EXECUTION VERSION
 EXCHANGE
AGREEMENT (in terms of section 42 of the Income
Tax Act)  between  SIBANYE GOLD LIMITED  and  K2017449061 (SOUTH AFRICA) PROPRIETARY
LIMITED (to be renamedWRTRP Proprietary
Limited)  and including  DRDGOLD LIMITED  155 – 5th Street Sandton 2196
 Docex 111 Sandton
 enquiries@werksmans.comJohannesburg South Africa
 Tel+27
  11 535 8000
 www.werksmans.comPrivate Bag 10015 Sandton 2146
 Fax+27
  11 535 8600


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KJT/JAJ 22112017/SIBA24179.7 Exchange Agreement - Execution - 22 Nov 2017/#4687757v1
  TABLE OF CONTENTS 1INTERPRETATION. 1 2introduction. 19 3SUSPENSIVE
CONDITIONS. 19 4exchange. 25 5section 42 of
the income tax act. 27 6CLOSING AND
DELIVERY. 28 7ACCESS. 29 8transferring
Land. 29 9Post delivery
obligations. 31 10SECTION 34(1) OF THE
INSOLVENCY ACT. 37 11EMPLOYEES. 38 12VALUE‐ADDED
TAX. 40 13rehabilitation
liabilities. 42 14rehabilitation trust
funD. 43 15sibanye's warranties. 43 16INDEMNITies By
sibanye. 44 17LIMITATION OF
LIABILITY. 46 18interim period. 48 19CONFIDENTIALITY. 53 20BREACH. 55 21DISPUTES. 55 22change in applicable
laws. 56 23DOMICILIUM AND
NOTICES. 56 24GENERAL. 58 25GOVERNING LAW.. 60 26COSTS. 60 i


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  ii


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  ANNEXURES Annexure A – WARRANTIES Annexure B – DISCLOSURE SCHEDULE Annexure C – MAp Annexure D – employees Annexure E – valuation agreement Annexure F – project development plan  iii


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 EXCHANGE
AGREEMENT (in terms of section 42 of the Income
Tax Act)  between  SIBANYE GOLD LIMITED  and  K2017449061 (SOUTH AFRICA) PROPRIETARY
LIMITED (to be renamedWRTRP
Proprietary Limited)  and including  DRDGOLD LIMITED   1INTERPRETATION  In
this Agreement, clause headings are for convenience and shall not be used in
its interpretation and, unless the context clearly indicates a contrary intention, ‐  1.1a word or an expression which denotes ‐  1.1.1any gender includes the other genders;  1.1.2a natural person includes an artificial or
juristic person andvice versa;  1.1.3the singular includes the plural andvice
versa;  1.2the following words and expressions shall
bear the meanings assigned to them below and cognate words and expressions bear
corresponding meanings ‐  1.2.1"Access Rights" – Sibanye's
grant of access to DRD to -  1.2.1.1the Kloof 10 shaft located in the area
commonly known as the Kloof Mining Area that is subject to the Kloof Mining
Right (and to be more clearly delineated in the Use and Access Agreement), for
the purpose of pumping and supplying, at 1


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 the cost of
the Issuing Party, the required quantities of water to the Issuing Party for
the Business;  1.2.1.2rights, servitudes and agreements for
installation, supply and distribution and maintenance of power supply; existing
and proposed pipeline routes; servitudes; wayleaves and surface right permits;
and  1.2.1.3Driefontein 1 Gold Plant (as demarcated
by a red square in the last photograph of Annexure C) for the purpose of
accessing the Pilot Plant;  1.2.2"Additional Mine Dumps" - the
following movable surface tailings dumps which form part of the gold assets of
the Business and are further depicted with red markers in Annexure C -  1.2.2.1Driefontein Dumps 3 and 5;  1.2.2.2Kloof 1;  1.2.2.3Venterspost North and South; and  1.2.2.4Libanon Dump;  1.2.3"Agreement" ‐ this
agreement, together with its annexures, as amended from time to time;  1.2.4"Applicable Laws" ‐ in
relation to any Party, includes all statutes, subordinate legislation, common
law, regulations, ordinances, by‐laws, directives, codes of practice,
circulars, guidance or practice notices, judgments, decisions, standards and
similar provisions ‐  1.2.4.1which are prescribed, adopted, made,
published or enforced by any Governmental Authority; and  1.2.4.2compliance with which is (or was or will be,
at the relevant time referred to in this Agreement) mandatory for that Party;  1.2.5"Business" – the
tailings business operated by Sibanye as a going concern and income earning
activity which business comprises - 2


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  1.2.5.1the Additional Mine Dumps;  1.2.5.2the DP2 Plant;  1.2.5.3the DP3 Plant;  1.2.5.4Driefontein 4;  1.2.5.5the Employees;  1.2.5.6the Pilot Plant;  1.2.5.7the Plan and Materials;  1.2.5.8the Transferring Land;  1.2.5.9the Licences to Operate, to the extent that
they are transferable; and  1.2.5.10the Access Rights, to the extent that they
are transferable;  1.2.6"Business Day" ‐ any
day which is not a Saturday, a Sunday or an official public holiday in South
Africa;  1.2.7"Companies Act" ‐ the
Companies Act No 71 of 2008;  1.2.8"Competition Act" ‐ the
Competition Act No 89 of 1998;  1.2.9"Competition Authorities" ‐ the
Competition Commission of South Africa and/or the Competition Tribunal of South
Africa and/or the Competition Appeal Court of South Africa, being regulatory
and/or judicial authorities established in terms of the Competition Act;  1.2.10"Composite Transaction" – collectively,
the transactions contemplated in this Agreement and any other agreement
referred to in this Agreement, including the following agreements –  1.2.10.1this Agreement; 3


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  1.2.10.2the DRD Exchange Agreement;  1.2.10.3the DRD Guarantee;  1.2.10.4the DRD Option Agreement;  1.2.10.5the Gold Purchase/Smelting Agreement;  1.2.10.6the Lease Agreement;  1.2.10.7the Toll Treatment Agreement; and  1.2.10.8the Use and Access Agreement;  1.2.11"Consideration Shares" – 999
Issuing Party Shares, to be issued to Sibanye in terms of 4.3;  1.2.12"CPP" – the
Central Processing Plant forming part of the Business;  1.2.13"CPP Land" - the
land upon which the CPP will be located being subdivided portion of the Farm
Rietfontein No 347 Registration Division I.Q. Portion 35 and 73, Gauteng
Province (which subdivision will be to exclude the current rock dumps on such
land as well as the shaft infrastructure in respect of Kloof 1 and
Kloof 4 and which subdivision will be delineated in the Use and Access
Agreement);  1.2.14"Delivery Date" ‐ the
fifth Business Day after the day on which the last of the Suspensive Conditions
is fulfilled or waived, or such later date as may be agreed between the
Parties;  1.2.15"Disclosure Schedule" ‐ the
disclosure schedule which is annexed to this Agreement as Annexure B,
which qualifies the Warranties;  1.2.16"Dispose" ‐ sell,
transfer, cede, make over, give, donate, exchange, dispose of, unbundle,
distribute or otherwise alienate or any agreement, obligation or arrangement to
do any of the foregoing; and "Disposal" will be construed
accordingly;  4


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 1.2.17"DMR" – the
Department of Mineral Resources;  1.2.18"DP2 Plant" - the
Driefontein 2 Plant which is located on Farm Blyvooruitzicht No 116
Registration Division I.Q. Portion 6 and Farm Driefontein No 113 Registration
Division I.Q., Remainder of Portion 1, Gauteng Province, and as further
depicted with a yellow marker in Annexure C;  1.2.19"DP3 Plant" - the
Driefontein 3 Plant which is located on Portion 6 of the Farm
Blyvooruitzicht No 116, Registration Division I.Q., Gauteng Province, and as
further depicted with a yellow marker in Annexure C;  1.2.20"DRD" – DRDGOLD
Limited (registration number 1895/000926/06), a public company duly
incorporated and registered in accordance with the laws of South Africa (the
ordinary shares of which are listed on the JSE and the NYSE in the form of
American Depository Shares);  1.2.21"DRD Circular" – the
circular to DRD shareholders relating to the Composite Transaction which
circular shall be accompanied by a notice of the General Meeting;  1.2.22"DRD Exchange Agreement" – the
written agreement to be entered into between Sibanye and DRD simultaneously
with this Agreement in terms of which Sibanye will exchange all of the shares
in the Issuing Party held by Sibanye (being 100% of the Issuing Party Shares)
for DRD Shares comprising approximately 38% of all the DRD Shares in
issue (including any shares held as treasury shares) following the issue of
such DRD Shares in terms of the DRD Exchange Agreement;  1.2.23"DRD Guarantee" – the
written guarantee to be executed by DRD simultaneously with this Agreement in
terms of which DRD guarantees the obligations of the Issuing Party under this
Agreement and the Use and Access Agreement with effect from the "Delivery
Date" as that term is defined in the DRD Exchange Agreement;  1.2.24"DRD Option Agreement" – the
written agreement to be entered into between Sibanye and DRD simultaneously
with this Agreement in terms of which Sibanye will be granted an option to
subscribe for such number of DRD Shares as will result in Sibanye holding
50.1% of all the DRD Shares in issue (including any shares held as
treasury shares) following the issue of such DRD Shares;  5


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 1.2.25"DRD Rehabilitation Trust" – the
trustees for the time being of The Crown Rehabilitation Trust Fund
(Master's reference IT 4158/94) (which is in the process of being renamed The
Ergo Rehabilitation Trust Fund), acting in their capacities as such; provided
that DRD shall be entitled prior to the Delivery Date, with the prior written
consent of Sibanye not to be unreasonably withheld, to nominate the trustees of
another trust then in existence established in terms of section 37A of the
Income Tax Act to be the DRD Rehabilitation Trust;  1.2.26"DRD Shareholders" – the
shareholders of DRD from time to time;  1.2.27"DRD Shares" – ordinary
shares of DRD, which ordinary shares are listed on the JSE;  1.2.28"Driefontein 4" – the
moveable working surface tailing dump which forms part of the gold assets of the
Business and is further depicted with a yellow marker in Annexure C;  1.2.29"Driefontein Mining Right" – the
mining right with DMR reference GP 30/5/1/2/2 (55) MR;  1.2.30"DWS" – the
Department of Water and Sanitation;  1.2.31"EMP" – the
Environmental Management Programmes obtained from the DMR by Sibanye in terms
of the Licences to Operate, but which for the purposes of this Agreement shall
be regarded as a reference to the EMP's insofar as they relate to the Business;  1.2.32"Employees" – those
employees of Sibanye who are employed in respect of the Business and who will
be transferred as part of the Business to the Issuing Party on the Delivery
Date in accordance the provisions of 11, a comprehensive list of the
employees which are employed by the Sibanye in respect of the Business as at
the Signature Date is set out in Annexure D hereto;  1.2.33"Encumbrance" ‐ includes
any mortgage bond, notarial bond, pledge, lien, hypothecation, assignment,
cession‐in‐securitatem debiti, deposit by way of security, option
over, right of retention over, right of first refusal, restriction on disposal
or any other agreement, arrangement or obligation (whether conditional or not)
which has or will have the effect of giving to one Person a security interest
in or preferential 6


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 treatment in respect of another
Person's assets, but excludes statutory preferences, and "Encumber"
and "Encumbered" shall be construed accordingly;  1.2.34"Environmental Law" ‐ all
Applicable Laws which relate to the environment, to the management of Hazardous
Substances or to human health and safety, including the National Environmental
Management Act No 107 of 1998, the National Environmental Management:
Air Quality Act No 39 of 2004, the National Environmental Management:
Biodiversity Act No 10 of 2004, the National Environmental Management:
Waste Act No 59 of 2008, the National Water Act No 36 of 1998, the
Environment Conservation Act No 73 of 1989, the Hazardous Substances Act
No 15 of 1973, OHSA, the National Heritage Resources Act No 25
of 1999 and the National Building Regulations and Building Standards Act
No 103 of 1977;  1.2.35"Excluded Mine Dumps" - the
following surface tailings dumps which are currently operational and which may,
as contemplated in 9, be transferred as and when they are decommissioned
(ie not on the Signature Date or the Delivery Date) -  1.2.35.1Driefontein 1 and 2;  1.2.35.2Kloof 2; and  1.2.35.3Leeudoorn,  as
further depicted with green markers in Annexure C;  1.2.36"Exchange Control Regulations" – the
regulations made under the Currency and Exchanges Act No 9 of 1993;  1.2.37"General Meeting" – the
general meeting of DRD Shareholders to be called to consider and vote on all
the resolutions required to implement the Composite Transaction and to waive
the benefit of a mandatory offer to DRD Shareholders in accordance with regulation 86
of the Companies Regulations;  1.2.38"Gold Purchase/Smelting Agreement" - the
written agreement to be entered into between Sibanye and the Issuing Party to
regulate the smelting of, and gold recovery from, gold loaded carbon produced
at DP2 Plant and/or DP3 Plant at Driefontein 1 Gold Plant (as demarcated
by a red square in the last photograph of Annexure C);  7


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 1.2.39"Governmental Authority" – any
government or governmental (national, provincial, regional, district, municipal
or local), administrative, regulatory, fiscal or judicial authority, agency,
body, court, department, commission, tribunal, registry or any state-owned,
state-controlled or legislatively constituted authority, agency or commission
which principally performs public, governmental or regulatory functions including
the DMR;  1.2.40"Group" – in
relation to each Party, that Party and all of its subsidiaries and holding
companies, as well as subsidiaries of such holding companies, in each case from
time to time;  1.2.41"Hazardous Substance" ‐ any
natural or artificial substance (whether in solid or liquid form or in the form
of a gas or vapour) capable of causing harm, whether alone or in combination
with any other substance, to any human or any other living organism supported
by the environment, or capable of damaging the environment or public health or
posing a threat to public safety or potentially causing a public nuisance
including any pollutants and any hazardous, toxic, poisonous, radioactive,
noxious, offensive, harmful, corrosive or dangerous substances and all substances
regulated, or for which liability or responsibility is imposed, under the
provisions of the Hazardous Substances Act No 15 of 1973, the
National Road Traffic Act No 93 of 1996, OHSA, any regulation
published pursuant thereto or any South African National Standard;  1.2.42"Health and Safety Laws" – all
applicable health and safety laws, including the Mine Health and Safety Act
No 29 of 1996, the OHSA and the common law;  1.2.43"Income Tax Act" ‐ the
Income Tax Act No 58 of 1962;  1.2.44"Insolvency Act" – the
Insolvency Act No 24 of 1936;  1.2.45"Issuing Party" - K2017449061
(South Africa) Proprietary Limited(registration number
2017/449061/07) (to be renamed WRTRP Proprietary Limited), a private company
duly incorporated and registered in accordance with the laws of South Africa;  1.2.46"Issuing Party Shares" – ordinary
shares of the Issuing Party;  8


