncholo           |  | 2002                |  | 2005                       |  | 1                         
|G. Campbell         |  | 2002                |  | 2005                       |  | 1                         
|N. Goodwin(2)       |  | 1997                |  | 2005                       |  | 6                         
|R. Hume             |  | 2003                |  | 2006                       |  | 2                         
|D. Baker            |  | 2002                |  | 2005                       |  | 1                         

---

There
are no family relationships between any of our executive officers or directors. There are no arrangements or understandings between any of our directors or executive officers and
any other person by which any of our directors or executive officers are selected.

Committees of the Board of Directors

Executive Committee

The Executive Committee meets regularly to review current operations in detail, develop strategy and policy proposals for consideration by the board of directors
and to implement its directives. The
Executive Committee consists of: I. Murray (Chairman), M.M. Wellesley-Wood, W. Beer, J. Engels, A. Lubbe, D. van der Mescht, W. Koonin, A. Townsend and I. Graulich.

Remuneration Committee

The Remuneration Committee has been appointed by the board of directors with responsibility for approving all of our remuneration policies and the terms and
conditions of employment of executive directors and officers. The committee also considers and approves the eligibility criteria and performance measures of the Durban Roodepoort Deep (1996) Share
Option Scheme applicable to the executive directors and senior management. The Remuneration Committee consists of: D. Baker, D. Blackmur and G. Campbell (Chairman).

Audit Committee

The Audit Committee reviews our annual results, the effectiveness of our system of internal financial controls, internal audit procedures and legal and regulatory
compliance. The committee also reviews the scope of work carried out by our internal auditors and holds regular discussions with the external auditors, internal auditors and J. Botes, our Enterprise
Risk Manager. The Audit Committee consists of: R. Hume (Chairman), G. Campbell and D. Baker. Additionally, our Audit Committee develops strategic views on financial risk management and
considers, where appropriate, risk management strategies recommended by management.

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Risk Committee

The Risk Committee has been appointed and will review the Company's risk management and health, safety and environmental compliance. This committee is chaired by
Mr. D. Blackmur.

Compensation of Directors and Officers

Our Articles of Association provide that the directors' fees should be determined from time to time in a general meeting or by a quorum of
non-executive directors. The total amount of directors' remuneration paid for the year ended June 30, 2003 was R17.4 million ($1.9 million). Both
Messrs. Wellesley-Wood and Murray waived their semi-annual bonus
payment, which was payable in July 2003, until our cash flow position improves, which will be determined by the Remuneration Committee. During the year ended June 30, 2003, we
contributed R0.5 million ($0.06 million) to our defined contribution plans for these officers and directors. The following table sets forth the compensation for our directors for the
year ended June 30, 2003:

|Directors           |  | Basic Salary/Fees
($'000) |  | Retirement fund
contributions/
Bonus/Restraint of
Trade/Expenses
($'000) |  | Total
($'000) |  | Share option
scheme gains
($'000)
|------------------- |  | ------------------------- |  | ------------------------------------------------------------------------ |  | ------------- |  | ---------------------------------
|Executive           |  |                           |  |                                                                          |  |               |  |                                  
|M.M. Wellesley-Wood |  | 511                       |  | 173                                                                      |  | 684           |  | 874                              
|I. Murray           |  | 236                       |  | 185                                                                      |  | 421           |  | 738                              
|F. Coetzee(1)       |  | 231                       |  | 405                                                                      |  | 636           |  | 40                               
|J. H. Dissel (2)    |  | 70                        |  | 3                                                                        |  | 73            |  | 59                               
|Subtotal(2)         |  | 1,048                     |  | 766                                                                      |  | 1,814         |  | 1,711                            
|Non-Executive       |  |                           |  |                                                                          |  |               |  |                                  
|P. Ncholo           |  | 17                        |  |                                                                         |  | 17            |  |                                 
|G. Campbell         |  | 25                        |  |                                                                         |  | 25            |  |                                 
|N. Goodwin(3)       |  | 16                        |  |                                                                         |  | 16            |  | 225                              
|R. Hume             |  | 25                        |  |                                                                         |  | 25            |  | 11                               
|D. Baker            |  | 22                        |  |                                                                         |  | 22            |  |                                 
|Total               |  | 1,153                     |  | 766                                                                      |  | 1,919         |  | 1,947                            

---

106

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As
of June 30, 2003, options to purchase ordinary shares held by directors were as follows:

|Directors           |  | Options at
June 30,
2002 |  | Options
granted
during the
year |  | Average
Exercise
price (R) |  | Options
exercised
during the
year |  | Average
Exercise
Price (R) |  | Options
lapsed
during the
year |  | Options at
June 30,
2003 |  | Expiration Dates(1)
|------------------- |  | ------------------------ |  | ------------------------------- |  | -------------------------- |  | --------------------------------- |  | -------------------------- |  | ------------------------------ |  | ------------------------ |  | -------------------
|Executive           |  |                          |  |                                 |  |                            |  |                                   |  |                            |  |                                |  |                          |  |                    
|M.M. Wellesley Wood |  | 905,309                  |  | 423,600                         |  | 23.01                      |  | 395,244                           |  | 10.42                      |  |                               |  | 933,665                  |  | 8/21/10-4/22/13    
|I. Murray           |  | 677,671                  |  | 242,900                         |  | 23.22                      |  | 270,500                           |  | 9.45                       |  |                               |  | 650,071                  |  | 8/6/07-4/22/13     
|F. Coetzee(2)       |  | 297,789                  |  | 180,600                         |  | 23.54                      |  | 25,000                            |  | 7.26                       |  |                               |  | 453,389                  |  | 5/1/11-4/22/13     
|JH Dissel(3)        |  | 135,696                  |  | 64,600                          |  | 19.05                      |  | 30,524                            |  | 13.26                      |  |                               |  | 169,772                  |  | 8/21/10-4/22/13    
|Non-Executive       |  |                          |  |                                 |  |                            |  |                                   |  |                            |  |                                |  |                          |  |                    
|P. Ncholo           |  | 20,000                   |  | 18,500                          |  | 23.72                      |  |                                  |  |                           |  |                               |  | 38,500                   |  | 3/20/12-4/22/13    
|G. Campbell         |  | 20,000                   |  | 22,900                          |  | 22.82                      |  |                                  |  |                           |  |                               |  | 42,900                   |  | 3/20/12-4/22/13    
|N. Goodwin(4)       |  | 155,000                  |  | 10,700                          |  | 29.10                      |  | 70,000                            |  | 7.49                       |  | 95,700                         |  |                         |  | 8/21/10-4/22/13    
|R. Hume             |  | 48,750                   |  | 23,900                          |  | 23.55                      |  | 4,000                             |  | 7.26                       |  |                               |  | 68,650                   |  | 10/1/11-4/22/13    
|D. Baker            |  | 60,000                   |  | 21,800                          |  | 23.01                      |  |                                  |  |                           |  |                               |  | 81,800                   |  | 23/1/12-4/22/13    

---

Durban Roodepoort Deep (1996) Share Option Scheme

We operate a securities option plan for our directors and senior employees which has a total of 15% of the issued ordinary shares reserved for issuance
thereunder. The price at which an option may be exercised is the lowest seven day trailing average of the closing market prices of an ordinary share on the JSE, as confirmed by our directors, during
the three months preceding the day on which the employee is granted the option. Each option remains in force for ten years after the date of grant, subject to the terms of the option plan. Options
granted under the plan vest at the discretion of our directors, but primarily according to the following schedule: one-quarter of the options vest six months from the original date of the
option grant; one-quarter vest one year from the original date of the option grant; one-quarter of the options vest two years from the original date of the option grant and the
balance of the options vest three years from the original date of the option grant. Any options not exercised within ten years from the original date of the option grant will expire and may not
thereafter be exercised.

Options
to purchase a total of 6,276,682 ordinary shares were outstanding on June 30, 2003, of which options to purchase 1,342,839 ordinary shares were currently exercisable.
Directors and approximately 100 executive officers and other senior employees participate in our option scheme. The outstanding options are exercisable at purchase prices that range from R4.52 to
R36.08 per share and expire ten years from the date of issue to the participants.

Service Agreements

Service contracts negotiated with each executive and non-executive director incorporate their terms and conditions of employment and are reviewed by
our remuneration committee.

Messrs. Murray,
Ncholo, Campbell, Hume, Baker and Blackmur each have service agreements which run for fixed three year periods until October 1, 2004, March 20, 2005,
July 1, 2005, October 10, 2004, January 22, 2005 and October 20, 2006, respectively. After their respective three year periods, the agreements continue indefinitely until
terminated by either party on not less than three months prior written notice. We are currently negotiating a new service agreement with Mr. Wellesley-Wood.

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Additionally,
Mr. Murray has a service agreement with one of our subsidiaries, DRD (Isle of Man), Limited, which continues for an indefinite period until terminated by either
party on notice.

Each
of the service agreements with our executive directors provides for the payment of benefits to the director where the agreement is terminated by us or DRD (Isle of Man) Limited,
except where terminated as a result of certain action on the part of the director, or upon the director reaching a certain age, in the case of our executive directors, or by the director upon the
occurrence of a change of control of us, or DRD (Isle of Man) Limited as the case may be. A termination of a director's employment for any of these reasons is referred to as an "eligible termination".
Upon an eligible termination, the director is entitled to receive a payment equal to at least one year's salary but not more than three year's salary, in the case of our non-executive
directors, or four year's salary, in the case of our executive directors, depending on the period of time that the director has been employed. Additionally, if we terminate the employment of the
director and the termination is an eligible termination, we must provide the director with thirty days prior written notice and cause all options held by the director under our share option scheme to
become exercisable by the director during that thirty day period.

Loan from R.A.R. Kebble

On November 1, 2000, Roger Kebble loaned us R5.3 million ($0.7 million) for working capital purposes. He also purchased our investment in
Rand Leases Properties Limited for R2.7 million ($0.3 million) and settled an amount of R6.4 million ($0.6 million) due by Consolidated African Mines Limited, or CAM, to us
also to provide us with additional working capital. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on
the loan during the 2002 fiscal year and the loan was repaid in full during fiscal 2002. Mr. Kebble had been appointed a director in August 1995 and Executive Chairman in
March 1998. We entered into an agreement with Mr. Kebble in March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased
to be a director of our board with effect from June 30, 2002. Pursuant to that agreement, we undertook to pay R3.1 million ($0.3 million) to Mr. Kebble on June 30,
2002. We believe that we are not obliged to pay this amount and have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this
claim.

In
addition, we believe that certain share options of Mr. Kebble's have lapsed. A letter has been received from Mr. Kebble's legal advisors alleging a repudiation of the
agreement and a claim for damages has been intimated, although no proceedings have as yet been instituted.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

As of November 30, 2003, our issued capital consisted of:



The
holders of cumulative preference shares do not have voting rights unless any preference dividend is in arrears for more than six months. However, they will obtain voting rights once
the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on the disposal of all
or substantially all of our assets or mineral rights. There is currently no active trading market for our cumulative preference shares. No shareholder has voting rights which differ from the voting
rights of any other shareholder.

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To
our knowledge, we are not directly or indirectly owned or controlled by another corporation or any person or foreign government and there are no arrangements, the operation of which
may at a subsequent date result in a change in control of us.

Based
on information available to us, as of November 30, 2003:



The
following table set forth information regarding the beneficial ownership of our ordinary shares as of November 30, 2003 by:



|                                                            |  | Shares Beneficially Owned
|----------------------------------------------------------- |  | -------------------------
|
|
|M. M. Wellesley-Wood                                        |  | *                        
|I. Murray                                                   |  | *                        
|F. Coetzee                                                  |  | *                        
|M. Ncholo(1)                                                |  | *                        
|G. Campbell                                                 |  | *                        
|R. Hume                                                     |  | *                        
|D. Baker                                                    |  | *                        
|Bank of New YorkADRs
101 Barclay Street
New York, NY 10011 |  | 177,601,973              

---

Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
Ordinary shares issuable pursuant to options, to the extent the options are currently exercisable or convertible within 60 days of November 30, 2003, are treated as outstanding for
computing the percentage of any other person. As of November 30, 2003 we are not aware of anyone owning 5% or more of our ordinary shares other than the Bank of New York which holds 80.34% of
our issued ordinary shares through our ADR program. Unless otherwise noted, each person or group identified possess sole voting and investment power with respect to the shares, subject to community
property laws where applicable. Unless indicated otherwise, the business address of the beneficial owner is: Durban Roodepoort Deep Limited, 45 Empire Road, Parktown, Johannesburg, South Africa, 2193.

Cumulative Preference Shares

Randgold owns 5,000,000 (100%) of our cumulative preference shares. Randgold's address is 5 Press Avenue, Selby, Johannesburg, South Africa.

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RELATED PARTY TRANSACTIONS

iProp Loan Note

On June 12, 2002, we entered into a loan agreement with CGR in terms of which an amount of R37.7 million ($3.6 million) is recorded as owing
by CGR to us. CGR was an indirect wholly-owned subsidiary of ours. We have sold 60% of our interest in CGR to KBH. This amount was originally owed by CGR to iProp Ltd (previously known as RMP
Properties SA Ltd), or iProp, in terms of a secured loan note. In an arrangement in which JCI Gold paid iProp R38 million ($3.7 million) in exchange for an issue by us to JCI Gold
of 8,000,000 ordinary shares, the loan note was ceded to us. The loan note has now been cancelled and restated in terms of the loan agreement entered into on June 12, 2002. The largest amount
outstanding on this loan to date is R37.7 million ($5.1 million). The loan bears interest at the prime rate of The Standard Bank of South Africa Limited on overdraft plus 25% of that
prime rate. As of June 30, 2003, the interest rate on this loan stood at 19.37% per year and as of November 30, 2003 the interest rate was 15%. The loan is repayable on demand within
seven years. Interest is payable annually in arrears. The loan is unsecured. We currently intend to revise the terms of this loan so that it bears interest at the prime rate of The Standard Bank of
South Africa Limited on overdraft payable monthly. Principal will be repaid in equal annual installments. This loan had strategic value to us in that it allowed us to reduce the amount of debt owed to
outside creditors by CGR.

R.A.R. Kebble Loan

On November 1, 2000, Roger Kebble loaned us R5.3 million ($0.7 million) for working capital purposes. He also purchased our investment in
Rand Leases Properties Limited for R2.7 million ($0.3 million) and settled an amount of R6.4 million ($0.6 million) due by CAM to us also to provide us with additional
working capital. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on the loan during the 2002 fiscal
year. The largest amount outstanding on this loan to date is R5.3 million ($0.5 million). Mr. Kebble was appointed a director in August 1995 and Executive Chairman in
March 1998. We have repaid this loan in full.

We
entered into an agreement with Mr. Kebble in March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased to be
a director of our board with
effect from June 30, 2002. Pursuant to that agreement we undertook to pay an amount of R3.1 million ($0.3 million) to Mr. Kebble on June 30, 2002. We believe that we
are not required to pay this amount and we have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this claim.

Sale of 60% of Our Interest in Crown Gold Recoveries (Pity) Ltd

In connection with the sale by us of 60% of our interest in CGR we agreed to lend KBH R5.3 million ($0.7 million) under a loan agreement entered
into on June 12, 2002. Prior to this, CGR was an indirect wholly-owned subsidiary of ours. The largest amount outstanding on the loan to date is R5.3 million ($0.5 million). The
loan bears interest at the prime rate of The Standard Bank of South Africa Limited on overdraft plus 3%. As of June 30, 2003, the interest rate on this loan stood at 18.5% per year and the
outstanding balance was R6.3 million ($0.8 million). At November 30, 2003, this loan had an outstanding balance of R6.6 million ($0.9 million), which is the largest
amount outstanding on this loan to date. The loan is repayable on demand within five years. Interest is payable annually in arrears. The loan was secured by KBH's pledge to us of 49,928,824 shares in
ERPM. However, since the acquisition of ERPM by CGR, the loan is no longer secured. We currently intend to revise this loan so that it bears interest at the prime rate of The Standard Bank of South
Africa on overdraft plus 15% of that rate payable monthly with equal annual capital redemption's. The strategic value of this

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transaction
was that it has enabled us to introduce a black empowerment entity, KBH, which is necessary in terms of the new mining Charter.

We
also entered into two loan agreements with CGR, the first being for R0.9 million ($0.09 million) and the second being for R37.7 million ($3.6 million). The
loan is payable on demand within three years and interest is payable annually in arrears. The total amount outstanding as at June 30, 2003 is R1.1 million ($0.2 million).

The
second loan is payable on demand within seven years and interest is payable annually in arrears. The total amount outstanding as at June 30, 2003 is R44 million
($5.9 million). At November 30, 2003, the outstanding balance of these loans was R46.7 million ($6.3 million) which is the largest amount outstanding to date.

We
entered into a shareholders' agreement with KBH, IDC, Crown and CGR. This agreement provides that the board of CGR shall comprise two directors appointed by Crown and three directors
appointed by KBH. The agreement also provides that certain business matters such as amending the memorandum and articles of association of CGR, canceling the services agreement with us or incurring
certain indebtedness requires the approval of Crown, in the case of shareholder matters, or a director appointed by Crown in the case of directors matters. Additionally, the agreement places
restrictions on our ability to dispose of shares of CGR without the prior written consent of the other shareholders.
The shareholder agreement also provides that unless its board of directors determines otherwise, CGR shall declare an annual dividend of a minimum of 30% of the net profits of CGR after taxes and
interest.

This
shareholders' agreement also documents three previously interest free loans from Crown to CGR totaling R190 million ($18 million). Under the terms of the share
purchase agreement, 57% (R108 million ($10.2 million)) of the principal amount of these loans were sold to IDC and 3% (R5.7 million ($0.5 million)) to KBH, However, upon
KBH exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH. At November 30, 2003, the outstanding balance of these loans was R219.8 million
($29.4 million) which is the largest amount outstanding to date.

However,
the terms of all of these loans have been orally amended and each of these loans currently bears interest at the prime rate charged by The Standard rank of South Africa Limited
on overdraft which as of June 30, 2003, stood at 15%. As of November 30, 2003, the interest rate on these loans stood at 12%. It is the interest of the parties to amend the terms of the
three shareholders' loans. It is expected that the shareholders' loans will continue to bear interest at the prime rate and the interest will be repayable in equal monthly payments over the period of
the loans. The conditions in Crown's shareholder loan to CGR, which waive the requirement that CGR maintain an interest cover ratio of 2.5 to 1 will be deleted.

KBH
holds 4,794,889 of our ordinary shares. Also, Dr. Paseka Ncholo is one of our non-executive directors and is also the chairman of KBH.

Acquisition of East Rand Proprietary Mines Ltd

On October 10, 2002, Daun et Cie AG, Courthiel Holdings (Pty) Ltd, KBH, Claas Edmond Daun, Paul Cornelis Thomas Sehouten, Moltin Paseka Ncholo,
Masechaba Palesa Moletsane Ncholo, Michelle Patience Baird, Derek Sean Webbstock, or collectively the Sellers, and CGR, entered into an agreement in terms of which CGR agreed to purchase from the
Sellers the entire issued share capital and shareholders' claims of ERPM. Dr. Paseka Ncholo is one of our non-executive directors and we own a 40% interest in CGR. The purchase
price for the acquisition of the shares and the claims was R100 million ($9.5 million). CGR has loaned an amount of R60 million ($5.7 million) to the Sellers as an interest
free loan, and CGR has received from the Sellers, as security for the loan, a pledge of the

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entire
issued share capital of ERPM and a cession of the Sellers' claims to CGR. As of June 30, 2003 the outstanding balance of this loan was R11.9 million ($1.6 million). An
existing mortgage bond registered by ERPM in favor of Courthiel Holdings (Pty) Ltd securing shareholder loans in the sum of R10 million ($0.9 million) was also ceded to CGR as
security on October 11, 2002. The full amount is still owing under the bond.

The
competition authorities' approval for the acquisition of ERPM by CGR has been obtained and the R60 million ($5.7 million) loan is deemed to be part payment of the
purchase price. As to the balance of the purchase price of R40 million ($3.8 million), KBH, a 40% shareholder in CGR, has agreed to use its best endeavors to obtain a loan of
R40 million ($3.8 million) from the IDC which will be paid immediately to the Sellers as final part payment of the purchase price of the ERPM acquisition. If the IDC loan is not
obtained, the final part payment of the purchase price will be paid by CGR to the sellers on October 10, 2003, without interest. In the interim, we will manage the operations of ERPM pursuant
to the terms of a management agreement entered into between us and ERPM on October 10, 2002. CGR has agreed to procure the release of the Sellers from all statutory environmental obligations,
including obligations to furnish guarantees and the like to the Department of Minerals and Energy affairs, and ERPM will assume the Sellers' responsibilities in this regard.

On
October 10, 2002, in order to enable CGR to effect payment of the purchase price of the acquisition of ERPM, we entered into a loan agreement with CGR pursuant to which we
agreed to lend to CGR the sum of R60 million ($5.7 million). The loan bears interest at the rate of 18.4% and is secured by a notarial general covering bond over all movable assets of
CGR. The loan is repayable four months after the registration of the bond. We have subsequently loaned CGR an additional R9.9 million ($0.9 million) on the same terms. CGR in turn loaned
this amount to ERPM as working capital.

Additionally,
on September 18, 2002, in connection with CGR's acquisition of ERPM, we provided a working capital facility of R10 million ($0.9 million) to ERPM, The
loan bears interest at the prime rate charged by The Standard Bank of South Africa Limited on overdraft and as of June 30, 2003, the interest rate on the loan stood at 15.5%. The loan is
secured by a pledge of certain movable assets of ERPM. This transaction is part of our continued strategy of enhancing our black empowerment status. At November 30, 2003, the interest rate on
this loan stood at 12% and the outstanding balance was $1.6 million, which is the largest amount outstanding on this loan to date.

Rand Refinery Agreement

We have entered into an agreement with Rand Refinery Ltd for the refining and sale of all of our gold produced in South Africa. Under the agreement, Rand
Refinery Ltd performs the final refining of our gold and casts it into troy ounce bars. Then, Rand Refinery Ltd. sells the gold on the same day as delivery, for the London afternoon
fixed price on the day the gold is sold, In exchange for this service. we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees. Mr. Wayne
Koonin, our Divisional DirectorGroup Finance, is also a director of Rand Refinery Ltd. Also, Mr. Ilja Graulich, our General ManagerInvestor Relations, is an
alternate director of Rand Refinery Ltd. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies).

Management Service Agreements

We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management,
gold administration and hedging, technical and engineering services, mineral resource services and other management related services. We own a 40% interest in CGR. ERPM is a wholly-owned subsidiary of
CGR. The strategic

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value
of these arrangements are that they allow us to monitor and provide input on the management of these companies in which we have an investment.

For
CGR we provide management services with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is R0.7 million
($0.07 million) per month and our management fee for services performed at ERPM is approximately R1.5 million ($0.1 million) per month. The agreement with CGR is for one year and
is renewable annually. The agreement with ERPM is for a fixed two year period with an option to renew.

Consultancy Service Agreement

We have entered into a consultancy service agreement with one of our non-executive directors, Mr. Nicolas Goodwin. Under this agreement,
Mr. Goodwin provides us with project management services at the Argonaut Project. This agreement took effect on September 2, 2002. The agreement is for a fixed one year term from
September 2, 2002, so long as the Argonaut Project is ongoing. Under this agreement, Mr. Goodwin is paid a fee of $400 per day. Mr. Goodwin worked for 128 days under this
agreement for a total amount of $51,200. Mr. Goodwin resigned as a non-executive director effective January 29, 2003. This agreement was terminated as of February 26,
2003.

ITEM 8.    FINANCIAL INFORMATION

See Item 18

ITEM 9.    THE OFFER AND LISTING

OFFER AND LISTING DETAILS

The following tables set forth, for the periods indicated, the high and low sales prices and average daily trading volumes of our ordinary shares on the JSE and
ADRs on the Nasdaq SmallCap Market.

|              |  | Price Per
Ordinary Share
R |  |       |  |      |  | Average Daily
Trading Volume
|------------- |  | -------------------------- |  | ----- |  | ---- |  | ----------------------------
|
|
|
|June 30, 1999 |  | 22.50                      |  | 10.10 |  | 3.72 |  | 1.56                        
|June 30, 2000 |  | 14.40                      |  | 6.70  |  | 2.38 |  | 0.94                        
|June 30, 2001 |  | 10.70                      |  | 4.40  |  | 1.40 |  | 0.59                        
|June 30, 2002 |  | 55.00                      |  | 6.50  |  | 5.59 |  | 0.79                        
|June 30, 2003 |  | 49.20                      |  | 15.60 |  | 4.72 |  | 2.11                        

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|              |  |    |  |       |  |       |  |      |  |      |  | Average Daily
Trading Volume
|------------- |  | -- |  | ----- |  | ----- |  | ---- |  | ---- |  | ----------------------------
|
|
|
|June 30, 2002 |  | Q1 |  | 11.00 |  | 6.50  |  | 1.39 |  | 0.79 |  | 144,134                     
|              |  | Q2 |  | 17.10 |  | 9.40  |  | 1.45 |  | 1.07 |  | 150,426                     
|              |  | Q3 |  | 39.00 |  | 16.00 |  | 3.58 |  | 1.36 |  | 362,608                     
|              |  | Q4 |  | 55.00 |  | 37.35 |  | 5.59 |  | 3.37 |  | 335,649                     
|June 30, 2003 |  | Q1 |  | 49.20 |  | 22.00 |  | 4.72 |  | 2.22 |  | 292,687                     
|              |  | Q2 |  | 45.00 |  | 25.80 |  | 4.54 |  | 2.87 |  | 279,442                     
|              |  | Q3 |  | 38.50 |  | 17.00 |  | 4.38 |  | 2.11 |  | 224,280                     
|              |  | Q4 |  | 23.75 |  | 15.60 |  | 2.93 |  | 2.18 |  | 181,448                     
|June 30, 2004 |  | Q1 |  | 26.50 |  | 16.51 |  | 3.54 |  | 2.20 |  | 122,825                     

|                   |  |       |  |       |  |      |  |      |  | Average Daily
Trading Volume
|------------------ |  | ----- |  | ----- |  | ---- |  | ---- |  | ----------------------------
|
|
|
|June 30, 2003      |  | 21.95 |  | 18.30 |  | 2.83 |  | 2.28 |  | 251,950                     
|July 31, 2003      |  | 20.30 |  | 16.80 |  | 2.80 |  | 2.20 |  | 124,233                     
|August 31, 2003    |  | 21.00 |  | 16.51 |  | 2.79 |  | 2.23 |  | 89,241                      
|September 30, 2003 |  | 26.50 |  | 18.00 |  | 3.54 |  | 2.46 |  | 154,868                     
|October 31, 2003   |  | 21.60 |  | 17.70 |  | 3.12 |  | 2.51 |  | 129,605                     
|November 30, 2003  |  | 20.00 |  | 17.00 |  | 2.90 |  | 2.30 |  | 92,619                      

MARKETS

Our ordinary shares trade on the JSE under the symbol "DUR" and our ADSs trade on the Nasdaq SmallCap Market in the form of ADRs under the symbol "DROOY". Our
ordinary shares also trade on the LSE (symbol: DBNR), Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) and Australian Stock Exchange (symbol: DRD). The ordinary shares also trade on the "over
the counter" markets in Berlin, Stuttgart and Frankfurt. The ADR's are issued by Bank of New York, as Depositary. Each ADR represents one ADS. Each ADS represents one of our ordinary shares. Prior to
February 2001, our ADS's traded on the Nasdaq National Market.

