EXECUTION VERSION
 DRD OPTIONAGREEMENT  between  DRDGOLD LIMITED  and  SIBANYE GOLD 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 DRD Option Agreement - Execution - 22 Nov
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  TABLE OF CONTENTS 1interpretation. 1 2INTRODUCTION. 7 3SUSPENSIVE
CONDITION. 7 4option. 8 5CLOSING
AND DELIVERY. 9 6WARRANTIES. 11 7INDEMNITies. 13 8LIMITATION
OF LIABILITY. 14 9CONFIDENTIALITY. 17 10BREACH. 19 11DISPUTES. 19 12DOMICILIUM
AND NOTICES. 20 13GENERAL. 22 14GOVERNING
LAW.. 23 15COSTS. 23  i


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 DRD OPTION AGREEMENT  between  DRDGOLD LIMITED  and  SIBANYE GOLD
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"Agreement" ‐ this
agreement, together with its annexures (if any), as amended from time to time;  1.2.2"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 ‐  1.2.2.1which are prescribed, adopted, made, published
or enforced by any Governmental Authority; and  1


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 1.2.2.2compliance with which is (or was or will be, at
the relevant time referred to in this Agreement) mandatory for that Party;  1.2.3"Business Day" ‐ any
day which is not a Saturday, a Sunday or an official public holiday in South
Africa;  1.2.4"Closing Date" – unless
otherwise agreed by the Parties in writing and subject to 5.2, the later
of –  1.2.4.1the tenth Business Day after the Exercise Date;
and  1.2.4.2if it is not possible to credit the Sibanye
Securities Account with the Option Shares as contemplated in 5.4 on the
date referred to in 1.2.4.1, the first Business Day after that date on
which it is possible to credit the Sibanye Securities Account with the Option
Shares;  1.2.5"Companies Act" ‐ the
Companies Act No 71 of 2008;  1.2.6"Composite Transaction" – will
have the meaning ascribed thereto in the First Exchange Agreement;  1.2.7"CSDP" – a nominated
depository institution for central securities depository participant as
contemplated in the Financial Markets Act;  1.2.8"Delivery Date" ‐ the
Delivery Date in terms of, and as defined in, the First Exchange Agreement;  1.2.9"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;  1.2.10"DMR" – the Department
of Mineral Resources;  1.2.11"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);  2


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 1.2.12"DRD Exchange Agreement" – the
Exchange Agreement to be entered into between DRD and Sibanye on or about the
date of conclusion of this Agreement and in terms of which, inter alia, DRD is
to become the owner of all of the issued shares of Sibanye SPV in return for
the issue to Sibanye of DRD Shares;  1.2.13"DRD Shares" – ordinary
shares of DRD;  1.2.14"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 treatment in
respect of another Person's assets, but excludes statutory preferences, and
"Encumber" and "Encumbered" shall be
construed accordingly;  1.2.15"Exercise Date" – the
date on which the Option Notice is delivered to DRD by Sibanye in accordance
with 4.2.1;  1.2.16"Financial Markets Act" – the
Financial Markets Act No 19 of 2012;  1.2.17"First Exchange Agreement" – the
Exchange Agreement to be entered into between Sibanye, Sibanye SPV and DRD
on or about the date of conclusion of this Agreement and in terms of which
Sibanye will dispose of a tailings business to Sibanye SPV in exchange for
the issue by Sibanye SPV of shares to Sibanye;  1.2.18"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;  1.2.19"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;  1.2.20"Listings Requirements" – the
Listings Requirements of the JSE;  3


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 1.2.21"Longstop Date" – will
have the meaning ascribed thereto in the First Exchange Agreement;  1.2.22"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;  1.2.23"Nominated Account" – shall
have the meaning ascribed thereto in 5.1.2;  1.2.24"NYSE" – the New York
Stock Exchange;  1.2.25"Option" – has the
meaning ascribed thereto in 4.1;  1.2.26"Option Notice" – has
the meaning ascribed thereto in 4.2.1;  1.2.27"Option Period" – the
period commencing on the Delivery Date and expiring 24 months thereafter;  1.2.28"Option Price" – the
price payable by Sibanye to DRD for each Option Share, being equal to –  1.2.28.1the volume weighted average price per DRD Share
at which DRD Shares traded on the JSE during the 30 Trading Days preceding the
Exercise Date; minus  1.2.28.210%;  1.2.29"Option Shares" – such
number of DRD Shares as will, after the allotment and issue thereof to Sibanye
in terms of 4, result in Sibanye holding 50.1% of all DRD Shares in issue
(including any DRD Shares held as treasury shares);  1.2.30"Parties" ‐ collectively,
DRD and Sibanye and "Party" shall mean any one of them, as the
context may require;  1.2.31"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;  4