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 1.2.47"JSE" – JSE
Limited (registration number 2005/022939/06), a public company duly
incorporated and registered in accordance with the laws of South Africa and
licenced as an exchange under the Financial Markets Act No 19
of 2012;  1.2.48"Kloof Mining Right"‐ 
the mining right with DMR reference number GP  30/5/1/2/2 (66) MR;  1.2.49"Labour Act" ‐ the
Labour Relations Act No 66 of 1995;  1.2.50"Larger Tailings Retreatment Project" – the
larger tailings retreatment project contemplated in 9.9 (read together
with Annexure F);  1.2.51"Lease Agreement" - the
written agreement to be entered into between Sibanye and the Issuing Party
simultaneously with this Agreement in terms of which the Leased Land will be
leased to the Issuing Party by Sibanye by way of a long term lease;  1.2.52"Leased Land" - the
footprint of the following land reflected as being Leased Land demarcated by
red squares in Annexure C, namely: Farm Blyvooruitzicht No 116,
Registration Division I.Q., Portion 6 and Farm Driefontein No 113,
Registration Division I.Q., Remainder of Portion 1, Gauteng Province;  1.2.53"Liability" ‐ any
obligation or liability, whether actual, contingent, or otherwise and includes
any liability as surety, co‐principal debtor, guarantor, indemnifier or
otherwise for the liabilities of any other person and further includes any
liability in respect of deferred Tax;  1.2.54"Licences to Operate" ‐ all
the licences, permits, permissions, management plans and reports, as well as
amendments, variations or modifications thereof from time to time necessary for
Sibanye to operate the Business lawfully, which include –  1.2.54.1the Environmental Authorisations and Waste
Management Licences bearing DMR reference numbers GP30/5/1/2/2/07MR,
GP30/5/1/2/2/55MR and GP35/1/2/2/38MR, issued in terms of Section 24 and/or
Section 24L of NEMA;  1.2.54.2the Environmental Authorisation and Waste
Management Licence being DMR reference number GP30/5/1/2/2/66MR, issued in
terms of Section 24L of NEMA, read together with the provisions of NEM:WA; 9


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  1.2.54.3a Provisional Air Emission Licence bearing
West Rand District Municipality reference number WR/16-17/AEL7/2, issued in
terms of Section 42 of NEM:AQA;  1.2.54.4the Integrated Water Use Licence bearing
Department of Water and Sanitation reference number
10/C22B/ACFGI/4976 and 10/C23E/ACEFGIJ/4527, issued in terms of Section 40 of
the NWA;  1.2.54.5heritage permissions bearing South African
Heritage Resources Agency reference numbers 8430, 8432, 8433 and 8434, issued
in terms of Section 38 of the NHRA; and  1.2.54.6Certificates of Registration bearing National
Nuclear Regulator reference numbers COR70B0283, COR70B0284, COR226B0339,
COR226B0340 and COR70B0281, issued in terms of Section 22 of the NNR;  1.2.55"Listings Requirements" – the
Listings Requirements of the JSE;  1.2.56"Longstop Date" – 31 August
2018 or such other date as may be agreed to in writing between the Parties in
accordance with the provisions of 3.1.5;  1.2.57"Losses" ‐ actual
or contingent losses, liabilities, damages, costs (including legal costs on the
scale as between attorney and own client) and expenses of any nature
whatsoever;  1.2.58"Material Adverse Change" ‐ any
circumstance, event or matter, or combination of circumstances, events or
matters which has a material adverse effect on the affairs, business, financial
condition (including assets, Liabilities, prospects, results of operations and
revenues), operations or property of DRD excluding the following circumstances,
events or matters ‐  1.2.58.1changes in the price of DRD Shares on any
licenced stock exchange, financial or securities markets, interest rates,
exchange rates, commodity prices or other general economic or financial
conditions; or  1.2.58.2changes in conditions generally affecting the
mining industry;   10


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 1.2.58.3changes in Applicable Laws or the
interpretation thereof or accounting practices or the interpretation thereof;  1.2.58.4compliance with the terms of, or the taking
of any action required by, this Agreement; or  1.2.58.5the Composite Transaction;  1.2.59"Mining Operations" – shall
bear the meaning ascribed to that term in section 1 of the MPRDA;  1.2.60"MPRDA" – the
Mineral and Petroleum Resources Development Act No 28 of 2002;  1.2.61"NEMA" - the
National Environmental Management Act No 107 of 1998;  1.2.62"NEM:AQA" - the
National Environmental Management: Air Quality Act No 39 of 2004;  1.2.63"NEM:WA" - the
National Environmental Management :Waste Management Act No 59 of 2008;  1.2.64"NHRA" – the
National Heritage Resources Act No 25 of 1999;  1.2.65"NNRA" – the
National Nuclear Regulator Act No 47 of 1999;  1.2.66"NWA" - the
National Water Act No 36 of 1998;  1.2.67"NYSE" – the New
York Stock Exchange;  1.2.68"OHSA" – the
Occupational Health and Safety Act No 85 of 1993;  1.2.69"Parties" ‐ collectively,
Sibanye, the Issuing Party and DRD and "Party" shall mean any
of them, as the context may require;  1.2.70"Person" ‐ includes
any natural or juristic person, association, business, close corporation,
company, concern, enterprise, firm, partnership, joint venture, trust,
undertaking, voluntary association, body corporate, and any similar entity;  11


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 1.2.71"Pilot Plant" - the
moveable LogiProc pilot plant established to test the processes, techniques and
assumptions made in the definitive level design of the full scale retreatment
of dumps as part of the Business, located at Driefontein 1 Plant;  1.2.72"Plan and Materials" – any
and all drawings, plans, studies (including feasibility studies of a geological
or geotechnical nature), surveys, reports (including sampling and assaying
reports), maps (including geophysical, geological and/or drill maps),
statements, schedules and other data in whatever form of a financial,
technical, labour, marketing, administrative, accounting or other matters
pertaining to the project known as the "West Rand Tailings Retreatment
Project", which Sibanye owns and/or has commissioned in furtherance of the
Business;  1.2.73"Rand Revolving Credit Facility" - the
revolving credit facility agreement, dated as of November 14, 2016 among, inter
alios, Sibanye, Kroondal Operations Proprietary Limited and Sibanye Rustenburg
Platinum Mines Proprietary Limited as borrowers and guarantors, and Rand
Uranium Proprietary Limited as a guarantor, Nedbank Limited, FirstRand Bank
Limited, ABSA Bank Limited, The Standard Bank of South Africa Limited and Bank
of China Limited Johannesburg branch as mandated lead arrangers, and Nedbank
Limited as agent, as such agreement may be amended, modified, supplemented,
extended, renewed, refinanced or replaced or substituted from time to time;  1.2.74"Rehabilitate" – in
relation to the environment, the taking of all such steps as the holder of the
EMP shall be obliged to take in accordance with such EMP or by any other
legislation or law which may now from time to time hereafter apply and shall
further include the taking of all such steps and remedial measures to prevent
or remedy potential or actual adverse consequences to the environment which are
caused by, or which may in any manner arise from, the past, present or future
conduct of the holder of the EMP in relation to the Business;  1.2.75"RTSF" – the
Regional Tailing Storage Facility and Return Water Dam proposed to form part of
the Business pursuant to the execution of the project known as the "West
Rand Tailings Retreatment Project";  1.2.76"RTSF Land" - the
land upon which the RTSF and the Return Water Dam will be located, comprised
of –  12


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 1.2.76.1the Farm Cardoville No 647 Registration
Division I.Q., Gauteng Province, measuring: 364,6338 (Three Hundred and Sixty
Four comma Six Three Eight) hectares, as described more fully in, and subject
to all conditions of title as reflected in Deed of Transfer T39184/2009 (in
terms of which it is held by Sibanye);  1.2.76.2Remaining Extent of Portion 6 (a portion of
Portion 1) of the farm the Cardoville No 364 Registration Division I.Q.,
Gauteng Province, measuring: 20,4620 (Twenty comma Four Six Two Zero) hectares,
as described more fully in, and subject to all conditions of title as reflected
in the Deed of Transfer T58927/2009 (in terms of which it is held by Sibanye);  1.2.76.3Portion 8 (a portion of Portion 6) of the
farm Cardoville No 364 Registration Division I.Q., Gauteng Province, measuring:
128,2710 (One Hundred and Twenty Eight comma Two Seven One Zero) hectares, as
described more fully in, and subject to all conditions of title as reflected in
Deed of Transfer T39147/2009 (in terms of which it is held by Sibanye);  1.2.76.4Portion 13 (a portion of Portion 1) of the
farm Cardoville No 364 Registration Division I.Q., Gauteng Province, measuring:
364,0503 (Three Hundred and Sixty Four comma Zero Five Zero Three) hectares, as
described more fully in, and subject to all conditions of title as reflected in
Deed of Transfer T39147/2009 (in terms of which it is held by Sibanye);  1.2.76.5Portion 50 of the farm Kalbasfontein 365
Registration Division I.Q., Gauteng Province, measuring: 175,4749 (One Hundred
and Seventy Five comma Four Seven Four Nine) hectares, as described more fully
in, and subject to all conditions of title as reflected in Deed of Transfer
T58927/2009 (in terms of which it is held by Sibanye);  1.2.76.6Remaining extent of Portion 3 of the farm
Cardoville No 364 Registration Division I.Q., Gauteng Province, measuring: 358,1697
(Three Hundred and Fifty Eight comma One Six Nine Seven) hectares, as described
more fully in, and subject to all conditions of title as reflected in Deed of
Transfer T72983/1999 (in terms of which it is held by Sibanye);  1.2.76.7Remaining extent of Portion 5 (a portion of
Portion 3) of the farm Cardoville No 364 Registration Division I.Q., Gauteng
Province, measuring: 139,4110 (One 13


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 Hundred and Thirty
Nine comma Four One One Zero) hectares, as described more fully in, and subject
to all conditions of title as reflected in Deed of Transfer T72983/1999 (in
terms of which it is held by Sibanye); and  1.2.76.8Portion 11 of the farm Cardoville No 364
Registration Division I.Q., Gauteng Province, measuring: 173,1207 (One Hundred
and Seventy Three comma One Two Zero Seven) hectares, as described more fully
in, and subject to all conditions of title as reflected in Deed of Transfer
T72983/1999 (in terms of which it is held by Sibanye);  1.2.77"SARB" – The South
African Reserve Bank;  1.2.78"Section 102 Applications" – the
applications made by Sibanye in terms of section 102 of the MPRDA for the –  1.2.78.1the inclusion of certain areas (commonly
referred to as the "Venterspost North and Dormant Mine Dump"
and the "Venterspost South Dormant Mine Dump") into the Mining
Right bearing DMR reference GP30/5/1/2/2/66MR as lodged with the DMR in March
2016;  1.2.78.2the inclusion of certain areas (commonly
referred to as the "Driefontein 4 Working Mine Dump") into the Mining
Right bearing DMR reference GP30/5/1/2/2/51MR as lodged with the DMR in March
2016;  1.2.79"Sibanye" – Sibanye
Gold Limited (registration number 2002/031431/06), a public company duly
incorporated and registered in accordance with the laws of South Africa (the
ordinary shares of which are listed on the JSE and the NYSE);  1.2.80"Sibanye Rehabilitation Trust" – the
trustees for the time being of The Sibanye Rehabilitation Trust (Master's
reference IT 2637/99), acting in their capacities as such;  1.2.81"Signature Date" ‐ when
this Agreement has been signed by both Parties (whether or not in counterpart),
the latest of the dates on which this Agreement (or a counterpart) was signed
by a Party;  1.2.82"South Africa" ‐ the
Republic of South Africa;  14