ITEM 10.    ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

Description of Our Memorandum and Articles of Association and Ordinary Shares

On June 30, 2003 we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, authorized for issuance. On that date, we
had issued 184,222,073 ordinary shares and 5,000,000 cumulative preference shares.

On
November 30, 2003, we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.1 par value, authorized for issuance. On that date, we had
issued 221,053,122 ordinary shares and 5,000,000 cumulative preference shares.

Set
out below are brief summaries of certain provisions of our Articles of Association, or our Articles, the South African Companies Act, 1973 (as amended), or the Act, and the
requirements of the JSE Securities Exchange South Africa, or JSE, all as currently in effect. The summary does not

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purport
to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles, the Act, and the JSE. Our Articles were amended on November 8, 2002 to
reflect recent changes to applicable South African law. These changes are administrative in nature and will not have a material effect on the rights of our securityholders.

We
are registered in terms of the Act under registration number 1895/000926/06. As set forth in Section 4-Objects of our Memorandum of Association, our purpose is to
explore and exploit mineral rights and establish and own mining enterprises.

Borrowing Powers

Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as they see fit. For so long as we are a
listed company, the directors shall so restrict our borrowings and exercise all voting and other rights or powers of control exercisable by us in relation to our subsidiary companies so that the
aggregate principal amount outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall not, except with the consent of our
shareholders at a general meeting, exceed R30 million or the aggregate from time to time of our issued and paid up capital, together with the aggregate of the amounts standing to the credit of
all distributable and non-distributable reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form part of our and
our subsidiaries' financial statements, whichever is higher.

Share Ownership Requirements

Our directors are not required to hold any shares to qualify or be appointed as a director.

Voting by Directors

A director may authorize any other director to vote for him at any meeting at which neither he nor his alternate director appointed by him is present. Any
director so authorized shall, in addition to his own vote, have a vote for each director by whom he is authorized.

The
quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be not less than two.

Directors
are required to notify our board of directors of interests in companies and contracts which is noted at each meeting of directors. If a director's interest is under discussion,
depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any resolution regarding his interest, in the quorum present at the meeting.

The
Code of Corporate Practices and Conduct of the King II Report on Corporate Governance for South Africa, 2002 sets out guidelines to promote the highest standards of corporate
governance among South African companies. The board of directors believe that our business should be conducted according to the highest legal and ethical standards. In accordance with their practice,
all remuneration of directors is approved by the remuneration committee.

Under
South African common law, directors are required to comply with certain fiduciary duties to the company and to exercise proper care and skill in discharging their responsibilities.

Age Restrictions

There is no age limit for directors.

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Election of Directors

Directors may be appointed at a general meeting from time to time. The directors may appoint any eligible person as a director but he shall only hold office until
the next annual general meeting when
the relevant director shall be eligible for election. One third of our directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Retiring
directors usually make themselves available for re-election.

General Meetings

On the request of 100 shareholders or shareholders holding not less than one-twentieth of our share capital which carries the right of voting at
general meetings, we shall within 14 days of the lodging of a request by such shareholders issue a notice to shareholders convening a general meeting for a date not less than 21 days and
not more than 35 days from the date of the notice. Directors may convene general meetings at any time.

Our
annual general meeting and a meeting of our shareholders for the purpose of passing a special resolution may be called by giving 21 days advance written notice of that
meeting. For any other general meeting of our shareholders, 14 days advance written notice is required.

Our
Articles provide that if at a meeting convened upon request by our shareholders a quorum is not present within one half hour after the time selected for the meeting, such meeting
shall be dissolved. The necessary quorum is three members present in person or represented by proxy.

Voting Rights

The holders of our ordinary shares are generally entitled to vote at general meetings and on a show of hands have one vote per person and on a poll have one for
every share held. The holders of our cumulative preference shares are not entitled to vote at a general meeting unless any preference dividend is in arrears for more than 6 months at the date
on which the notice convening the general meeting is posted to the shareholders. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally,
holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on resolutions regarding the disposal of all or substantially all of our assets or mineral
rights. When entitled to vote, holders of our cumulative preference shares are entitled to one vote per person on a show of hands and that portion of the total votes which the aggregate amount of the
nominal value of the shares held by the relevant shareholder bears to the aggregate amount of the nominal value of all shares issued by us.

Dividends

We may, in a general meeting or our directors may, from time to time, declare a dividend to be paid to the shareholders in proportion to the number of shares they
each hold. No dividend shall be declared
except out of our profits. Dividends may be declared either free or subject to the deduction of income tax or duty in respect of which we may be charged. Holders of ordinary shares are entitled to
receive dividends as and when declared by the directors. Holders of cumulative preference shares are entitled to receive cumulative preferential dividends in priority to the holders of our ordinary
shares equal to the prescribed portion of 3% of our future revenue generated by the exploitation or other application of the mineral rights represented by the Argonaut Project. All unclaimed dividends
are forfeited back to us after a period of twelve years.

Ownership Limitations

There are no limitations imposed by our Articles or South African law on the rights of shareholders to hold or vote on our ordinary shares or securities
convertible into our ordinary shares.

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Winding-up

If we are wound-up, then the assets remaining after payment of all of our debts and liabilities, including the costs of liquidation, shall be applied
to repay to the shareholders the amount paid up on our issued capital and thereafter the balance shall be distributed to the shareholders in proportion to their respective shareholdings. On a winding
up, our cumulative preference shares rank, in regard to all arrears of preference dividends, prior to the holders of ordinary shares. To date, no such dividends have been declared. Except for the
preference dividend and as described in this paragraph our cumulative preference shares are not entitled to any other participation in the distribution of our surplus assets on winding-up.

Reduction of Capital

We may, by special resolution, reduce the share capital authorized by our Memorandum of Association, or reduce our issued share capital including, without
limitation, any stated capital, capital redemption reserve fund and share premium account by making distributions and buying back our shares.

Amendment of the Articles of Association

Our Articles may only be altered by the passing of a special resolution. A special resolution is passed when the shareholders holding at least 25% of the total
votes of all the members entitled to vote are present or represented by proxy at a meeting and, if the resolution was passed on a show of hands, at least 75% of those shareholders voted in favor of
the resolution and, if a poll was demanded, at least 75% of the total votes to which those shareholders are entitled were cast in favor of the resolution.

Consent of the Holders of Cumulative Preference Shares

However, the rights and conditions attaching to the cumulative preference shares may not be cancelled, varied or added, nor may we issue shares ranking, regarding
rights to dividends or on winding up, in priority to or equal with our cumulative preference shares, or dispose of all or part of our mineral rights without the consent in writing of the registered
holders of our cumulative preference shares or the prior sanction of a resolution passed at a separate class meeting of the holders of our cumulative preference shares.

Distributions

Under an amendment to the Articles on October 21, 2002, we are authorized to make payments in cash or in specie to our shareholders in accordance with the
provisions of the Act and other consents required by law from time to time. We may, for example, in a general meeting, upon recommendation of our directors, resolve that any surplus funds representing
capital profits arising from the sale of any capital assets and not required for the payment of any fixed preferential dividend, be distributed among our ordinary shareholders. However, no such profit
shall be distributed unless we have sufficient other assets to satisfy our liabilities and to cover our paid up share capital.

MATERIAL CONTRACTS

Below is a brief summary of material contracts entered into by us, other than in the ordinary course of business, during the last two years.

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Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma
Gold Mines Pty. Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.

This agreement changes the repayment schedule of the $2,750,000 payable to Newmont Second Capital Corporation pursuant to the 1993 Purchase Agreement between the
parties. Repayment of this amount began on August 31, 2001 and is repayable in eight (8) installments.

Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.

This addendum serves as the fourth addendum to the original WAL loan agreement dated February 21, 2000. This addendum extends the repayment date of the WAL
loan to December 31, 2001 and increased the interest rate to the South African prime rate plus 1.5% beginning on August 1, 2001.

Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.

This addendum extends the repayment date to the date on which WAL repays its loan to Investec Bank Limited.

Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, Limited and Investec Bank Limited, dated October 9, 2001.

This agreement extended the repayment date of the WAL loan to March 31, 2002.

Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.

Under this agreement, all gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining. Rand Refinery Ltd then
sells the gold for the London afternoon fixed price on the day the gold is sold. We pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees.

Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001.

This agreement provides for an A$4.3 million credit facility to Tolukuma for use in financing or re-financing Tolukuma's purchase of certain
defined items of mining equipment.

Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings
(Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH. KBH obtained an option to purchase IDC's
shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating R190.1 million ($18 million) owed by CGR to us. The total amount of
consideration for this sale was R105,531,000.

Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold
Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this agreement, the parties agreed that the IDC would not remain a shareholder in CGR, but would transfer its shares and claims held in CGR to KBH.
Accordingly, IDC granted an option to

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KBH
to purchase its shares and claims held by it in CGR subject to certain terms and conditions. KBH exercised this option in July 2002 and currently owns 60% of the entire issued share capital
of and shareholders loans held in CGR. Crown now holds 40% of the issued share capital of CGR.

Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold
Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.

This addendum amends certain provisions of the Shareholders' Agreement between the parties, dated June 12, 2002, regarding the purchase from IDC of its
interest in CGR by KBH.

Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this agreement, KBH subscribed for 4,794,889 ordinary shares of ours for a subscription price of R68 million ($6.4 million).

Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.

Under this agreement, we loaned KBH R5.3 million ($0.5 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest
at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. This loan has a term of five years from July 1, 2002 and is repayable on demand.

Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents a previously undocumented loan which we made to CGR. This loan was previously undocumented because it was an intercompany loan to a then
wholly-owned subsidiary. The loan is for R0.9 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of
The Standard Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents a previously undocumented loan which we made to CGR. This loan was previously undocumented because it was an intercompany loan to a then
wholly-owned subsidiary. The loan is for R37.7 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of
The Standard Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents three previously interest free loans from Crown to CGR totaling R190 million ($18 million). This loan was previously
undocumented because it was an intercompany loan to a then wholly-owned subsidiary. The terms of these loans were amended by the shareholders' agreement we entered into with Crown, CGR, KBH and IDC.
Under the terms of the share purchase agreement which we entered into with Crown, KBH and IDC, 57% of the principal amount of these loans was sold to IDC and 3% was sold to KBH. However, upon KBH
exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH. It is the intention of the parties to amend the terms of this loan. It is expected that the loan
will bear interest at the prime rate of The

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Standard
Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.

Under this agreement IDC loans R65 million ($6.3 million) to Blyvoor specifically for financing capital expenditures incurred by Blyvoor in
completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank Limited of Southern Africa. The loan is repayable in 48 monthly installments.

Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.

Under this agreement we provided ERPM with a working capital facility of R10 million ($0.9 million). The loan bears interest at the prime rate on
overdraft which is currently 17%. The loan is secured by a pledge of certain movable assets of ERPM.

Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.

Under this agreement we agree to provide certain management services to CGR for a management service fee of R.7 million ($0.1 million) per month.

Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.

Under this agreement we agreed to sell the West Wits gold plant and certain related assets for R25 million ($2.4 million) to process certain sand
dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. The purchase price is to be paid in installments from September 30, 2002.

Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated
October 7, 2002.

In this letter agreement, SCMB agrees to provide us with various direct and indirect banking facilities. These facilities include a general short term banking
facility, business line of credit, liquidating credit line, performance guarantees and derivative products. The aggregate amount available under these facilities is R176.3 million
($17.0 million). The rate of interest varies between the various facilities.

Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas
Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.

Under this agreement, CGR purchased from the sellers the entire issued share capital and shareholders' claims of ERPM for a purchase price of R100 million
($9.5 million). As a result of this acquisition the pledge by KBH of its ERPM stock to us has lapsed.

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Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.

Under this agreement we loaned CGR R60 million in connection with the acquisition of ERPM by CGR. This loan bears interest at a rate of 18.4% and must be
repaid within four months of our security interest becoming effective.

Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.

Under this agreement we agree to provide certain management services to ERPM for a management service fee of approximately R1.5 million ($0.1) per month.

Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

Under this agreement, CIBC World Markets Corp. agreed to purchase up to a principal amount of $66,000,000 of our 6% Senior Convertible Notes due 2006, or the
Notes, in a private placement for a purchase price of up to $66,000,000.

Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

Under this agreement we have agreed to file with the Securities and Exchange Commission within 90 days after the date of the initial issuance of the Notes,
and to use our reasonable best efforts to cause to become effective within 180 days after the date of the initial issuance of the Notes, a shelf registration statement with respect to the
resale of the Notes and the resale of the ordinary shares underlying the ADSs issuable upon conversion of the Notes.

Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.

This Indenture contains the terms under which we issued a principal amount of $66,000,000 of 6% Senior Convertible Notes due 2006 in a private placement in
November 2002.

Letter Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.

This agreement contains the terms under which we purchased 14% of Emperor Mines Limited for A$11.5 million ($7.8 million).

Confirmation, between Durban Roodepoort Deep, Limited, and Investec Bank (Mauritius) Limited, dated August 14, 2003.

Under this agreement we granted Investec an option to purchase up to 18 million of our ordinary shares.

Amendment to Confirmation, dated September 4, 2003, between Durban Roodepoort Deep and Investec Bank (Mauritius) Limited.

This agreement amends the terms of the Confirmation, increasing the number of ordinary shares covered by the option to 27 million.

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Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated
October 14, 2003.

Under this agreement, we acquired two of OSL's wholly-owned subsidiaries, OMP and MRP. The transaction was affected though an amalgamation of OMP
and MRP with our wholly-owned subsidiary Dome Resources (PNG) Limited. As a result of the amalgamation, OML is the surviving entity and is wholly-owned by our wholly-owned subsidiary DRD (Isle of Man)
Limited. The final purchase price of the transaction was $73.0 million, which was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares.

Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

This agreement removes the rights of all parties to the Deed of Amalgamation to claim that Completion, as that term is defined in the Deed of Amalgamation, has
not occurred and to invoke certain rights under the Deed of Amalgamation relating to failure on the part of OSL and Orogen Minerals Limited to comply with certain document delivery requirements.

Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003.

Under this agreement, Orogen Minerals Limited assigns its rights to a loan owed to it by OMP, to DRD (Isle of Man).

Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

Under this agreement, DRD (Isle of Man) Limited agrees to pay up to the maximum stamp duty incurred in connection with the transaction contemplated by the Deed of
Amalgamation. The maximum amount of this duty is $3.69 million. DRD (Isle of Man) Limited also agrees to pay any stamp duty top up, as calculated in the Deed of Amalgamation. All or a portion
of these amounts may be refunded to DRD (Isle of Man) Limited.

Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated
November 21, 2003.

Under this agreement, Dome Resources (PNG) Limited assigns its rights and obligations under a loan in the amount of PGK22,621,000 ($6,944,645) owed to it by
Tolukuma to DRD (Isle of Man). In accepting such assignment, DRD (Isle of Man) agrees to assume the liabilities of a loan owed by Dome Resources (PNG) Limited to Dome in the amount of A$32,942,236
($22,728,815), or the PNG Loan. Also, Dome assigns to DRD (Isle of Man) its rights under a loan in the amount of A$5,982,252 ($4,127,513) owed to it by Tolukuma less the amount owed to it by DRD (Isle
of Man) under the PNG Loan.

Memorandum of Agreement made and entered between Durban Roodepoort Deep, Limited, West Witswatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei
Estates (Proprietary) Limited, dated June 6, 2003.

This agreement amends the payment terms for the remainder of the purchase price of the Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold
Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002. Mogale Gold (Proprietary) Limited was previously known as Bophelo Trading (Pty) Ltd. This agreement also
includes Luipaards Vlei as a surety and co-principal debtor to MGL and also imposes the obligation to obtain certain authorizations on MGL and provides that MGL may use permits covering a
portion of the West Wits Section without us abandoning them. Under this agreement, we determined the remainder of the selling price to be paid

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for
the West Wits gold plant to be R8.3 ($1.1 million). This amount is to be paid within 4 years from the date of the agreement.

EXCHANGE CONTROLS

The following is a summary of the material South African exchange control measures, which has been derived from publicly available documents. The following
summary is not a comprehensive description of all the exchange control regulations and does not cover exchange control consequences that depend upon your particular circumstances. We recommend that
you consult your own advisor about the exchange control consequences in your particular situation. The discussion in this section is based on the current law and positions of the South African
Government. Changes in the law may alter the exchange control provisions that apply to you, possibly on a retroactive basis. We have received approval from the South African Reserve Bank, or SARB.

Introduction

Dealings in foreign currency, the export of capital and/or revenue, payments by residents to non-residents and various other exchange control matters
in South Africa are regulated by the South African exchange control regulations, or the Regulations. The South African exchange control regulations form part of the general monetary policy of South
Africa. The Regulations are issued in terms of section 9 of the Currency and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and/or revenue
reserves, as well as the accruals and spending thereof, is vested in the Treasury (Ministry of Finance), or the Treasury.

The
Treasury has delegated the administration of exchange controls to the Exchange Control Department of SARB, which is responsible for the day to day administration and functioning of
exchange controls. SARB has a wide discretion. Certain banks authorised by the Treasury to co-administer certain of the exchange controls, are authorised by the Treasury to deal in foreign
exchange. Such dealings in foreign exchange by authorized dealers are undertaken in accordance with the provisions and requirements of the exchange control rulings, or Rulings, and contain certain
administrative measures, as well as conditions and limits applicable to transactions in foreign exchange, which may be undertaken by authorized dealers. Non-residents have been granted
general approval, in terms of the Rulings, to deal in South African assets, to invest and disinvest in South Africa.

The
Republic of South Africa's exchange control regulations provide for restrictions on exporting capital from a Common Monetary Area consisting of the Republic of South Africa, the
Republic of Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area, on the other hand, are not subject to these exchange control regulations.

There
are many inherent disadvantages to exchange controls including distortion of the price mechanism, problems encountered in the application of monetary policy, detrimental effects on
inward foreign investment and administrative costs associated therewith. The South African Finance Minister has indicated that all remaining exchange controls are likely to be dismantled as soon as
circumstances permit. Since 1996, there has been a gradual relaxation of exchange controls. The gradual approach to the abolition of exchange controls adopted by the Government of South Africa is
designed to allow the economy to adjust more smoothly to the removal of controls that have been in place for a considerable period of time. The stated objective of the authorities is equality of
treatment between residents and non-residents with respect to inflows and outflows of capital. The focus of regulation, subsequent to the abolition of exchange controls, is expected to
favor the positive aspects of prudential financial supervision.

The
present exchange control system in South Africa is used principally to control capital movements. South African companies are not permitted to maintain foreign bank accounts without
SARB approval and, without the approval of SARB, are generally not permitted to export capital from

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South
Africa or hold foreign currency. In addition, South African companies are required to obtain the approval of SARB prior to raising foreign funding on the strength of their South African balance
sheets, which would permit recourse to South Africa in the event of defaults. Where 75% or more of a South African company's capital, voting power, power of control or earnings is directly or
indirectly controlled by non-residents, such a corporation is designated an "affected person" by SARB, and certain restrictions are placed on its ability to obtain local financial
assistance. We are not, and have never been, designated an "affected person" by SARB.

Foreign
investment and outward loans by South African companies are also restricted. In addition, without the approval of SARB, South African companies are generally required to
repatriate to South
Africa profits of foreign operations and are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business. South African companies
establishing subsidiaries, branches, offices or joint ventures abroad are generally required to submit financial statements on these operations to SARB on an annual basis. As a result, a South African
company's ability to raise and deploy capital outside the Common Monetary Area is restricted.

Although
exchange controls have been gradually relaxed since 1996, unlimited outward transfers of capital are not permitted at this stage. Some of the more salient changes to the South
African exchange control provisions over the past few years have been as follows:



Authorized
dealers in foreign exchange may, against the production of suitable documentary evidence, provide forward cover to South African residents in respect of fixed and ascertained
foreign exchange commitments covering the movement of goods. Persons who emigrate from South Africa are entitled to take limited amounts of money out of South Africa as a settling-in
allowance. The balance of the emigrant's funds will be blocked and held under the control of an authorized dealer. These blocked funds may only be invested in:



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Aside
from the investments referred to above, blocked Rands may only be utilized for very limited purposes. Dividends declared out of capital gains or out of income earned prior to
emigration remain subject to the blocking procedure. It is not possible to predict when existing exchange controls will be abolished or whether they will be continued or modified by the South African
Government in the future.

Sale of Shares

Under present Regulations, our ordinary shares and ADSs are freely transferable outside the Common Monetary Area between non-residents of the Common
Monetary Area. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of shareholders who are not residents of the Common Monetary Area are freely remittable to such
shareholders. Share certificates held by non-residents will be endorsed with the words "non-resident."

Dividends

Dividends declared in respect of shares held by a non-resident in a company whose shares are listed on the JSE are freely remittable.

Any
cash dividends paid by us are expected to be paid in Rands. Holders of ADSs on the relevant record date will be entitled to receive any dividends payable in respect of the shares
underlying the ADSs, subject to the terms of the deposit agreement. Subject to exceptions provided in the deposit agreement, cash dividends paid in Rand will be converted by the depositary to Dollars
and paid by the depositary to holders of ADSs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The depositary will charge holders of ADSs, to the extent
applicable, taxes and other governmental charges and specifies fees and other expenses.

Shareholders
who are not residents of the CMA who are in receipt of scrip dividends and who elect to dispose of the relevant shares may remit the proceeds arising from the sale of the
relevant shares.

Voting rights

There are no limitations imposed by South African law or by our Articles on the right of non-South African shareholders to hold or vote our ordinary
shares.

TAXATION

Material Income Tax Consequences

This is a discussion of the material income tax considerations under South African and United States tax law. No representation with
respect to the consequences to any particular purchaser of our securities is made hereby. Prospective purchasers are urged to consult their own tax advisers with respect to their particular
circumstances and the effect of national, state or local tax laws to which they may be subject.

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South Africa

South Africa imposes tax on worldwide income of South African residents. Generally South African non-residents do not pay tax in South Africa except
in the following circumstances:

Income Tax

Non-residents will pay income tax on any amounts received by or accrued to them from a source within (or deemed to be within) South Africa. Interest
earned by a non-resident on a debt instrument issued by a South African company will be regarded as being derived from a South African source but will be regarded as exempt from taxation
in terms of section 10(1)(hA) of the Income Tax Act, 1962 (as amended), or the Act. This exemption does not apply if:



No
withholding tax is deductible in respect of interest payments made to non resident investors.

No
income tax is payable on dividends paid to residents or non-residents, in terms of Section 10(1)(k) of the Act except in respect of foreign dividends received by or
accrued to residents of South Africa. Accordingly, there is no withholding tax on dividends received by or accrued to non-resident shareholders of companies listed in South Africa and
non-residents will receive the same dividend as South African resident shareholders. Prior to payment of the dividend, the company pays secondary tax on companies at a rate of 12.5% of the
excess of dividends declared over dividends received in a dividend cycle but the full amount of the dividend declared is paid to shareholders.

Capital Gains Tax

Non-residents are generally not subject to capital gains tax, or CGT, in South Africa. They will only be subject to CGT on gains arising from the
disposal of capital assets if the assets disposed of consist of:



If
the non-residents are not subject to CGT because the assets disposed of do not fall within the categories described above, it follows that they will also not be able to
claim the capital losses arising from the disposal of the assets.

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United States

Certain United States Federal Income Tax Consequences

The following is a discussion of certain U.S. federal income tax consequences to U.S. holders (as defined below) of the purchase, ownership and disposition of
ordinary shares or ADSs. It deals only with U.S. holders who hold ordinary shares or ADSs as capital assets for U.S. federal income tax purposes. This discussion is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), published rulings, judicial decisions and the Treasury regulations, all as currently in effect and all of which are subject to change, possibly
on a retroactive basis. This discussion has no binding effect or official status of any kind; we cannot assure holders that the conclusions reached below would be sustained by a court if challenged by
the Internal Revenue Service.

This
discussion does not address all aspects of U.S. federal income taxation that may be applicable to holders in light of their particular circumstances and does not address special
classes of U.S. holders subject to special treatment (such as dealers in securities or currencies, partnerships or other pass-through entities, financial institutions, life insurance
companies, banks, tax-exempt organizations, certain expatriates or former long-term residents of the United States, persons holding ordinary shares or ADSs as part of a
"hedge," "conversion transaction," "synthetic security," "straddle," "constructive sale" or other integrated investment, persons whose functional currency in not the U.S. dollar, or persons that
actually or constructively own ten percent or more of our voting stock). This discussion addresses only U.S. federal income tax consequences and does not address the effect of any state, local, or
foreign tax laws that may apply, or the alternative minimum tax.

A
"U.S. holder" is a holder of ordinary shares or ADSs that is, for U.S. federal income tax purposes,



If
a partnership holds any ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partners
of partnerships holding any notes, ordinary shares or ADSs are urged to consult their tax advisors.

Because individual circumstances may differ, U.S. holders of ordinary shares or ADSs are urged to consult their own tax advisors concerning the U.S. federal
income tax consequences applicable to their particular situations as well as any consequences to them arising under the tax laws of any foreign, state or local taxing
jurisdiction.

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Ownership of Ordinary Shares or ADSs

For purposes of the Code, U.S. holders of ADSs will be treated for U.S. federal income tax purposes as the owner of the ordinary shares represented by those ADSs.
Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to U.S. federal income tax.