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 1.2.32"Sibanye" – Sibanye
Gold Limited (registration number 2002/031431/07), 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);  1.2.33"Sibanye Securities Account" – the
securities account established by Sibanye prior to the Delivery Date, into
which the Option Shares will be deposited in terms of 5, it being agreed
that Sibanye will, in writing, provide DRD with full details of the Sibanye
Securities Account at least five Business Days prior to the Delivery Date;  1.2.34"Sibanye SPV" - 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;  1.2.35"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;  1.2.36"South Africa" ‐ the
  Republic of South Africa;  1.2.37"Standstill Period" – shall
have the meaning ascribed thereto in 4.3.1;  1.2.38"SuspensiveCondition" ‐ the
suspensive condition stipulated in 3.1;  1.2.39"Trading Days" – any
day on which the JSE is open to settle trades in shares listed on the JSE;  1.2.40"Warranties" ‐ the
warranties, representations and undertakings given by DRD to Sibanye in terms
of this Agreement and "Warranty" shall be construed accordingly;  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;  5


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 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.  2INTRODUCTION  2.1The Parties record that as part of the Composite
Transaction –  2.1.1Sibanye wishes to acquire the right to increase
its shareholding in DRD to 50.1% of DRD Shares in issue; and  2.1.2DRD is prepared to grant Sibanye the right to
increase its shareholding in DRD to 50.1% of the DRD Shares in issue. 6


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  2.2To give effect to 2.1, the Parties agree to the
Option on the terms and conditions set out in this Agreement.  3SUSPENSIVE CONDITION  3.1This whole Agreement (other than 1,
this 3 and 9 to 15 (both inclusive), by which the Parties shall be bound
with effect from the Signature Date) is subject to the suspensive condition
that on or before the Longstop Date, all of the suspensive conditions contained in the First
Exchange Agreement, save for any suspensive condition therein relating to this
Agreement being signed and becoming unconditional, shall have been fulfilled or
waived (as the case may be).  3.2TheSuspensiveC☐nditi☐nmayn☐tbewaived.  3.3If the Suspensive Condition is not fulfilled for
any reason whatever, then ‐  3.3.1this whole Agreement (other than 1,
this 3 and 9 to 15 (both inclusive), by which the Parties shall remain
bound) shall be of no force or effect;  3.3.2the 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  3.3.3neither 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.  4option  4.1Grant  DRD hereby grants to Sibanye the
irrevocable right and option ("Option") to call on DRD, which
will then be obliged, to allot and issue the Option Shares to Sibanye at the
Option Price on the terms and conditions set out in this 4 and against
compliance by Sibanye with the applicable provisions of 5.  4.2Exercise   7


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 4.2.1Subject to 4.2.2, Sibanye shall be entitled
to exercise the Option by delivering a written notice to that effect to DRD
("Option Notice") at any time during
the Option Period. The date on which the Option Notice
is delivered by Sibanye to DRD shall be the "Exercise Date".  4.2.2The Option shall lapse and shall not be capable
of being exercised if, at any time during the Option Period but prior to
delivery of the Option Notice, Sibanye has Disposed of all or any of the DRD
Shares issued to it under the DRD Exchange Agreement and in such event this
Agreement shall terminate automatically.  4.3Dilution  4.3.1It is agreed that DRD
shall not issue any DRD Shares during the period between the Exercise Date and
the Closing Date ("Standstill Period").  4.3.2DRD shall not issue any DRD Shares and/or any
securities convertible into DRD Shares and/or grant any options and/or rights
to require the issue of DRD Shares or securities convertible into DRD
Shares at any time on or after the Delivery Date; provided that the provisions
of this 4.3.2 –  4.3.2.1shall lapse and cease to be of any further force
and effect on the Option lapsing in terms of 4.2.2 or on such earlier date
as falls on the fifth Business Day after the Parties have complied with their
respective obligations on the Closing Date; and  4.3.2.2shall not apply to the issue of any DRD Shares
pursuant to a rights issue in terms of which Sibanye (and the other
shareholders of DRD) are given an opportunity to follow their rights.  5CLOSING AND DELIVERY  5.1During the first three Business Days of the
Standstill Period –  5.1.1to the extent that they have not already done so
in terms of this Agreement or otherwise in writing, the Parties shall agree in
writing –  5.1.1.1the exact number of DRD Shares as shall constitute
the Option Shares (it being recorded that the Option Shares are defined by
reference to a percentage); 8