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 1.2.83"SuspensiveConditions" ‐ the
suspensive conditions stipulated in 3.1.1;  1.2.84"Tax" ‐ includes
any tax, imposition, levy, duty, charge, fee, deduction or withholding of any
nature (including securities transfer tax and stamp, documentary, registration
or other like duty) and any interest, penalty or other amount payable in
connection therewith, lawfully imposed, levied, collected, withheld or assessed
under the laws of South Africa or any other relevant jurisdiction and "Taxes",
"Taxation" and other cognate terms shall be construed
accordingly;  1.2.85"Toll Treatment Agreement" – the
agreement which willinter aliaregulate toll treatment of gold bearing
material supplied by Sibanye or third parties it may procure to DPD2 Plant
and/or DPD3 Plant;  1.2.86"Transferring Attorneys" – Werksmans
Inc;  1.2.87"Transferring Land" – collectively,
the CPP Land and the RTSF Land;  1.2.88"TRP" – the
Takeover Regulation Panel, established pursuant to section 196 of the
Companies Act;  1.2.89"USD Revolving Credit Facility"-the
revolving credit facility agreement, dated as of August 24, 2015 among,
inter alios, Sibanye, Kroondal Operations Proprietary Limited and Sibanye
Rustenburg Platinum Mines Proprietary Limited, as borrowers and guarantors, and
Rand Uranium Proprietary Limited as a guarantor, the Bank of America Merrill
Lynch International as agent and Bank of America Merrill Lynch International
and HSBC PLC as arrangers, as such agreement may be amended, modified,
supplemented, extended, renewed, refinanced or replaced or substituted from
time to time;  1.2.90"Use and Access Agreement" – the
agreement which willinter aliaregulate Access Rights, utilities and
Licences to Operate;  1.2.91"VAT" – value
added tax in terms of the VAT Act;  1.2.92"VAT Act" – the
Value‐Added Tax Act No 89 of 1991, as amended;  1.2.93"Warranties" ‐ the
warranties, representations and undertakings given by Sibanye to the Issuing
Party in Annexure A and "Warranty" shall be construed
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  1.3any reference to any statute, regulation or
other legislation shall be a reference to that statute, regulation or other
legislation as at the Signature Date, and as amended or substituted from time
to time;  1.4any reference to holding companies or
subsidiaries shall be construed in accordance with the meanings ascribed to
such terms in the Companies Act;  1.5if any provision in a definition is a substantive
provision conferring a right or imposing an obligation on any Party then,
notwithstanding that it is only in a definition, effect shall be given to that
provision as if it were a substantive provision in the body of this Agreement;  1.6where any term is defined within a particular
clause other than this 1,
that term shall bear the meaning ascribed to it in that clause wherever it is
used in this Agreement;  1.7where any number of days is to be calculated
from a particular day, such number shall be calculated as excluding such
particular day and commencing on the next day. If the last day of such number
so calculated falls on a day which is not a Business Day, the last day shall be
deemed to be the next succeeding day which is a Business Day;  1.8any reference to days (other than a reference
to Business Days), months or years shall be a reference to calendar days,
calendar months or calendar years, respectively;  1.9any term which refers to a South African
legal concept or process (for example, without limiting the foregoing, winding‐up
or curatorship) shall be deemed to include a reference to the equivalent or
analogous concept or process in any other jurisdiction in which this Agreement
may apply or to the laws of which a Party may be or become subject; and  1.10the use of the word "including",
"includes" or "include" followed by a
specific example/s shall not be construed as limiting the meaning of the
general wording preceding it and theeiusdem generisrule shall not be
applied in the interpretation of such general wording or such specific
example/s.  The
terms of this Agreement having been negotiated, the rule of interpretation
which prescribes that, in the event of ambiguity, a contract should be
interpreted against the party responsible for its drafting shall not be applied
in the interpretation of this Agreement.   16


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 2introduction  2.1The
Partiesrecord that ‐  2.1.1at the Signature Date, Sibanye is the owner
of the Business;  2.1.2Sibanye wishes to Dispose of the Business to
the Issuing Party, which wishes to acquire the Business from Sibanye in
exchange for the Consideration Shares and as contemplated in section 42 of the
Income Tax Act.  2.2The Parties accordingly agree to the terms
and conditions set out in this Agreement.  3SUSPENSIVE CONDITIONS  3.1Suspensive Conditions to be fulfilled  3.1.1This whole Agreement (other than 1,
this 3 and 18 to 26 (both inclusive), by which the Parties shall be
bound with effect from the Signature Date) is subject to the suspensive
conditions ("Suspensive Conditions") that -  3.1.1.1on or before the Longstop Date, -  3.1.1.1.1the Financial Surveillance Department of SARB
shall have approved the DRD Circular pursuant to the Exchange Control
Regulations;  3.1.1.1.2the JSE shall have approved the DRD Circular;  3.1.1.1.3the JSE shall have approved the listing of
the DRD Shares to be issued pursuant to the DRD Exchange Agreement;  3.1.1.1.4to the extent required, the TRP shall have
approved the DRD Circular;  3.1.1.1.5the approval required by the Competition Act
for the implementation of the Composite Transaction (and in particular the
DRD Exchange Agreement and the exercise by Sibanye of the option granted
in terms of the DRD Option Agreement) shall have been granted, either
unconditionally or subject to such conditions as have been approved in writing
by that date, by each party to the Composite Transaction (to the extent such
conditions 17


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 are
imposed on it, it being agreed that such approval shall not be unreasonably
withheld or delayed);  3.1.1.1.6the DRD Shareholders shall at the General
Meeting have passed an ordinary resolution in accordance with the provisions of
regulation 86 of the Companies Regulations, 2011 waiving the benefit of a
mandatory offer which would ordinarily flow from the issue of the DRD Shares to
Sibanye in terms of the DRD Exchange Agreement;  3.1.1.1.7the DRD Shareholders shall at the General
Meeting have passed the following ordinary and special resolutions with the
requisite majorities, namely –  3.1.1.1.7.1the resolution required to increase the
number of authorised DRD Shares from 600 000 000 to
1 500 000 000 and the amendment of the memorandum of incorporation
of DRD to reflect the aforegoing increase;  3.1.1.1.7.2the resolution required to allot and issue to
Sibanye so many DRD Shares as will after the allotment and issue thereof
constitute approximately (but not less than) 38.05% of all of the DRD
Shares in issue;  3.1.1.1.7.3the resolution required to allot and issue
such number of DRD Shares as will, together with the DRD Shares referred to
in 3.1.1.1.7.2, result in Sibanye owning 50.1% of all of the issued DRD
Shares in the event that Sibanye exercises the option embodied in the DRD
Option Agreement;  3.1.1.1.7.4the resolution required to approve the
Composite Transaction as a Category 1 transaction in terms of the Listings
Requirements;  3.1.1.1.7.5the resolution contemplated in terms of
section 45 of the Companies Act approving the grant of financial
assistance by DRD to Sibanye for the obligations of the Issuing Party under and
in terms of the DRD Guarantee;   18


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 3.1.1.1.8those elements of the Licences to Operate
referred to in 1.2.54.1 and 1.2.54.2 have been granted to Sibanye;  3.1.1.1.9the Section 102 Applications have been
granted to Sibanye;  3.1.1.1.10each of the following agreements is signed
and becomes unconditional in accordance with its provisions (other than any
suspensive condition relating to the signature of this Agreement) -  3.1.1.1.10.1the DRD Exchange Agreement;  3.1.1.1.10.2the DRD Guarantee;  3.1.1.1.10.3the DRD Option Agreement;  3.1.1.1.10.4the Gold Purchase/Smelting Agreement;  3.1.1.1.10.5the Lease Agreement;  3.1.1.1.10.6the Toll Treatment Agreement;  3.1.1.1.10.7the Use and Access Agreement;  3.1.1.1.11the DRD Guarantee is signed and becomes
unconditional in accordance with its provisions (other than any suspensive
condition relating to the signature of this Agreement);  3.1.1.1.12the Issuing Party is registered as a VAT
vendor in terms of section 23 of the VAT Act;  3.1.1.1.13to the extent required, the lenders under the
Rand Revolving Credit Facility and the USD Revolving Credit Facility approve
the conclusion and implementation of the Composite Transaction;  3.1.1.2by the date on which the last of the
Suspensive Conditions referred to in 3.1.1 is fulfilled or waived, as the
case may be, no Material Adverse Change shall have occurred.   19


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 3.1.2Subject to the succeeding provisions of
this 3 to the extent that such provisions place specific obligations on
any Party, each Party shall use reasonable endeavours to procure the fulfilment
of the Suspensive Conditions as soon as practically possible after the
Signature Date and, in any event, by no later than the Longstop Date.  3.1.3The Suspensive Condition/s referred to ‐  3.1.3.1in 3.1.1.1, 3.1.1.1.2, 3.1.1.1.3,
3.1.1.1.4, 3.1.1.1.5 and 3.1.1.1.7, being regulatory in nature, may not be waived;  3.1.3.2in 3.1.1.1.10 is expressed to be for the
benefit of all of the Parties and may therefore not be waived other than by
written agreement between them;  3.1.3.3in 3.1.1.1.6, 3.1.1.1.11, 3.1.1.1.12 and
3.1.1.2 are expressed to be for the benefit of Sibanye and may therefore be
waived by Sibanye giving written notice to that effect to the other Parties;  3.1.3.4in 3.1.1.1.8 and 3.1.1.1.9 are expressed
to be for the benefit of DRD and may therefore be waived by DRD giving written
notice to that effect to the other Parties.  3.1.4If, by the Longstop Date, the Suspensive
Conditions are not fulfilled for any reason whatever, or not waived in terms
of 3.1.3, then ‐  3.1.4.1this whole Agreement (other than 1,
this 3, and 18 to 26 (both inclusive), by which the Parties
shall remain bound) shall be of no force or effect;  3.1.4.2the Parties shall be entitled to be restored
as near as possible to the positions in which they would have been, had this
Agreement not been entered into; and  3.1.4.3no Party shall have any claim against the
other in terms of this Agreement except for such claims (if any) as may arise
from a breach of this 3 or from any other provision of this Agreement by
which the Parties remain bound.  3.1.5The Parties expressly agree that the Longstop
Date may be amended by way of a written agreement amongst them.   20


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 3.2Provisions relating to the preparation of the
DRD Circular  The
Parties agree that such advisors as DRD may nominate shall be responsible for
the preparation of the DRD Circular and that DRD's JSE Sponsors and other
nominated advisors shall submit the DRD Circular and other documents required
to the JSE, the TRP and SARB (collectively, "Authorities") to
obtain the approvals and/or exemption referred to in 3.1.1.1, 3.1.1.1.2
and 3.1.1.1.4 and 3.1.1.1.6 respectively but that to the extent that any
meeting is held with any of the aforegoing Authorities each Party shall be
entitled to be represented thereat. It is further agreed that –  3.2.1the Parties shall co-operate with each other
and timeously provide the advisors contemplated above with all such documents
and information as those advisors may reasonably require. Notwithstanding the
aforegoing or any other provision of this 3.2, Sibanye shall be afforded a
reasonable opportunity to review and make comments on the Circular and/or any other
documents submitted in terms of this 3.2;  3.2.2in the DRD Circular provision will be made
for a representative nominated by Sibanye to be appointed to the DRD board with
effect from the date of implementation of the DRD Exchange Agreement, subject
to an affirmative vote of DRD Shareholders;  3.2.3DRD shall bear and pay all filing fees and
other costs and charges, if any, payable to any Authority in connection with
such approvals and exemption; and  3.2.4each Party shall bear and pay the cost and
charges of the advisors it appoints in order to assist with such submissions
and/or hearings contemplated in this 3.2.  3.3Recordal in relation to the grant of the
Licences to Operate and the Section 102 Application  It
is recorded that prior to the Signature Date, Sibanye -  3.3.1had applied for those elements of the Licence
to Operate contemplated in 3.1.1.1.8 and such applications were accepted
by the relevant Governmental Authority; and  3.3.2had made the Section 102 Applications
contemplated in 3.1.1.1.9.   21


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 3.4Provisions relating to the preparation of the
Competition Filing for the purposes of
obtaining the approval referred to in 3.1.1.1.5  3.4.1It is recorded that
the Composite Transaction will, on implementation, constitute a merger for
purposes of the Competition Act.  3.4.2The Transferring Attorneys, having been
appointed by Sibanye, shall be responsible for preparing and lodging, on behalf
of the Parties, as soon as reasonably possible after the Signature Date, the
requisite merger filing for the Composite Transaction in accordance with the provisions
of the Competition Act (and the regulations
promulgated thereunder).  3.4.3The Parties shall co-operate
with the Transferring Attorneys and timeously provide them with all such
documents and information as may reasonably be required to make the requisite
merger filing.  3.4.4All of the Parties shall be afforded a
reasonable opportunity to review and make comments on non‐confidential
portions of the merger filing prior to the finalisation and submission of that
merger filing to the Competition Authorities.  3.4.5Each Party shall bear and pay its own costs
in respect of the preparation of the merger filing. However, the filing and
administrative fees payable to the Competition Authorities shall be borne and
paid by Sibanye and DRD in
equal shares.  3.4.6Other than as set out in this 3.4, and
pending the decision of the Competition Authorities, no Party shall ‐  3.4.6.1directly or indirectly lodge, or authorise
any other Person to lodge, any application or filings with the Competition
Authorities (whether orally or in writing) which relate/s to the Composite
Transaction without the prior written consent of Sibanye;
and  3.4.6.2without derogating from 3.4.6.1, perform
or fail to perform any act that will, or is likely to, diminish the prospects
of success of the applications and filings referred to in 3.4.1.   22


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 4exchange  4.1Sibanye hereby Disposes of the Business to
the Issuing Party, which hereby agrees to acquire the Business from Sibanye
with effect from the Delivery Date. In
exchange for the Business, the Issuing Party shall issue the Consideration
Shares to Sibanye credited as fully paid up.  4.2Subject to 18.5, on the Delivery Date –  4.2.1all risk and benefit in and to the Business
shall pass from Sibanye to the Issuing Party;  4.2.2save as set out in this Agreement in respect
of the Transferring Land,
Sibanye shall deliver to the Issuing Party the Business in the manner set out
in 6.  4.3On the Delivery Date, and subject to delivery
of the Business in accordance with 4.2 read with 6, the Issuing Party
shall –  4.3.1allot and issue the Consideration Shares to
Sibanye, as fully paid up shares, it being recorded that the Consideration
Shares will rankpari passuin all respects with all the other ordinary
shares of the Issuing Party then in issue (all of such other shares being held
by Sibanye);  4.3.2deliver to Sibanye a duly signed share
certificate in respect of the Consideration Shares issued to it; and  4.3.3cause the name of Sibanye to be entered in
the Issuing Party's securities register as the holder of the Consideration
Shares issued to it.  4.4Nothing in this Agreement will operate to
(i) transfer to the Issuing Party any asset of Sibanye other than the
assets comprising part of the Business; or (ii) result in the transfer of
delegation to, or assumption by the Issuing Party of, any Liability of Sibanye
not expressly transferred, delegated or assumed in terms of this Agreement. For
the avoidance of doubt, any Liabilities of Sibanye for –  4.4.1Tax arising or accrued in respect of any
period on or before the Delivery Date; and  4.4.2Tax arising on the exchange contemplated in
terms of, or under, this Agreement, 23