For
U.S. federal income tax purposes, distributions with respect to the ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that are
treated as exchanges, will be taxed to U.S. holders as ordinary dividend income to the extent that the distributions do not exceed our current and accumulated earnings and profits. For U.S. federal
income tax purposes, the amount of any distribution received by a U.S. holder will equal the Dollar value of the sum of the South African Rand payments made (including the amount of South African
income taxes, if any, withheld with respect to such payments), determined at the "spot rate" on the date the dividend distribution is includable in such U.S. holder's income, regardless of whether the
payment is in fact converted into Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a U.S. holder includes the dividend payment in
income to the date such holder converts the payment into Dollars will be treated as ordinary income or loss. Distributions, if any, in excess of our current and accumulated earnings and profits will
constitute a non-taxable return of capital and will be applied against and reduce the holder's basis in the ordinary shares or ADSs. To the extent that these distributions exceed the U.S.
holder's tax basis in the ordinary shares or ADSs, as applicable, the excess generally will be treated as capital gain, subject to the discussion below under the heading "Passive Foreign Investment
Company." We do not intend to calculate our earnings or profits for U.S. federal income tax purposes.

Under
the recently enacted Jobs and Growth Tax Relief Reconciliation Act of 2003, the maximum U.S. federal income tax rate on dividends paid to individuals through 2008 is reduced to
15%. This reduced rate generally would apply to dividends paid by us if, at the time such dividends are paid, either (i) we are eligible for benefits under a qualifying income tax treaty with
the U.S. or (ii) our ordinary shares or ADSs with respect to which such dividends were paid are readily tradable on an established securities market in the U.S. However, this reduced rate is
subject to certain important requirements and exceptions, including, without limitation, certain holding period requirements and an exception applicable if we are treated as a passive foreign
investment company as discussed under the heading "Passive Foreign Investment Company." U.S. holders are urged to consult their own tax advisors regarding the U.S. federal income tax rate that will be
applicable to their receipt of any dividends paid with respect to the ordinary shares and ADSs.

For
purposes of this discussion, the "spot rate" generally means a rate that reflects a fair market rate of exchange available to the public for currency under a "spot contract" in a
free market and involving
representative amounts. A "spot contract" is a contract to buy or sell a currency on or before two business days following the date of the execution of the contract. If such a spot rate cannot be
demonstrated, the Internal Revenue Service has the authority to determine the spot rate.

Dividend
income derived with respect to the ordinary shares or ADSs will constitute "portfolio income" for purposes of the limitation on the use of passive activity losses and,
therefore, generally may not be offset by passive activity losses, and as "investment income" for purposes of the limitation on the deduction of investment interest expense. Such dividends will not be
eligible for the dividends received deduction generally allowed to a U.S. corporation under Section 243 of the Code. Dividend income will be treated as foreign source income for foreign tax
credit and other purposes. In computing the separate foreign tax credit limitations, dividend income should generally constitute "passive income," or in the case of certain U.S. holders, "financial
services income."

As
discussed under "TaxationSouth Africa" above, South Africa currently does not impose any withholding tax on distributions with respect to the ordinary shares or ADSs.
Should South Africa decide in the future to impose a withholding tax on such distributions, the tax treaty between the

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United
States and South Africa would limit the rate of this tax to 5 percent of the gross amount of the distributions if a U.S. holder holds directly at least 10 percent of our voting
stock and to 15 percent of the gross amount of the distributions in all other cases. In addition, if South Africa decided in the future to impose a withholding tax on distributions with respect
to the ordinary shares or ADSs, a determination would need to be made at such time as to whether any South African income taxes withheld would be treated as foreign income taxes eligible for credit
against such U.S. holder's U.S. federal income tax liability, subject to limitations and conditions generally applicable under the Code. Any such taxes may be eligible at the election of such U.S.
holder, for deduction in computing such U.S. holder's taxable income. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The
calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions is complex and involves the application of rules that depend on
a U.S. holder's particular circumstances. U.S. holders are urged to consult their own tax advisors regarding the availability to them of foreign tax credits or deductions in respect of South African
income taxes, if any, withheld.

Disposition of Ordinary Shares or ADSs

Upon a sale, exchange, or other taxable disposition of ordinary shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference
between the U.S. dollar value of the amount realized on the sale or exchange and such holder's adjusted tax basis in the ordinary shares or ADSs. Subject to the application of the "passive foreign
investment company" rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ordinary
shares or ADSs for more than one year. The deductibility of capital losses is subject to limitations. Gain or loss recognized by a U.S. holder on the
taxable disposition of ordinary shares or ADSs generally will be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes.

In
the case of a cash basis U.S. holder who receives Rand in connection with the taxable disposition of ordinary shares or ADSs, the amount realized will be based on the spot rate as
determined on the settlement date of such exchange. A U.S. holder who receives payment in Rand and converts Rand into U.S. dollars at a conversion rate other than the rate in effect on the settlement
date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.

An
accrual basis U.S. holder may elect the same treatment required of cash basis taxpayers with respect to a taxable disposition of ordinary shares or ADSs, provided that the election is
applied consistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service. In the event that an accrual basis holder does not elect to be treated as
a cash basis taxpayer, such U.S. holder may have a foreign currency gain or loss for U.S. federal income tax purposes because of the differences between the U.S. dollar value of the currency received
prevailing on the trade date and the settlement date. Any such currency gain or loss will be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by such
U.S. holder on the disposition of such ordinary shares or ADSs.

Passive Foreign Investment Company

A special and adverse set of U.S. federal income tax rules apply to a U.S. holder that holds stock in a passive foreign investment company ("PFIC"). We would be a
PFIC for U.S. federal income tax purposes if for any taxable year either (i) 75% or more of our gross income, including our pro rata share of the gross income of any company in which we are
considered to own 25% or more of the shares by value, were passive income or (ii) 50% or more of our average total assets (by value), including our pro rata share of the assets of any company
in which we are considered to own 25% or more of the shares by value, were assets that produced or were held for the production of passive income. If we were a PFIC, U.S. holders of the ordinary
shares or ADSs would be subject to special

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rules
with respect to (i) any gain recognized upon the disposition of the ordinary shares or ADSs and (ii) any receipt of an excess distribution (generally, any distributions to a U.S.
holder during a single taxable year that is greater than 125% of the average amount of distributions received by such U.S. holder during the three preceding taxable years in respect of the ordinary
shares or ADSs or, if shorter, such U.S. holder's holding period for the ordinary shares or ADSs). Under these rules:



Although
we generally will be treated as a PFIC as to any U.S. holder if we are a PFIC for any year during a U.S. holder's holding period, if we cease to satisfy the requirements for
PFIC classification, the U.S. holder may avoid PFIC classification for subsequent years if such holder elects to recognize gain based on the unrealized appreciation in the ordinary shares or ADSs
through the close of the tax year in which we cease to be a PFIC. Additionally, if we are a PFIC, a U.S. holder who acquires ordinary shares or ADSs from a decedent would be denied the normally
available step-up in tax basis for such notes, ordinary shares or ADSs to fair market value at the date of death and instead would have a tax basis equal to the lower of the fair market
value or the decedent's tax basis.

A
U.S. holder who beneficially owns stock in a PFIC must file Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with the
Internal Revenue Service for each tax year such holder holds stock in a PFIC. This form describes any distributions received with respect to such stock and any gain realized upon the disposition of
such stock.

A
U.S. holder of the ordinary shares or ADSs that are treated as "marketable stock" under the PFIC rules may be able to avoid the imposition of the special tax and interest charge
described above by making a mark-to-market election. Pursuant to this election, the U.S. holder would include in ordinary income or loss for each taxable year an amount equal
to the difference as of the close of the taxable year between the fair market value of the ordinary shares or ADSs and the U.S. holder's adjusted tax basis in such ordinary shares or ADSs. Losses
would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years. If a
mark-to-market election with respect to ordinary shares or ADSs is in effect on the date of a U.S. holder's death, the tax basis of the ordinary shares or ADSs in the hands of
a U.S. holder who acquired them from a decedent will be the lesser of the decedent's tax basis or the fair market value of the ordinary shares or ADSs. U.S. holders desiring to make the
mark-to-market election are urged to consult their tax advisors with respect to the application and effect of making the election for the ordinary shares or ADSs.

In
the case of a U.S. holder who holds ordinary shares or ADSs and who does not make a mark-to-market election, the special tax and interest charge described
above will not apply if such holder makes an election to treat us as a "qualified electing fund" in the first taxable year in which such holder owns the ordinary shares or ADSs and if we comply with
certain reporting requirements. However, we do not intend to supply U.S. holders with the information needed to report income and gain pursuant to a "qualified electing fund" election in the event
that we are classified as a PFIC.

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We
believe that we were not a PFIC for our 2003 fiscal year ended June 30, 2003. However, the tests for determining whether we would be a PFIC for any taxable year are applied
annually and it is difficult to make accurate predictions of future income and assets, which are relevant to this determination. In addition, certain factors in the PFIC determination, such as
reductions in the market value of our capital stock, are not within our control and can cause us to become a PFIC. Accordingly, there can be no assurance that we will not become a PFIC.

Rules relating to a PFIC are very complex. U.S. holders are urged to consult their own tax advisors regarding the application of PFIC rules to their investments
in our ordinary shares or ADSs.

Information Reporting and Backup Withholding

Payments made in the United States or through certain U.S.-related financial intermediaries of dividends or the proceeds of the sale or other disposition of our
ordinary shares or ADSs may be subject to information reporting and U.S. federal backup withholding if the recipient of such payment is not an "exempt recipient" and fails to supply certain
identifying information, such as an accurate taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities
generally are exempt recipients. The backup withholding tax rate is currently 28%. For payments made after 2010, the backup withholding rate will be increased to 31%. Payments made with respect to our
ordinary shares or ADSs to a U.S. holder must be reported to the Internal Revenue Service, unless the U.S. holder is an exempt recipient or establishes an exemption. Any amount withheld from a payment
to a U.S. holder under the backup withholding rules is refundable or allowable as a credit against the holder's U.S. federal income tax, provided that the required information is furnished to the
Internal Revenue Service.

U.S. Gift and Estate Tax

An individual U.S. holder of ordinary shares or ADSs will be subject to U.S. gift and estate taxes with respect to ordinary shares or ADSs in the same manner and
to the same extent as with respect to other types of personal property.

DIVIDENDS AND PAYING AGENTS

Not applicable

STATEMENT BY EXPERTS

Not applicable

DOCUMENTS ON DISPLAY

You may request a copy of our U.S. Securities and Exchange Commission filings, at no cost, by writing or calling us at Durban Roodepoort Deep, Limited,
P.O. Box 390, Maraisburg, Johannesburg, South Africa 1700. Attn: A. Townsend, Group Company Secretary. Tel No. 27-11-381-7800. A copy of each report
submitted in accordance with applicable United States law is available for public review at our principal executive offices.

A
copy of each document (or a translation thereof to the extent not in English) concerning us that is referred to in this Annual Report on Form 20-F, is available for
public view at our principal executive offices at Durban Roodepoort Deep, Limited, 45 Empire Road, Parktown, Johannesburg, South Africa 2193.

SUBSIDIARIES

Not applicable

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

General

In the normal course of our operations, we are exposed to commodity price, currency, interest, liquidity and credit risks. Among other reasons, we entered into
transactions which make use of derivative instruments to economically hedge certain exposures. These instruments include forward contracts, gold lease rate swaps and options. The decision to use these
types of transactions is based on our hedging policy. Although most of these instruments are used as economic hedges, none of them qualify for hedge accounting and, consequently, are
marked-to-market through statements of operations in accordance with our accounting policies. Currently, we have no positions that meet the criteria for the normal
purchase/normal sale exemption under SFAS 133,Accounting for Derivative Instruments and Hedging Activities.

Commodity price risk

The market price of gold has a significant effect on our results of operations, our ability and the ability of our subsidiaries to pay dividends and undertake
capital expenditures, and the market price of our ordinary shares and ADSs. Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which we have no
control. The aggregate effect of these factors on the gold price is impossible for us to predict. The price of gold may not remain at a level allowing us to economically exploit our reserves. It is
not our policy to hedge this commodity price risk.

Until
May 2002, we used forward contracts, options and swaps to reduce our risk exposure to volatility in the gold price. The total gold production committed under our hedging
program as of July 1, 2001 was 802,625 ounces over a three-year period. Consequently, our shareholders were exposed to opportunity loss as a result of an increase in the price of
gold.

During
fiscal 2000, our management reached the conclusion that our hedge book structure would make it difficult for us to accomplish our strategy of providing our investors with exposure
to increase in the price of gold, as gains would be offset against potential losses on the forward contracts.

As
a result of this decision in May 2002, we entered into equal and opposite positions of all outstanding derivatives (excluding the embedded "gold for electricity" contract) to
effectively close them out and eliminate any existing commitment to sell our gold production. The loss that we realized on the existing positions was $72.8 million. The various counterparties,
J.P. Morgan Chase Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under the restructuring immediately in cash, which amounted to approximately
$38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period. Thus, these are treated as long-term loans. Of
this amount, $6.6 million due to J.P. Morgan Chase Bank was secured by a general notarial covering bond and surety mortgage over the metallurgical plants of the Blyvoor, West Wits and Buffels
Sections and was due to be repaid by June 2003. We repaid the full amount to J.P. Morgan Chase Bank on March 26, 2003 and obtained a release of these assets. During July 2003, J.
Aron & Company was paid in full and during August 2003 UBS AG was paid in full.

Gold for Electricity Contract

In October 2000, we entered into a five year contract to buy electricity from Eskom. Under the terms of our agreement, we pay Eskom standard electricity
tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October we adjust the amounts paid in that period in
accordance with an established formula based on the gold price.

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The
gold price adjustment is based on the notional amount of 15,000 ounces per month of gold multiplied by the difference between the contracted gold price, which is the price that was
agreed on the date of the transaction for a determined period, and the arithmetic average of London PM fix for each business day in the calculation period.

This
contract expires in September 2005.

We
have concluded that (1) the contract in its entirety does not meet the definition of a derivative instrument and therefore it does not have to be carried on the balance sheet
at fair value (2) the embedded gold for electricity forward contract possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host
contract and (3) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument.

As
discussed in note 13 to our financial statements, the fair value of the gold for electricity contract was negative $30.9 million as at June 30, 2003 (2002:
negative $80.2 million). The fair value reflects the difference between the price that was agreed on the date of the transaction and the forward price on June 30, 2003. Therefore, the
$30.9 million reflects the loss as at June 30, 2003 when the gold price was R2,585 per ounce against an average contract price of R2,182 per ounce. If the spot Rand-gold
price is trading above the strike of the Gold-for-electricity swap, the instrument has a negative value and will result in us paying Eskom. Similarly if the spot
Rand-gold price is trading below the strike of the Gold-for-electricity swap, Eskom would settle with us.

|                                            |  | For the year ending June 30,
|------------------------------------------- |  | ----------------------------
|
|Gold for Electricity Contract (by maturity) |  |                             
|Ounces (notional)                           |  | 180,000                     
|Average price (R/ounce)                     |  | 2,176.00                    

The
above table reflects the number of ounces committed and the average contract price over the remaining period of the contract.

A
forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until
settlement
date, which normally takes place at maturity date. In the case of the gold for electricity contract signed with Eskom, the gold-for-electricity swap has to be net cash settled.

We
have entered into the following transactions which have been accounted for in the financial statements on a mark-to-market basis and which mature in the
financial years indicated.

|                                    |  | For the year ending June 30,
2004
|----------------------------------- |  | ---------------------------------
|Puts positions bought (by maturity) |  |                                  
|Ounces                              |  | 14,000                           
|Average price (R/ounce)             |  | 1,990.00                         

Put
options bought refer to the right, but not the obligation, to sell a predetermined amount of gold at a predetermined price on a predetermined date. The fair value of these
instruments as at June 30, 2003 was nil.

|                                    |  | For the year ending June 30,
2004 |  
|----------------------------------- |  | --------------------------------- | -
|Gold lease rate swaps (by maturity) |  |                                   |  
|Volume (ounces)                     |  | 109,875                           |  
|Rate                                |  | 0.20                              | %

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A
gold lease rate swap is a contract whereby we and a counterparty select a notional amount of gold, and thereafter over the life of the contract one party pays a fixed lease rate based
on that amount of gold and the other party pays a floating lease rate based on the same amount of gold.

We
have exposure to increases in the three-month lease rate up to June 2004. The volume the swap is based on begins at 300,000 ounces and decreases every quarter by 37,500 ounces
until it reaches zero (by June 2004). Every quarter we receive a fixed cash flow equal to 0.2% per annum of the volume and $280/oz, and pay the three-month floating lease rate converted at the
then market spot rate. The fair value of the gold lease rate swaps as at June 30, 2003 was negative $0.2 million (2002: negative $0.4 million).

|                                   |  | For the year ending June 30,
|---------------------------------- |  | ----------------------------
|
|Call position bought (by maturity) |  |                             
|Volume (ounces)                    |  | 95,785                      
|Average price (R/ounce)            |  | 3,059                       

During
the financial year we bought call options as a risk management tool to protect the maximum exposure on the gold for electricity contract. A total of 272,110 ounces of positions
were purchased for $14.9 million. These contracts expire by September 2005.

As
discussed in note 13 to our financial statements, the fair value of the call positions was positive $6.6 million as at June 30, 2003.

Interest rate swap agreement

An interest rate swap agreement was entered into to minimize the exposure to changes in interest rates with regard to the coupon payable on the convertible loan
notes (refer to note 15 of the financial statements). The fixed coupon rate (in US Dollars) was swapped for a floating South African interest rate, calculated at the Johannesburg Interbank
Offer Rate, or JIBAR, + 0.2% per annum.

As
discussed in note 13 to our financial statements, the fair value of the interest rate swap agreement was negative $1.8 million as at June 30, 2003.

Concentration of credit risk

Our financial instruments do not represent a concentration of credit risk, because we deal with a variety of major banks and financial institutions located in
South Africa and Australia, after evaluating the credit ratings of the representative financial institutions. Furthermore, our debtors and loans are regularly monitored and assessed for
recoverability. Where it is appropriate to raise a provision, an adequate level of provision is maintained.

In
addition, our South African operations all deliver their gold to Rand Refinery Limited which refines the gold to saleable purity levels and then sells the gold, on our behalf, on the
bullion market. The gold is sold by Rand Refinery on the same day as it is delivered and settlement is made within two days. Once the gold has been assayed by Rand Refinery, the risks and rewards of
ownership have passed.

The
Australasian operations deliver their gold to one customer, N.M. Rothschild and receive proceeds within two days. The concentration of credit risk in Australia is mitigated by the
reputable nature of the customer and the settlement of the proceeds within a week.

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Foreign currency risk

Our functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations it is the Papua New Guinea Kina.
Although gold is sold in Dollars, we are obliged to convert this into Rands for our South African operations in terms of SARB regulations. We
are thus exposed to fluctuations in the Dollar/Rand exchange rate. We conduct our operations in South Africa and Papua New Guinea. Currently, foreign exchange fluctuations affect the cash flow that we
will realize from our operations as gold is sold in Dollars while production costs are incurred primarily in Rands and Papua New Guinean Kina. Our results are positively affected when the Dollar
strengthens against these foreign currencies and adversely affected when the Dollar weakens against these foreign currencies. Our cash and cash equivalent balances are held in Dollars, Rands and Papua
New Guinean Kina; holdings denominated in other currencies are relatively insignificant. Certain of our financial liabilities are denominated in a currency than the Rand. We are thus exposed to
fluctuations in the Rand exchange rate with the relevant currency.

We
have not entered into any foreign exchange hedging contracts to attempt to mitigate our foreign currency risk.

Interest rates and liquidity risk

Fluctuations in interest rates impact on the value of short term cash investments and financing activities, giving rise to interest rate risks.

In
the ordinary course of business, we receive cash from our operations and are required to fund working capital and capital expenditure requirements. This cash is managed to ensure
surplus funds are invested in a manner to achieve maximum returns while minimizing risks. Funding deficits for our mining operations have been financed through the issue of additional shares and
external borrowings. Lower interest rates result in lower returns on investments and deposits and also may have the effect of making it less expensive to borrow funds at then current rates.
Conversely, higher interest rates result in higher interest payments on loans and overdrafts.

Long Term Debt

Set out below is an analysis of our debt (in $'000's) as at June 30, 2003, analyzed between fixed and variable interest rates and classified by currency.

$

A$

R

TotalInterest rateVariable Rate



1,638

5,824

7,462Weighted Average Interest Rate



17
%
14.5
%0% Rate

11,197



1,479

12,676Fixed Rate

61,422

657



62,079Weighted Average Interest Rate

6
%
9
%Total

72,619

2,295

7,303

82,217Repayment period2004

15,157

1,611

2,300

19,0682005

3,960

684

2,577

7,2212006

3,960



2,152

6,1122007

49,542



274

49,816Total

72,619

2,295

7,303

82,217


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Set
out below is an analysis of our Contractual Obligations (in $'000) as at June 30, 2003, analyzed by the payments due by period:

Payments due by
periodContractual Obligations

Total

Less than
1 year

1 - 3 years

After 4
yearsLong term debt

82,217

19,068

63,149

Gold for Electricity Contract(1)

30,902

13,734

17,168

Total Contractual Cash Obligations

113,119

32,802

80,317




---

Fair Values of Financial Instruments

The fair value of a financial instrument is defined as the amount for which the instrument could be exchanged in an arm's length transaction between willing
parties, other than in a forced or liquidation sale.

The
carrying amounts of cash and cash equivalents, short term investments, receivables, accounts payable and accrued liabilities and short term borrowings approximate their fair values,
due to the short term maturities of these assets and liabilities.

The
fair value of our unlisted investments is not directly available from market quotations, but our directors have performed a valuation of these investments to ensure that no
significant decline, other than temporary, in their value has occurred. Thus, their carrying value approximates their fair value.

The
investment in Environmental Trust Funds which are funded annually by us for the rehabilitation of our mines as operations at each of them cease. These funds are deposited with
deposit taking institutions and comprise primarily interest bearing securities and, accordingly, their carrying value approximates their fair value.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART III

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material defaults with respect to
any indebtedness of ours.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15.    CONTROLS AND PROCEDURES

Within 90 days prior to the date of this Annual Report, we performed an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. Disclosure controls and procedures are designed to ensure that the material financial and non-financial information required to be disclosed in
Form 20-F and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported timely. The evaluation was performed with the

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participation
of our key corporate senior management and under the supervision of our Executive Chairman, M.M. Wellesley-Wood and our Chief Executive Officer and Chief Financial Officer,
Ian Murray. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather
than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible
controls and procedures. Based on the foregoing, our management, including Messrs. Wellesley-Wood and Murray, concluded that our disclosure controls and procedures were effective.
There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Therefore, no corrective
actions were taken.

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

ITEM 16B.    CODE OF ETHICS

Not applicable.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

PART IV

ITEM 17.    FINANCIAL STATEMENTS

Not applicable

ITEM 18.    FINANCIAL STATEMENTS

The following financial statements and related auditor's report are filed as part of this Annual Report.

|                                                                                                 |  | Page       
|------------------------------------------------------------------------------------------------ |  | -----------
|Report of the independent auditors                                                               |  | F-1        
|Report of Deloitte & Touche                                                                      |  | F-2        
|Consolidated statements of operation for the years ended June 30, 2003, 2002 and 2001.           |  | F-3        
|Consolidated balance sheets as of June 30, 2003 and 2002.                                        |  | F-4        
|Consolidated statement of stockholders' equity for the years ended June 30, 2003, 2002 and 2001. |  | F-5 to F-7 
|Consolidated statements of cash flows for the years ended June 30, 2003, 2002 and 2001.          |  | F-8        
|Notes to the consolidated financial statements.                                                  |  | F-9 to F-64

137

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ITEM 19.    EXHIBITS

The following exhibits are filed as a part of this Annual Report:

|1.1*    |  | Memorandum of Association of Durban Roodepoort Deep, Limited.                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2   |  | Articles of Association of Durban Roodepoort Deep, Limited, as amended on November 8, 2002.                                                                                                                                                                                            
|1.3*    |  | Excerpts of relevant provisions of the South African Companies Act.                                                                                                                                                                                                                    
|1.4**   |  | Durban Roodepoort Deep (1996) Share Option Scheme as amended.                                                                                                                                                                                                                          
|2.1*    |  | Excerpts of relevant provisions of the Johannesburg Stock Exchange Listings Requirements.                                                                                                                                                                                              
|2.2   |  | Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.                                                                                                                                                           
|2.3   |  | Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.                                                                                                                                                                       
|2.4   |  | Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.                                                                                                                                                            
|2.5   |  | Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule 144A of the Securities Act of 1933, as amended.                                                                                                               
|2.6   |  | Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to Regulation S under the Securities Act of 1933, as amended.                                                                                                          
|4.1*    |  | Tribute Agreement, dated October 9, 1992 between Durban Roodepoort Deep, Limited and Rand Leases.                                                                                                                                                                                      
|4.2*    |  | Service Agreement, dated July 27, 1995, between Durban Roodepoort Deep, Limited and Randgold.                                                                                                                                                                                          
|4.3*    |  | Agreement, dated September 28, 1995, among First Wesgold Mining (Proprietary) Limited, Durban Roodepoort Deep, Limited and Rand Leases in respect of purchase of assets of First Wesgold by Rand Leases.                                                                               
|4.4**   |  | Pumping Assistance, dated October 14, 1997, for the 1997/1998 fiscal year from the Minister of Mineral and Energy AffairsRepublic of South Africa to Durban Roodepoort Deep, Limited.                                                                                                 
|4.5***  |  | Deposit Agreement among Durban Roodepoort Deep, Limited, The Bank of New York as Depositary, and owners and holders of American Depositary Receipts, dated as of August 12, 1996, as amended and restated as of October 2, 1996, as further amended and
restated as of August 11, 1998.
|4.6**** |  | Security Agreement, dated November 5, 1998, between The Chase Manhattan Bank, Durban Roodepoort Deep, Limited, Blyvoor, Buffels and West Wits.                                                                                                                                         
|4.7**** |  | Loan Agreement, dated June 8, 1999, between Industrial Development Corporation of South Africa Limited, Crown and Durban Roodepoort Deep, Limited.                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                        