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  5.1.1.2the Option Price payable per Option Share; and  5.1.2DRD shall in writing nominate a bank account
with a bank in South Africa into which the Option Price payable in respect of
the Option Shares is to be paid ("Nominated Account").  5.2If the Parties are unable during the first three
Business Days of the Standstill Period to reach agreement as contemplated
in 5.1 either Party may refer the matter to an independent firm of
chartered accountants agreed to in writing by the Parties or, failing
agreement, appointed by the Chairman of the South African Institute of
Chartered Accountants ("Expert") who shall on an urgent basis
(and if possible prior to the expiry of the Standstill Period) determine the
matters referred to in 5.1.1.1 and 5.1.1.2. The determination of the
Expert shall be made as an expert and not as an arbitrator and shall be final
and binding on the Parties and shall be carried into effect. To the extent that
the Expert is unable to make a determination prior to the expiry of the
Standstill Period then, notwithstanding anything to the contrary contained in
this Agreement, the Closing Date shall be delayed and shall be the first
Business Day after the date on which the Expert has made its determination and
on which the Option Shares can be credited to Sibanye's Securities Account.  5.3At 12h00 on the Closing Date, representatives of
Sibanye and DRD shall meet at DRD's offices, 2nd Floor, North
Tower, 1 Sixty Building, 160 Jan Smuts Avenue, Rosebank. At that meeting–  5.3.1Sibanye shall deliver to DRD reasonable
evidence in writing of payment by way of electronic funds transfer of the
Option Price for all of the Option Shares into the Nominated Account;  5.3.2DRD shall, to the extent that is has not already
done so, deliver to Sibanye ‐  5.3.2.1a copy of a resolution of the board of directors
of DRD approving the allotment and issue of the Option Shares to Sibanye
pursuant to this Agreement and authorising the payment of the relevant listing
fee in respect thereof;  5.3.2.2the signed application letter submitted to the
JSE for approval of the listing of the Option Shares on the JSE and the
approval letter stating that the Option Shares will in fact be listed on the
JSE; and   9


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 5.3.2.3the irrevocable instruction to the relevant CSDP
to credit the Sibanye Securities Account with the Option Shares.  5.4In compliance with the Financial Markets Act, the
Option Shares will be issued in dematerialised form to Sibanye, and will be
credited to the Sibanye Securities Account on the Closing Date against payment
by Sibanye for the Option Shares.  5.5It is recorded that the Parties intend that the matters
referred to in 5.3 and 5.4 above be done and completed simultaneously. The
Parties reciprocally undertake in favour of each other to sign, or cause to be
signed, all such documents, and do, or cause to be done, all such further
things as may be reasonably required to give effect to this Agreement.  5.6The Parties will be entitled, by agreement in
writing, to waive the requirement for holding a meeting in terms of 5.3
and, in those circumstances, to regulate the process through which the
documents contemplated in 5 will be exchanged, as they deem fit.  5.7Subject to the Parties entering into good faith
negotiations at the request of Sibanye to agree the terms of a U.S.
registration rights agreement containing standard terms and conditions,
including incidental and demand registration rights with respect to the Option
Shares in favour of Sibanye, the Parties hereby agree that DRD will not be
required to register the Option Shares with the U.S. Securities and
Exchange Commission or list the Option Shares on any securities exchange other
than the JSE.  5.8Sibanye warrants, represents and undertakes that
for a period of 40 days after the Closing Date, neither it or its
affiliates, will offer or sell any DRD Shares, including any Option
Shares, to a U.S. Person or for the account or benefit of a U.S. Person.  6WARRANTIES  6.1General  DRD gives Sibanye
the Warranties on the basis that -  6.1.1this Agreement is entered into by Sibanye
relying on the Warranties, each of which is deemed to be both a material
representation inducing Sibanye to enter into this Agreement and an essential
contractual undertaking by DRD to ensure that the Warranty is true and correct;  10