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  shall
be retained and settled by Sibanye, which hereby indemnifies the Issuing Party
against any claim in respect of any such Liabilities.  4.5Sibanye hereby records that it has never been
Sibanye's intention for the Additional Mine Dumps, the Excluded Mine Dumps or
Driefontein 4 to accede to any immoveable property and that as far as
Sibanye is aware, no previous owner of such immovable properties has ever
intended for the Additional Mine Dumps, the Excluded Mine Dumps and
Driefontein 4 to accede thereto. Accordingly, the Parties have agreed to
the provisions of this Agreement and the transactions contemplated herein on
the basis that the Additional Mine Dumps, the Excluded Mine Dumps and
Driefontein 4 are moveable assets.  4.6Subject to 18.5, if, after the Delivery Date,
Sibanye receives any payment in respect of the Business that is due to the Issuing
Party, it will immediately account therefor to the Issuing Party. Similarly, if
after the Delivery Date the Issuing Party receives any payment in respect of
the Business that is due to Sibanye, it shall immediately account therefor to
Sibanye.  5section 42 of the income tax act  5.1The Disposal of the Business (which the
Parties agree is a going concern capable of separate operation) in exchange for
the Consideration Shares will be implemented as an asset-for-share transaction,
as contemplated in section 42 of the Income Tax Act.  5.2The effective date of the transaction shall
be the Delivery Date.  5.3The Parties hereby record and agree that
section 42 of the Income Tax Act applies to the Disposal of the Business
by Sibanye to the Issuing Party in terms of this Agreement. Consequently,
Sibanye and the Issuing Party are obliged to have regard to and give effect to
the provisions of section 42 of the Income Tax Act for the purposes of
determining the Tax consequences for both Parties (including income Tax and
capital gains Tax consequences) pursuant to the implementation of the
transactions contemplated in this Agreement.   24


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 6CLOSING
AND DELIVERY  At 12h00 on the Delivery Date,
representatives of Sibanye and the Issuing Party shall meet at the premises of
Sibanye, Libanon Business Park, 1 Hospital Street (off Cedar Avenue), Libanon,
Westonaria and -  6.1Plan and Materials  Sibanye
shall place the Issuing Party in possession and control of the Plan and
Materials thereby delivering same to the Issuing Party;  6.2DP2 Plant, DP3 Plant and Pilot Plant  Sibanye
shall place the Issuing Party in possession and control of the DP2 Plant, DP3
Plant and Pilot Plant thereby delivering same to the Issuing Party by way of
constructive delivery;  6.3Additional Mine Dumps and Driefontein 4  In
the presence of the notary public nominated by Sibanye, which notary public
shall prepare the relevant notarial deed confirming delivery, Sibanye shall
deliver the Additional Mine Dumps and Driefontein 4 by way of traditio
longa manu by pointing such Additional Mine Dumps and Driefontein 4 out to
the Issuing Party and thereby placing the Issuing Party in control thereof. In
this regard it is recorded that the representatives of Sibanye and the Issuing
Party may need to travel from the location of the initial meeting to each
Additional Mine Dump and/or Driefontein 4;  6.4Land  Pending
the transfer of the Transferring Land to the Issuing Party, Sibanye shall place
the Issuing Party in possession of the Transferring Land on the Delivery Date
in accordance with the provisions of 8. Sibanye shall place the Issuing
Party in possession of the Leased Land on the Delivery Date in accordance with
the provisions of the Lease Agreement;  6.5Licences to Operate  The
Licences to Operate will, to the extent required, be more fully addressed in
the Use and Access Agreement. 25


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  7ACCESS  It
is recorded that the Access Rights will be delivered in terms of the Use and
Access Agreement.  8transferring Land  8.1Sibanye shall transfer ownership of the
Transferring Land to the Issuing Party by registration of transfer thereof to
the Issuing Party in the appropriate Deeds Registry Office (at Sibanye's
expense, with Sibanye agreeing to settle all amounts requested by the
Transferring Attorneys in this regard) as soon as possible after the Delivery
Date, after the grant of all required consents, clearances and approvals. With
effect from the Delivery Date, Sibanye and the Issuing Party agree that –  8.1.1the Issuing Party shall be liable for all
rates, Taxes, levies and similar imposts (including any provision made by the
relevant local authority for utility consumption accounts) levied in respect of
the Transferring Land;  8.1.2the Issuing Party shall be entitled free of
charge, to possess and occupy the Transferring Land (at its own risk) as if it
were the owner thereof even if transfer takes place after that date;  8.1.3the Issuing Party shall be entitled free of
charge, to the use and enjoyment of the Transferring Land (at its own risk) as
if it were the owner thereof (but subject to the terms of the Use and Access
Agreement) even if transfer takes place after that date; and  8.1.4written confirmation from the Transferring
Attorneys that the registration of transfer of the Transferring Land has
occurred shall beprima facieproof of delivery of the Transferring Land
for purposes of this 8.  8.2The Issuing Party hereby appoints Sibanye to
be its lawful attorney and agent with the power of substitution and with full
power and authority to manage, conduct and transact on its behalf on all
matters relating to and for the purposes of securing transfer of the
Transferring Land to the Issuing Party and such powers and authorities shall
continue to be of full force and effect for all purposes and circumstances in
order to register the transfers as contemplated in this 8.
Sibanye shall keep the Issuing Party timeously informed of any matters
requiring the Issuing Party's action in relation to and for the 26


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 purposes of securing transfer of the Transferring Land to
the Issuing Party, and of any actions taken by Sibanye on the Issuing Party's
behalf, pursuant to the rights granted to Sibanye under this
8.2.  8.3Such transfers shall be on the basis,inter
alia, that –  8.3.1the Issuing Party has purchased the
Transferring Land subject to all conditions of title and servitudes (whether
registered and unregistered) to which they may be or become subject;  8.3.2the Transferring Land will be subject to any
conditions of title and servitudes (whether registered and unregistered) which
may be imposed by any Governmental Authority as a condition of its consent to
any subdivision or consolidation; and  8.3.3Sibanye shall not be responsible for any
error in description or deficiency in the extent of the Transferring Land nor
shall it benefit from any excess in extent.  8.4Sibanye shall assume responsibility, at its
cost (including the costs of any repairs required before such certificate can
be lawfully issued), for obtaining the following compliance certificates, to
the extent applicable to the Transferring Land
prior to the registration of transfer thereof –  8.4.1electrical certificates of compliance and
test reports required in terms of the Electrical Installation Regulations 2009
made under the OHSA;  8.4.2electric fence system certificates of
compliance as required under by Regulations 12(4) and 13(1) of the
Electrical Machinery Regulations 2011;  8.4.3certificates of conformity in respect of any
gas installations existing upon the Transferring Land as required by thepressure equipment regulations made under OHSA; and  8.4.4rates clearance certificates.  8.5Without derogating from the aforegoing
provisions of this 8, if any separate or short form agreement is required to
give effect to the transfer of the Transferring Land at any deeds registry
office the Transferring Attorneys shall prepare such separate or short form 27


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 agreement and the Parties shall execute such agreement
unless such agreement conflicts in any respect with the provisions of this
Agreement.  9Post delivery obligations  9.1Prior to Sibanye decommissioning any Excluded
Mine Dump ("Decommissioned Dump"), Sibanye shall deliver a
written notice of its intention so to do ("Decommissioning Notice")
to the Issuing Party. Within 30 Business Days of delivery of the
Decommissioning Notice by Sibanye to the Issuing Party ("Negotiation
Period"), representatives of Sibanye and the Issuing Party shall meet,
on one or more occasions, in an attempt to reach an agreement as to how to deal
with the Decommissioned Dump. If, within the aforesaid 30 Business Days,
representatives of Sibanye and the Issuing Party fail to meet or to reach
agreement as to how to deal with the Decommissioned Dump the provisions
of 9.2 to 9.5 shall apply.  9.2At the end of the Negotiation Period, unless
Sibanye and the Issuing Party have reached an agreement to the contrary, the
Issuing Party shall have an election either to –  9.2.1take ownership and transfer of the
Decommissioned Dump on the basis set out in 9.3 ("Option One");
or  9.2.2take ownership and transfer of the
Decommissioned Dump on the basis set out in 9.4 ("Option Two").  The
Issuing Party shall deliver a written notice to Sibanye ("Election
Notice") notifying Sibanye whether the Issuing Party elects
Option One or Option Two within 15 Business Days after the
expiry of the Negotiation Period; provided that if the Issuing Party fails to
deliver an Election Notice or contends for some other option other than
Option One or Option Two (which other option Sibanye declines in its
discretion to consider further), the Issuing Party shall be deemed to have
elected Option Two.  9.3If Option One is applicable –  9.3.1on the fifth Business Day after delivery of
the Election Notice electing Option One (or the fifth Business Day after
the date on which the Issuing Party shall be deemed to have elected
Option One), representatives of Sibanye and the Issuing Party shall meet
at the address stipulated in 6. At that meeting, Sibanye shall, for no
consideration, transfer ownership of, and all risk and benefit in and to, the 28


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 Decommissioned Dump and the Issuing
Party shall be obliged to accept the aforesaid transfer of ownership, and all
risk and benefit in and to, the Decommissioned Dump. The transfer of ownership
of the Decommissioned Dump shall be effected by delivery thereof mutatis
mutandis in accordance with 6.3 or otherwise in accordance with, and subject to
fulfilment of any conditions imposed by, the provisions of any Applicable Law;  9.3.2Sibanye hereby warrants, represents and
undertakes to and in favour of the Issuing Party that, on transfer and delivery
of the Decommissioned Dump in accordance with 9.3.1, -  9.3.2.1Sibanye shall be the owner of the
Decommissioned Dump and no Encumbrance will exist over the Decommissioned Dump;  9.3.2.2Sibanye shall have fully complied with all
Applicable Laws (including Environmental Laws) with respect to the
Decommissioned Dump;  9.3.3Sibanye hereby indemnifies the Issuing Party
mutatis mutandis in accordance with 16 against any and all Losses the Issuing
Party may suffer or incur as a result of, or in connection with, any breach of
the provisions of 9.3.2;  9.3.4the provisions of 13 and 14 shall apply
mutatis mutandis with respect to the obligations to Rehabilitate any
Decommissioned Dump which obligations attach to the owner of the Decommissioned
Dump (being the Issuing Party against transfer of ownership of the
Decommissioned Dump to it in terms of 9.3.1; provided that Sibanye
undertakes to ensure that, unless otherwise agreed in writing between Sibanye
and the Issuing Party having regard to the provisions of any Applicable Law in
force at such point in time, –  9.3.4.1at least 75% of the amount determined by the
DMR as being required as a provision for Rehabilitation of the Decommissioned
Dump ("Required Provision") shall be transferred from the
Sibanye Rehabilitation Trust to the DRD Rehabilitation Trust; and  9.3.4.2no more than 25% of the Required Provision
shall be provided for by way of guarantees from which Sibanye would have to be
released.  9.4If Option Two is applicable, - 29


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  9.4.1Sibanye shall within a period of
12 months after the delivery of the Election Notice electing
Option Two (or such longer period as may be required in the circumstances)
be obliged to –  9.4.1.1vegetate the Decommissioned Dump to a
standard that provides an effective and adequate control of dust emissions from
the Decommissioned Dump, which standard shall not exceed the standards imposed
by any Applicable Laws that apply at such point in time; and  9.4.1.2install such infrastructure (such as launders
and paddocks) so as to contain and prevent any uncontrolled discharge of
effluent from the Decommissioned Dump at that point in time;  9.4.2Sibanye shall on having fulfilled its
obligations in terms of 9.4.1, and without having any ongoing obligations
in respect of maintenance and Rehabilitation, deliver a written notice to the
Issuing Party to the effect that Sibanye has complied with 9.4.1 and on the
fifth Business Day after the date of delivery of such notice, Sibanye and the
Issuing Party shall meet at the address stipulated in 6. At that meeting,
Sibanye shall, for no consideration, transfer ownership of, and all risk and
benefit in and to, the Decommissioned Dump and the Issuing Party shall be
obliged to accept the aforesaid transfer of ownership, and all risk and benefit
in and to, the Decommissioned Dump. The transfer of ownership of the
Decommissioned Dump shall be effected by delivery thereof mutatis mutandis in
accordance with 6.3 or otherwise in accordance with, and subject to fulfilment
of any conditions imposed by, the provisions of any Applicable Law;  9.4.3Sibanye hereby warrants, represents and
undertakes to and in favour of the Issuing Party that, on transfer and delivery
of the Decommissioned Dump in accordance with 9.4.2, -  9.4.3.1Sibanye shall be the owner of the
Decommissioned Dump and no Encumbrance will exist over the Decommissioned Dump;  9.4.3.2Sibanye shall have fully complied with all
Applicable Laws (including Environmental Laws) with respect to the
Decommissioned Dump that apply prior to the closure of a dump;  30


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 9.4.4Sibanye hereby indemnifies the Issuing Party
mutatis mutandis in accordance with 16 against any and all Losses the Issuing
Party may suffer or incur as a result of, or in connection with, any breach of
the provisions of 9.4.3;  9.4.5the provisions of 13 and 14 shall apply
mutatis mutandis with respect to the obligations to Rehabilitate any
Decommissioned Dump which obligations attach to the owner of the Decommissioned
Dump (being the Issuing Party against transfer of ownership of the
Decommissioned Dump to it in terms of 9.3.1; provided that Sibanye
undertakes to ensure that, unless otherwise agreed in writing between Sibanye
and the Issuing Party having regard to the provisions of any Applicable Law in
force at such point in time, –  9.4.5.1at least 75% of the Required Provision for
Rehabilitation of the Decommissioned Dump shall, subject to 9.4.6, be
transferred from the Sibanye Rehabilitation Trust to the DRD Rehabilitation
Trust; and  9.4.5.225% of the Required Provision shall be
provided for by way of guarantees from which Sibanye would have to be released;  9.4.6Sibanye shall be entitled to
reduce the amount transferred in accordance with 9.4.5.1 by an amount
equal to all reasonable and demonstrable costs and expenses incurred by Sibanye
in giving effect to 9.4.1 ("Clean‐up Costs"). In
addition to the aforegoing, in the event that the Issuing Party determines that
it intends to reprocess any Decommissioned Dump transferred to it in terms of
this 9.4, the Issuing Party shall before commencing any such reprocessing
refund and pay to Sibanye an amount equal to the Clean-up Costs.  9.5Any dispute between Sibanye and the Issuing
Party which relates to the provisions of 9.1 to 9.4 shall be deemed
to be a dispute of a technical nature and shall be resolved in accordance with
the provisions of the Use and Access Agreement which regulate disputes of a
technical nature and such provisions shall apply mutatis mutandis as if
incorporated into this Agreement.  9.6After the Delivery Date, Sibanye shall have
the right, on no less than 20 Business Days written notice/s to that
effect given to both DRD and the Issuing Party, to require the Issuing Party
(which shall then be obliged) to –  31