138

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|4.8****   |  | Lender Substitution Deed, dated August 18, 1999, between Durban Roodepoort Deep, Limited, DRD Australasia, NM Rothschild & Sons (Singapore) Limited, NM Rothschild & Sons (Australia) Limited, as agent in its own capacity, and
Rothschild Nominees (Pty) Limited.
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.9****   |  | A $10m Facility Agreement, dated September 10, 1999, between Durban Roodepoort Deep, Limited, DRD Australasia and NM Rothschild & Sons (Australia) Limited.                                                                                                        
|4.10****  |  | Facility Agreement, dated August 9, 1996, between PT Barisan Tropical Mining, Rothschild Australia Limited and the Participants.                                                                                                                                   
|4.11****  |  | Deposit Agreement, dated September 30, 1999, between Buffels and BOE Merchant Bank, a division of BOE Bank Limited.                                                                                                                                                
|4.12****  |  | Undertaking and Security Agreement, dated November 17, 1999, between BOE Bank Limited, through its division BOE Merchant Bank, and Buffels.                                                                                                                        
|4.13****  |  | Guarantee and Indemnity Agreement, dated November 17, 1999, between Durban Roodepoort Deep, Limited, Blyvoor, Argonaut Financial Services (Proprietary) Limited, West Wits, Crown and BOE Bank Limited, through its division BOE Merchant
Bank.                    
|4.14****  |  | Loan Security Agreement, dated November 17, 1999, between FBCF Equipment Finance (Proprietary) Limited and Buffels.                                                                                                                                                
|4.15****  |  | Sale of Business Agreement in respect of Harties, dated August 16, 1999, between Avgold Limited, Buffels and Durban Roodepoort Deep, Limited.                                                                                                                      
|4.16****  |  | Form of Restraint Agreement.                                                                                                                                                                                                                                       
|4.17****  |  | Sale of Shares Agreement, dated September 29, 1997, between RMP Properties Limited, Randgold, Crown, City Deep Limited, Consolidated Main Reef Mines and Estate Limited, Crown Mines Limited, RMP Properties SA Limited and Industrial Zone
Limited.               
|4.18***** |  | Form of Non-Executive Employment Agreement.                                                                                                                                                                                                                        
|4.19***** |  | Form of Executive Employment Agreement.                                                                                                                                                                                                                            
|4.20***** |  | Share Sale Option Agreement, dated March 12, 1993, between Newmont Proprietary Limited, Ballimore No. 56 Proprietary Limited, Clayfield Proprietary Limited and Dome Resources N.L.                                                                                
|4.21***** |  | Convertible Loan Agreement, dated November 19, 1997, between Tolukuma Gold Mines Proprietary Limited, Dome Resources N.L. and Mineral Resources Development Company Proprietary Limited.                                                                           
|4.22***** |  | First Deed of Variation of Loan Agreement, between Mineral Resources Development Company Pty Limited, Dome Resources N.L. and Tolukuma Gold Mines Pty Limited.                                                                                                     
|4.23***** |  | Agreement, dated February 21, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.                                                                                                                                                             
|4.24***** |  | Independent Auditor's Report from PricewaterhouseCoopers to the Board of Directors and Shareholders of Crown Consolidated Gold Recoveries Limited, dated August 28, 2000.                                                                                          
|4.25***** |  | Shareholders' Agreement, dated September 29, 2000, between Durban Roodepoort Deep, Limited, Fraser Alexander Tailings (Proprietary) Limited and Mine Waste Solutions (Proprietary) Limited.                                                                        
|          |  |                                                                                                                                                                                                                                                                    

139

---

|4.26***** |  | First Addendum to the Agreement, dated November 15, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.                                                                                                                                                                                              
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.27***** |  | Second Addendum to the Agreement, dated December 21, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.                                                                                                                                                                                             
|4.28     |  | Agreement between Durban Roodepoort Deep, Limited, Western Areas, Limited, Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001.                                                                                                                                                                 
|4.29     |  | Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.                                                                                                                                                 
|4.30     |  | Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.                                                                                                                                              
|4.31     |  | Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, Limited and Investec Bank Limited, dated October 9, 2001.                                                                                                                                                                           
|4.32     |  | Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001.                                                                                                                                                 
|4.33     |  | Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines (Pty.) Limited, Dome Resources (PNG) Pty. Limited, Dome
Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.
|4.34     |  | Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001.                                                                                                                                                                                                             
|4.35    |  | Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated November 1, 2000.                                                                                                                                                                                                     
|4.36    |  | Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.                                                                                                                                                                                                                          
|4.37    |  | Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.                                                                                           
|4.38    |  | Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June
12, 2002.                                                      
|4.39    |  | Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited,
 dated June 14, 2002.                                         
|4.40    |  | Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.                                                                                                                                                                                             
|4.41    |  | Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.                                                                                                                                                                                                         
|          |  |                                                                                                                                                                                                                                                                                                                           

140

---

|4.42  |  | Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.                                                                                                                                                                                                    
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.43  |  | Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.                                                                                                                                                                                           
|4.44  |  | Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.                                                                                                                                                                                    
|4.45  |  | Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.                                                                                                                                                                               
|4.46  |  | Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.                                                                                                                                                                                            
|4.47  |  | Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.                                                                                                                                                             
|4.48  |  | Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.                                                                                                                                                                                 
|4.49  |  | Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.                                                                                                                                       
|4.50  |  | Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and
Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.
|4.51  |  | Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.                                                                                                                                                                                              
|4.52  |  | Letter Agreement Relating to Consultancy Arrangement between Durban Roodepoort Deep, Limited and Nicolas Goodwin.                                                                                                                                                                                                              
|4.53  |  | Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.                                                                                                                                                                                             
|4.54  |  | Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.                                                                                                                                                                                   
|4.55 |  | Confirmation, dated August 14, 2003, between Durban Roodepoort Deep, Limited and Investec Bank (Mauritius) Limited.                                                                                                                                                                                                            
|4.56 |  | Amendment to Confirmation, dated September 4, 2003, between Durban Roodepoort Deep, Limited and Investec Bank (Mauritius) Limited.                                                                                                                                                                                             
|4.57#   |  | Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.                                                                                                                                         
|4.58#   |  | Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003.                                                                                                                                                                                                                                 
|4.59#   |  | Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003.                                                                                                                                                                                    
|4.60#   |  | Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003.                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                

141

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|4.61# |  | Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.                                                    
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.62# |  | Memorandum of Agreement made and entered into between Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003.
|8.1#  |  | List of Subsidiaries.                                                                                                                                                                                                               
|12.1# |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                             
|12.2# |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                             
|13.1# |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|13.2# |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|14.1# |  | Consent of KPMG Inc.                                                                                                                                                                                                                
|14.2# |  | Consent of Deloitte & Touche.                                                                                                                                                                                                       

---

142

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DURBAN ROODEPOORT DEEP, LIMITED  Report of the Independent Auditors to the Board of Directors  and Stockholders of Durban Roodepoort Deep, Limited

We have audited the accompanying consolidated balance sheet of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2003 and the related
consolidated statements of operations, stockholders' equity and cash flows for the year ended June 30, 2003. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We
conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In
our opinion, based on our audit the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Durban Roodepoort Deep,
Limited and its subsidiaries at June 30, 2003, and the results of their operations and their cash flows for the year ended June 30, 2003, in conformity with accounting principles
generally accepted in the United States of America.

As
discussed in Note 2 in the consolidated financial statements, Durban Roodepoort Deep, Limited and its subsidiaries adopted SFAS 143, "Accounting
for Asset Retirement Obligations" with effect from July 1, 2002.

|KPMG Inc.Registered Accountants and Auditors
Chartered Accountants (SA) |  |                                   
|----------------------------------------------------------------------- |  | ----------------------------------
|Johannesburg, Republic of South Africa December 29, 2003                |  |                                   
|/s/I. KRAMERI. Kramer
Director                                          |  | /s/C.A.T. SMITC.A.T. Smit
Director

F-1

---

DURBAN ROODEPOORT DEEP, LIMITED  Report of the Independent Auditors to the Board of Directors  and Stockholders of Durban Roodepoort Deep, Limited

We have audited the accompanying consolidated balance sheets of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2002, and the related
consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended June 30, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits (which includes the conversion to generally accepted accounting principles in the United States) provide a reasonable basis for our opinion.

In
our opinion, based on our audits the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Durban
Roodepoort Deep, Limited at June 30, 2002, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2002, in conformity
with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE Deloitte & ToucheRegistered Accountants and Auditors
Chartered Accountants (SA)

Johannesburg,
Republic of South Africa September 29, 2003

F-2

---



Durban Roodepoort Deep, Limited        Consolidated Statements of Operation for the years ended June 30

|                                                                                                                                                                                         |  | Notes |  | 2003
$'000 |   | 2002
$'000 |   | 2001
$'000 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- | - | ---------- | - | ---------- | -
|REVENUES                                                                                                                                                                                 |  |       |  |            |   |            |   |            |  
|Product sales                                                                                                                                                                            |  |       |  | 265,944    |   | 303,858    |   | 291,325    |  
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|COSTS AND EXPENSES                                                                                                                                                                       |  |       |  | 242,626    |   | 217,571    |   | 244,674    |  
|                                                                                                                                                                                         |  |       |  |            |  
|Production costs                                                                                                                                                                         |  |       |  | 239,961    |   | 218,056    |   | 247,098    |  
|Movement in gold in process                                                                                                                                                              |  |       |  | 1,251      |   | 289        |   | 15         |  
|Movement in rehabilitation provision                                                                                                                                                     |  |       |  | 1,414      |   | (774       | ) | (2,439     | )
|                                                                                                                                                                                         |  |       |  |            |  
|OTHER OPERATING EXPENSES                                                                                                                                                                 |  |       |  |            |   |            |   |            |  
|Depreciation and amortization                                                                                                                                                            |  |       |  | 10,602     |   | 13,933     |   | 14,984     |  
|Employment termination costs                                                                                                                                                             |  |       |  | 1,501      |   | 388        |   | 2,953      |  
|Impairment of mining assets                                                                                                                                                              |  | 5     |  |           |   | 2,167      |   | 2,752      |  
|Management and consulting fees                                                                                                                                                           |  |       |  | 1,650      |   | 1,888      |   |           |  
|Post retirement medical benefits                                                                                                                                                         |  |       |  |           |   | 1,786      |   |           |  
|(Profit)/loss on derivative instruments                                                                                                                                                  |  |       |  | (43,821    | ) | 147,153    |   | 15,406     |  
|Loss/(profit) on sale of other assets and listed investments                                                                                                                             |  |       |  | (1,881     | ) | 606        |   | (232       | )
|Profit on disposal of subsidiary                                                                                                                                                         |  | 3     |  | (5,302     | ) |           |   | (8,609     | )
|Write off of investments and loans                                                                                                                                                       |  |       |  |           |   | 86         |   | 1,421      |  
|SELLING, ADMINISTRATION AND GENERAL CHARGES                                                                                                                                              |  |       |  |            |   |            |   |            |  
|(including stock based compensation costs of $4,312,759) (2002: $2 503 271; and 2001: $2 933 625) and expenses paid through the issue of shares of $Nil (2002: $Nil and 2001: $315 000)) |  |       |  | 10,828     |   | 13,254     |   | 30,896     |  
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|NET OPERATING INCOME (LOSS)                                                                                                                                                              |  |       |  | 49,741     |   | (94,974    | ) | (12,920    | )
|NON-OPERATING INCOME                                                                                                                                                                     |  |       |  |            |   |            |   |            |  
|Interest and dividends                                                                                                                                                                   |  |       |  | 8,703      |   | 2,219      |   | 4,699      |  
|Unrealised foreign exchange gains                                                                                                                                                        |  |       |  | 11,229     |   | 567        |   |           |  
|FINANCE COSTS                                                                                                                                                                            |  |       |  |            |   |            |   |            |  
|Interest expense                                                                                                                                                                         |  |       |  | (6,909     | ) | (2,385     | ) | (5,573     | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|PROFIT/(LOSS) BEFORE TAX AND OTHER ITEMS                                                                                                                                                 |  |       |  | 62,764     |   | (94,573    | ) | (13,794    | )
|INCOME AND MINING TAX (EXPENSE)/BENEFIT                                                                                                                                                  |  | 6     |  | (41,765    | ) | 42,864     |   | 7,005      |  
|Equity in loss from associates and impairment of loans to associates                                                                                                                     |  | 11    |  | (9,452     | ) |           |   |           |  
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|NET PROFIT/(LOSS) AFTER TAX                                                                                                                                                              |  |       |  | 11,547     |   | (51,709    | ) | (6,789     | )
|MINORITY INTERESTS                                                                                                                                                                       |  |       |  |           |   |           |   | 258        |  
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|NET PROFIT/(LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                                                                                                          |  |       |  | 11,547     |   | (51,709    | ) | (6,531     | )
|Cumulative effect of accounting change (net of income taxes of $Nil in 2003 and Nil in 2001)                                                                                             |  | 2     |  | (173       | ) |           |   | (77,950    | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|NET PROFIT/(LOSS) APPLICABLE TO COMMON STOCKHOLDERS                                                                                                                                      |  |       |  | 11,374     |   | (51,709    | ) | (84,481    | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|BASIC PROFIT/ (LOSS) PER SHARE (CENTS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY                                                                                           |  |       |  | 6          |   | (32        | ) | (5         | )
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY (CENTS)                                                                                                                                 |  |       |  |           |   |           |   | (58        | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|BASIC PROFIT/(LOSS) PER SHARE (CENTS)                                                                                                                                                    |  | 17    |  | 6          |   | (32        | ) | (63        | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|DILUTED PROFIT/(LOSS) PER SHARE (CENTS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY                                                                                          |  |       |  | 4          |   | (32        | ) | (5         | )
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY (CENTS)                                                                                                                                 |  |       |  |           |   |           |   | (58        | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  
|DILUTED PROFIT/(LOSS) PER SHARE (CENTS)                                                                                                                                                  |  | 17    |  | 4          |   | (32        | ) | (63        | )
|                                                                                                                                                                                         |  |       |  |            |   |            |   |            |  

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

---

Durban Roodepoort Deep, Limited        Consolidated Balance Sheets at June 30

|                                                                                                                           |  | Notes |  | 2003
$'000 |   | 2002
$'000 |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- | - | ---------- | -
|ASSETS                                                                                                                     |  |       |  |            |   |            |  
|Current Assets                                                                                                             |  |       |  | 91,604     |   | 53,103     |  
|                                                                                                                           |  |       |  |            |  
|Cash and cash equivalents                                                                                                  |  |       |  | 44,423     |   | 23,852     |  
|Derivative instruments                                                                                                     |  | 13    |  | 6,563      |   |           |  
|Receivables                                                                                                                |  | 7     |  | 21,844     |   | 12,213     |  
|Receivables owing by related parties                                                                                       |  | 7     |  | 1,255      |   |           |  
|Inventories                                                                                                                |  | 8     |  | 7,912      |   | 8,357      |  
|Deferred income and mining tax                                                                                             |  | 6     |  | 9,607      |   | 8,681      |  
|                                                                                                                           |  |       |  |            |  
|Mining Assets                                                                                                              |  | 9     |  | 83,257     |   | 72,184     |  
|                                                                                                                           |  |       |  |            |  
|Cost                                                                                                                       |  |       |  | 219,969    |   | 182,700    |  
|Accumulated depreciation and amortization                                                                                  |  |       |  | (136,712   | ) | (110,516   | )
|                                                                                                                           |  |       |  |            |  
|Other Assets                                                                                                               |  |       |  |            |   |            |  
|Investments in unlisted associates                                                                                         |  | 11    |  |           |   |           |  
|Non-current related party receivables                                                                                      |  | 7     |  | 706        |   |           |  
|Deferred income and mining tax                                                                                             |  | 6     |  | 25,296     |   | 58,056     |  
|Non-current assets                                                                                                         |  | 10    |  | 27,555     |   | 13,963     |  
|                                                                                                                           |  |       |  |            |   |            |  
|Total Assets                                                                                                               |  |       |  | 228,418    |   | 197,306    |  
|                                                                                                                           |  |       |  |            |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                       |  |       |  |            |   |            |  
|Current liabilities                                                                                                        |  |       |  | 89,185     |   | 87,414     |  
|                                                                                                                           |  |       |  |            |  
|Bank overdraft                                                                                                             |  |       |  | 3,897      |   | 532        |  
|Accounts payable and accrued liabilities                                                                                   |  | 12    |  | 49,964     |   | 45,862     |  
|Derivative instruments                                                                                                     |  | 13    |  | 15,552     |   | 24,669     |  
|Short-term portion of long-term loans                                                                                      |  | 15    |  | 19,068     |   | 15,965     |  
|Income and mining taxes payable                                                                                            |  |       |  | (37        | ) | 386        |  
|Deferred income and mining tax                                                                                             |  | 6     |  | 741        |   |           |  
|                                                                                                                           |  |       |  |            |  
|Long-term loans                                                                                                            |  | 15    |  | 63,149     |   | 25,368     |  
|Deferred income and mining tax                                                                                             |  | 6     |  | 29,052     |   | 26,542     |  
|Derivative instruments                                                                                                     |  | 13    |  | 17,169     |   | 55,505     |  
|Provision for environmental rehabilitation                                                                                 |  | 14    |  | 24,627     |   | 17,948     |  
|Stockholders' equity/(deficit)                                                                                             |  |       |  | 5,236      |   | (15,471    | )
|Authorised                                                                                                                 |  |       |  |            |   |            |  
|300,000,000 (2002: 300,000,000) ordinary no par value shares and 5,000,000 (2002: 5,000,0000) cumulative preference shares |  |       |  |            |   |            |  
|Issued                                                                                                                     |  |       |  |            |   |            |  
|184,222,073 (2002: 177,173,485) ordinary no par value shares and 5,000,000 (2002: 5,000,000) cumulative preference shares  |  |       |  |            |   |            |  
|                                                                                                                           |  |       |  |            |  
|Stated capital and share premium                                                                                           |  | 16    |  | 360,351    |   | 351,537    |  
|Additional paid in capital                                                                                                 |  | 16    |  | 37,705     |   | 33,392     |  
|Cumulative preference shares                                                                                               |  | 16    |  | 107        |   | 107        |  
|Accumulated loss                                                                                                           |  |       |  | (340,404   | ) | (351,778   | )
|Other comprehensive loss                                                                                                   |  |       |  | (52,523    | ) | (48,729    | )
|                                                                                                                           |  |       |  |            |  
|                                                                                                                           |  |       |  |            |   |            |  
|Total Liabilities and Stockholders' equity                                                                                 |  |       |  | 228,418    |   | 197,306    |  
|                                                                                                                           |  |       |  |            |   |            |  

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

---



Durban Roodepoort Deep, Limited        Consolidated Statement of Stockholders' Equity/(Deficit)        For the year ended June 30, 2001

Stated
capital
and
share
premium
$'000Additional
paid-in
capital
$'000





Other
comprehensive
loss
$'000

Total
Stockholders'
equity/(deficit)
$'000Number of
Common
Shares

Number of
Preferred
Shares

Preferred
stock
$'000

Accumulated
loss
$'000

Comprehensive
(loss)
$'000BALANCE JUNE 30, 2000

120,990,746

5,000,000

278,564

27,955

107

(215,588
)
(61,575
)
29,463Mark-to-market on listed investments













120Foreign currency translation adjustments













(61,695
)Acquisition of Dome Resources NL

125,082



162









162Issue of shares for cash

19,320,000



14,771









14,771Issue of shares for cash to repay loan

8,000,000



5,921









5,921Exercise of employee stock options

5,743,750



4,394









4,394Shares issued for services rendered

350,000



315









315Net loss for the year











(84,481
)


(84,481
)
(84,481
)Stock based compensation







2,934







2,934Share issue expenses





(1,168
)








(1,168
)Other comprehensive income, net of tax of nilIncrease in mark-to-market on listed investments













3,327

3,327

3,327Foreign currency translation adjustments













3,795

3,795

3,795BALANCE JUNE 30, 2001

154,529,578

5,000,000

302,959

30,889

107

(300,069
)
(54,453
)
(20,567
)
(77,359
)Analysis of other comprehensive lossMark-to-market on listed investments













3,447Foreign currency translation adjustments













(57,900
)BALANCE JUNE 30, 2001













(54,453
)


The
accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

---

Durban Roodepoort Deep, Limited        Consolidated Statement of Stockholders' Deficit        For the year ended June 30, 2002

Stated
capital
and
share
premium
$'000Additional
paid-in
capital
$'000





Other
comprehensive
loss
$'000

Total
Stockholders'
equity/(deficit)
$'000Number of
Common
Shares

Number of
Preferred
Shares

Preferred
stock
$'000

Accumulated
loss
$'000

Comprehensive
loss
$'000BALANCE JUNE 30, 2001

154,529,578

5,000,000

302,959

30,889

107

(300,069
)
(54,453
)
(20,567
)Mark-to-market on listed investments













3,447Foreign currency translation adjustments













(57,900
)Exercise of employee stock options

10,643,907



7,634









7,634Issue of shares for cash

12,000,000



43,503









43,503Share issue expenses





(2,559
)








(2,559
)Net loss for the year











(51,709
)


(51,709
)
(51,709
)Stock based compensation







2,503







2,503Other comprehensive income, net of tax of nilReclassification adjustment for net gain included in net income, net of tax of nil.













(2,683
)
(2,683
)
(2,683
)Decrease in mark-to-market on listed investments













(719
)
(719
)
(719
)Foreign currency translation adjustments













9,126

9,126

9,126BALANCE JUNE 30, 2002

177,173,485

5,000,000

351,537

33,392

107

(351,778
)
(48,729
)
(15,471
)
(45,985
)Analysis of other comprehensive loss:Mark-to-market on listed investments













45Foreign currency translation adjustments













(48,774
)BALANCE JUNE 30, 2002













(48,729
)


The
accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

---

Durban Roodepoort Deep, Limited        Consolidated Statement of Stockholders' Equity/(Deficit)        For the year ended June 30, 2003

Stated
capital
and
share
premium
$'000Additional
paid-in
capital
$'000





Other
comprehensive
loss
$'000

Total
Stockholders'
cquity/(deficit)
$'000Number of
Common
Shares

Number of
Preferred
Shares

Preferred
stock
$'000

Accumulated
loss
$'000

Comprehensive
income
$'000BALANCE JUNE 30, 2002

177,173,485

5,000,000

351,537

33,392

107

(351,778
)
(48,729
)
(15,471
)Mark-to-market on listed investments













45Foreign currency translation adjustments













(48,774
)Exercise of employee stock options

2,253,699



2,244









2,244Issue of shares for cash

4,794,889



6,783









6,783Share issue expenses





(213
)








(213
)Net profit for the year











11,374



11,374

11,374Stock based compensation







4,313







4,313Other comprehensive income, net of tax of nilDecrease in mark-to-market on listed investments













(1,759
)
(1,759
)
(1,759
)Foreign currency translation adjustments













(2,035
)
(2,035
)
(2,035
)BALANCE JUNE 30, 2003

184,222,073

5,000,000

360,351

37,705

107

(340,404
)
(52,523
)
5,236

7,580Analysis of other comphrensive loss:Mark-to-market on listed investments













(1,714
)Foreign currency translation adjustments













(50,809
)BALANCE JUNE 30, 2003













(52,523
)


The
accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

---



Durban Roodepoort Deep, Limited        Consolidated Statements of Cash Flows        For the years ended June 30

|                                                            |                                                                                            | 2003
$'000 |         | 2002
$'000 |         | 2001
$'000 |       
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ---------- | ------- | ---------- | ------- | ---------- | ------
|Net cash utilized by operating activities                   |                                                                                            | (23,878    | )       | (64,170    | )       | (16,670    | )     
|                                                            |                                                                                            |            |        
|Net profit/(loss) applicable to common stockholders         |                                                                                            | 11,374     |         | (51,709    | )       | (84,481    | )     
|Reconciliation to net cash provided by operations:          |                                                                                            |            |         |            |         |            |       
|                                                            | Net increase/(decrease) in provision for rehabilitation                                    |            | 1,414   |            | 445     |            | (2,439
|                                                            | Depreciation and amortization                                                              |            | 10,759  |            | 13,933  |            | 14,984
|                                                            | Amortization of restraint of trade payments                                                |            | 70      |            | 124     |            | 229   
|                                                            | Mining assets impaired                                                                     |            |        |            | 2,167   |            | 2,752 
|                                                            | Movement in gold in process                                                                |            | 1,251   |            | 358     |            | 15    
|                                                            | Expenses paid through issue of shares                                                      |            |        |            |        |            | 315   
|                                                            | Surplus of sale of mining assets                                                           |            | (1,729  | )          | (331    | )          | (57   
|                                                            | (Surplus)/loss on sale of listed investments                                               |            | (152    | )          | 937     |            | (232  
|                                                            | Stock based compensation expenses                                                          |            | 4,313   |            | 2,503   |            | 2,934 
|                                                            | Share of results of associate, including tax thereon and Impairment of Loans to Associates |            | 9,452   |            |        |            |      
|                                                            | Movement on deferred tax                                                                   |            | 41,766  |            | (42,085 | )          | (8,150
|                                                            | Change in accounting policy                                                                |            | 173     |            |        |            |      
|                                                            | Movement in net taxation liability                                                         |            |        |            | 461     |            | (573  
|                                                            | Taxation (refunded)/paid                                                                   |            | (471    | )          | (153    | )          | 124   
|                                                            | Movement in derivative instruments                                                         |            | (72,986 | )          | 12,403  |            | 60,025
|                                                            | Profit on disposal of subsidiary                                                           |            | (5,302  | )          |        |            | (8,609
|                                                            | Write down of investments and loans                                                        |            |        |            | 86      |            | 1,421 
|Effect of changes in operating working capital items:       |                                                                                            |            |         |            |         |            |       
|                                                            | Receivables                                                                                |            | (19,224 | )          | 3,328   |            | 400   
|                                                            | Inventories                                                                                |            | 97      |            | 698     |            | 2,747 
|                                                            | Accounts payable (excluding short-term loans)                                              |            | (4,683  | )          | (7,335  | )          | 1,925 
|                                                            |                                                                                            |            |        
|Net cash (used in)/realized from investing activities       |                                                                                            | (9,818     | )       | 2,854      |         | (1,239     | )     
|                                                            |                                                                                            |            |        
|Additions to investments                                    |                                                                                            | (9,108     | )       | (1,961     | )       | (481       | )     
|Proceeds on sale of listed investments                      |                                                                                            | 196        |         | 11,070     |         | 982        |       
|Additions to mining assets                                  |                                                                                            | (13,414    | )       | (8,188     | )       | (6,316     | )     
|Proceeds on disposal of mining assets                       |                                                                                            | 3,594      |         | 1,662      |         | 5,879      |       
|Decrease/(increase) in restricted cash                      |                                                                                            |           |         | 271        |         | (982       | )     
|Cash paid for subsidiaries                                  |                                                                                            |           |         |           |         | (321       | )     
|Proceeds on disposal of subsidiary, net of cash disposed of |                                                                                            | 8,914      |         |           |         |           |       
|                                                            |                                                                                            |            |        
|Net cash generated in financing activities                  |                                                                                            | 55,449     |         | 67,561     |         | 11,005     |       
|                                                            |                                                                                            |            |        
|Short-term loans repaid                                     |                                                                                            |           |         |           |         | (4,674     | )     
|Proceeds from the issue of the convertible loan note        |                                                                                            | 63,605     |         |           |         |           |       
|Net proceeds from issue of shares                           |                                                                                            | 9,027      |         | 51,137     |         | 25,086     |       
|Share issue expenses                                        |                                                                                            | (213       | )       | (2,559     | )       | (1,168     | )     
|Increase/(decrease) in bank overdraft                       |                                                                                            | 3,365      |         | 487        |         | (2,014     | )     
|Long-term loans (repaid)/received                           |                                                                                            | (20,335    | )       | 18,496     |         | (6,225     | )     
|                                                            |                                                                                            |            |        
|Net increase/(decrease) in cash and cash equivalents        |                                                                                            | 21,753     |         | 6,245      |         | (6,904     | )     
|Effect of exchange rate changes on cash                     |                                                                                            | (1,182     | )       | 3,718      |         | 7,007      |       
|Cash and cash equivalents at beginning of year              |                                                                                            | 23,852     |         | 13,889     |         | 13,786     |       
|                                                            |                                                                                            |            |         |            |         |            |       
|Cash and cash equivalents at end of year                    |                                                                                            | 44,423     |         | 23,852     |         | 13,889     |       
|                                                            |                                                                                            |            |         |            |         |            |       
|Income taxes (refunded)/ paid                               |                                                                                            | (471       | )       | (153       | )       | 124        |       
|Interest paid                                               |                                                                                            | 6,909      |         | 2,385      |         | 5,573      |       

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-8

---



Durban Roodepoort Deep, Limited        Notes to the Consolidated Financial Statements        At June 30, 2003

1.    NATURE OF OPERATIONS

Introduction

Durban Roodepoort Deep, Limited ("the Company" or "the Group"), was formed in 1895 and is a gold mining company engaged in underground and surface gold mining
including exploration, extraction, processing and smelting. The Company focuses its operations on the West Witwatersand basin in South Africa. Its operations consist of the North West Operations
(comprising the Buffels and Harties Sections), the Blyvoor Section and its 40% interest in Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. It also has exploration
projects in South Africa, Papua New Guinea and Australia.