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 6.1.2each Warranty shall be a separate and
independent warranty which, subject to 6.1.3, shall not be limited by
reference to or inference from the terms of any other Warranty or by any other
provision in this Agreement;  6.1.3the liability of DRD in connection with the
warranties shall be subject to the limitations contained in 8;  6.1.4save as expressly provided in this 6, DRD
gives no warranties or representations of any nature whatever, whether express,
tacit or implied by law.  6.2WarrantiesbyDRD  DRDherebygivestoandinfav☐ur☐fSibanye theWarranties in this 6.2,asattheClosing Date,–  6.2.1DRDhassufficientauthorisedbutunissuedDRD Sharesto
giveeffecttotheallotment
of the Option Shares in terms of 4;  6.2.2theOption Shareswillbevalidlyissuedasfully paid up toSibanye;  6.2.3any and all approvals, consents and/or waivers as
may be required in order to issue the Option Shares, and to otherwise give effect
to the allotment and issue thereof will have been received and in place, including
any required approvals of DRD's board, DRD's shareholders and the JSE;  6.2.4theallotment
and issue of the Option Shareswillbeimplementedinc☐mpliancewiththe
mem☐randum☐finc☐rporati☐n☐fDRD,theC☐mpaniesAct
and theListings Requirements;  6.2.5theOption
Shares,whenissued,shallbelistedsolely☐ntheJSE;and  6.2.6theOption
Shares,whenissued,shallrankparipassuwithall☐ther
Sharesinissue.  7INDEMNITies  7.1Without prejudice to any of the rights of
Sibanye at law or in terms of any other provision of this Agreement, DRD
("Indemnity Grantor") indemnifies Sibanye ("Indemnified 11


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 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").  7.2The 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 the Indemnity Grantor 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 the Indemnity Grantor to contest that
claim.  7.3The Indemnity Grantor shall, at its own expense
and with the assistance of its own legal advisers, be entitled to contest any
claim referred to in 7.2 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 ‐  7.3.1without prejudice to the Indemnified Party's
rights in terms of 7.1, the Indemnity Grantor 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. The Indemnity Grantor
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;  7.3.2the Indemnified Party shall (at the expense of
the Indemnity Grantor and, if the Indemnified Party so requires, with the
involvement of the Indemnified Party's own legal advisers) render to the
Indemnity Grantor such assistance as the Indemnity Grantor may reasonably
require of the Indemnified Party in order to contest that claim;  7.3.3the Indemnity Grantor shall regularly, and, in
any event, on demand by the Indemnified 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  12


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 7.3.4the Indemnity Grantor 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.  7.4The Indemnity Grantor 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 Indemnified Party actually suffers the Indemnified Loss (in any
case which does not involve a payment by the Indemnified Party).  8LIMITATION OF LIABILITY  Notwithstanding anything to the
contrary contained in this Agreement, DRD's liability in terms of or in
connection with this Agreement shall be limited as set out in this 8.  8.1Amount  Sibanye ("Aggrieved Party")
shall not be entitled to claim any amount which would otherwise be due to it in
terms of or in connection with this Agreement –  8.1.1unless such amount, alone or together with any
other claims for amounts due to the Aggrieved Party in terms of or in
connection with this Agreement, exceeds R50 000 000, in which event
DRD ("Paying Party") shall, subject to 8.2 and 8.3
(inclusive) be obliged to pay the full amount/s claimed by the Aggrieved Party
and not only the excess over the amount of R50 000 000;  8.1.2to the extent that such amount, together with
all other amounts payable by the Paying Party to the Aggrieved Party in terms
of or in connection with this Agreement, exceeds R1 300 000 000.  8.2Time limitations  The Paying
Party shall not be liable for any claim referred to in 8.1 or otherwise
("Claim") unless the Aggrieved Party has given written notice
to the Paying Party of the Claim, specifying the factual basis of such Claim in
reasonable detail to the extent then known to the Paying Party, on or before the third anniversary of the Delivery Date. Save as is specifically
provided herein, this 8.2 shall not be construed so as to affect the
application of the law of extinctive prescription to any Claim. 13