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 9.6.1grant Sibanye use of, and access to, the
Pilot Plant in order to (i) test selected flow sheets on a continuous
basis with various feed tailings material in conjunction with selected process
water; (ii) optimise the operating conditions to maximise the recovery of
uranium and gold; (iii) verify flotation metal recoveries and mass pulls
at the recommended retention time, reagent addition and air addition for
various representative feed material; (iv) use the pilot plant as a
training facility for metallurgists and operators; process skills training and
development of client operators; and (v) establish the effect of
recirculating process water on metal recovery, reagent consumption and plant
through put (Gypsum formation); provided that Sibanye shall pay a reasonable
proportionate operating fee in respect of such use and access;  9.6.2permit Sibanye to deposit and store tailings
from its workings on the RTSF against payment of a reasonable proportionate
operating fee (being a percentage of the day-to-day cost of running the
facility calculated with reference to the tonnes deposited by Sibanye relative
to total deposits), provided that –  9.6.2.1Sibanye shall only be entitled to make
deposits in accordance with 9.6.2 to the extent that such deposits would
not compromise the Issuing Party's compliance with the rate of deposition
specified in the applicable Environmental Authorisation and life of mine;  9.6.2.2to the extent that any capital improvements
are required to the RTSF to accommodate the deposit of tailings by Sibanye in
terms of 9.6.2 which would not have been made other than to accommodate
such deposits, the reasonable proportionate operating fee payable by Sibanye
shall cover the cost of such capital improvements.  9.7The Issuing Party shall not, and DRD shall
not permit the Issuing Party to, -  9.7.1toll treat surface materials of any third
party (not being a member of the DRD Group) at DP2 Plant, DP3 Plant and
Driefontein 4 or the RTSF;  9.7.2allow third parties (not being a member of
the DRD Group) to deposit materials on RTSF or Driefontein 4,  without
the prior written consent of Sibanye, which consent shall not be unreasonably
withheld. Sibanye (or its duly authorised representatives) shall be entitled,
at reasonable 32


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 times and on no less than 72 hours'
notice, to access and inspect DP2 Plant, DP3 Plant and
Driefontein 4 for the purposes of monitoring compliance with this
Agreement.  9.8DRD and the Issuing Party acknowledge and
agree that the tailings storage facility which they intend to construct for the
treatment of gold assets may be inadequate for the requirements of DRD and the
Issuing Party (on the one hand) and those of Sibanye (on the other hand).
Accordingly, DRD and the Issuing Party shall consult with Sibanye in respect of
the design and construction of the RTSF, and provided that Sibanye contributes
additional capital and costs required and that all further legal and third
party contractual approvals and consents are in place, ensure that the RTSF is
designed so as to suit the requirements of all the Parties.  9.9After the Delivery Date, the Issuing Party
shall commence with the development of a larger tailings retreatment project
("Larger Tailings Retreatment Project") substantially in
accordance with the outline and time-frames specified in Annexure F hereto
or, failing that, on such other basis as may be agreed in writing between DRD
and Sibanye from time to time.  9.10It is recorded that, in regard to the
pipeline infrastructure for the Business, certain parts thereof extend over
private properties not owned by Sibanye. Should Sibanye not be able to
negotiate the relevant servitudes with the relevant parties it will be
necessary to re-route the pipeline infrastructure over land owned by Sibanye.
This will require an amendment to the EMP. To the extent that the approval of
the amendment to the EMP delays the development of the Larger Tailings
Retreatment Project, the time frames in Annexure F shall be adjusted
accordingly to cater for the delay in obtaining the approval to the amendment
of the EMP.  10SECTION 34(1) OF THE INSOLVENCY ACT  10.1The Parties agree to dispense with the
necessity of publishing the transaction contemplated in this Agreement in
accordance with section 34 of the Insolvency Act. Sibanye shall indemnify
the Issuing Party, and hold it harmless, against all actions, claims, costs,
damages, expenses, judgments, liabilities, losses and/or penalties which the
Issuing Party incurs, suffers and/or sustains as a result of notice of the
transaction contemplated in this Agreement not being so published.  10.2The Issuing Party has no duty to resist any
proceedings to attach or to take possession of any of the assets by any Person
against whom the transaction contemplated in this 33


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 Agreement
is void in terms of the Insolvency Act as a consequence of the transaction not
being so published. However, -  10.2.1the Issuing Party shall give Sibanye written
notice of any such proceedings as soon as it becomes aware thereof; and  10.2.2the Issuing Party is entitled (but not
obliged) in such circumstances to pay the creditor such amount as may be due
and payable by Sibanye to it and to claim such amount from Sibanye or to
require by notice to Sibanye, who will then become obliged to procure, at its
own cost and expense, that the assets concerned are released from attachment
and returned to the Issuing Party and/or that such creditor's claim is
satisfied, as the case may be.  11EMPLOYEES  11.1On the Delivery Date, transfer of the
Employees to the Issuing Party shall take place in terms of section 197 of
the Labour Act, subject to the remaining provisions of this 11.  11.2Sibanye shall communicate, liaise and
generally co-operate with each other to notify the Employees in relation to the
disposal of the Business and to procure their orderly transfer from Sibanye to
the Issuing Party.  11.3As soon as possible after the Delivery Date,
but in any event within a period of 30 calendar days of such date and as
required by section 197 of the Labour Act, the Parties shall jointly
compile and sign a separate agreement in substantially the same form as the
valuation schedule attached to this Agreement as Annexure E ("Valuation
Agreement") in accordance with the provisions of section 197(7)
of the Labour Act, which Valuation Agreement shall reflect a valuation as at
the Delivery Date of any ‐  11.3.1leave pay accrued to the Employees;  11.3.2severance pay calculated at one weeks
remuneration per completed year of service that would have been payable to the
Employees in the event of dismissal by reason of the employer's operational
requirements;  11.3.3any other payments that have accrued to the
Employees, but which have not been paid (including but not limited to
commission earned by sales representatives and any bonus payments or any
pro rata portion thereof), as at the Effective
Date. 34


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  11.4Sibanye and the Issuing Party shall comply
with all the provisions of the Labour Act, to safeguard the rights and interest
of the Employees whose services the Issuing Party is obliged to take over.  11.5The Issuing Party shall recognise and give
effect to the length of service and the service record of the Employees to be
taken over by the Issuing Party for the purposes of determining their
remuneration packages, any awards for long service and the implementation of
any retrenchment programmes which might be instituted by the Issuing Party at any
time after the Delivery Date.  11.6The Parties agree that none of the provisions
of this Agreement, including the provisions of this 11, are intended or to be
construed as ‐  11.6.1to confer any rights on any Employee which
may be enforced by any such Employee against any of the Parties to this
Agreement, save as permitted under the Labour Act, and none of the provisions
of this Agreement shall be construed so as to confer any such rights;  11.6.2to in any way limit or prejudice the Issuing
Party's and Sibanye's rights to negotiate a new employment agreement with any
of the Employees as contemplated in section 197(6) of the Labour Act; and  11.6.3to impose any liability or obligation on
Sibanye to effect payment to any Employee arising from the termination of such
Employee's employment with the Issuing Party after the Effective Date for any
reason whatsoever.  11.7Sibanye warrants in favour of the Issuing
Party that ‐  11.7.1as at the Delivery Date the only Employees of
Sibanye in relation to the Business and which will be affected in terms of the
provisions of this 11, will be those Persons whose names are set out in
Annexure D hereto;  11.7.2as at the Delivery Date (save as provided for
in the valuation schedule annexed hereto marked Annexure E), no Employee
will be entitled to any salary, bonus or any other entitlement (including any
entitlement in respect of any leave cycle or period preceding the Delivery Date
or any entitlement under any share option, share incentive or share ownership
scheme), and Sibanye hereby indemnifies and holds the 35


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 Issuing
Party harmless against any claims which may be made by any such Employee
against the Issuing Party in relation to any such entitlements.  11.8Should any claim arise against the Issuing
Party by any of the Employees, arising out of a claim for salary, wages or
otherwise in respect of any of the Employees' employment with Sibanye or the
termination thereof, for the period of the Employee's employment with Sibanye
until the Delivery Date (other than a claim in respect of any obligations to be
performed under any contract after the Delivery Date), Sibanye hereby
indemnifies and holds the Issuing Party harmless for any such claim and from
any cost, damage or other disbursement incurred or suffered by the Issuing
Party as a result thereof excluding any liabilities which have transferred to
the Issuing Party.  11.9The Issuing Party shall be liable with effect
from the Delivery Date for the cost in respect of the Employees, of all the
employer's contributions to the respective pension and/or provident fund/s and
shall be responsible for the collection and payment to the respective pension
and/or provident fund/s of all Employees' contributions in compliance with the
rules of the applicable pension and/or provident fund/s.  12VALUE‐ADDED TAX  12.1As at the Delivery Date, each of Sibanye and
the Issuing Party will be registered as "vendors" in accordance with
the provisions of the VAT Act.  12.2Having regard to 12.1, the Parties
record and agree that the Business is being supplied by one vendor to another
vendor and that the provisions of section 42 of the Income Tax Act have been
complied with as contemplated in 5.  12.3Accordingly, Sibanye and the Issuing Party
shall, in terms of section 8(25) of the VAT Act be deemed to be the same Person
and no VAT shall be payable on the supply referred to in 12.2.  12.4Notwithstanding the aforegoing, should VAT be
payable for any reason in respect of the Disposal of the Business the Parties
record and agree that –  12.4.1the Business is a going concern and all of
the assets necessary to carry on an enterprise as envisaged in the VAT Act are
disposed of by Sibanye to the Issuing Party in terms of this Agreement;  36


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 12.4.2the supply of Business in terms of this
Agreement will, as at the Delivery Date, constitute an income earning activity
for purposes of the VAT Act;  12.4.3the Business being transferred constitutes an
enterprise capable of separate operation,  and,
accordingly, the transfer of the Business contained in this Agreement falls
within the ambit of section 11(1)(e) of the VAT Act and therefore VAT is
payable at the rate of zero percent.  Sibanye will render a tax invoice to the
Issuing Party reflecting that VAT is payable at a rate of zero percent in the
event that this 12.4 is applicable.  12.5Should, after the Delivery Date, the South
African Revenue Service ("SARS") hold that the transfer of (i)
the Business, or (ii) any assets of the Business by Sibanye to the Issuing
Party in terms of this Agreement is subject to VAT at a rate other than zero
percent, the value of the Consideration Shares shall be deemed to be inclusive
of VAT and Sibanye shall be liable for, and shall pay, any VAT (or penalties
and/or interest thereon) that may be levied by SARS in respect of such transfer
and indemnifies the Issuing Party accordingly.  13rehabilitation liabilities  13.1It is recorded that Sibanye –  13.1.1will, as part of the Licence to Operate,
obtain approval of an EMP in respect of, amongst others, the Business;  13.1.2through guarantees issued, or to be issued,
on behalf of Sibanye ("Sibanye Guarantees"), Sibanye has made,
and will in respect of the Section 102 Applications make, financial
provisions as required by the DMR for the obligations to Rehabilitate all
disturbances of the environments which attach to ownership of the assets of the
Business and which are caused by Sibanye's operations.  13.2In light of Sibanye ceasing to be the owner
of the assets of the Business on the Delivery Date, the liabilities to
Rehabilitate shall cease to attach to Sibanye and, accordingly, the Parties
shall use their reasonable commercial endeavours in order to procure –  13.2.1the release of Sibanye from the Sibanye
Guarantees to the extent that they relate exclusively to the Business; and 37


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  13.2.2the Issuing Party shall be bound by all the
provisions of, and shall accept liability for all the obligations and
liabilities of Sibanye in terms of, the Sibanye Guarantees.  13.3The Issuing Party shall as owner of the
assets of the Business bear the Liability to effect all Rehabilitation arising
from the operation of the Business, which is required to be effected on or at
any time after the Delivery Date in terms of –  13.3.1the EMP; and/or  13.3.2any other law,  irrespective
of whether such disturbance was caused and or when such obligation or Liability
to Rehabilitate arose or arises.  14rehabilitation trust funD  14.1As soon as reasonably possible after the
implementation of the exchange in terms of the DRD Exchange Agreement, Sibanye
shall procure that the auditors of the Sibanye Rehabilitation Trust provide to
DRD, the Issuing Party and Sibanye with a written schedule ("Rehabilitation
Schedule") detailing, setting out and confirming the total amount
standing to the credit of the Sibanye Rehabilitation Trust in respect of the
Business ("Total Trust Amount"), which Total Trust Amount
shall include any and all returns or contributions made to the Sibanye
Rehabilitation Trust up to the relevant date of transfer of the Total Trust
Amount to the DRD Rehabilitation Trust pursuant to 14.2.  14.2As soon as reasonably practical following
receipt by DRD, the Issuing Party and Sibanye of the Rehabilitation Schedule,
Sibanye shall procure that the trustees of the Sibanye Rehabilitation Trust
transfer the Total Trust Amount to the DRD Rehabilitation Trust.  14.3The provisions of 13 and 14
constitute a stipulation for the benefit of the DRD Rehabilitation Trust
and the Sibanye Rehabilitation Trust. Such benefits may be accepted by way of a
written notice delivered to the Parties at any time.   38