History and Development

In 1992, the Company's holding group (Rand Mines) was restructured and a new company, Randgold & Exploration Company Limited, or Randgold, was formed to
provide management services to the Company's gold mines.

During
1996, the Company acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Witwatersrand Gold Mines Ltd or West
Wits, in exchange for an aggregate of 1,846,087 ordinary shares, Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited and the entire issued capital and
shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

Also
during 1996, the Company's ADRs began trading on the Nasdaq National Market and are now listed on the Nasdaq SmallCap Market.

In
August 1997, the Company purchased the mineral rights represented by the Argonaut Project from Randgold.

On
September 15, 1997, the Company acquired the entire share capital of Blyvooruitzicht Gold Mining Company Ltd, or Blyvoor, in exchange for 12,693,279 ordinary shares.
Also on that date, the Company acquired Buffelsfontein Gold Mines Ltd, or Buffels, in exchange for 14,300,396 ordinary shares.

On
September 14, 1998 the Company acquired Crown Consolidated Gold Recoveries Ltd, or Crown, in exchange for 5,925,139 ordinary shares.

On
August 16, 1999, Buffels acquired the majority of the assets and liabilities of the Harties mining operation for R45 million ($7.4 million).

During
September 1999, the Company purchased 28,693,002 (19.9%) ordinary shares in Dome Resources Ltd, or Dome, for R34.9 million ($3.3 million). On
March 13, 2000 the Company made an unconditional offer to the shareholders of Dome to acquire all the remaining shares in Dome and completed this acquisition in June 2001.

During
August 2000, the Company ceased all operations at the Durban Deep Section and both underground and open pit operations at the West Wits Section.

F-9

---

In
April 2001, the Company launched the Blyvoor Expansion Project which is intended to facilitate the commissioning of additional infrastructure and the opening up of additional
mining areas to further enable the effective mining of reserves at the Blyvoor Section.

In
June 2002, the Company entered into an agreement with Mogale Gold (Pty) Limited, or MGL, (previously known as Bophelo Trading (Pty) Limited) for the sale of the West Wits gold
plant and certain related assets for R25 million ($2.4 million). This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003. The effective date of this
sale was July 21, 2003.

During
the course of the audit exercise for the 2000 fiscal year, certain irregular transactions came to the Company's attention. An internal investigation commenced at the insistence of
a Special Committee of the board of directors. During the course of this investigation, the Company discovered that all 8,282,056 ordinary shares issued ostensibly for the acquisition of the Rawas
gold mine in 1999 were invalidly issued and allotted.

Because
of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas shares, it was not possible for the Company to
distinguish the Rawas shares from all of the other issued ordinary shares and so their identity had been lost. That meant that none of the Rawas shares, and their holders at the time, could be
identified and therefore none of the Rawas shares could be removed from the Company's members' register. The Rawas shares, therefore, were effectively in issue with no possibility of removing them
from the members' register.

At
a shareholders' meeting, the Company's shareholders resolved, by special resolution, that it should apply to the High Court of South Africa for validation of the issuance of the
ordinary shares. The Company has made this application and the High Court of South Africa validated the issuance on June 19, 2002. For a description of this transaction, see Note 3.

Beginning
in July 2002, the Company entered into a series of transactions, consistent with its black empowerment strategy resulting in the sale of 60% of its interest in Crown
Gold Recoveries (Pty) Ltd, or CGR, to Khumo Bathong Holdings (Pty) Ltd, or KBH for R105 million ($11.6 million). Also, as part of this transaction, KBH repaid a portion of
certain shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of those loans to KBH and 40% of the loans to the Company.

In
October 2002, CGR acquired 100% of the outstanding share capital of and loan accounts in East Rand Proprietary Mines Ltd, or ERPM, for R100 million
($11.0 million).

On
December 16, 2002 the Company announced its proposed acquisition of 14% of Emperor Mines Limited, an Australian listed gold mining company for A$11.5 million
($6.7 million). Since that date, the Company has increased its percentage holding in Emperor Mines Limited to 19.81% at a total additional cost of A$5.0 million ($2.9 million).

For
a description of the Company's relationship with entities controlled by its former Chairman, R.A.R. Kebble, see Note 4.

F-10

---

2.    SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements were prepared in accordance with United States generally accepted accounting principles. The following are accounting
policies used by the Company which have been consistently applied except for the adoption of SFAS 143 on July 1, 2002 as indicated below:

Use of estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires the Company's management to make
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial information includes the financial statements of the Company and its subsidiaries. A company which is more than 50% owned by the Group
which the Group controls directly or indirectly, through other subsidiary interests, is classified as a subsidiary.

The
Group's functional currency for its South African operations is the Rand. For foreign subsidiaries, whose functional currency is a currency other than the Rand, assets and
liabilities are translated using the closing rates at year end, and income statements are translated at average rates. Differences arising on translation are included as a component of other
comprehensive income.

Investment in associates

Investments in associated undertakings are accounted for by the equity method of accounting. These are undertakings over which the Group has the ability to
exercise significant influence, but which it does not control. The ability to exercise significant influence is presumed where the Group owns more than 20% of the voting stock of an investment.

The
recoverable amount of the associate, that is the estimate of future undiscounted cash flows of the associate, or its disposal value, if higher, is compared to the carrying value of
the associate. If an impairment exists on this basis, a reduction in the carrying value of the associate is recorded to the extent that the carrying value exceeds the fair value which is based on the
recoverable amount.

Equity
accounting involves recognizing in the income statement the Group's share of the associates' profit or loss for the year after tax. The Group's associate is carried in the balance
sheet at an amount that reflects its share of the net assets of the associate.

Cash and cash equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Due to the short maturity
of the investments, the carrying amounts approximate their fair value.

F-11

---

Non-current unlisted investments

Non-current unlisted investments are carried at acquisition cost. Realized gains and losses are included in determining net income or loss. Impairment
losses are included in determining net income or loss where a decline in the value of the investment, other than temporary, has occurred.

Non-current listed investments

Non-current listed investments, are treated as 'available for sale', and are accounted for at fair value with unrealised gains and losses excluded
from earnings and reported as a separate component of stockholders' equity.

Inventories

Inventories, comprising gold in process and supplies, are stated at the lower of cost and market value. Costs are assigned to inventory on an average cost basis.
Costs comprise all costs incurred to the stage immediately prior to smelting, including costs of extraction and processing. Selling, refining and general administration costs are excluded from
inventory valuation.

Exploration costs

Mining exploration costs, including property acquisitions and mineral and surface rights relating to exploration stage properties, are expensed as incurred.

Development costs

Development costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to expand the capacity of
operating mines. Production costs are expensed.

Initial
development and pre-production costs relating to a new orebody are capitalized once directors consider that it is probable that the properties will be profitably
exploited and until the orebody is brought into production at which time the costs are then amortized as set out below.

Mining assets

Land is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

Actual
expenditures incurred for mineral property interests, mine development costs, mine plant facilities and equipment are capitalized to the specific mine to which the cost relates.
Amortization is calculated on a mine-by-mine basis (i.e. the cost pools are the individual mines) using the units of production method. Under the units of production method,
the Company estimates the amortization rate based on actual production over total proven and probable reserves of the particular mine. This rate is then applied to actual costs incurred to arrive at
the amortization expense for the period. Proven and probable reserves of a particular mine reflect estimated quantities of economically recoverable reserves that can be recovered in the future from
known mineral deposits that are presently accessible. Mine development costs are amortized over the incremental reserves accessed.

F-12

---

The
Company does not have significant open-pit operations. Any stripping costs are expensed in the period in which they are incurred.

Impairment of mining assets

The impairment of long-lived assets is accounted for in terms of SFAS 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets."

Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be
recoverable. Recoverability of an asset or asset group is assessed by comparing the carrying amount of an asset or group of assets to the estimated future undiscounted net cash flows of the asset or
group of assets. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. It is therefore reasonably possible that changes could occur which may affect the
recoverability of the Group's mining assets. If an asset or asset group is considered to be impaired, the impairment which is recognized is measured as the amount by which the carrying amount of the
asset or group of assets exceeds the discounted future cash flows expected to be derived from that asset or group of assets. The asset or asset group, is the lowest level for which there are
identifiable cash flows that are largely independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a
mine-by-mine basis. Therefore, the Company makes the analysis on a mine-by-mine basis.

Reclamation and closure costs

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 143, "Accounting for
Asset Retirement Obligations", or SFAS 143. SFAS 143, which comes into effect for fiscal years beginning after June 15, 2002, requires that the fair value
of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset, where one is identifiable,
is recorded and is depreciated over the life of the asset. Prior to the adoption of SFAS 143, the company accrued for the estimated reclamation and closure liability through annual charges to
earnings over the estimated life of the mine. The Company adopted the new policy on July 1, 2002. The cumulative effect of the change in policy on the balance sheet at that date was to increase
Mining Assets by $0.55 million and increase Rehabilitation liabilities by $0.72 million with a cumulative effect of change in accounting principle adjustment charge to net earnings of
$0.17 million in fiscal 2003.

Environmental rehabilitation costs

Where a related asset is not easily identifiable with a liability other estimated future environmental rehabilitation costs, which are based on the Company's
interpretation of current environmental and regulatory requirements, are accrued as and when tailings are deposited. The estimated costs of rehabilitation are reviewed annually and adjusted as
appropriate for changes in legislation, technology or other circumstances.

Based
on current environmental regulations and known rehabilitation requirements, management has included its best estimate of these obligations in its rehabilitation accrual. However,
it is reasonably

F-13

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possible
that the Company's estimates of its ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

Annual
contributions are made to dedicated rehabilitation trust funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine.

Revenue

Revenue consists of gold bullion and related by-products and is recognized when the product is delivered to the relevant refinery, Rand Refinery
Limited in South Africa and N.M. Rothschild in Australasia, at which stage all risks and rewards of ownership pass from the Company.

Once
the gold bars reach the refinery, they are assayed to determine the gold content of each bar before being sent for refining where it is purified to 99.9% purity and cast into troy
ounce bars of varying weights. The bullion is then sold by the refinery on the same day as the delivery, and the proceeds are remitted to the Company in Rand within two days. The Rand Refinery Ltd
sells the gold for the London afternoon fixed price on the day the gold is sold. N.M. Rothschild sells the gold at the previous day London afternoon fixed price and pays the Company in Dollars.

The
Company has a 10.6% equity stake in Rand Refinery Ltd (which is jointly owned by South African mining companies) and Mr. Wayne Koonin, the Company's Divisional
DirectorGroup Finance is also a director of Rand Refinery Ltd. Mr. Ilja Graulich, the Company's General ManagerInvestor Relations, is an alternate director of
Rand Refinery Ltd. The Company does not have an interest in N.M. Rothschild.

Derivative instruments

SFAS 133,Accounting for Derivative Instruments and Hedging Activities("SFAS 133") was adopted by
the Company with effect from July 1, 2000.

Prior
to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production, were recognized in
revenue when planned production was delivered.

Derivatives
that were not designated to future production were accounted for on a mark-to-market basis and the associated gains and losses were recognized in the
results of operations.

Under
SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On
the date a derivative contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a
forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. The Group's derivative transactions, while providing effective economic hedges under the
Group's risk management policies, do not qualify for hedge accounting, and any changes in their fair value are recognized in the income statement. Derivative instruments are not entered into for
trading purposes.

On
the adoption of SFAS 133, none of the Group's derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect
adjustment of

F-14

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$78 million
was recorded in the Statement of Operations on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments on the
balance sheet, which previously qualified for hedge accounting and had not been recorded on the balance sheet.

Recognition
of derivatives which meet the criteria for the normal purchase normal sale exception under SFAS 133 are deferred until settlement. The Company does not have any
positions that meet the criteria for the normal purchase normal sale exception under SFAS 133.

Pension plans and other employee benefits

Pension plans, which are multi-employer plans in the nature of defined contribution plans, are funded through annual contributions.

In
addition, the Group makes long service bonus payments (long-service awards) for certain eligible employees, based on qualifying ages and levels of service, and accrues the
cost of such liabilities over the service life of the employees on an actuarial basis.

The
Company contributes to a defined contribution multi-employer medical fund for current employees and certain retirees on an annually determined contribution basis. No contributions
are made for employees retiring after December 31, 1996.

Premium and debt costs

Discounts and underwriting, legal and other direct costs incurred in connection with the issuance of debt are deferred and amortized to interest expense using the
effective interest rate method.

Taxation



The Group follows the liability method of accounting for deferred income and mining tax whereby the Group recognizes the tax consequences of temporary differences
by applying current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax
assets and liabilities include the impact of any tax rate changes enacted during the year.

A
valuation allowance is raised against deferred tax assets which are not considered more likely than not to be realizable.



STC is a tax levied by the South African Revenue Services on dividends declared and becomes payable on declaration of a dividend. STC is expensed when the related
dividend is declared.

Dividends paid

Dividends paid are recognized when declared by the board of directors. Dividends are payable in South African Rands.

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Profit/(loss) per share

Profit/(loss) per share is calculated based on the net result divided by the weighted average number of shares in issue during the year. Fully diluted
profit/(loss) per share is based upon the inclusion of potential common shares with a dilutive effect on profit/(loss) per share.

Foreign currency

The Group's functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations is the Papua New Guinean Kina.
The translation differences arising as a result of converting to U.S. dollars using the current exchange rate method, are included as a separate component of stockholders' equity.

Transactions
denominated in currencies other than South African Rand are recorded at the rate of exchange ruling at the transaction date. Monetary assets and liabilities denominated in
such currencies are translated at the rates ruling at the balance sheet date and profits and losses arising are recorded in the statements of operations.

Stock-based compensation plans

The Company has adopted the disclosure only provisions of SFAS 123 and applies Accounting Principles Board Opinion No. 25 ("APB No. 25") and
related interpretations with respect to its accounting for its employee based compensation plan.

The
difference between the option strike price and the prevailing market value of the share at grant date is recorded as an expense.

Comparatives

Comparatives have been reclassified, where necessary to comply with the current year's disclosure.

Recent pronouncements

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees and Indebtedness of Others (an interpretation of FASB Statements No. 5, 57 and 107 and Rescission of Interpretation No. 34)" ("FIN 45"). This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required
to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the term of the related guarantee. This interpretation also incorporates, without change, the guidance in FASB Interpretation
No. 34, "Disclosure of Indirect Guarantees of Indebtedness to Others", which is being superseded. The initial recognition and initial measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements in this
Interpretation are

F-16

---

effective
for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the disclosure requirements in the fiscal year ended June 30, 2003.

In
December 2002, the FASB issued Statements of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation Transition and
Disclosure and amendment of SFAS 123" ("SFAS 148"). This statement provides alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosure in both annual and interim
financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

The
Company has adopted the disclosure provisions of this statement and has continued to account for its options plan in accordance with APB Opinion No. 25.

In
January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities an Interpretation of ARB
No. 51", ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", addresses consolidation by business enterprises of variable interest entities, which are defined as entities having one or both of the following characteristics:



This
Interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest
after that date. It applies in the first fiscal year or interim period beginning after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Interpretation will be adopted by the Company in the third interim period of fiscal 2004.

This
Interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of the of the first year restated. The Company has determined that this statement has no impact on its financial
statements for any of the periods presented. Management does not believe that this standard will have a significant impact on the Company's financial results.

In
April 2003, the FASB issued SFAS No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging Activities(SFAS 149). SFAS 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to SFAS 133 in its entirety,

F-17

---

or
as hybrid instruments with debt host contracts and embedded derivative features. In addition, SFAS 149 clarifies the definition of a derivative by providing guidance on the meaning of
initial net investments related to derivatives. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. Accordingly, the adoption of SFAS 149 has no
impact on the financial statements for any of the periods presented. Management does not believe that this standard will have a significant impact on the Company's financial results.

In
May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity(SFAS 150). SFAS 150 affects the classification, measurement and disclosure requirements of certain freestanding financial instruments, including
mandatorily redeemable shares. SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the Company as of
July 1, 2003. The Company has determined that this statement has no impact on its financial statements for the periods presented. The Company is still evaluating the impact of this statement on
its future financial statements.

3.    ACQUISITION AND DISPOSAL OF BUSINESSES



During August 1999, a Heads of Agreement was entered into between the Company and Laverton Gold NL, or Laverton, an Australian listed company for the
purchase of the assets and liabilities of the Rawas Group, which owned the Rawas gold mine located in Indonesia as part of the Company's growth strategy in Australasia. A Memorandum Of Understanding
was also signed during March 2000 detailing the proposed transaction in more detail.

During
July and October 1999, the Company allotted and issued 8,282,056 ordinary shares at a market value of $12.4 million pursuant to the Rawas transaction ("Rawas
Shares"). The Rawas Shares were issued to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio
Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia
Pty Ltd, all of which were creditors of Laverton or its subsidiaries, in anticipation of receiving shares of and claims against the companies in the Rawas Group and the rights to the Rawas
mine. The
allocation of the Rawas Shares was based on each creditor's relative exposure. No proper valuation proceedings were conducted prior to the issuance.

In
May 2000, the Company's board became aware of certain irregular transactions in its offshore companies, that were initiated from its offices in Perth, Australia. A special
committee was appointed by the board to investigate these transactions.

According
to the evidence gathered during the course of the investigation, the Company's board determined that, faced with pressure from its creditors, Laverton arranged the issue by the
Company of its ordinary shares to creditors as consideration for assets of no value for the benefit of Laverton and its creditors and not for the Company. In addition, in order to avoid the
requirement of a special resolution under Section 82 of the South African Companies Act, the Company had issued the Rawas Shares at an inflated issue price unrelated to the true value of the
consideration. As the special resolution was not obtained, the allotment and issue of ordinary shares for the Rawas transaction was

F-18

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unlawful
and invalid. Upon discovery by the board of the unlawful transactions, the board decided to recind the Heads of Agreement and the Memorandum of Understanding during fiscal 2001. At that time,
the Company had received ownership of the claims against, but not the shares of, the companies in the Rawas Group. As a result of this recision, the shares of the Rawas Group were never delivered to
the Company.

Because
of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas Shares, it was not possible to distinguish the Rawas
Shares from all the other issued ordinary shares of the Company, and so their identity had been lost. This meant that none of the Rawas Shares, and their holders at the time, could be identified and
therefore none of the Rawas Shares could be removed from the Company's members' register. The Rawas Shares, therefore were effectively in issue with no possibility of removing them from the members'
register.

The
shareholders were then asked to pass a special resolution in terms of Section 82 of the South African Companies Act to apply to the High Court of South Africa to validate
these Rawas Shares. The High Court validated these shares during July 2002.

The
Rawas Shares have been included in the annual financial statements and the $12.4 million value of the shares was credited to stated capital although the issue of shares was
still to be validated by the Court. The attributed $12.4 million value of the shares was written off on the statement of operations during fiscal 2000 as the recovery of this amount was
uncertain. Loans made by the Company to members of the Rawas Group, amounting to $2.9 million, for working capital purposes, were written off in fiscal 2000. No amounts have been recovered on
these transactions. The Company has not instituted any actions against the recipients of the Rawas Shares as each of these entities had ceded to the
Company their claims against the companies in the Rawas Group in exchange for their portion of the Rawas Shares. However, legal action has begun in South Africa. The defendants are
Messrs. R.A.R. Kebble, M. Prinsloo, J. Stratton, H. C. Buitendag and JCI Limited. The Company's claims against these defendants total R77.2 million and consist of the following:



The
Company has also made a claim for A$6.1 million for loans and advances made to and on behalf of PT Barisan Tropical Mining, the entity which operated the Rawas mine, and
R0.7 million for costs associated with issuance of the above shares.

The
Company also intends to pursue legal action in Australia.



On July 1, 2002, the Company engaged in a transaction consistent with its black empowerment strategy by entering into a share purchase agreement with Crown
Consolidated Gold Recoveries Ltd, or CGR, The Industrial Development Corporation, or IDC, and Khumo Bathong Holdings (Pty) Ltd, or KBH, a black empowerment company. Under this share
purchase agreement, the Company sold 57% of its interest in CGR, to IDC and 3% of its interest in CGR to KBH for a total cash consideration of

F-19

---

R105.5 million
($11.7 million) and realized a profit of R48.0 million ($5.3 million). This sale was a related party transaction (refer to Note 4 for further
details).

As
a result of this transaction, CGR is no longer a subsidiary of the Company. The results of operations and the financial position of CGR are no longer consolidated into the Company's
annual financial statements. The Company's remaining 40% interest in CGR is equity accounted as an investment in an associate.

The
aggregate carrying value of the assets and liabilities disposed as part of this transaction were as follows:

$'000Cash and cash equivalents

2,738Other Current Assets

2,730Mining Assets

13,886Other Assets

739Current Liabilities

(6,310
)Provision for environmental rehabilitation

(2,317
)Long Term Liabilities

(882
)Net Assets

10,58460% thereof

6,350Impairment of Loan due by CGR

(4,164
)Cash Proceeds Received

11,652Profit realized on sale of subsidiary

5,302


4.    RELATED PARTY TRANSACTIONS

The Company has related party relationships with its associates and with its directors and senior management.

Consolidated
African Mines Limited, JCI Gold Limited, Western Areas Limited and Laverton Gold NL are all related parties by reason of having common directorships, either through an
individual or through a family relationship. All of these companies were, at the time the transactions were consumated, related, either directly or indirectly, to Mr. R.A.R. Kebble who was at
that time Chairman of the Company. Either Mr. Kebble or his son, Brett Kebble, were directors of these companies.

Prior
to the awarding of a contract to a related party for the supply of goods and services the Group procurements manager reviews both the pricing, quality and the reliability of that
party. The contract terms are compared to similar suppliers of goods and services to ensure that the contract is on market related terms.

The
Company's executive directors review the terms and conditions of all loans to ensure that the terms of the loans are similar to those offered by financial institutions.

F-20

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Effective July 1, 2002, the Company engaged in a transaction consistent with its black empowerment strategy by entering into a share purchase agreement
with the Industrial Development Corporation of South Africa, or IDC, and Khumo Bathong Holdings (Pty) Ltd, or KBH. Under this share purchase agreement, the Company sold 57% of its interest in
Crown Gold Recoveries (Pty) Ltd, or CGR, to IDC and 3% of its interest in CGR to KBH for a total consideration of $11.7 million, and realized a profit of $5.3 million. KBH
obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating $21.0 million owed by CGR to the Company.

As
part of this transaction, the Company loaned KBH $0.7 million to fund that entity's initial purchase of 3% of its interest in CGR. The loan bears interest at the prime rate of
The Standard Bank of South Africa on overdraft plus 3% per annum. This loan has a term of five years from July 1, 2002 and is repayable on demand. This loan was secured by a pledge of
49,928,824 shares of ERPM held by KBH. However, since the acquisition of ERPM by CGR, the loan is no longer secured.

Shortly
thereafter, KBH chose to exercise its option to purchase all of IDC's interest in CGR. As a result, with effect from July 15, 2002, the share capital of CGR is now owned
40% by the Company and 60% by KBH. Also, as part of this transaction, KBH repaid IDC's portion of the shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of the loans to KBH and 40% of
the loans to the Company.

Also
as part of this transaction, KBH subscribed for 4,794,889 of the Company's ordinary shares (representing 2.60% of its outstanding shares at June 30, 2003) for a cash
subscription price of $6.8 million. The subscription agreement entered into by the Company and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

Dr. Paseka
Ncholo, chairman of KHB, is also a Non-Executive Director of the Company. Dr. Ncholo earned $16,600 in board fees during the year ended
June 30, 2003.



In October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in East Rand Proprietary Mines
Limited, or ERPM, for $11.0 million. In connection with this transaction, the Company provided ERPM with a loan of $1.3 million. In addition, an amount of $8.0 million was lent by
the Company to CGR which CGR paid to the then shareholders of ERPM as an interest free loan. CGR has received from the shareholders, as security for the loan, a pledge of the entire issued share
capital of ERPM and a cession of the shareholders' claim to CGR. The South African competition authorities approved the transaction and the $8.0 million loan is deemed to be part payment of the
purchase price of $11.0 million by CGR for the acquisition of the shares and the claims of ERPM.



During the year ended June 30, 2003 the Company earned $1.3 million in management fees from CGR and $1.4 million in management fees from
ERPM. At June 30, 2003 CGR owed the Group

F-21

---

$25.9 million,
KBH owed the Group $0.8 million, and ERPM owed the Group $3.7 million. Interest amounting to $3.1 million was earned by the Group on the loans to CGR,
$0.1 million was earned by the Group on the loans to KBH, and $0.2 million was earned by the Group on the loans to ERPM for the year ended June 30, 2003. No dividends were
received from associates in 2003. Transactions with associates are priced on an arm's length basis. As of June 30, 2003, all loans due by CGR and ERPM had been written-off in the
statement of operations (refer to note 11).