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  8.3Nature of claims  The
Paying Party shall not be liable for ‐  8.3.1any Claim for any consequential loss, including loss
of profits, injury to business reputation and/or loss of business
opportunities;  8.3.2any Claim by the Aggrieved Party to the extent
that another Claim has been made by the Aggrieved Party arising out of
substantially the same course or set of facts or having the course of action;  8.3.3any Indemnified Loss suffered or incurred as a
result of any breach of Warranty if and to the extent that ‐  8.3.3.1such breach or Indemnified Loss is caused
by ‐  8.3.3.1.1any 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 the Aggrieved Party;  8.3.3.1.2any act, omission or transaction of the Aggrieved
Party (or any director, officer, employee or agent or successor‐in‐title
of the Aggrieved Party);  8.3.3.1.3any 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;  8.3.3.1.4any failure by the Aggrieved Party to use
reasonable endeavours to avoid or mitigate any Indemnified Loss; or  8.3.3.2the Aggrieved Party has failed to comply
with 7.2 or 7.3 and that failure has caused, contributed to or
aggravated the Indemnified Loss.  If theAggrieved Partyhas the right to recover from a third party a sum which indemnifies or
compensates thePaying Party(in whole or in part) in respect of any
Indemnified Loss, then theAggrieved Partyshall notify the Paying Party in writing forthwith of it becoming
aware of such right to enable the Paying Party to take steps 14


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 to obtain recovery from such third party and theAggrieved Partyshall take all such steps (including ceding or procuring the cession of such
right) as the Paying Party may reasonably require (at the cost of the Paying Party)
in order to enable the Paying Party to enforce such right.  9CONFIDENTIALITY  9.1Subject to 9.2, 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, ‐  9.1.1any information ‐  9.1.1.1regarding the contents of this Agreement;  9.1.1.2relating 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");  9.1.2any 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").  9.2Notwithstanding 9.1, Confidential Information
may be disclosed by a Party ("Disclosing Party") ‐  9.2.1to any expert appointed in terms of this
Agreement;  9.2.2to the extent to which the prior written consent
for such disclosure has been obtained from the other Party/ies;  9.2.3to 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 15


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 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
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;  9.2.4and 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 9, have been a breach of this 9 shall be
deemed to be a breach of this 9 by the Disclosing Party;  9.2.5to the extent to which it ‐  9.2.5.1is 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, which is not limited
to the circumstances referred to in section 79 of that Act;  9.2.5.2corresponds 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;  9.2.5.3is 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.  9.3No Party shall issue any press release or any
other public document or make any public statement in each case relating to or
connected with or arising out of this Agreement and/or the Composite
Transaction without obtaining the prior approval of the other Party to the 16


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 contents thereof and the manner of its presentation and
publication; provided that such approval shall not be unreasonably withheld or
delayed; provided further that if a Party is required to make a public
announcement by law or as required by the rules of any stock exchange by which
it is bound, it shall be entitled to do so without the approval of the other
Party if it has given the other Party a reasonable opportunity (in the
circumstances) to comment on such public announcement.  10BREACH  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 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 at
any time after the DRD Exchange Agreement may no longer be cancelled by the
parties thereto.  11DISPUTES  11.1Save 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.  11.2If 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 and the arbitration shall be conducted in accordance
with the Arbitration Act No 42 of 1965.  11.3Notwithstanding anything to the contrary
contained in this 11, any Party shall be entitled to obtain interim relief
on an urgent basis from any competent court having jurisdiction.  11.4For the purposes of 11.3 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.  17


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 11.5This 11 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.  12DOMICILIUM AND NOTICES  12.1The 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 ‐  12.1.1DRD -  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  12.1.2Sibanye -  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)  18


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 12.2Any 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.  12.3Any 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.  12.4Any 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.  12.5This 12 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 12.  12.6Any 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.  13GENERAL  13.1This 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.  13.2No 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.  13.3No 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 19


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 extent that the Grantor has
signed a written document expressly waiving or limiting such right.  13.4Save 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.  13.5No 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.  13.6For the purposes of this Agreement –  13.6.1no 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;  13.6.2no 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.  13.7Without 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.  13.8The 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.  13.9The 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.  14GOVERNING 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. 20


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  15COSTS  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
 DRDGOLD Limitedwho warrants that he is duly
  authorised hereto
   Signed at Sandton on 22 November
  2018for
 Sibanye Gold Limitedwho warrants that he is duly
  authorised hereto
  21


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