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 15sibanye's warranties  15.1Sibanye gives DRD and the Issuing Party the
Warranties on the basis that -  15.1.1this Agreement is entered into by DRD and the
Issuing Party relying on the Warranties, each of which is deemed to be both a
material representation inducing DRD and the Issuing Party to enter into this Agreement
and an essential contractual undertaking by Sibanye to ensure that the Warranty
is true and correct;  15.1.2each Warranty shall be a separate and
independent warranty which, subject to 15.1.3, shall not be limited by
reference to or inference from the terms of any other Warranty or by any other
provision in this Agreement;  15.1.3the liability of Sibanye in connection with
the Warranties shall be subject to ‐  15.1.3.1the limitations contained in 17;  15.1.3.2and qualified by, the disclosures fairly made
by Sibanye in the Disclosure Schedule;  15.1.4save as expressly provided in this 15
and Annexure A, Sibanye gives no warranties or representations of any
nature whatever, whether express, tacit or implied by law, in relation to the
Business and/or its assets or any other matter whatsoever.  16INDEMNITies By sibanye  16.1Without prejudice to any of the rights of DRD
or the Issuing Party at law or in terms of any other provision of this
Agreement, Sibanye indemnifies DRD and the Issuing Party (each the "Indemnified
Party") against all Losses which the
Indemnified Party may suffer or incur as a result of or in connection with any
breach of any Warranty (collectively, "Indemnified
Loss").  16.2The Indemnified Party shall not admit any
liability in respect of any claim that may give rise to an Indemnified Loss.
The Indemnified Party shall notify Sibanye in writing of any such claim as soon
as is reasonably possible after the Indemnified Party becomes aware of that
claim, but in any event within 30 days after the Indemnified Party becomes
aware of that claim, to enable Sibanye to contest that claim.   39


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 16.3Sibanye shall, at its own expense and with
the assistance of its own legal advisers, be entitled to contest any claim
referred to in 16.2 in the name of the Indemnified Party until finally
determined by the highest court to which appeal may be made (or which may
review any decision or judgment made or given in relation thereto) or to settle
any such claim and will be entitled to control the proceedings in regard
thereto, provided that ‐  16.3.1without prejudice to the Indemnified Party's
rights in terms of 16.1, Sibanye shall indemnify the Indemnified Party
against all costs (including legal costs on the scale as between attorney and
own client, any additional legal costs, penalties and interest) that may be
incurred by, awarded against or otherwise become payable by, the Indemnified
Party as a consequence of such steps. Sibanye may, prior to taking such steps,
be required by the Indemnified Party to give reasonable security for the
payment of all such costs. If the Parties are unable to agree upon the nature
or amount of such security, same shall be determined by a third party agreed to
in writing by the Parties, or failing such written agreement, by an attorney of
not less than 15 years standing, appointed by the President for the time
being of the Law Society of the Northern Provinces (or its successor body in
Gauteng), whose determination shall be final and binding;  16.3.2the Indemnified Party shall (at the expense
of Sibanye and, if the Indemnified Party so requires, with the involvement of
the Indemnified Party's own legal advisers) render to Sibanye such assistance
as Sibanye may reasonably require of the Indemnified Party in order to contest
that claim;  16.3.3Sibanye shall regularly, and, in any event,
on demand by the Issuing Party, inform the Indemnified Party fully of the
status of the contested claim and furnish the Indemnified Party with all
documents and information relating to the contested claim, which may reasonably
be requested by the Indemnified Party; and  16.3.4Sibanye shall consult with the Indemnified
Party prior to taking any major steps in relation to or settling that contested
claim and, in particular, before making or agreeing to any announcement or
other publicity in relation to that claim.  16.4Sibanye shall be obliged to pay the
Indemnified Party any amount due to the Indemnified Party in respect of any
Indemnified Loss as soon as the Indemnified Party is obliged to pay the amount
thereof (in any case which involves a payment by the Indemnified Party) or as
soon as the Issuing Party actually suffers the Indemnified Loss (in any case
which does not involve a payment by the Indemnified Party). 40


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  17LIMITATION OF LIABILITY  Notwithstanding
anything to the contrary contained in this Agreement, Sibanye's liability in
terms of or in connection with this Agreement shall be limited as set out in
this 17.  17.1Amount  The
Issuing Party or DRD (as the case may be) shall not be entitled to claim any
amount which would otherwise be due to it in terms of or in connection with
this Agreement –  17.1.1unless such amount, alone or together with
any other claims for amounts due by Sibanye to the Issuing Party and/or DRD in
terms of or in connection with this Agreement, exceeds R50 000 000,
in which event Sibanye shall, subject to 17.2 and 17.3 (inclusive) be
obliged to pay the full amount/s claimed to the Issuing Party and/or DRD and
not only the excess over the amount of R50 000 000;  17.1.2to the extent that such amount, together with
all other amounts payable by Sibanye to the Issuing Party and/or DRD in terms
of or in connection with this Agreement, exceeds R1 300 000 000.  17.2Time limitations  Sibanye shall not be liable for any claim
referred to in 17.1 or otherwise ("Claim") unless the
Issuing Party or DRD (as the case may be) has given written notice to Sibanye
of the Claim, specifying the factual basis of such Claim in reasonable detail
to the extent then known to the Issuing Party or DRD (as the case may be), on
or before the third anniversary of the Delivery Date.
Save as is specifically provided herein, this 17.2 shall not be construed
so as to affect the application of the law of extinctive prescription to any
Claim.  17.3Nature of claims  Sibanye shall not be liable for ‐  17.3.1any Claim for any consequential loss,
including loss of profits, injury to business reputation and/or loss of
business opportunities;  41


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 17.3.2any Claim by the Issuing Party to the extent
that a Claim has been made by DRD arising out of substantially the same course
or set of facts or having the course of action;  17.3.3any Claim by DRD to the extent that a Claim
has been made by the Issuing Party arising out of substantially the same course
or set of facts or having the same course of action;  17.3.4any Indemnified Loss suffered or incurred as
a result of any breach of Warranty if and to the extent that ‐  17.3.4.1such breach or Indemnified Loss is caused
by ‐  17.3.4.1.1any matter or thing done, or omitted to be
done, pursuant to and in compliance with this Agreement or otherwise at the
request, or with the approval in writing, of DRD;  17.3.4.1.2any act, omission or transaction of DRD (or
any director, officer, employee or agent or successor‐in‐title of
DRD);  17.3.4.1.3any passing of, or change in, or change of
any generally accepted interpretation or application of, any Applicable Laws
(including any change in any rates of Taxation) which occurs on or after the
Signature Date;  17.3.4.1.4any failure by DRD to use reasonable
endeavours to avoid or mitigate any Indemnified Loss; or  17.3.4.2the Issuing Party has failed to comply
with 16.2 or 16.3 and that failure has caused, contributed to or
aggravated the Indemnified Loss.  If
the Issuing Party or DRD has
the right to recover from a third party a sum which indemnifies or compensates
(in whole or in part) the Issuing Party or DRD, as the
case may be, in respect of any Indemnified Loss, then the Issuing
Party or DRD, as the case may be, shall notify Sibanye in
writing forthwith of it becoming aware of such right to enable Sibanye to take
steps to obtain recovery from such third party and the Issuing
Party or DRD, as the case may be, shall take all
such steps (including ceding or procuring the cession of such right) as Sibanye
may reasonably require (at the cost of Sibanye) in order to enable Sibanye to
enforce such right. 42


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  18interim period  18.1Sibanye shall procure that, from the
Signature Date until the Delivery Date –  18.1.1the Business will be carried on in
substantially the ordinary course thereof as carried on in the 24 months prior
to the Signature Date ("In the Ordinary Course");  18.1.2without prejudice to the generality of the
aforegoing, Sibanye will not –  18.1.2.1lease the Transferring Land or the Excluded
Land to a third party or grant any other right over or in respect of such land
which would prejudice the Issuing Party's access to and use thereof as
contemplated in the agreements to give effect to the Composite Transaction;  18.1.2.2Dispose of or Encumber the Business to a
third party;  18.1.2.3remove, or allow any third party to remove,
the assets of the Business (or any part thereof) from their location as at the
Signature Date for any reason whatsoever;  18.1.2.4enter into any transaction in respect of the
Business other than In the Ordinary Course;  18.1.2.5commence, compromise or discontinue any
legal, administrative, regulatory or arbitration proceedings (other than
routine debt collection) in respect of or in connection with the Business;  18.1.2.6make or agree to any material amendment,
variation, deletion, addition, renewal or extension to or of, terminating or
giving any notice of termination of the terms of any Licences to Operate (or
the applications in respect thereof).  18.2Between the Signature Date and the Delivery
Date, Sibanye shall –  18.2.1subject to the provisions of any Applicable
Law and the Listings Requirements, keep DRD appraised of all and any decisions
which Sibanye intends to make in respect of any of the Business that may have a
financial impact in excess of R1 000 000 or 43


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 which
would otherwise reasonably be considered as material to an acquiror of the
Business;  18.2.2grant DRD and its employees, agents,
representatives and advisers access at all reasonable times on at least 24
hours' notice to Sibanye (and in a manner so as not unreasonably to interfere
with the normal business operations) to the Business and all personnel and
documents which may reasonably be required to monitor compliance by Sibanye
with its obligations in terms of this Agreement;  18.2.3absent any force of majeure, maintain the
Additional Mine Dumps and Driefontein 4 using the same environmental
management regime as Sibanye did in the 12 month period preceding the
Signature Date;  18.2.4give prompt notice to DRD of any adverse
development causing a breach or which is likely to cause a breach of any of the
Warranties; provided that no disclosure by Sibanye in terms of this 18.2.3
shall be regarded as amending or supplementing the Disclosure Schedule or shall
prevent or cure any misrepresentation, breach of Warranty or breach of any
undertaking.  18.3Between the Signature Date and the Delivery
Date, Sibanye shall immediately upon becoming aware thereof, disclose to DRD
any circumstances which have or may have a material impact on the Business,
including any –  18.3.1actual or potential industrial action;  18.3.2pending or threatened action, suit, claim or
proceedings;  18.3.3breakage, urgent maintenance or repairs of
plant, machinery and/or equipment comprising part of the Business and having an
impact of more than R1 000 000.  18.4Insurance policies and occurrence of an
Insurable Event  18.4.1Sibanye
undertakes to the Issuing Party and DRD to maintain in force (and to pay all
premiums related to) its current insurance policies (or similar replacement
insurance policies) in respect of, inter alia, the assets of the Business
("Insurance Policies") in respect of the period between the
Signature Date and the Delivery Date. It is recorded that the Insurance
Policies are not capable of transfer by Sibanye to the Issuing Party and
therefore will be cancelled with effect from the Delivery Date. The 44


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 Issuing Party acknowledges that it shall be required to
procure comparable insurance cover in respect of the assets of the Business with
effect from the Delivery Date. Sibanye's current insurance policies are as
indicated in the Insurance and Risk Manual, 01 July 2017 to
30 June 2018, which is contained on the data disk provided to DRD by
Sibanye as contemplated in 3.2 of the Disclosure Schedule.  18.4.2If,
prior to the Delivery Date, an event which relates to or impacts upon any asset
of the Business takes place which to Sibanye's knowledge entitles it to claim
under the Insurance Policies ("Insurable Event"), then Sibanye
shall submit a claim in accordance with the Insurance Policies and any amount
received by Sibanye pursuant to such claim (less any deductible or excess paid
in respect of such claim by Sibanye) shall (at Sibanye's election) –  18.4.2.1be
apportioned, within 10 days after the later of (i) the Delivery Date; and
(ii) receipt of such amount, between Sibanye and the Issuing Party in
proportion to the respective loss actually suffered by each of such Parties in
its capacity as the holder of risk and benefit in the asset, in respect of Sibanye,
prior to the Delivery Date, and in respect of the Issuing Party, after the
Delivery Date; or  18.4.2.2be
applied where relevant towards restoring or replacing the relevant damaged or
destroyed parts of the asset.  18.4.3After
the Delivery Date, the Issuing Party shall provide all reasonable assistance to
Sibanye, in respect of any insurance claims lodged by Sibanye before the
Delivery Date.  18.5To the extent that the Issuing Party is
unable to commence processing slimes from the Driefontein Dump 3 on the
Delivery Date, then Sibanye shall have the right but not the obligation, from
the Delivery Date until 31 August 2018, to toll treat gold bearing
material (whether such material is Sibanye’s or procured from third parties) on
behalf of Sibanye at DP2 Plant and/or DP3 Plant. The toll treatment fee payable
by Sibanye to the Issuing Party shall be equal to the operating costs of the
DP2 Plant and DP3 Plant, which plants shall be operated by the Issuing Party in
substantially the same manner as they were operated prior to the Delivery Date.
To the extent that Sibanye does not procure any gold bearing material to toll
treat or if Sibanye (in its sole discretion) elects not to toll treat any gold
bearing material, then Sibanye will be responsible for the operating costs or, if
it so elects, the care and maintenance costs of (including any costs arising
from its election to 45