During the year ended June 30, 2001, the Company arranged with JCI for that company to place 8,000,000 of the Company's ordinary shares into the market to
settle debt owed by one of the Company's subsidiaries. In return, JCI received an arranging fee of $300,000.

During
the year ended June 30, 2001, the Company issued 800,000 ordinary shares to CAM for a consideration of R7.80 per share under the general authority for issue of shares. The
proceeds of this transaction were used to service debt.

There
are currently no formal agreements between the Company and CAM.



A total of R111.3 million ($18.3 million) was owed to Western Areas Limited, or WAL for advances made between December 1999 and
January 2000. The proceeds of the loan were used as follows:



The
Company was to pay WAL interest at a rate equal to the prime overdraft rate charged from time to time by The Standard Bank of South Africa to it most favorite clients on overdraft.
The Sale Shares were pledged by the Company to WAL as security for debt owed to WAL in the amount of R111.3 million ($18.3 million). In October 2000, the Company concluded a
written agreement with CAM and JCI giving effect to the intention that the Company sell the Sale Shares to CAM and JCI for an
amount equal to the debt owed to WAL. The agreement called for the Company to sell the Sale Shares to CAM and JCI for a total price of not less than R116.4 million ($13.3 million) to be
paid by CAM and JCI jointly and severally. The closing was set for October 31, 2000.

Also
at that time, the Company, CAM and JCI concluded a written letter agreement by which CAM and JCI agreed to pay the Company a "monthly option fee in arrears" if the sale of the Sale

F-22

---

Shares
occurred after October 31, 2000. This monthly option fee would be calculated as an amount equal to the interest charged by WAL to the Company on the debt owed to WAL. In consideration
for this, the Company agreed not to sell the Sale Shares to any other party. It was a tacit or implied term of this letter agreement that value-added tax, or "VAT", would be added to the monthly
option fee and the monthly option fee would be payable by CAM and JCI. The Company agreed to continue to hold the Sale Shares until CAM and JCI could obtain financing from Investec Limited, or
"Investec".

In
November 2000, the monthly option fee was renegotiated to an amount equal to 93.38% of the interest charged by WAL to the Company on the debt owed to WAL. CAM and JCI paid the
Company R1.7 million ($0.2 million) for the monthly option fee for October 2000 on or about December 4, 2000.

The
Company entered a new agreement with WAL regarding its debt on or about April 25, 2001. In this agreement, the Company acknowledged, that its debt to WAL amounted to
R132.8 million ($17.3 million) as of March 1, 2001. CAM and JCI agreed to be jointly and severally liable as sureties for this amount.

In
August 2001, the Company and WAL entered into an agreement fixing the interest rate on the debt owed to WAL by the Company at 14%.

On
or about October 9, 2001 the Company concluded a contract of guarantee and cession in securitatem with Investec. Under the terms of this agreement, the Company agreed to
guarantee WAL's obligations to Investec up to the value of the Sale Shares. Also, the Company ceded the Sale Shares, as security, to and in favor of Investec allowing Investec to sell
the Sale Shares in the event that WAL defaulted.

The
agreement with Investec describes the debt owed to the Company by CAM and JCI, including the monthly option fee then outstanding, as R20.8 million ($2.6 million) plus
any further monthly option fee as of June 30, 2001. This agreement also states that this amount and all monthly option fees accruing after June 30, 2001 would bear interest at the rate
of 1% above the prime rate charged by The Standard Bank of South Africa.

This
agreement also states that the debt owed to the Company by CAM and JCI would become immediately due and payable upon the occurrence of a default by WAL. Such amount to be paid
directly to WAL by CAM and JCI on the Company's behalf with any excess being repaid to the Company.

On
or about September 26, 2001, the Sale Shares were ceded to Investec and WAL granted the Company a put option in respect of the Sale Shares at a total price of at least
R116.4 million ($13.3 million). CAM and JCI undertook to apply all dividends received from WAL in respect of their shareholdings to the reduction of all amounts owed by them to the
Company. The parties agreed that the monthly option fee would be payable to exercise their rights under the call option for the duration of the Company's guarantee and cession and agreed that if
Investec exercised its rights under that guarantee, the rights of CAM and JCI under the call option would terminate.

On
or about December 13, 2001, WAL repaid its debt to Investec. On December 13, 2001, the Company put the Sale Shares to WAL in satisfaction of the debt which amounted to
R149.4 million ($14.4 million) including interest owed by the Company resulting in a loss of $0.9 million.

F-23

---

The
option fee payable to the Company by CAM and JCI for the period of November 2001 up to December 13, 2001 amounted to R21.6 million ($2.0 million) plus VAT
in the amount of R3.0 million ($0.3 million) plus interest in the amount of R1.7 million ($0.2 million) at the prescribed rate of 15.5% per annum from January 25,
2001 to the date of payment.

On
December 13, 2001, the Company invoiced JCI on behalf of JCI and CAM in these amounts. On December 14, 2001, the Company made a demand on CAM and JCI for the amount of
R32.8 million ($3.0 million). On December 24, 2001, the Company's attorney's made demand on JCI and CAM for the same amount. The Company has instituted legal proceedings against
JCI and CAM for the recovery of these amounts. The Company has provided in full for the balance outstanding by CAM against the probable bad debt. See note 7.



Laverton Gold NL is also a related party because Mr J Stratton, a director of CAM and Consolidated African Mines Jersey, or CAMJ, was a corporate advisor to the
Company.

During
August 1999, a Heads of Agreement was entered into between the Company and Laverton Gold NL, or Laverton, an Australian listed company for the purchase of the assets and
liabilities of the Rawas Group, which owned the Rawas gold mine located in Indonesia. A Memorandum Of Understanding was also signed during March 2000 detailing the proposed transaction in more
detail.

During
July and October 1999, the Company allotted and issued 8,282,056 ordinary shares at the market value of $12.4 million pursuant to the Rawas transaction. These shares
are referred to as the Rawas Shares. The Rawas Shares were issued to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc
Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and
Consolidated African Mines Australia Pty Ltd, all of which were creditors of Laverton or its subsidiaries, in anticipation of receiving shares of and claims against the companies in the Rawas
Group and the rights to the Rawas mine. The allocation of the Rawas Shares was based on each creditor's relative exposure. No proper valuation proceedings were conducted prior to the issuance.

In
May 2000, the Company's board became aware of certain irregular transactions in its offshore companies, that were initiated from its offices in Perth, Australia. A special
committee was appointed by the board to investigate these transactions.

According
to the evidence gathered during the course of the investigation, the Company's board determined that, faced with pressure from its creditors, Laverton arranged the issue by the
Company of its ordinary shares to creditors as consideration for assets of no value, for the benefit of Laverton and its creditors and not for the Company. In addition, in order to avoid the
requirement of a special resolution under Section 82 of the South African Companies Act, the Company had issued the Rawas Shares at an inflated issue price unrelated to the true value of the
consideration. As the special resolution was not obtained, the allotment and issue of ordinary shares for the Rawas transaction was unlawful and invalid. Upon discovery by the board of the unlawful
transactions, the board decided to recind the Heads of Agreement and the Memorandum of Understanding during fiscal 2001. At that time, the Company had received ownership of the claims against, but not
the shares of, the companies

F-24

---

in
the Rawas Group. As a result of this recision the shares of the Rawas Group were never delivered to the Company.

Because
of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas Shares, it was not possible to distinguish the Rawas
Shares from all the other issued ordinary shares of the Company, and so their identity had been lost. This meant that none of the Rawas Shares, and their holders at the time, could be identified and
therefore none of the Rawas Shares could be removed from the Company's members' register. The Rawas Shares, therefore were effectively in issue with no possibility of removing them from the members'
register.

The
shareholders were then asked to pass a special resolution in terms of Section 82 of the South African Companies Act to apply to the High Court of South Africa to validate
these Rawas Shares. The High Court validated these shares during July 2002.

The
Rawas Shares have been included in the annual financial statements and the $12.4 million value of the shares was credited to stated capital although the issue of shares was
still to be validated by the Court. The attributed $12.4 million value of the shares was written off on the income statement as aborted acquisition costs during fiscal 2000 as the recovery of
this amount was uncertain. Loans made by the Company to members of the Rawas Group, amounting to $2.9 million, for working capital purposes, were written off in fiscal 2000. No amounts have
been recovered on these amounts.

The
Company has not instituted any actions against the recipients of the Rawas Shares as each of these entities had ceded to the Company their claims against the companies in the Rawas
Group in exchange for their portion of the Rawas Shares. However, legal action has begun in South Africa. The defendants are Messrs. R.A.R. Kebble, M.Prinsloo, J.Startton, H.C.Buitendag and JCI
Limited. The Company's claims against these defendants total R77.2 million and consist of the following:



The
Company has also made a claim for A$6.1 million for loans and advances made to and on behalf of PT Barisan Tropical Mining, the entity which operated the Rawas mine, and
R0.7 million for costs associated with issuance of the above shares.

The
Company also intends to pursue legal action in Australia.



On November 1, 2000, Mr R.A.R. Kebble made a loan to the company of $0.7 million for working capital purposes. He also purchased the Company's
investment in Rand Leases Properties Limited for $0.3 million and settled an amount of $0.8 million due by CAM to the Company also to provide the Company with additional working capital.
The sale of the investment was at market related prices. An amount of R0.3 million ($67,180) has been paid by the Company as interest on the loan during 2001.

F-25

---

The
loan received from Mr. R.A.R. Kebble, amounting to R5.3 million ($0.51 million) was repaid during the year ended June 30, 2002. Interest on this amount
during the year amounted to R0.4 million ($0.04 million).



On May 23, 2001 the executive directors made advances to the Company for working capital purposes which bear interest. The loans were repaid on
December 31, 2001.



During 2002 the Company made use of FW Services CC, for the repair of electrical motors in pumps and winches, and Mr. N. Pretorius, a legal advisor, both
of which are related parties to Mr. F. Weideman, a previous executive director of the Company who resigned as a director on March 1, 2002. During 2002 the Company paid
$0.7 million to FW Services CC and $0.03 million to Mr. N. Pretorius for services rendered.



During 2002 the Company made use of Libra Accounting CC for corporate administrative accounting services, a related party to Mr. W. Beer, the Chief
Administrative Officer of the Company. During 2002 the Company paid $0.1 million to Libra Accounting CC for services rendered.



In November 1998, certain of the Company directors and officers, namely Messrs. R.A.R. Kebble (who resigned June 30, 2002), M. Prinsloo (who
resigned November 1, 2000), C. Mostert (resigned July 31, 2000), I. Murray and V. Hoops (who was dismissed May 8, 2002) entered into restraint of trade agreements in order to
protect the competitive position of the Company, whereby they agreed, for a period of 24 months after the termination of their employment with the Company, not to compete against the Company or
solicit the Company's employees. As consideration for entering into these agreements these directors and officers (as a group) received R8.4 million (approximately $1.3 million). These
restraint of trade agreements were awarded while each officer or director was still an employee of the Company. As the restraint period applied for a period of 2 years after the employee left
the Company, and as it was impossible to determine when this would actually occur, the Company considered it prudent to write off this amount over a 4 year period from the date of award. The
restraint of trade payments had been fully amortized by the end of fiscal 2003.

F-26

---

5.    IMPAIRMENT OF ASSETS

Year ended
June 30, 2003
$'000

Year ended
June 30, 2002
$'000

Year ended
June 30, 2001
$'000Mining Assets-DRD Mine(a)



2,167

2,752

2,167

2,752


---

6.    DEFERRED INCOME AND MINING TAX

|                                              |                        | Year ended
June 30, 2003
$'000 |         | Year ended
June 30, 2002
$'000 |        | Year ended
June 30, 2001
$'000 |      
|--------------------------------------------- | ---------------------- | ------------------------------ | ------- | ------------------------------ | ------ | ------------------------------ | -----
|(a) Income and mining tax and expenses        |                        |                                |         |                                |        |                                |      
|Income and mining tax                         |                        |                                |         |                                |        |                                |      
|                                              | Foreign                |                                |        |                                |       |                                | 535  
|Non-mining income tax                         |                        |                                |         |                                |        |                                |      
|                                              | Current                |                                |        |                                | (36    | )                              | (105 
|Deferred income and mining tax                |                        |                                |         |                                |        |                                |      
|                                              | Local                  |                                | (59,890 | )                              | 42,855 |                                | 5,937
|                                              | Foreign                |                                | (330    | )                              | 45     |                                | 638  
|                                              | Prior year rate change |                                | 18,455  |                                |       |                                |     
|Secondary tax on companies                    |                        |                               |         |                               |        |                               |      
|                                              |                        |                                |         |                                |        |                                |      
|Total income and mining tax (expense)/benefit |                        | (41,765                        | )       | 42,864                         |        | 7,005                          |      
|                                              |                        |                                |         |                                |        |                                |      

Mining
tax on mining income is determined based on a formula which takes into account the profit and revenue from mining operations during the year. Non-mining income, which
consists primarily of interest, is taxed at a standard rate. The tax rates applicable to the mining and non-mining income of a gold mining company depends on whether the company has
elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared, which is payable by the company declaring the dividend, and, at present, the STC tax rate is equal
to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining income and
non-mining income. In 2003, 2002 and 2001, the tax rates for taxable mining income and non-mining income for companies that elected the STC exemption were 46% and 38%,
respectively. During those same years the tax rates for companies that did not elect the STC exemption were 37% and 30%, respectively. In 1993, the Company elected not to be exempt from STC, as this
would have meant that the Company would have been liable for

F-27

---

normal
taxation at the higher rates of 46% for mining income and 38% for non-mining income. The Company, having chosen not to be subject to the STC exemption, is subject to 37% tax on
mining income and 30% for non-mining income. However, with the exception of Blyvoor, all of the Company's subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a
wholly-owned subsidiary of the Company, would be exempt from STC. Any dividends paid by the Company, to the extent they are paid from income from Blyvoor, will be subject to STC.

South
African deferred taxation has been provided at the effective mining rate applicable in terms of the mining tax formula to the relevant operations at either 37% or 46% (2002: 30%),
while the Australian deferred tax is provided at the Australian statutory tax rate of 30% (2002: 30%). Material items causing the Group's income tax provision to differ from the estimated effective
mining tax rates were as follows:

|                                                    |  | Year ended
June 30, 2003
$'000 |   | Year ended
June 30, 2002
$'000 |   | Year ended
June 30, 2001
$'000 |  
|--------------------------------------------------- |  | ------------------------------ | - | ------------------------------ | - | ------------------------------ | -
|Mining tax at estimated effective rate              |  | (16,549                        | ) | 26,540                         |   | 11,901                         |  
|Non-mining tax at statutory rate                    |  | (19                            | ) | (1,264                         | ) | (929                           | )
|Foreign tax                                         |  |                               |   | 2,099                          |   | 4,116                          |  
|                                                    |  |                                |   |                                |   |                                |  
|Taxation at normal rates                            |  | (16,568                        | ) | 27,375                         |   | 15,088                         |  
|Disallowable expenditure                            |  | (9,904                         | ) | (9,478                         | ) | (374                           | )
|Non-taxable income                                  |  | 8,105                          |   | 1,114                          |   | 140                            |  
|Rate change                                         |  | 18,455                         |   |                               |   |                               |  
|Valuation allowances                                |  | (41,853                        | ) | 23,853                         |   | (7,849                         | )
|                                                    |  |                                |   |                                |   |                                |  
|Income and mining tax (expense)/benefit as reported |  | (41,765                        | ) | 42,864                         |   | 7,005                          |  
|                                                    |  |                                |   |                                |   |                                |  

F-28

---



|                                                                                                                                  |                                     | June 30, 2003
$'000 |         | June 30, 2002
$'000 |        
|--------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------- | ------- | ------------------- | -------
|(b) Deferred income and mining tax liabilities and assets:                                                                        |                                     |                     |         |                     |        
|Deferred income and mining tax liabilities and assets on the balance sheet as of June 30, 2003 and 2002, relate to the following: |                                     |                     |         |                     |        
|Gross deferred income and mining tax liabilities:                                                                                 |                                     | (29,793             | )       | (26,931             | )      
|                                                                                                                                  |                                     |                     |         |                     |        
|                                                                                                                                  | Mining assets                       |                     | (29,052 | )                   | (26,668
|                                                                                                                                  | Inventory                           |                     | (741    | )                   | (263   
|                                                                                                                                  |                                     |                     |         |                     |        
|Gross deferred income and mining tax assets:                                                                                      |                                     | 117,079             |         | 74,067              |        
|                                                                                                                                  |                                     |                     |         |                     |        
|                                                                                                                                  | Assessable tax loss carried forward |                     | 60,152  |                     | 22,077 
|                                                                                                                                  | Unredeemed capital expenditure      |                     | 29,851  |                     | 15,396 
|                                                                                                                                  | Rehabilitation provisions           |                     | 2,154   |                     | 5,594  
|                                                                                                                                  | Financial instrument liability      |                     | 15,315  |                     | 24,052 
|                                                                                                                                  | Other provisions                    |                     | 9,607   |                     | 6,948  
|                                                                                                                                  |                                     |                     |         |                     |        
|Deferred income and mining tax valuation allowances                                                                               |                                     | (82,176             | )       | (6,941              | )      
|                                                                                                                                  |                                     |                     |         |                     |        
|Deferred income and mining tax assets                                                                                             |                                     | 5,110               |         | 40,195              |        
|                                                                                                                                  |                                     |                     |         |                     |        
|Net deferred income and mining tax liabilitylong-term                                                                            |                                     | (29,052             | )       | (26,542             | )      
|Net deferred income and mining tax liabilitycurrent                                                                              |                                     | (741                | )       |                    |        
|Net deferred income and mining tax assetlong-term                                                                                |                                     | 25,296              |         | 58,056              |        
|Net deferred income and mining tax assetcurrent                                                                                  |                                     | 9,607               |         | 8,681               |        

The
classification of deferred income and mining tax assets and liabilities is based on the related asset or liability creating the deferred tax. Valuation allowances have been provided
on certain deferred tax assets arising out of assessed losses and unredeemed capital expenditure because it is more likely than not that these losses will not be utilized in the foreseeable future.

As
at June 30, 2003 the group had estimated tax losses carried forward in South Africa consisting of:

|                           |  | Tax losses |  | Unredeemed
capital
expenditure
|-------------------------- |  | ---------- |  | ------------------------------
|
|The Company                |  | 24.6       |  | 20.0                          
|South African subsidiaries |  | 112.2      |  | 2.8                           
|                           |  |            |  |                               
|Total                      |  | 136.8      |  | 22.8                          
|                           |  |            |  |                               

The
estimated tax losses of the Company and its South African subsidiaries have no expiry date. The estimated tax losses of the Australasian subsidiaries have been disallowed for tax
purposes. They were previously treated as more likely than not to be unrealizable. Should a subsidiary cease to trade, the estimated tax losses would be forfeited.

F-29

---

7.    RECEIVABLES

|                                                          |  | June 30, 2003
$'000 |   | June 30, 2002
$'000 |  
|--------------------------------------------------------- |  | ------------------- | - | ------------------- | -
|Trade accounts receivables                                |  | 14,735              |   | 4,517               |  
|Taxation receivable                                       |  | 3,640               |   | 3,335               |  
|Prepayments                                               |  | 3,328               |   | 4,206               |  
|Receivable from associates                                |  | 1,255               |   |                    |  
|Staff debtors                                             |  | 494                 |   | 277                 |  
|Amounts owing by related parties(a)                       |  | 4,220               |   | 3,040               |  
|Less: allowances for doubtful debtsrelated parties       |  | (4,220              | ) | (3,040              | )
|Less: allowances for doubtful debtsother                 |  | (353                | ) | (122                | )
|                                                          |  |                     |   |                     |  
|                                                          |  | 23,099              |   | 12,213              |  
|                                                          |  |                     |   |                     |  
|Disclosed as current receivables                          |  | 21,844              |   | 12,213              |  
|Disclosed as current receivables owing by related parties |  | 1,255               |   |                    |  
|Amounts owing by related parties(b)                       |  | 706                 |   |                    |  
|                                                          |  |                     |   |                     |  
|Disclosed as non-current receivables                      |  | 706                 |   |                    |  

---

8.    INVENTORIES

June 30, 2003
$'000

June 30, 2002
$'000Gold-in-process

1,816

2,498Supplies

6,096

5,8597,912

8,357


F-30

---

9.    MINING ASSETS

|                                                                                  |  | June 30, 2003
$'000 |   | June 30, 2002
$'000 |  
|--------------------------------------------------------------------------------- |  | ------------------- | - | ------------------- | -
|Mining properties, mine development costs and mine plant facilities and equipment |  |                     |   |                     |  
|Cost                                                                              |  | 219,969             |   | 182,700             |  
|                                                                                  |  |                     |   |                     |  
|Opening balance                                                                   |  | 182,700             |   | 223,323             |  
|Additions                                                                         |  | 13,414              |   | 8,188               |  
|Adoption of SFAS 143Asset Retirement Obligations                                 |  | 548                 |   |                    |  
|Disposals                                                                         |  | (1,865              | ) | (1,331              | )
|Disposed through sale of subsidiary                                               |  | (31,885             | ) |                    |  
|Foreign exchange movement                                                         |  | 57,057              |   | (47,480             | )
|                                                                                  |  |                     |   |                     |  
|Accumulated depreciation and amortization                                         |  | (136,712            | ) | (110,516            | )
|                                                                                  |  |                     |   |                     |  
|Opening balance                                                                   |  | (110,516            | ) | (120,019            | )
|Impairment                                                                        |  |                    |   | (2,167              | )
|Depreciation and amortization                                                     |  | (10,602             | ) | (13,933             | )
|Disposed through sale of subsidiary                                               |  | 17,999              |   |                    |  
|Foreign exchange movement                                                         |  | (33,593             | ) | 25,603              |  
|                                                                                  |  |                     |   |                     |  
|                                                                                  |  |                     |   |                     |  
|Net book value                                                                    |  | 83,257              |   | 72,184              |  
|                                                                                  |  |                     |   |                     |  

Where
mineral rights have been obtained as a component of mine acquisitions, the Company has not historically assigned a portion of the cost of the acquired entity to those rights and no
separate general ledger or accounting records have been maintained for such rights. Accordingly, the Company was unable to separate such mineral rights from the tangible fixed asset category of mining
properties, mine development costs and mine plant facilities and equipment on adoption of SFAS 142. Mineral rights acquired subsequent to the adoption of SFAS 142 will be separately
identified as intangible assets.

10.    NON-CURRENT ASSETS

|                                                    |  | June 30, 2003
$'000 |  | June 30, 2002
$'000
|--------------------------------------------------- |  | ------------------- |  | -------------------
|Listed investments(a)                               |  | 7,927               |  | 149                
|Unlisted investments(b)                             |  | 1,725               |  | 1,610              
|Restraint of trade payments (refer to note 4)       |  |                    |  | 61                 
|Amounts contributed to environmental trust funds(c) |  | 17,903              |  | 12,143             
|                                                    |  |                     |  |                    
|                                                    |  | 27,555              |  | 13,963             
|                                                    |  |                     |  |                    

---

F-31

---



11.    INVESTMENTS IN UNLISTED ASSOCIATES

The principal associate is Crown Gold Recoveries (Pty) Ltd, a company incorporated in South Africa. The Group holds a 40% interest in this associate, which
it equity accounts.

|                                                              |                             | June 30,2003
$'000 |       
|------------------------------------------------------------- | --------------------------- | ------------------ | ------
|Opening carrying amount                                       |                             |                   |       
|Acquired during year through the sale of a subsidiary company |                             | 4,234              |       
|Net share of results in associates                            |                             | (4,234             | )     
|                                                              |                             |                    |       
|                                                              | Share of results before tax |                    | (4,208
|                                                              | Share of tax                |                    | (26   
|                                                              |                             |                    |       
|                                                              |                             |                    |       
|Closing carrying amount                                       |                             |                   |       
|                                                              |                             |                    |       

The
following has been recognised in the Statement of Operations in fiscal 2003:

|                                                 |  | $'000
|------------------------------------------------ |  | -----
|Equity in loss from associates                   |  | 4,234
|Impairment of loans to associates (refer note 4) |  | 5,218
|                                                 |  |      
|                                                 |  | 9,452
|                                                 |  |      

On
July 1, 2002 the Company sold 60% of its fully owned subsidiary company, Crown Gold Recoveries (Pty) Ltd to Khumo Bathong Holdings (Pty) Ltd in a transaction
consistent with the Company's black empowerment strategy (refer to Note 3). In the prior year the results of this company had been consolidated into the results of the Group. Effective
July 1, 2002 the Company's remaining 40% interest has been treated as an investment in an associate and equity accounted.

F-32

---

12.    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

|                               |  | June 30, 2003
$'000 |  | June 30, 2002
$'000
|------------------------------ |  | ------------------- |  | -------------------
|Trade accounts payable         |  | 35,638              |  | 36,250             
|Payroll and other compensation |  | 13,987              |  | 7,276              
|Other                          |  | 339                 |  | 2,336              
|                               |  |                     |  |                    
|                               |  | 49,964              |  | 45,862             
|                               |  |                     |  |                    

13.    DERIVATIVE INSTRUMENTS

|                                        |  | June 30, 2003
$'000 |   | June 30, 2002
$'000 |  
|--------------------------------------- |  | ------------------- | - | ------------------- | -
|Gold for electricity contract(a)        |  | (30,903             | ) | (80,174             | )
|Call positions bought(b)                |  | 6,563               |   |                    |  
|Interest rate swap agreement(c)         |  | (1,818              | ) |                    |  
|                                        |  |                     |   |                     |  
|                                        |  | (26,158             | ) | (80,174             | )
|                                        |  |                     |   |                     |  
|Disclosed under non-current liabilities |  | (17,169             | ) | (55,505             | )
|Disclosed under current liabilities     |  | (15,552             | ) | (24,669             | )
|Disclosed under current assets          |  | 6,563               |   |                    |  
|                                        |  |                     |   |                     |  
|                                        |  | (26,158             | ) | (80,174             | )
|                                        |  |                     |   |                     |  

---

F-33

---



14.    PROVISION FOR ENVIRONMENTAL REHABILITATION

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the Company has estimated that the total future costs for the mines,
in current monetary terms, will be $26.1 million (2002: $19.2 million). The costs associated with sealing off all potential water ingress points at the Durban Deep and West Wits Sections
have been included in the provisions for environmental rehabilitation. The estimates are prepared on an annual basis by the Company's Environmental Manager in terms of the rehabilitation plan. The
total calculated liability, based on units of production to date, for rehabilitation at June 30, 2003 is $24.6 million (2002: $17.9 million).