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 implement
care and maintenance at) the DP2 Plant and DP3 Plant (as the case may be) from
the Delivery Date until 31 August 2018.  18.6Subject to 18.7, DRD shall be entitled
(but not obliged) to commence construction of the Larger Tailing Retreatment
Project prior to the Delivery Date so as to ensure it does not fall behind the
time frames in Annexure F.  18.7If DRD commences construction of the Larger
Tailings Retreatment Project prior to the Delivery Date, DRD shall do so –  18.7.1on the basis that at least the Suspensive
Condition in 3.1.1.1.5 must have been fulfilled;  18.7.2at its own cost and at its own risk, and DRD
hereby acknowledges and agrees that it shall not be entitled to any
compensation from the Issuing Party and/or Sibanye in respect of construction
undertaken by it prior to the Delivery Date (including if this Agreement does
not come into force and effect as a result of any Suspensive Condition not
being met, other than as a result of a breach of the provisions of 3 by
Sibanye). Without derogating from the generality of the aforegoing, to the
extent that DRD commences construction of the Larger Tailings Retreatment
Project prior to the Delivery Date and this Agreement fails to come into force
as a result of any of the Suspensive Conditions not being met, Sibanye shall be
entitled at its election to either (a) keep and retain, for no
compensation, any elements of the Larger Tailings Retreatment Project already constructed,
or (b) require, at no cost, that DRD remove any elements of the Larger
Tailings Retreatment Projects already constructed and that DRD makes good any
damage visible on a reasonable inspection flowing from such removal;  18.7.3strictly on the basis that such construction
in no way interferes with the conduct by Sibanye of its business.  18.8If, in order to commence construction of the
Larger Tailings Retreatment Project, DRD elects to waive the Suspensive
Condition in 3.1.1.1.8 and/or 3.1.1.1.9, Sibanye shall nevertheless
be obliged to continue to exercise reasonable endeavours to give effect to
3.1.1.1.8 and/or 3.1.1.1.9 unless this Agreement ceases to be of force and
effect due to non‐fulfilment of any Suspensive Condition not capable of
being waived by DRD.   46


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 19CONFIDENTIALITY  19.1Subject to 19.2, no Party shall, at any
time after the Signature Date, directly or indirectly disclose, or directly or
indirectly use, whether for its own benefit or that of any other Person, ‐  19.1.1any information ‐  19.1.1.1regarding the contents of this Agreement;  19.1.1.2relating to the Company, its assets and
affairs, including all communications (whether written, oral or in any other
form) and all reports, statements, schedules and other data concerning any
financial, technical, labour, marketing, administrative, accounting or other
matter,  (collectively,
the "Confidential Information");  19.1.2any document or other record (whether in
electronic or any other medium whatsoever) containing Confidential Information
which is supplied to it by the other Party as well as documents, diagrams and
records which are produced by it (whether or not by copying, photocopying or
otherwise reproducing documents or records supplied to it), and containing any
Confidential Information ("Confidential Records").  19.2Notwithstanding 19.1, Confidential
Information may be disclosed by a Party ("Disclosing Party") ‐  19.2.1to any expert appointed in terms of this
Agreement;  19.2.2to the extent to which the prior written
consent for such disclosure has been obtained from the other Party/ies;  19.2.3to the extent to which disclosure is required
by law (excluding contractual obligations) or by the rules of any stock
exchange by which it (or any of its Affiliates) is bound, in which event the
Disclosing Party shall, unless prohibited from doing so by any such law, obtain
the other Party's/Parties' consent, not to be withheld unreasonably, for the
manner of such disclosure; provided that the Disclosing Party shall not be
obliged so to obtain the consent of the other Party/ies if such disclosure 47


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 is required before the approval can reasonably be
obtained but the Disclosing Party shall in these circumstances promptly notify
the other Party/ies of the full details of such disclosure, including the
reasons why time did not permit such consent to be obtained;  19.2.4and Confidential Records may be disclosed by
a Disclosing Party to the Disclosing Party's directors, responsible employees
and professional advisors who require such disclosure for the purpose of the
Disclosing Party's implementing or enforcing this Agreement or obtaining
professional advice or for the purpose of complying with any law. Any conduct
by any such director, employee or professional advisor which would, if that
Person had been party to this 19, have been a breach of this 19 shall
be deemed to be a breach of this 19 by the Disclosing Party;  19.2.5to the extent to which it ‐  19.2.5.1is Made Public other than as a result of any
breach of this Agreement or any other agreement. The expression "Made
Public" shall, for this purpose, have the same meaning as when it is
used in the insider trading provisions of the Financial Markets Act No 19
of 2012, which is not limited to the circumstances referred to in
section 79 of that Act;  19.2.5.2corresponds in substance to information
disclosed and/or made available by a third party to the Disclosing Party at any
time without any obligation not to disclose same, unless the Disclosing Party
knows that the third party from whom it received that information is prohibited
from transmitting the information to Disclosing Party by a contractual, legal
or fiduciary obligation to any other party;  19.2.5.3is information which was already in the
possession of the Disclosing Party prior to its disclosure by the other Party
to the Disclosing Party or is independently developed by the Disclosing Party
without reference to the Confidential Information.  20BREACH  Should any Party breach any provision of this
Agreement and fail to remedy such breach within seven days after receiving written
notice requiring such remedy, then (irrespective of the materiality of such
breach or provision) the other Party/ies shall be entitled, without prejudice 48


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 to its other rights in terms of this
Agreement or in law, including any right to claim damages, to claim immediate
specific performance of all of the defaulting Party's obligations then due for
performance or to cancel this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, no Party
shall be entitled to cancel or rescind this Agreement after the performance by
the Parties of their obligations which are required to be performed on the
Delivery Date in terms of this Agreement.  21DISPUTES  21.1Save as expressly otherwise provided for in
this Agreement, any dispute arising out of or in connection with this
Agreement, including any dispute as to its existence, validity, enforceability
or termination, shall be finally resolved in accordance with the rules of the
Arbitration Foundation of Southern Africa (or its successor-in-title) ("AFSA")
by an arbitrator appointed by AFSA. There shall be a right of appeal as
provided for in article 22 of such rules.  21.2If AFSA no longer exists then the arbitrators
shall be appointed by the President for the time being of the Law Society of
the Northern Provinces Law Society and the arbitration shall be conducted in
accordance with the Arbitration Act No 42 of 1965.  21.3Notwithstanding anything to the contrary
contained in this 21, any Party shall be entitled to obtain interim relief
on an urgent basis from any competent court having jurisdiction.  21.4For the purposes of 21.3 and for the
purposes of having any award made by the arbitrator being made an order of
court, each of the Parties hereby submits itself to the non‐exclusive
jurisdiction of the High Court of South Africa, Gauteng Local Division,
Johannesburg.  21.5This 21 is severable from the rest of
this Agreement and shall remain in full force and effect notwithstanding any
termination or cancellation of this Agreement, or any part thereof.  22change in applicable laws  If,
after the Delivery Date, there is any change in any Applicable Laws or the
interpretation thereof which would render it necessary for the Issuing Party to
obtain any right, licence, permit or approval under any Applicable Law to
operate the Business which was not required at the Delivery Date, the Parties
shall meet with a view to determining if it would be possible, acting
reasonably, to re-arrange their dealings so as not to impact on the anticipated 49


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 commercial outcomes of this Agreement for either Party
pending the Issuing Party obtaining such right, licence, permit or approval.
The provisions of this 22 shall not require either Party to incur any expense
or liability which it would otherwise not have incurred.  23DOMICILIUM AND NOTICES  23.1The Parties choosedomicilium citandi et
executandi("Domicilium") for all purposes relating to
this Agreement, including the giving of any notice, the payment of any sum, the
serving of any process, as follows ‐  23.1.1Sibanye -  physical ‐         Constantia
Office Park Bridgeview
House Ground
Floor (cnr
14th Avenue and Hendrik Potgieter Street) Gauteng 1709  e‐mail   ‐         richard.stewart@sibanyestillwater.com cain.farrel@sibanyestillwater.com  attention:                 Richard
Stewart (EVP: Business Development) Cain Farrel (Company Secretary)  23.1.2the
Issuing Party -  physical ‐         Constantia
Office Park Bridgeview House Ground Floor (cnr
14th Avenue and Hendrik Potgieter Street) Gauteng 1709  e‐mail   ‐         richard.stewart@sibanyestillwater.com cain.farrel@sibanyestillwater.com  attention:                 Richard
Stewart (EVP:  Business Development) Cain Farrel (Company Secretary) 50


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  with
a copy of every notice sent to the Issuing Party also to be sent to DRD or
Sibanye, as the case may be dependent on which Party is giving the notice, at
their respectivedomiciliain this 22.  23.1.3DRDGOLD -  physical ‐         2nd
Floor, North Tower 1
Sixty Building 160
Jan Smuts Avenue Rosebank 2196  e‐mail   ‐niel.pretorius@drdgold.com;
and riaan.davel@drdgold.com  attention:                 The
CEO and the CFO  23.2Any Party shall be entitled from time to
time, by giving written notice to the other, to vary its physicalDomiciliumto any other physical address (not being a post office box orposte restante)
in South Africa and to vary its facsimile and/or emailDomiciliumto any
other facsimile number and/or email address.  23.3Any notice given or payment made by a Party
to any other ("Addressee") which is delivered by hand between
the hours of 09:00 and 17:00 on any Business Day to the Addressee's physicalDomiciliumfor the time being shall be deemed to have been received by the Addressee at
the time of delivery.  23.4Any notice given by a Party to any other
which is successfully transmitted by email or facsimile to the Addressee's
email or facsimileDomiciliumfor the time being shall be deemed (unless
the contrary is proved by the Addressee) to have been received by the Addressee
at the time of successful transmission thereof or, if such date is not a
Business Day, on the next day which is a Business Day.  23.5This 23 shall not operate so as to
invalidate the giving or receipt of any written notice which is actually
received by the Addressee other than by a method referred to in this 23.  51


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 23.6Any notice in terms of or in connection with
this Agreement shall be valid and effective only if in writing and if received
or deemed to be received by the Addressee.  24GENERAL  24.1This Agreement constitutes the sole record of
the agreement between the Parties in relation to the subject matter hereof. No
Party shall be bound by any express, tacit or implied term, representation,
warranty, promise or the like not recorded herein. This Agreement supersedes
and replaces all prior commitments, undertakings or representations, whether
oral or written, between the Parties in respect of the subject matter hereof.  24.2No addition to, variation, novation or agreed
cancellation of any provision of this Agreement shall be binding upon the
Parties unless reduced to writing and signed by or on behalf of the Parties.  24.3No waiver, indulgence or extension of time
which a Party ("Grantor") may grant to the other/s, nor any
delay or failure by the Grantor to enforce, whether completely or partially,
any of its rights, shall constitute a waiver of or, whether by estoppel or
otherwise, limit any of the existing or future rights of the Grantor in terms
hereof, save in the event and to the extent that the Grantor has signed a
written document expressly waiving or limiting such right.  24.4Save as expressly provided in this Agreement,
no Party shall be entitled to cede, delegate, Encumber, assign or otherwise
transfer any of its rights and/or obligations in terms of, and/or interest in,
this Agreement to any third party without the prior written consent of the
other Parties.  24.5No consent or approval in terms of or in
connection with this Agreement shall be valid or effective unless in writing
and signed by or on behalf of the Party/ies giving such consent or approval.  24.6For the purposes of this Agreement –  24.6.1no data message, as defined in the Electronic
Communications and Transactions Act No 25 of 2002 ("ECTA"),
other than an email or facsimile, shall constitute writing;   52


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 24.6.2no electronic signature or advanced
electronic signature, as defined in ECTA, shall constitute a signature, except
for the purposes of varying any date referred to in this Agreement or giving
any consent or approval in terms of this Agreement.  24.7Without prejudice to any other provision of
this Agreement, any successor‐in‐title, including any executor,
heir, liquidator, business rescue practitioner, curator or trustee, of a Party
shall be bound by this Agreement.  24.8The signature by either Party of a
counterpart of this Agreement shall be as effective as if that Party had signed
the same document as the other Party.  24.9The Parties warrant to each other that they have
the legal capacity and authority required to conclude and implement this
Agreement and that such conclusion and implementation do not conflict with any
obligation or restriction applicable to either Party, whether in terms of any
law, its constitution or otherwise.  25GOVERNING LAW  This
Agreement shall in all respects (including its existence, validity,
interpretation, implementation, termination and enforcement) be governed by the
law of South Africa which is applicable to agreements executed and wholly
performed within South Africa.  26COSTS  Other than as specifically provided for
in 3, each Party shall bear and pay its own costs in relation to the
negotiation, drafting, finalisation, signing and implementation of this
Agreement.   Signed at Sandton on 22 November 2018for
 Sibanye Gold Limitedwho warrants that he is duly
  authorised hereto
   53


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 Signed at Sandton
  on 22 November 2018for
 K2017449061 (South Africa) Proprietary
  Limited (to be renamedWRTRP
  Proprietary Limited)who warrants that he is duly
  authorised hereto
   Signed at Sandton on 22 November 2018for
 DRDGOLD Limitedwho warrants that he is duly
  authorised hereto
  54


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KJT/JAJ 22112017/SIBA24179.7 Exchange Agreement - Execution - 22 Nov 2017/#4687757v1
 Annexure A – WARRANTIES  Save as fairly disclosed in the Disclosure
Schedule, Sibanye gives the Issuing Party the warranties, representations and
undertakings in this annexure.  1INTERPRETATION  In this annexure, unless the context
clearly indicates a contrary intention, ‐  1.1the provisions of the agreement to which this
annexure is annexed relating to its interpretation shall apply and the
expressions defined in that agreement shall bear the meanings assigned to them
therein;  1.2the following expressions shall bear the
meanings assigned to them below and cognate expressions bear corresponding
meanings ‐  1.2.1"Environment" – the
environment as defined in section 1 of NEMA;  1.2.2"Environmental Approvals" - all permits, authorisations, exemptions, permissions,
directives, licences, entitlements and the like issued by any Environmental
Authority pursuant to the Environmental Laws (including environmental
authorisations and EMPs) with respect to the Business and/or the Mining
Operations in respect of the Driefontein Mining Right and the Kloof Mining
Right, as the case may be, including all amendments, variations, modifications
or transfers thereof from time to time;  1.2.3"Environmental Authority" - any
legal person or body of persons (including any Governmental Authority) having
jurisdiction to determine (whether by delegation or otherwise) any matter
arising under Environmental Law and/or relating to the Environment;  1.2.4"Mining Right" – shall
bear the meaning ascribed to that term in section 1 of the MPRDA;  1.3each Warranty which is not stated to be given
as at a particular date only or in respect of a particular period only is,
notwithstanding the tense used therein, given as at the Signature Date and the
Delivery Date, and during the period between those dates;  1


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 1.4for the purposes of any reference to the
knowledge or state of awareness of Sibanye in any Warranty, Sibanye shall, in
addition to its actual knowledge, be deemed to have all knowledge which –  1.4.1it would have had, had it made all due and
careful enquiries about the Business and the matters in respect of which such
Warranty is given;  1.4.2the directors, officers and senior management
Employees of Sibanye have or would have had, had they behaved reasonably in the
course of their employment by Sibanye.  2BUSINESS  2.1Title and Encumbrances  Save
to the extent that the Licences to Operate and the Access Rights are not
capable of being owned, Sibanye is the owner of the Business and ‐  2.1.1the Business, and the assets of the Business,
are not subject to, or liable to become subject to, any Encumbrance;  2.1.2Sibanye is not in any manner whatever
prohibited or restricted from alienating or Encumbering the Business and,
without limiting the generality of the foregoing, no Person has any right
(including any option or right of first refusal) to acquire or claim delivery,
ownership or transfer, or the use, occupation, possession or enjoyment, of the
Business;  2.1.3there has been no exercise, purported
exercise or claim for any Encumbrance over any asset of the Business and there
is no dispute directly or indirectly relating to any asset of the Business.  2.2Mine Dumps  The
Additional Mine Dumps and the Excluded Mine Dumps were created prior to
1 May 2004.  3ENVIRONMENTAL COMPLIANCE  2


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 3.1Sibanye has conducted the Business and the
Mining Operations in respect of the Driefontein Mining Right and the Kloof
Mining Right in substantial compliance with Environmental Laws.  3.2Sibanye has not received any written
statutory compliance notice from any Environmental Authority during the 12
month period prior to the Signature Date alleging material non-compliance of
Sibanye in relation to the Business, the Driefontein Mining Right and the Kloof
Mining Right with Environmental Laws or any Environmental Approvals in relation
to the Business, the Driefontein Mining Right and the Kloof Mining Right and in
respect of which regulatory action in respect of the same is outstanding at the
Signature Date, or with which Sibanye has failed to comply.  3.3In respect of the Business, Sibanye has
completed and submitted the annual financial provisioning assessments to the
extent required under the MPRDA and applicable Environmental Laws and, after
these have been assessed by the DMR, Sibanye has made financial provision, or
financial provision has been made on its behalf, in the amounts required by the
DMR from time to time.  3.4The Licences to Operate in existence on the
Signature Date and the Delivery Date are the material licences, permits,
permissions, management plans and reports necessary for Sibanye to operate the
Business lawfully and have been obtained, are in force and are being complied
with in all material respects.  No notice to suspend or revoke the Licences to
Operate has been received by Sibanye.  4EMPLOYEES  4.1Annexure D of the Agreement contains, as
at the Signature Date, full particulars, in relation to the Business, of -  4.1.1the total number of Employees; and  4.1.2the names, accrued severance pay, accrued
leave and any other accrued benefits in respect of the Employees. No Employee
will be entitled to any payment, entitlement and/or benefit not provided for
in Annexure D.  4.2Sibanye has complied with all Applicable Laws
and all determinations, arbitration awards and collective agreements, which
apply to it in relation to it and the Employees.  3


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 4.3Sibanye is not party to any proceedings in
terms of the Labour Act, No 66 of 1995, the Employment Equity Act, No 55
of 1998, Basic Conditions of Employment Act, No 75 of 1997 and/or any other
employment related legislation in respect of any present or past employees of
the Business, nor to be best of Sibanye’s knowledge have any such proceedings
been instituted or application or complaint made against it and Sibanye is not
aware of any facts or circumstances which may lead to such proceedings.  4.4Sibanye has no liability in respect of fringe
benefits granted to the Employees, all of which have been taxed in full.  4.5To the best of Sibanye’s knowledge the
contributions and levies required to be paid by the employer of the Employees
in terms of the Unemployment Insurance Contributions Act No 4 of 2002, the
Compensation for Occupational Injuries and Diseases Act No 130 of 1993 and the
Skills Development Levies Act No 97 of 1998, have been paid by Sibanye.  4.6All pay as you earn deductions required by
law to be made by Sibanye in relation to the Business have been made, proper
returns have been rendered in respect thereof and all payments which are due to
the fiscus in respect thereof have been made.  4.7There is no unfunded deficit in respect of
any pension or retirement fund of which the Employees are members, whether or
not such unfunded deficit has been accrued or is reflected as a liability of
Sibanye.  5ASSETS  5.1Sibanye and its assets are insured to the
extent indicated in the Insurance and Risk Manual, 01 July 2017 to
30 June 2018, which is attached to the Disclosure Schedule. All premiums
due in respect of such insurance have been paid and Sibanye has complied with
all of the conditions to which the liability of the insurer under the policies
of insurance will be subject. As at the Signature Date, Sibanye is not aware of
any facts, matters or circumstances which may give rise to the cancellation of
any of the said policies of insurance, or the repudiation of any claims
thereunder, or to such policies not being renewed in the future, or only being
renewed subject to the imposition of more onerous terms.  5.2As at the Signature Date, none of the
material assets of the Business is the subject matter of any current or pending
litigation or similar legal proceedings (including arbitration, criminal
proceedings or administrative proceedings) and Sibanye is not aware of any
facts or circumstances which may lead to any such proceedings. 4


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  5.3The plant, machinery and equipment forming
part of the Business are in good working order and condition, fair wear and
tear excepted, have been properly maintained in accordance with Sibanye's
historical practices and, as at the Signature Date, are capable of carrying out
the functions for which they are intended.  6TRANSFERRING LAND AND LEASED LAND  6.1No Mining Operations have been undertaken or
have commenced on any part of the Transferring Land and Leased Land.  6.2The Transferring Land's and Leased Land's
zoning do not prohibit the intended use of such land.  6.3Save
as disclosed in the Disclosure Schedule, Sibanye has no knowledge of any
actual, pending or proposed expropriation for whatever purpose, or which will
or may affect the Transferring Land and/or the Leased Land in any manner
whatsoever, either directly or indirectly.  6.4The use of the Transferring Land and the
Leased Land is not subject to any restrictions imposed as a result of a major
hazardous installation (as defined in OHSA) on or near such land.  6.5Save
as disclosed in the Disclosure Schedule, the Transferring Land and the Leased
Land is not subject to any servitude, whether personal or praedial, other than
any usual township municipal servitude recorded against the title deeds of the
Project Land, or provided for in any applicable town planning scheme, and no agreement
will have been entered into whereby any restrictive condition or servitude is
to be attached to the Transferring Land and/or the Leased Land.  6.6Save
as disclosed in the Disclosure Schedule, neither the Transferring Land nor the
Leased Land or any part thereof is subject to any lawful right of occupation by
any person.  6.7Sibanye
has materially complied with all their legal obligations in respect of
installations in or on the Transferring Land and/or the Leased Land.  5


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 7INTERIM PERIOD  Sibanye
has not done anything or omitted to do anything which would result in a breach
of the provisions of 18 of this Agreement.  8HEALTH AND SAFETY LAWS  Sibanye
maintains practices and procedures to ensure material compliance with all
Health and Safety Laws applicable to the Business.  9DISCLOSURES  9.1All
information and documents comprising the Disclosure Schedule or given to DRD or
its professional advisers by Sibanye prior to the Signature Date and/or in the
course of DRD's due diligence investigation is, as at the Signature Date, true,
complete and not misleading.  9.2As at the Signature Date, Sibanye has made a
full and complete disclosure to DRD of the affairs of the Sibanye insofar as
the Business and the assets of the Business are concerned and all material
information of whatsoever nature or kind has been disclosed to DRD which would
have been material in the decision of DRD to enter into this Agreement, either
at all or on the terms and conditions set out herein.   6


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 Annexure B – DISCLOSURE SCHEDULE  1INTRODUCTION  In this Disclosure
Schedule, ‐  1.1words and expressions defined in the exchange
agreement ("the Agreement") to which this is Annexure B
will bear the same meaning in this Annexure B as those assigned to
them in the Agreement; and  1.2if any inconsistency is revealed between the
Agreement and this Disclosure Schedule, this Disclosure Schedule will prevail
and will be deemed to be the relevant disclosure.  2EFFECT OF DISCLOSURES  2.1This Disclosure Schedule makes disclosures
for the purposes of limiting the scope and effect of the Warranties given by
Sibanye in the Agreement.  2.2Sibanye will not be, or be deemed to be, in
breach of any Warranty to the extent that a fact, information, matter or thing
is fairly disclosed (with sufficient details to enable DRD and/or the Issuing
Party, as the case may be, to determine the nature and extent of the limitation
and qualification) in this Disclosure Schedule, and each of DRD and/or the
Issuing Party, as the case may be, acknowledge and agree that it will not have
a claim in respect of any such fact, information, matter or thing and Sibanye
will have no liability of any nature whatsoever or howsoever arising to DRD
and/or the Issuing Party, as the case may be, in respect thereof or arising
from, or out of, that fact, information, matter or thing.  2.3All disclosures are made generally in
relation to the Warranties and are not to be related to any particular
Warranty.  References in this Disclosure Schedule to clauses, particular
paragraphs or provisions of the Agreement or any Annexure to the Agreement, or
to any other documents, are inserted for convenience only and the disclosures
made in this Disclosure Schedule, whether made generally or by reference to a
particular clause, paragraph or provision, are disclosures made for the
purposes of all the Warranties given by Sibanye in the Agreement, which are
qualified accordingly.  Accordingly, each disclosure contained in this
Disclosure Schedule must be taken as referring to each and every clause,
paragraph or provision of the Agreement and any Annexures to the Agreement to
which it can relate. DRD and/or the Issuing Party will not be entitled to 1


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 claim that any fact, information, matter
or thing has not been disclosed to it by reason of the relevant disclosure not
being specifically related in this Disclosure Schedule to any particular
clause, paragraph or provision of the Agreement or any Annexures to the
Agreement.  2.4The disclosure of any matter or document
shall not imply any representation or warranty not expressly given in the
Agreement, nor will it be taken to contain any representation or implication by
Sibanye as to the materiality of the disclosure and the context of any
particular Warranty.  3GENERAL DISCLOSURES  The
following will be deemed to be disclosures made in this Disclosure
Schedule ‐  3.1all matters that would be disclosed by a
search in relation to the Company at the Companies and Intellectual Property
Commission in South Africa on the date that is five Business Days before the
Signature Date;  3.2all matters that are fairly disclosed in the
documents disclosed by Sibanye to DRD or its advisers for the purposes of DRD's
due diligence investigation and the data disk provided to DRD by Sibanye on the
Signature Date, a copy of which has been lodged with Werksmans for the purposes
of identification;  3.3all matters that are fairly disclosed in the
information (i) filed as a matter of public record under the rules of any
stock exchange on which the shares of Sibanye are listed, or
(ii) published on the websitewww.sibanyestillwater.com, in each
case as at the Signature Date.   2


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 Annexure C – MAp   1


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 Annexure D – employees   1


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 Annexure E – valuation
agreement  1The Parties confirm that they have agreed on
the following values as at the Delivery Date –  1.1the leave pay accrued to the Employees (as at
the Delivery Date) is ZAR[●];  1.2the severance pay (including all notice pay)
that may be payable to the Employees (as at the Delivery Date) in the event of
their dismissal, subsequent to the Delivery Date, by reason of the Purchaser's
operational requirements is ZAR[●], the principle being that a rate of
"two weeks per complete year served" will be recognised in the
determination of the severance pay;  1.3any other payments or entitlements which have
accrued to Employees but which have not been paid is ZAR[●].  2The Parties specifically record, for the sake
of clarity, that the contingent potential severance pay as at the Delivery Date
has been set out in 1.2 for the purposes only of section 197 of the Labour Act
and the Parties agree that they do not have any actual liability to the
Employees at the Delivery Date in respect of such severance pay.  3Should any Employee become entitled at any
time subsequent to the Delivery Date to receive payment of any amount referred
to in 1, the Issuing Party shall, with effect from the Delivery Date, be
liable to pay such amount to such Employee.  Annexure F – project
development plan  1Phase One  1.1Phase One commences on the Delivery Date and
is envisaged to last 24 months. Its key features are the construction and
commencement of first phase production, evaluation and test work, process
design and planning.  1.2The anticipated scope of work during this
period will include –  1.2.1from the Delivery Date, there will be a
9 month construction period which will include the construction of the
following –  1.2.1.1reclamation pump station and slurry pipeline;  1


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 1.2.1.2process water pump station and pipeline;  1.2.1.3DP2 Plant and DP3 Plant upgrades to treat
additional slime;  1.2.1.4upgrading of the slurry disposal pump station
and pipeline;  1.2.1.5potential upgrading and conversion of the
DRI4 Tailings Storage Facility;  1.2.2a 3 month ramp-up and conventional CIL
treatment phase;  1.2.3an evaluation of milling and flotation for a
period of 3 months;  1.2.4an evaluation period of 6 months for the
balance of the resources which will include DRI#3, DRI#5, Libanon, Kloof 1,
Venters Post North and Venters Post South. The evaluation of each resource will
be conducted on pilot plant scale (at DP3) and will include –  1.2.4.1bulk samples to be trucked to DP3 for
evaluation;  1.2.4.2CIL, Milling, Flotation and Concentrate
Leaching;  1.2.4.3blending of various resources to determine
the optimal combination and ratio in respect of 1.2.4.1 and 1.2.4.2 above;  1.2.4.4variation in feed rate and impact on overall
recoveries and project economics;  1.2.5following the completion of test work as
stipulated above a period, process and engineering design, financial and
capital models, funding triggers and construction will be decided over the next
3 months.  2Phase Two – Funding  On
the assumption and condition that the test work, gold price, and financial
models can justify the anticipated capital requirements, DRDGOLD will engage
with its main shareholders and preferred financial institutions to secure the
best possible funding arrangements.  6 months will be set aside to raise the
required funding.  3Phase Three – Construction of the West Rand
Tailings Retreatment Project 2


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  At
this stage a 24 month construction period is anticipated for a reclamation
process of at least 1 million tons per month.   2


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