Amounts
have been contributed to irrevocable trusts (refer to Note 10) under the Company's control. The monies in the trust are invested primarily in interest bearing debt
securities and may be used only for environmental rehabilitation purposes. The Company intends to finance the ultimate rehabilitation
costs from the money invested with the trust funds as well as, at the time of mine closure, the proceeds on sale of remaining assets and gold from plant clean-up.

In
terms of the Company's accounting policy, the shortfall between the total estimate rehabilitation cost of $26.1 million and the provision of $24.6 million will be
accrued over the remaining proven and probable reserves of the respective mines, on a units of production basis.

F-34

---

15.    LONG-TERM LOANS

|                                                              |                                                                | June 30, 2003
$'000 |        | June 30, 2002
$'000 |       
|------------------------------------------------------------- | -------------------------------------------------------------- | ------------------- | ------ | ------------------- | ------
|These comprise loans from:                                    |                                                                |                     |        |                     |       
|Secured                                                       |                                                                |                     |        |                     |       
|                                                              | FBCF Equipment Finance Limited(a)                              |                     |       |                     | 882   
|                                                              | Industrial Development CorporationBlyvoor(b)                  |                     | 5,738  |                     |       
|                                                              | Industrial Development CorporationCrown(c)                    |                     |       |                     | 1,055 
|                                                              | Mineral Resources Development Company (Proprietary) Limited(d) |                     | 659    |                     | 1,420 
|                                                              | First National Bank Limited(e)                                 |                     | 84     |                     | 115   
|                                                              | Hire purchase creditors(f)                                     |                     | 35     |                     | 138   
|                                                              | Bank of South Pacific Limited(g)                               |                     | 1,603  |                     | 1,570 
|                                                              | JP Morgan Chase Bank(h)                                        |                     |       |                     | 6,625 
|Unsecured                                                     |                                                                |                     |        |                     |       
|                                                              | CAWMS Post Retirement Medical Liability(i)                     |                     | 1,479  |                     | 1,422 
|                                                              | J Aron and Company(j)                                          |                     | 6,412  |                     | 17,824
|                                                              | UBS AG(k)                                                      |                     | 4,785  |                     | 10,282
|                                                              | Convertible notes(l)                                           |                     | 61,422 |                     |      
|                                                              |                                                                |                     |        |                     |       
|                                                              |                                                                | 82,217              |        | 41,333              |       
|Less: Payable within one year shown under current liabilities |                                                                | (19,068             | )      | (15,965             | )     
|                                                              |                                                                |                     |        |                     |       
|Total long term liabilities                                   |                                                                | 63,149              |        | 25,368              |       
|                                                              |                                                                |                     |        |                     |       

---

The
terms and conditions, including interest rates, attaching to the above loans are given in the narrative below:

F-35

---







F-36

---



F-37

---



F-38

---



The
notes are presented in the consolidated balance sheet as follows:

June 30, 2003
$'000

June 30, 2002
$'000Original principal amount

66,000

Liability portion

49,382

Derivative portion(3)

16,618

Unamortized issuance costs(1)

(3,044
)
Interest accrued(2)

4,669

Interest payment

(1,980
)
Change in fair value of derivative portion(3)

(2,946
)Foreign exchange difference

(1,277
)
61,422

Consisting of

61,422

Liability portion

47,750

Derivative portion(3)

13,672




---



2003
$'000

2002
$'00030 June 2003



15,96530 June 2004

19,068

23,89530 June 2005

7,223

91930 June 2006

6,112

28930 June 2007

49,814

26582,217

41,333


F-39

---

The
Group has undrawn committed borrowing facilities of $3.0 million from the Industrial Development Corporation and bank overdraft facilities of $4.0 million of which
$3.9 million had been utilized at year end.

16.    STOCKHOLDERS' EQUITY



During the year ended June 30, 2001, the Company issued 19,320,000 no par value shares at market value to certain institutional investors in exchange for
gross cash proceeds of $14.8 million.

During
the year ended June 30, 2001, the Company issued 125,082 no par value shares at market value in respect of a further equity stake Dome NL.

During
the year ended June 30, 2001, the Company issued 8,000,000 no par value shares at market value for cash in order to settle its obligation to iProp Limited.

The
Company issued 350,000 market value ordinary shares to The Corner House (Pty) Limited for services rendered during 2001. The shares were recorded at their market value when issued,
aggregating $0.3 million.



During the year ended June 30, 2002, the Company issued 12,000,000 at market value no par value shares to certain institutional investors in exchange for
gross cash proceeds of $43.5 million.



During the year ended June 30, 2003, in a transaction consistent with its Black Empowerment strategy, the Company issued 4,794,889 shares at market value
no par value shares to Khumo Bathong Holdings (Pty) Ltd in exchange for gross cash proceeds of $6.8 million.



The terms of issue of the cumulative preference shares are that they carry the right, in priority to the Company's ordinary shares, to receive a dividend equal to
3% of the gross future revenue generated by
the exploitation or the disposal of the Argonaut mineral rights acquired from Randgold & Exploration Company Limited in September 1997.

If
the preference dividend described above in respect of any prescribed period is in arrears for more than six months at the date on which the notice convening a general meeting is
posted to the Company's members, the holder of the cumulative preference share shall be entitled to vote on all the resolutions which are to be proposed at the general meeting. The holders are also
entitled to vote if a resolution is to be proposed at the general meeting which adversely affects the rights attached to the cumulative preference shares, or the disposal of the whole or substantially
the whole of the undertaking of the Company or the whole or the greater part of the assets of the Company or for the disposal of the whole or greater part of the mineral rights. Additionally, holders
of the cumulative preference shares will obtain voting rights once the Argonaut Project becomes an operational gold mine. To date,

F-40

---

no
revenues have been derived from the Argonaut Project mineral rights and it has yet to be developed into an operational gold mine.

17.    PROFIT/(LOSS) PER SHARE

Profit/(loss) per share is calculated based on the profit/(loss) divided by the weighted average number of shares in issue during the year. Fully diluted
profit/(loss) per share is based upon the inclusion of potential common shares with a dilutive effect on profit/(loss) per share.

|                                                                              |  | For the year ended June 30, 2003
|----------------------------------------------------------------------------- |  | --------------------------------
|
|Basic profit per share                                                        |  |                                 
|Shares outstanding July, 1, 2002                                              |  |                                 
|Weighted average number of shares issued2003                                 |  |                                 
|                                                                              |  |                                 
|Profit available to stockholders                                              |  | 11,374                          
|                                                                              |  |                                 
|Fully diluted profit per share                                                |  |                                 
|Weighted average number of shares as per basic profit per share               |  |                                 
|Dilutive effect of shares underlying Convertible Notes                        |  | (2,598                          
|Weighted average dilutive number of shares underlying staff options allocated |  |                                 
|                                                                              |  |                                 
|Profit available to stockholders                                              |  | 8,776                           
|                                                                              |  |                                 

|                                                                 |  | For the year ended June 30, 2002 |  
|---------------------------------------------------------------- |  | -------------------------------- | -
|Basic and fully diluted loss per share                           |  |                                  |  
|Shares outstanding July 1, 2001                                  |  |                                  |  
|Weighted average number of shares issued2002                    |  |                                  |  
|                                                                 |  |                                  |  
|Loss available to stockholders                                   |  | (51,709                          | )
|                                                                 |  |                                  |  
|Anti-dilutive shares (shares underlying staff options allocated) |  |                                  |  
|                                                                 |  |                                  |  

|                                                                 |  | For the year ended June 30, 2001 |  
|---------------------------------------------------------------- |  | -------------------------------- | -
|Basic and fully diluted loss per share                           |  |                                  |  
|Shares outstanding July 1, 2000                                  |  |                                  |  
|Weighted average number of shares issued2001                    |  |                                  |  
|                                                                 |  |                                  |  
|Loss available to stockholders                                   |  | (84,481                          | )
|                                                                 |  |                                  |  
|Anti-dilutive shares (shares underlying staff options allocated) |  |                                  |  
|                                                                 |  |                                  |  

F-41

---

The
Company has authorised but not issued 10,000,000 Durban Deep "C" options at an exercise price of R15 per ordinary share which are exercisable at any time during the period from the
date on which the option is issued to a date not later than five years from the date of issue.

There
is no dilution in loss per share for the fiscal years ended June 30, 2002 and 2001 as the effect of dilutive securities in issue would have been anti-dilutive as
the Company recorded losses for each of the two years.

18.    EMPLOYEE BENEFIT PLANS

Pension and provident funds

The Group participates in a number of industry-based retirement plans. All plans are governed by the Pension Funds Act, 1956. All the pension funds are
actuarially valued at intervals of not more than three years using the projected benefit valuation basis. All pension funds have been valued during the last three years and were certified to be in a
sound financial position. The provident funds are funded on the "money accumulative basis" with the members' and Company's contributions having been fixed in the constitutions of the funds.

The
majority of the Group's employees are covered by the above-mentioned funds. Fund contributions by the Group for the year ended June 30, 2003 amounted to $6.4 million
(year ended June 30, 2002: $4.9 million; year ended June 30, 2001: $5.7 million).

Post-retirement benefits other than pensions

Prior to the Company's acquisition of Blyvooruitzicht Gold Mining Company Limited, skilled workers (clerical workers and mine management) at that operation
participated in multi-employer plans, which paid certain medical costs. Employer contributions were determined on an annual basis by the funds. Qualifying dependants received the same benefits as
active employees. This benefit was no longer offered to employees joining subsequent to the acquisition.

Currently,
no post-retirement benefits are available to workers who are not part of the above multi-employer plans.

A
subsidiary of the Company has voluntarily accepted liability for certain post-retirement medical benefits of employees who were members of various medical schemes arranged
by the Company. The fixed amount, which was determined based on negotiations between the Company and the fund, is payable over the next five years, bears no interest and is unsecured. (See
note 15(i)). The full cost of $1.8 million was expensed in fiscal 2002 in the Statement of Operations.

Long service awards

The Group participates in the Chamber of Mines of South Africa Long Service Awards Scheme or the Scheme. The Scheme does not confer on any employee or other
persons any right of payment of any award. In terms of the scheme, bonus payments may be made to certain employees, usually semi-skilled, upon reaching the age of 55, who have completed
15 years of continuous service in South African gold mining companies which are members of the Chamber of Mines of South Africa and the

F-42

---

Employment
Bureau of Africa, provided such service is not pensionable service. The Scheme lays down the rules under which an employee may be eligible for the award. The award is paid by the company
for which the employee works upon becoming eligible for the award and electing to receive payment. All awards must be confirmed by the Chamber of Mines of South Africa before payment. The amount of
the award is based on both the employee's skill level and years of service with qualified gold mining companies. Due to the nature of the award and the uncertainty surrounding the ultimate payment of
the award by the Company, no provision is made for any potential payment. During fiscal 2003, the Company expensed $0.1 million related to the long service awards (fiscal 2002:
$0.1 million).

Share option plan

(a)    Details of scheme

The Company has an Employee Share Option Scheme, or ESOS under which all employees may be granted options to purchase shares in the Company's authorized, but
unissued common stock. Unissued shares that have been reserved for the ESOS may not exceed 15% of the number of issued ordinary and preferred ordinary shares.

On
October 24, 1997, the terms of the ESOS were amended. The amended terms applied to options outstanding at the date of the amendment and options to be issued thereafter. The
exercise price of options is the lowest seven day trailing average of the closing market prices of an ordinary share on the Johannesburg Securities Exchange, or JSE, as confirmed by the Company's
directors, during the three months preceeding the day on which the employee is granted the option. Prior to the amendment, the exercise price was the closing JSE market price on the day preceding the
grant date of the option. The vesting period for options is determined by the directors.

All
options expire ten years after grant date.

During
the fiscal years 1998 to 2003, the Company issued options, one quarter of which were exercisable six months after grant date, a further quarter of which are exercisable twelve
months after

F-43

---

grant
date and a further quarter of which are exercisable annually thereafter. Share options activity in respect of these options was as follows:

|                         |  | Outstanding |   |       |  |          
|------------------------ |  | ----------- | - | ----- |  | ---------
|
|
|
|Balance at June 30, 2000 |  | 7,879,753   |   | 8.88  |  | 2,890,938
|Granted                  |  | 6,244,000   |   | 6.30  |  |          
|Exercised                |  | (1,333,750  | ) | 7.06  |  |          
|Forfeited/lapsed         |  | (977,750    | ) | 8.72  |  |          
|                         |  |             |   |       |  |          
|Balance at June 30, 2001 |  | 11,812,253  |   | 7.73  |  | 4,712,250
|Granted                  |  | 3,067,370   |   | 13.28 |  |          
|Exercised                |  | (8,599,321  | ) | 7.95  |  |          
|Forfeited/lapsed         |  | (679,938    | ) | 8.88  |  |          
|                         |  |             |   |       |  |          
|Balance at June 30, 2002 |  | 5,600,364   |   | 10.30 |  | 199,000  
|Granted                  |  | 3,113,500   |   | 23.04 |  |          
|Exercised                |  | (2,055,944  | ) | 8.26  |  |          
|Forfeited/lapsed         |  | (1,012,863  | ) | 11.85 |  |          
|                         |  |             |   |       |  |          
|Balance at June 30, 2003 |  | 5,645,057   |   | 17.62 |  | 931,205  
|                         |  |             |   |       |  |          

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2003 at exercise prices
which exceeded the market price of the stock on grant date was Rnil (2002: Rnil; 2001: R1.90). The weighted average grant date fair value of the above options granted in 2003 at exercise prices, which
were less than the market price of the stock on grant date, was R8.07 (2001: R15.43; 2000: R2.96).

The
grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

|                         |  | 2003  |   | 2002  |   | 2001  |  
|------------------------ |  | ----- | - | ----- | - | ----- | -
|Expected life (in years) |  | 4     |   | 4     |   | 4     |  
|Risk free interest rate  |  | 10.74 | % | 11.19 | % | 12.59 | %
|Volatility               |  | 47    | % | 46    | % | 70    | %
|Dividend yield           |  | 0     | % | 0     | % | 0     | %

F-44

---

During
fiscal 1998, the Company also issued certain options which were exercisable immediately, but which vested over a period of twelve months. Share options activity in respect of
these options was as follows:

|                         |  | Outstanding |   | Exercisable
|------------------------ |  | ----------- | - | -----------
|
|Balance at June 30, 2000 |  | 45,250      |   | 7.00       
|Exercised                |  | (10,000     | ) | 7.00       
|Forfeited/lapsed         |  | (11,000     | ) | 7.00       
|                         |  |             |   |            
|Balance at June 30, 2001 |  | 24,250      |   | 7.00       
|Exercised                |  | (20,000     | ) | 7.00       
|Forfeited/lapsed         |  | (1,250      | ) | 7.00       
|                         |  |             |   |            
|Balance at June 30, 2002 |  | 3,000       |   | 7.00       
|Exercised                |  |             |   |            
|Forfeited/lapsed         |  | (3,000      | ) | 7.00       
|                         |  |             |   |            
|Balance at June 30, 2003 |  |            |   |           
|                         |  |             |   |            

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 was R2.67. These
options had an exercise price equal to the market price of the stock on grant date.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

|                         |  | 1998  |  
|------------------------ |  | ----- | -
|Expected life (in years) |  | 1     |  
|Risk free interest rate  |  | 15.25 | %
|Volatility               |  | 85    | %
|Dividend yield           |  | 0     | %

F-45

---

During
1998, the Company also issued certain options which vested and were exercisable six months after grant date. Share options activity in respect of these options was as follows:

|                         |  | Outstanding |   | Exercisable
|------------------------ |  | ----------- | - | -----------
|
|Balance at June 30, 2000 |  | 293,000     |   | 10.69      
|Forfeited/lapsed         |  | (21,000     | ) | 11.10      
|                         |  |             |   |            
|Balance at June 30, 2001 |  | 272,000     |   | 10.66      
|Exercised                |  | (248,500    | ) | 10.61      
|Forfeited/lapsed         |  | (23,500     | ) | 11.10      
|                         |  |             |   |            
|Balance at June 30, 2002 |  |            |   |           
|                         |  |             |   |            

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 at exercise prices
which exceeded the market price of the stock on grant date was R2.54. The weighted average grant date fair value of the above options granted in 1998 at exercise prices, which were less than the
market price of the stock on grant date, was R8.90.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

|                         |  | 1998  |  
|------------------------ |  | ----- | -
|Expected life (in years) |  | 1     |  
|Risk free interest rate  |  | 14.22 | %
|Volatility               |  | 85    | %
|Dividend yield           |  | 0     | %

During
2001, the Company also issued certain options which vested immediately. Share option activity in respect of these options was as follows:

|                         |  | Outstanding |   | Exercisable
|------------------------ |  | ----------- | - | -----------
|
|Balance at June 30, 2000 |  |            |   |           
|Granted                  |  | 3,200,000   |   | 6.18       
|Exercised                |  | (3,200,000  | ) | 6.18       
|                         |  |             |   |            
|Balance at June 30, 2001 |  |            |   |           
|                         |  |             |   |            

F-46

---

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2001 at exercise prices,
which were less than the market price of the stock on grant date, was R3.02.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

2001Expected life (in years)

0.1Risk free interest rate

11.08
%Volatility

72
%Dividend yield

0
%


During
2001, the Company also issued certain options, 51% which were exercisable immediately and the remainder after 6 months. Share options activity in respect of these options
was as follows:

|                         |  | Outstanding |   |      |  |  
|------------------------ |  | ----------- | - | ---- |  | -
|
|
|
|Balance at June 30, 2000 |  |            |   |     |  | 
|Granted                  |  | 2,345,000   |   | 4.52 |  |  
|Exercised                |  | (1,200,000  | ) | 4.52 |  |  
|                         |  |             |   |      |  |  
|Balance at June 30, 2001 |  | 1,145,000   |   | 4.52 |  | 
|Exercised                |  | (1,145,000  | ) | 4.52 |  |  
|                         |  |             |   |      |  |  
|Balance at June 30, 2002 |  |            |   |     |  | 
|                         |  |             |   |      |  |  

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2001 at exercise prices,
which were less than the market price of the stock on grant date, was R2.98.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2001Expected life (in years)

0.5Risk free interest rate

11.23
%Volatility

72
%Dividend yield

0
%


F-47

---

During
2002, the Company issued certain options, 25% which were exercisable immediately and the remaining 75% in equal tranches after 6, 12, 24 and 36 months. Share options
activity in respect of these options was as follows:

|                         |  | Outstanding |   | Exercisable
|------------------------ |  | ----------- | - | -----------
|
|Balance at June 30, 2001 |  |            |   |           
|Granted                  |  | 1,000,000   |   | 15.81      
|Exercised                |  | (62,500     | ) | 15.81      
|                         |  |             |   |            
|Balance at June 30, 2002 |  | 937,500     |   | 15.81      
|Granted                  |  |            |   |            
|Exercised                |  | (227,125    | ) | 15.81      
|Forfeited/lapsed         |  | (78,750     | ) | 15.81      
|                         |  |             |   |            
|Balance at June 30, 2003 |  | 631,625     |   | 15.81      
|                         |  |             |   |            

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices,
which were less than the market price of the stock on grant date, was R19.08.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2002Expected life (in years)

3Risk free interest rate

12.58
%Volatility

49.7
%Dividend yield

0
%


F-48

---

During
2002, the Company issued certain options, which were exercisable immediately. Share options activity in respect of these options was as follows:

|                         |  | Outstanding |   | Exercisable
|------------------------ |  | ----------- | - | -----------
|
|Balance at June 30, 2001 |  |            |   |           
|Granted                  |  | 611,000     |   | 8.37       
|Exercised                |  | (591,708    | ) | 8.37       
|Forfeited/lapsed         |  | (10,000     | ) | 8.37       
|                         |  |             |   |            
|Balance at June 30, 2002 |  | 9,292       |   | 8.37       
|Granted                  |  |             |   |            
|Exercised                |  | (9,292      | ) | 8.37       
|                         |  |             |   |            
|Balance at June 30, 2003 |  |            |   |           
|                         |  |             |   |            

For
the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices,
which were less than the market price of the stock on grant date, was R6.20.

The
grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2002Expected life (in years)

0Risk free interest rate

12.79
%Volatility

23.42
%Dividend yield

0
%


F-49

---

The
following tables summarize information relating to all employee stock options outstanding at June 30, 2003:

Tables
are denominated in South African Rands, or R, where applicable:

|                            |  | Outstanding |  | Exercisable
|--------------------------- |  | ----------- |  | -----------
|
|
|Range of exercise price (R) |  |             |  |            
|R 3.11 to R 4.68            |  | 246,150     |  | 7.58       
|R 4.69 to R 6.99            |  | 613,053     |  | 7.29       
|R 7.00 to R 10.50           |  | 562,625     |  | 6.90       
|R 10.51 to R 14.35          |  | 30,000      |  | 7.37       
|R 14.36 to R 27.55          |  | 3,758,154   |  | 9.32       
|R 27.56 to R 36.08          |  | 1,066,700   |  | 9.23       
|                            |  |             |  |            
|                            |  | 6,276,682   |  |            
|                            |  |             |  |            

(b)    Pro-forma information

The Company has elected to follow APB Opinion No. 25 "Accounting for Stock Issued to Employees". $4,312,759 of stock-based compensation cost was recognized
as an expense in the year ended June 30, 2003 (June 30, 2002: $2,503,571; June 30, 2001: $2,933,625).

Pro-forma
information regarding net income and earnings per share is required by SFAS No. 123. This information is required to be determined as if the Company had
accounted for its employee stock options, granted subsequent to December 31, 1995, under the fair value method of that statement. The fair value of options granted in 2003, 2002 and 2001
reported below has been estimated at the date of grant using a Black Scholes option pricing model with the weighted average assumptions referred to above.

The
Black Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition,
option valuation models required the input of highly subjective assumptions including the expected stock price volatility. Because the Company's options have characteristics significantly different
from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not
necessarily provide a reliable single measure of the fair value of its options.

F-50

---



For purposes of pro-forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's
pro-forma information follows (thousands except for earnings per share information):

|                                                               |  | Year ended
June 30, 2003 |  | Year ended
June 30, 2002 |   | Year ended
June 30, 2001 |  
|-------------------------------------------------------------- |  | ------------------------ |  | ------------------------ | - | ------------------------ | -
|Net profit/ (loss) attributable to common stockholders ($'000) |  |                          |  |                          |   |                          |  
|as stated ($'000)                                             |  | 11,374                   |  | (51,709                  | ) | (84,481                  | )
|pro-forma ($'000)                                             |  | 10,826                   |  | (51,981                  | ) | (86,184                  | )
|Basic profit/ (loss) per share                                 |  |                          |  |                          |   |                          |  
|as stated (cents)                                             |  | 6                        |  | (32                      | ) | (63                      | )
|pro-forma (cents)                                             |  | 6                        |  | (32                      | ) | (64                      | )
|Diluted profit/ (loss) per share                               |  |                          |  |                          |   |                          |  
|as stated (cents)                                             |  | 4                        |  | (32                      | ) | (63                      | )
|pro-forma (cents)                                             |  | 4                        |  | (32                      | ) | (64                      | )

The
impact on pro-forma net income and earnings per share in the table above may not be indicative of the effect in future years. The Group continues to grant stock options
to new employees. This policy may or may not continue.

19.    FAIR VALUE OF FINANCIAL INSTRUMENTS



The carrying value of cash and cash equivalents approximates their fair value due to the short term maturity of these deposits. In addition, the Group minimizes
its credit risk by placing cash and cash equivalents with major banks and financial institutions located in South Africa, after evaluating the credit ratings of the respective financial institutions.
The Group believes that no concentration of credit risk exists in respect of cash and cash equivalents.



In the normal course of its operations, the Group is exposed to commodity price, currency, interest, liquidity and credit risks. Among other reasons, the Company
entered into transactions, which make use of derivative instruments to economically hedge certain exposures. These instruments include forward contracts, gold lease rate swaps and options. The
decision to use these types of transactions is based on the Company's hedging policy. Although most of these instruments are used as economic hedges, none of them qualify for hedge accounting and,
consequently, all of these instruments are marked-to-market through statements of operations in accordance with SFAS 133. Currently, the Company has no positions that
meet the criteria for the normal purchase/normal sale exemption under SFAS 133, Accounting for Derivative Instruments and Hedging Activities.



The market price of gold has a significant effect on the Company's results of operations, its ability and the ability of its subsidiaries to pay dividends and
undertake capital expenditures, and the market

F-51

---

price
of its ordinary shares and ADSs. Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which the Company has no control. The aggregate effect of
these factors on the gold price is impossible for the Company to predict. The price of gold may not remain at a level allowing the Company to economically exploit its reserves. It is not the Company's
policy to hedge this commodity price risk.

Until
May 2002 the Company used forwards, options and swaps to reduce its risk exposure to volatility in the gold price. The total gold production committed under the Company's
hedging program as of July 1, 2001 was 802,625 ounces over a three-year period. Consequently, the Company's shareholders were exposed to opportunity loss as a result of an increase
in the price of gold.

During
fiscal 2002, the Company's management reached the conclusion that its hedge book structure would make it difficult for it to accomplish its strategy of providing its investors
with exposure to movements in the price of gold, as gains from increases in the price of gold would be offset against potential losses on the forward contracts.

As
a result of this decision, in May 2002 the Company entered into equal and opposite positions of all outstanding derivatives (excluding the embedded "gold for electricity"
contract) to effectively close them out and eliminate any existing commitment to sell its gold production. The loss that the Company realized on the existing positions was $72.8 million. The
various counterparties, J.P. Morgan Chase Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under the restructuring immediately in cash, which
amounted to approximately $38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period. Thus, these are treated as
long-term loans. Of this amount, $6.6 million due to J.P. Morgan Chase Bank was secured by a general notarial covering bond and surety mortgage over the metallurgical plants of the
Blyvoor, West Wits and Buffels Sections and was due to be repaid by June 2003. The Company repaid the full amount to J.P. Morgan Chase Bank on March 26, 2003 and obtained a release of
these assets. During the September 2003 quarter, both J. Aron & Company and UBS AG were paid in full.



In October 2000 the Company entered into a five year contract to buy electricity from Eskom. Under the terms of the Company's agreement, the Company pays
Eskom standard electricity tariff for all energy it consumes, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October the Company
adjusts the amounts paid in that period in accordance with an established formula based on the gold price.

The
gold price adjustment is based on the notional amount of 15,000 ounces of gold per month multiplied by the difference between the contracted gold price, which is the price that was
agreed on the date of the transaction for a determined period, and the arithmetic average of London PM fix for each business day in the calculation period.

This
contract expires in September 2005.

The
Company concluded that (1) the contract in its entirety does not meet the definition of a derivative instrument and therefore it does not have to be carried on the balance
sheet at fair value

F-52

---

(2) the
embedded gold for electricity forward contract possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and
(3) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. Accordingly, the embedded derivative was separated from the host contract and carried at
fair value.

As
discussed in note 13 to the financial statements, the fair value of the gold for electricity contract was a liability of $30.9 million as at June 30, 2003 (2002:
a liability of $80.2 million). The fair value reflects the difference between the price that was agreed on the date of the transaction and the forward price on June 30, 2003. Therefore,
the $30.9 million reflects the loss as at June 30, 2003 when the gold price was R2,585 per ounce against an average contract price of R2,182 per ounce. If the
spot-Rand-gold price is trading above the strike price of the Gold-for-electricity swap, the instrument has a negative value and will result in the
Company paying Eskom. Similarly, if the spot-Rand-gold price is trading below the strike price of the Gold-for-electricity swap, Eskom would pay the
Company.

For the year ending
June 30,2004

2005

2006Gold for electricity contract (by maturity)Ounces (notional)

180,000

180,000

45,000Average price (R/ounce)

2,176.00

2,240.00

2,256.00


The
above table reflects the number of ounces committed and the average contract price over the remaining period of the contract.

A
forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until
settlement, which normally takes place at maturity date. In the case of the gold for electricity contract signed with Eskom, the gold for electricity swap has to be net cash settled.

For the year ending
June 30, 2004Put options bought (by maturity)Ounces

14,000Average price (R/ounce)

1,990.00


Put
options bought refer to the right, but not the obligation to sell a predetermined amount of gold at a predetermined price on a predetermined date. The fair value of these instruments
as at June 30, 2003 was nil.

F-53

---

Other
positions:

The
Company has entered into the following transactions which have been accounted for in the financial statements on a mark-to-market basis and which mature in
the financial years indicated.

For the year ending
June 30,
2004Gold lease rate swaps (by maturity)Volume (ounces)

109,875Rate

0.20
%


A
gold lease rate swap is a contract whereby the Comany and a counterparty select a notional amount of gold, and thereafter over the life of the contract one party pays a fixed lease
rate based on that amount of gold and the other party pays a floating lease rate based on the same amount of gold.

The
Company has exposure to increases in the three-month lease rate up to June 2004. The volume the swap is based on decreases every quarter until it reaches zero (by
June 2004). Every quarter the Company receives a fixed cash flow equal to 0.2% per annum of the volume and $280/oz, and pays the three-month floating lease rate converted at the then market
spot rate. The fair value of the gold lease rate swaps as at June 30, 2003 was a liability of $0.2 million (2002: a liability of $0.4 million).

For the year ending
June 30,2004

2005

2006Call position bought (by maturity)Volume (ounces)

95,785

45,060

11,265Average price (R/ounce)

3,059

2,240

2,265


During
the financial year the Company bought call options as a risk management tool to protect the maximum exposure on the gold for electricity contract. Options covering a total of
272,110 ounces were purchased for $14.9 million. These contracts expire by September 2005

The
fair value of the call positions bought was an asset of $6.6 million as at June 30, 2003.



The Company believes that the Group's financial instruments do not represent a concentration of credit risk, because the Group deals with a variety of major banks
and financial institutions located in South Africa and Australia, after evaluating the credit ratings of the representative financial institutions. Furthermore, its debtors and loans are regularly
monitored and assessed for recoverability. Where it is appropriate to raise a provision, an adequate level of provision is maintained.

In
addition, the Group's South African operations all deliver their gold to Rand Refinery Limited which refines the gold to saleable purity levels and then sells the gold, on behalf of
the Group, on the bullion market. The gold is sold by Rand Refinery on the same day as it is delivered and settlement is

F-54

---

made
within two days. Once the gold has been delivered to Rand Refinery, the risks and rewards of ownership have passed.

The
Australasian operations deliver their gold to one customer, N M Rothschild and receive proceeds within two days. The concentration of credit risk in Australia is mitigated by the
reputable nature of the customer and the settlement of the proceeds within two days.



The Group's functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations it is the Papua New Guinea
Kina. Although gold is sold in Dollars, the Company is obliged to convert this into Rands for its South African operations in terms of SARB regulations. The Company is thus exposed to fluctuations in
the Dollar/South African Rand exchange rate. The Company conducts its operations in South Africa and Papua New Guinea. Currently, foreign exchange fluctuations affect the cash flow that it will
realize from its operations as gold is sold in Dollars while production costs are incurred primarily in Rands and Papua New Guinean Kina. The Company's results are positively affected when the Dollar
strengthens against these foreign currencies and adversely affected when the Dollar weakens against these foreign currencies. The Company's cash and cash equivalent balances are held in Dollars, Rands
and Papua New Guinean Kina; holdings denominated in other currencies are relatively insignificant. Certain of the Company's financial liabilities are denominated in a currency other than the Rand
(refer to note 15). The Company is thus exposed to fluctuations in the Rand with the relevant currency. The Company has not entered into any foreign exchange hedging contracts to attempt to
mitigate its foreign currency risk.



Fluctuations in interest rates impact on the value of short term cash investments and financing activities, giving rise to interest rate risks.

In
the ordinary course of business, the Group receives cash from its operations and is required to fund working capital and capital expenditure requirements. This cash is managed to
ensure surplus funds are
invested in a manner to achieve maximum returns while minimizing risks. Funding deficits for the Group's mining operations have been financed through the issue of additional shares and external
borrowings. Lower interest rates result in lower returns on investment and deposits and also may have the effect of making it less expensive to borrow funds at then current rates. Conversely, higher
interest rates result in higher interest payments on loans and overdrafts.



An interest rate swap agreement was entered into in November 2002 to manage the exposure to changes in interest rates with regard to the interest payable
on the convertible notes (refer to note 15). The fixed interest rate (in US dollars) was swapped for a floating South African interest rate, calculated at the Johannesburg Inter Bank Acceptance
Rate, or JIBAR, plus 0.2% per annum.

As
discussed in note 13 to the financial statements, the fair value of the interest rate swap agreement was a liability of $1.8 million as at June 30, 2003.

F-55

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The following table represents the carrying amounts and fair values of the Group's financial instruments outstanding at June 30.

The
fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or
liquidation sale.

|                                       |  | June 30, 2003
$'000
Carrying
amount |  | June 30, 2003
$'000
Fair value |  | June 30, 2002
$'000
Carrying
amount |  | June 30, 2002
$'000
Fair value
|-------------------------------------- |  | ----------------------------------- |  | ------------------------------ |  | ----------------------------------- |  | ------------------------------
|Financial assets                       |  |                                     |  |                                |  |                                     |  |                               
|Cash and cash equivalents              |  | 44,423                              |  | 44,423                         |  | 23,852                              |  | 23,852                        
|Accounts receivable                    |  | 23,805                              |  | 23,805                         |  | 12,213                              |  | 12,213                        
|Financial assets                       |  | 6,563                               |  | 6,563                          |  |                                    |  |                              
|Listed investments                     |  | 7,927                               |  | 7,927                          |  | 149                                 |  | 149                           
|Investment in environmental trusts     |  | 17,903                              |  | 17,903                         |  | 12,143                              |  | 12,143                        
|Financial liabilities                  |  |                                     |  |                                |  |                                     |  |                               
|Accounts payable and other liabilities |  | 49,964                              |  | 49,964                         |  | 45,862                              |  | 45,862                        
|Bank overdrafts                        |  | 3,897                               |  | 3,897                          |  | 532                                 |  | 532                           
|Financial liability                    |  | 32,721                              |  | 32,721                         |  | 80,174                              |  | 80,174                        
|Long term debt                         |  |                                     |  |                                |  |                                     |  |                               
|long term portion                     |  | 63,149                              |  | 63,149                         |  | 25,368                              |  | 25,368                        
|short term portion                    |  | 19,068                              |  | 19,068                         |  | 15,965                              |  | 15,965                        

The
carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and short term borrowings approximates their fair values due to the short
term maturities of these assets and liabilities.

The
fair value of listed investments has been determined by reference to the market value of the underlying investments. The investment in the environmental trusts is invested primarily
in interest bearing securities, which approximate their fair value.

20.    COMMITMENTS AND CONTINGENT LIABILITIES

June 30, 2003
$'000

June 30, 2002
$'000Capital expenditure commitments:Contracted but not provided for in the financial statements

13,299

550Authorized by the directors but not contracted for

9,724

2,13023,023

2,680


F-56

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The South African Revenue Service is currently concluding a review of the company's employees tax and value-added tax compliance. The reviews cover the period
from March 1997 to February 2002. Any non-compliance with the provisions of the South African Income Tax Act or Value-Added Tax Act could result in assessments being raised
against the company. Management is unable to determine the quantum, if any, of any such assessments at this stage.



In past years, the Company received financial assistance in the form of pumping subsidies from the South African Government for the removal of extraneous water
from its underground mine workings. The South African government withdrew this assistance effective April 1, 1998. The Company expects that progressive flooding at its Durban Deep and West Wits
Sections will eventually cause the discharge of polluted water to the surface and to local water sources. However, at this time, water has not begun to flood to the surface at these Sections. The
Company has ceased operations at these Sections.

The
Durban Deep Section is located within the geographical area known as the central basin which stretches from the Durban Deep Section in the west to ERPM in the east. ERPM currently
has an active pumping program in place and also a program to seal all points of water ingress which are not currently in use. This program has been substantially completed. Most of the mining and
pumping in this geographical area has ceased. As a result, the entire basin is experiencing flooding. The Company has developed a program, in close collaboration with the Department of Minerals and
Energy, to progressively seal off all potential ingress points at the Durban Deep Section and this program is substantially underway. The Company anticipates that this program will be completed by
May 2005. The Company estimates that if ERPM were to cease pumping entirely, water would begin to flood to the surface in the Central Basin within seven years which would have an immediate
impact on the surrounding areas.

The
West Wits Section is located in the geographical area known as the western basin. There is no hydraulic continuity between the western basin and the central basin. Water has already
begun to flood to the surface in this area from other neighboring mining operations. However, there has been no flooding of water to the surface on any of the Company's properties located in the
western basin. This water is of poor quality, containing heavy metals, sulphates and other pollutants.

Because
of this, the Department of Water Affairs and Forestry, or DWAF, requires that this water be temporarily directed into Robinson Lake to prevent it from reaching the
Tweelopiesspruit, which is a local stream. If the water were to reach this stream, it could pollute the neighboring communities, the Krugersdorp Game Reserve and the Sterkfontein Caves located nearby.
A forum on which the Company is represented has been established in consultation with DWAF, the Department of Minerals and Energy, the Department of Agriculture, Conservation, Environment and Land and
other neighboring mining operations to address and manage the impact of the current flooding in the area. Similar to the Durban Deep Section, the Company has developed a program to progressively seal
all potential ingress points at the West Wits Section. The Company anticipates that this program will also be completed by May 2005.

F-57

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The
sealing of all potential ingress points at these operations will be a permanent measure. All plugs used have been approved by the Department of Minerals and Energy which also
performs periodic inspections during the sealing phase to monitor progress. However, despite these sealing programs, naturally occurring water conduits and other geological features which are not mine
related and may not be located on mine property will allow surface water, especially storm runoff, to reach underground aquifers. This will eventually cause water levels to rise and allow polluted
water to discharge to the surface.

Due
to the sources of flooding and the potential number of parties involved, the Company cannot estimate the amount of any potential liability attributable to it. However, in the event
of joint and several liability, the amounts could be significant.

The
Blyvoor Section has its own unique environmental risks, due to its dolomitic geology and geohydrology, sinkholes and subsidences which require remediation using appropriate
cost-effective filling techniques. The Blyvoor Section is an active mining operation and pumps water to the surface in the amount of 460,000 cubic feet per day. Most of this water is
discharged into the Wonderfontein Spruit, which is a local stream. Water from the Doornfontein mine is also discharged into the Grootdraai Dam. Several other neighboring mining operations also
discharge water into this area. The surrounding area comprises agricultural land and mining towns. The consequence of this pumping could be that ground water, streams and wetlands become polluted.
Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in the dolomitic formations. As the water reaches the
surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. The Blyvoor Section is currently in operation and monitors all water discharge as
required by its environmental
management program. This water is known as "fissure water" and is generally of good quality. Therefore, the Company believes that the contribution of this "fissure water" to water pollution in the
area is minimal. The Company is also considering a plan to purify a portion of the water to potable standards for its own use at the Blyvoor Section.

The
Company has not conducted an assessment of the full scope of such potential environmental damage. This is because the impact of the Company's discharge cannot be addressed without
addressing the impact from the discharge of other neighboring mining operations. These include operations owned by Harmony Gold Mining Company Limited, AngloGold Limited and Gold Fields Limited. The
Far West Rand Dolomitic Water Association, of which all mining operations in the area are members, has undertaken two studies. One study addresses the methodologies proposed for filling in sinkholes
and subsidences and was completed in January 2003. The second study, will address the impact of the flooding on the dolomitic aquifers when mining in the area ceases. This study has been
commissioned and is being planned by Dr. Frank Winde and is scheduled to be completed by the end of 2004.

In
addition to purifying the water for its own use, the Company repairs all sinkholes, in accordance with industry and government standards, as they form on its property. Sinkholes which
form outside of the Company's property are repaired by the Far West Rand Dolomitic Water Association. Surface rehabilitation is also currently underway.

F-58

---

The
Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river
system. The discharging of tailings into riverine and marine systems in Papua New Guinea is an acceptable practice due to the seismic instability of the area and the dangers this poses for the
stability of conventional tailings dams. Due to the fact that ore mined at the Tolukuma Section, and the surrounding land in general, is high in mercury, the potential does exist that levels of
mercury discharged into the river system might expose the Company to criminal liability under Papua New Guinea legislation. As a result of an internal study of the Tolukuma Section in 2000 and in
order to ensure that mercury discharges remain within allowable limits the following program is being followed:



Lead,
mercury, cyanide and arsenic occur naturally in the ore processed at the Tolukuma Section. The Company's operations in South Africa do not mine mercury, lead or arsenic rich ores.
Therefore, the Company does not discharge these heavy metals into any riverine system in South Africa. Cyanide is associated with the mining process and is discharged into the riverine system as a
result of the inability of the Company to use conventional tailings dams. In South Africa, the Company does not discharge cyanide into riverine systems. Prior to discharge, the cyanide is degraded in
a detoxification process and levels are monitored daily.

Through
visits with local communities by mine staff members, the Company has become informed that communities located downstream from the Tolukuma Section do not generally use water from
the Auga/Angabanga river system for consumption as these communities rely on water from creeks, tributaries and strategically placed wells, many of which the Company has provided, and the Company is
not aware of any adverse health effects on communities associated with the Tolukuma Section. Furthermore, the Company is not aware of any scientific or engineering report that states that the level of
mercury discharges from the Tolukuma Section into the Auga/Angabanga river system is harmful to human life. In November 2002, Oxfam Community Aid Abroad released their "Mining Ombudsman Annual
Report 2001-2002" which the Company believes made inaccurate and unsubstantiated references to mercury output and other findings contained in an internally prepared study on the Tolukuma
Section done in 2000. This study was not conclusive on the mercury output at the Tolukuma Section and the results of this study were not scientifically tested. As discussed above, the Company
increased its environmental management systems in response to this study.

Two
water quality and geochemical investigations were conducted by an independent consultant in July 2000 and June 2002. These investigations concluded that there was
little difference between mercury concentrations in mining sediment from the Tolukuma Section being dumped into the Auga/

F-59

---

Angabanga
river system and the naturally occurring sediments in the area. Although mercury is detectable in the mining derived sediments immediately adjacent to the discharge point, these levels are
immediately diluted to levels below detectable limits upon mixing with the Alabule River. This area consists of steep gorges and fast, turbid currents. The result is a high dilution of mining
sediments and, therefore, a negligible impact on the lower Angabanga floodplain and oxbow lakes which are located downstream from the Tolukuma Section.

An
additional study took place during June of 2003, the results of which are still pending. Additionally, a comprehensive monitoring program has been undertaken in accordance with the
Company's approved Environmental Management and Monitoring Program which addresses water quality, population dietary surveys and aquatic fauna and metals-in-tissue surveys.
These surveys are being conducted in the last quarter of calendar 2003. During March 2003 an environmental audit was concluded at the Tolukuma Section which found the operations to be in
substantial compliance with applicable Papua New Guinea legislation, the Company's environmental plan and the Environmental Management and Monitoring Program. Therefore, the Company is unable to
provide an assessment of its exposure to loss.



The Company's rights to own and exploit its mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which the mineral
properties are located. Currently, a significant portion of the Company's mineral reserves and deposits are located in South Africa.

In
October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by parliament in
June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be sometime in 2004. Until then the existing regulatory regime for mineral rights
will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

The
Act vests custodianship of South Africa's mineral resources in the State which will issue prospecting rights or mining rights to applicants in the future. The existing common law
prospecting, mining and mineral rights will cease to exist but transitional arrangements are provided in order to give holders of existing rights the opportunity to acquire new rights.

The
implementation of the Act may result in significant adjustment to the Company's property ownership structure, which could have a material adverse effect on its financial condition
and results of operations.

Where
the Company holds mineral rights and mining authorizations and conducts mining operations on the date on which the Act comes into effect, it will be able, within five years from
the date of effectiveness of the Act, to submit the old rights and authorizations for conversion to a new mining right. It will need to submit a mining work program to substantiate the area and period
of the new right, and also to comply with the requirements of the Charter discussed below. A similar procedure applies where it holds prospecting rights and a prospecting permit and conducts
prospecting operations, but it must apply for a conversion to a new prospecting right within the two years from the date of effectiveness of the Act for which purpose a prospecting work program must
be submitted. Where the Company holds unused rights however, it will have one year to apply for new prospecting

F-60

---

rights
or mining rights, the requirements of which are more stringent than for conversion, and involve non-concentration of resources, fair competition, no exclusionary effects, and proof
of financial and technical ability.

If
the Company does not acquire new rights under the Act, it would be entitled to claim compensation from the State if it can prove that thereby its property has been expropriated as
provided for under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal
debate which is likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress
and reform which could have the effect of reducing the compensation.

The
Act calls for a Broad Based Socio-Economic Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has largely
been agreed with mining industry representatives (including the Company), and with representatives of other stakeholders.

The
Charter requires that each mining company achieve 15 percent ownership by historically disadvantaged South Africans of its South African mining assets within five years and
26 percent such ownership within ten years. It comptemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on
a willing seller/willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving employment equity at management level with a view to
achieving 40 percent participation by historically disadvantaged persons in management and ten percent participation by women in the mining industry, each within five years. When considering
applications for the conversion of existing rights, the State will take a "scorecard" approach, evaluating the commitments of each company to the
different facets of promoting the objectives of the Charter. The draft scorecard was published by the government in February 2003.

The
Company fully supports the notion that the mining industry and the wider South African economy have to find ways of dealing with the legacy of the country's history in a manner that
promotes economic development and growth. The Company has made progress in adjusting the ownership structure of its South Africa mining assets and the composition of its management consistent with the
Charter's spirit. The Company believes that it is well placed to meet the Charter's targets in accordance with the scorecard. However, at this point the Company is unable to set out a definative
timeline of when it will comply with its objectives before the expiration of the 10 year time limit as the legislation was only recently passed. It is also not possible for the Company to
identify any permits, rights or investments which it may lose for any non compliance. The provisions of the Charter apply to each mining company individually. Accordingly, it is not possible for the
Company to meet its obligations by disposing of its less profitable operations which would undermine the objectives of the Charter. As transactions to comply with the Charter are to be at fair market
value, the Company does not anticipate incurring any loss in fulfilling it obligations provided that it is able to identify suitable partners that are able to obtain adequate funding. However, failure
to comply with the requirements of the Charter could result in the suspension or cancellation of one or more of the Company's licenses or cause it to be subject to fines. The severity of the potential
consequence of such actions has not yet

F-61

---

been
fully determined as the Charter was only recently published and the South African government has not yet finalized the scorecard.

The
Company has not established any loss accruals for legal or environmental matters, other than the rehabilitation provision discussed in note 13. There has been no loss and no
reasonably possible loss for which an accrual has not been established.

The
Company does not have any insurance coverage available for environmental contamination as it is not possible to obtain such coverage.

21.    GEOGRAPHIC AND SEGMENT INFORMATION

Based on risks and returns the Directors consider that the primary reporting format is by business segment. The Group operates in one industry segment, being the
extraction and production of gold and related by products. Therefore the disclosures for the primary segment is represented by these financial statements.

The
Chief Operating Decision-maker is the Board of Directors, who evaluates the business based on the following geographical operational segments:

|                                 |  | Year ended June 30, 2003 |  
|-------------------------------- |  | ------------------------ | -
|
|Revenue                          |  | 81,848                   |  
|                                 |  |                          |  
|Result                           |  |                          |  
|Profit/(loss) from operations    |  | 54,713                   |  
|Other operating income           |  | 391                      |  
|Interest expense                 |  | (530                     | )
|Taxation (charge)/benefit        |  | (15,500                  | )
|                                 |  |                          |  
|Profit/(loss) after tax          |  | 39,074                   |  
|                                 |  |                          |  
|Balance sheet                    |  |                          |  
|Mining assets                    |  | 38,089                   |  
|                                 |  |                          |  
|Net current assets/(liabilities) |  | (13,788                  | )
|                                 |  |                          |  
|Other information                |  |                          |  
|Capital expenditure              |  | 4,176                    |  
|                                 |  |                          |  
|Impairment of mining assets      |  |                         |  
|                                 |  |                          |  
|Total number of employees        |  |                          |  
|                                 |  |                          |  

F-62

---

|                                 |  | Year ended June 30, 2002 |  
|-------------------------------- |  | ------------------------ | -
|
|Revenue                          |  | 40,606                   |  
|                                 |  |                          |  
|Result                           |  |                          |  
|Profit/(loss) from operations    |  | 2,837                    |  
|Other operating income           |  | 117                      |  
|Interest expense                 |  | (837                     | )
|Taxation (expense)/benefit       |  | (15                      | )
|                                 |  |                          |  
|Profit/(loss) after tax          |  | 2,102                    |  
|                                 |  |                          |  
|Balance sheet                    |  |                          |  
|Mining assets                    |  | 12,128                   |  
|                                 |  |                          |  
|Net current (liabilities)/assets |  | 9,520                    |  
|                                 |  |                          |  
|Other information                |  |                          |  
|Capital expenditure              |  | 1,064                    |  
|                                 |  |                          |  
|Impairment of assets             |  |                         |  
|                                 |  |                          |  
|Total number of employees        |  |                          |  
|                                 |  |                          |  

|                                 |  | Year ended June 30, 2001 |  
|-------------------------------- |  | ------------------------ | -
|
|Revenue                          |  | 39,216                   |  
|                                 |  |                          |  
|Result                           |  |                          |  
|Profit/(loss) from operations    |  | 5,080                    |  
|Other operating income           |  | 161                      |  
|Interest expense                 |  | (584                     | )
|Taxation (expense)/benefit       |  | (28                      | )
|                                 |  |                          |  
|Profit/(loss) after tax          |  | 4,629                    |  
|                                 |  |                          |  
|Balance sheet                    |  |                          |  
|Mining assets                    |  | 16,918                   |  
|                                 |  |                          |  
|Net current (liabilities)/assets |  | (22,037                  | )
|                                 |  |                          |  
|Other information                |  |                          |  
|Capital expenditure              |  | 662                      |  
|                                 |  |                          |  
|Impairment of assets             |  |                         |  
|                                 |  |                          |  
|Total number of employees        |  |                          |  
|                                 |  |                          |  

F-63

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22.    SUBSEQUENT EVENTS

On August 25, 2003 the Company and the Investec Group entered into a option agreement for DRD shares. The option entitles the Investec Group to acquire
18 million new fully paid-up ordinary shares of the Company. The option is an American-style call option with a strike price in US$ equal to 95% of the trade-weighted average price
of the Company's American Depository Receipts, or ADR's, trading on NASDAQ for the 30 days prior to exercise date. The option carried an expiry date of October 3, 2003. On
September 5, 2003 the terms of the option agreement were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65% of the
Company's total issued and outstanding shares as at June 30, 2003. On September 8, 2003 the Company announced that Investec exercised the option in respect of 18 million ordinary
shares at a price of $2.3967 per ordinary share for a total consideration of $43.14 million. On September 11, 2003 the Company announced that Investec had exercised the remainder of the
option in respect of 9 million ordinary shares at a price of $2.4242 per ordinary share for a total consideration of $21.82 million. The Company used the proceeds of this transaction to
partially fund its acquisition of interest in the assets which comprise the Porgera Mine.

On
July 21, 2003, the Company entered into a 60-day review period on the North West Operations designed to restore the operations to profitability. On
August 25, 2003, management announced a proposal to meet this target. This proposal has been submitted to all stakeholders, including organised labor, The Department of Labour and Department of
Minerals and Energy for their input. Agreement was reached with all labour organisations and the process was finally completed on September 21, 2003, with some 3000 employees retrenched at a
cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a 'care and maintenance' program.

On
October 14, 2003 the Company announced that it had reached an agreement with Oil Search Limited, or OSL, to acquire two of that company's wholly-owned subsidiaries, Orogen
Minerals (Porgera) Limited, or OMP, and Mineral Resources Porgera Limited, or MRP. The transaction was affected through the amalgamation of OMP and MRP and the Company's wholly-owned subsidiary, Dome
Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of the Company's ordinary shares. This amount
may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition and subject to the amalgamation occurring, the Company has offered 5% of its
assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All
conditions precedent to this transaction have been met and the approval of the Papua New Guinea Central Bank was obtained on November 19, 2003. SARB approval was obtained on
September 4, 2003 and final approval from the Investment Promotion Authority of Papua New Guinea was obtained on December 16, 2003. The agreement was finalized and the transaction took
place on November 21, 2003.

F-64

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this amended annual report on its behalf.

|                        |  | DURBAN ROODEPOORT DEEP, LIMITED
|----------------------- |  | -------------------------------
|                        |  | By:                            
|Date: December 30, 2003 |  |                                

---

EXHIBIT INDEX

|Exhibit
Number |  | Exhibit                                                                                                                                                                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.57           |  | Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.                                              
|4.58           |  | Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003.                                                                                                                                      
|4.59           |  | Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003.                                                                                         
|4.60           |  | Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003.                                                                                                                                    
|4.61           |  | Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.                                                    
|4.62           |  | Memorandum of Agreement made and entered into between Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003.
|8.1            |  | List of Subsidiaries.                                                                                                                                                                                                               
|12.1           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|12.2           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|13.1           |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|13.2           |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|14.1           |  | Consent of KPMG Inc.                                                                                                                                                                                                                
|14.2           |  | Consent of Deloitte & Touche.                                                                                                                                                                                                       

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