EXHIBIT 4.124
 Execution Version
 Third Addendum
 Memorandum of Agreement
  ANGLOGOLD ASHANTI LIMITED
  (a company duly incorporated in accordance with the company laws of the Republic ofSouth Africa with limited liability, herein represented by Robert Louis Lazare, he beingduly authorised hereto under and by virtue of a Delegation of Authority Policy whichwas approved by the Audit and Corporate Governance Committee of the board ofdirectors of the company passed at Johannesburg on the 24
 th


ERGO MINING (PROPRIETARY) LIMITED
   (a company duly incorporated in accordance with the company laws of the Republic ofSouth Africa with limited liability, herein represented by Lloyd Dunbar Birrell, in hiscapacity as a director thereof, he being duly authorised hereto under and by virtue of aresolution of the board of directors of the company passed at Johannesburg on the14
 th
 marked
 “L”);
   DRDGOLD SOUTH AFRICAN OPERATIONS (PROPRIETARY) LIMITED
  (a company duly incorporated in accordance with the company laws of the Republic ofSouth Africa with limited liability, herein represented by Daniel Pretorius, in hiscapacity as a director thereof, he being duly authorised hereto under and by virtue of aresolution of the board of directors of the company passed at Johannesburg on the15
 th
 marked
 “M”);
   MINTAILS SOUTH AFRICA (PROPRIETARY) LIMITED
  (a company duly incorporated in accordance with the company laws of the Republic ofSouth Africa with limited liability, herein represented by Lloyd Dunbar Birrell, in hiscapacity as a director thereof, he being duly authorised hereto under and by virtue of aresolution of the board of directors of the company passed at Johannesburg on the14
 th
 marked
 “N”);


Definitions
       BRAKPAN TSF
     marked
 “O”;
                marked
 “P”


Calcine Dam
       CONTRACTS
 WITHOK
 COMPLEX
  EFFECTIVE DATE
 AGA
 EFFECTIVE
 DATE
     marked
 "Q"


ERGO PROPERTIES
                   marked  “R”
 Contaminated Servitude
 Properties
  FIRST ADDENDUM
  PARTIES
  MAIN
 AGREEMENT


marked “S”
  MAIN AGREEMENT
   PARTIES
   the definitions therein contained
 shall, unless inconsistent with the
 context of the ,
 apply mutatis mutandis hereto and
 for ease of reference shall be
 reflected throughout the THIRD
 ADDENDUM in capital italics
  “SECONDADDENDUM”
  PARTIES
  MAIN
 AGREEMENT
   marked “T”
  THIRD ADDENDUM
  MAIN AGREEMENT


NEWCO AGA ERGO
 PROPERTIES    WITHOK
 COMPLEX
   WITHOK COMPLEX
    
 marked
 “U”
 
 
 
    
 
 BRAKPAN TSF


MAIN AGREEMENT mutatis
 mutandis
  Recordal
    MAIN AGREEMENT FIRST ADDENDUM
 SECOND ADDENDUM
      PARTIES AGA
  NEWCO ERGO PROPERTIES
 WITHOK COMPLEX
 THIRD ADDENDUM
 MAIN
 AGREEMENT


PARTIES THIRD ADDENDUM
   THIRD ADDENDUM
 PARTIES MAIN AGREEMENT
 SIGNATURE DATE
   Ad definition 1.1.14 - “ERGO ASSETS”
   “’ERGO ASSETS’
 shall, in relation to the ERGO OPERATIONS,
 collectively mean the:-
 1.1.16.1
 BENONI CLUSTER;
 1.1.16.2
 ERGO DESIGNATED RIGHTS;
 1.1.16.3
 ERGO DUMPS;
 1.1.16.4
 ERGO MINING ASSETS;
 1.1.16.5
 ERGO MINING RIGHTS;
 1.1.16.6
 ERGO PROPERTIES;


1.1.16.7
 SITE; and
 1.1.16.8
 WITHOK COMPLEX,
 to the exclusion, however, of the EXCLUDED
 ASSETS;”
  Ad definition 1.1.15 – “ERGO DESIGNATED RIGHTS”
   “’ERGO DESIGNATEDRIGHTS”
 shall  mean  all  the  registered  rights  of
 whatsoever nature and howsoever arising,
 including  without  derogating  therefrom,
 servitudes or otherwise, of and in connection
 with the BENONI CLUSTER, the ERGO
 DUMPS, the ERGO PROPERTIESand the
 WITHOK COMPLEXincluding those rights
 more fully detailed in a schedule thereof
 annexed hereto and marked “V”(for ease of
 reference the amended Annexe “F”to the
 MAIN AGREEMENTis reflected as Annexe
 “V”to the THIRD ADDENDUM);


Ad definition 1.1.18 – “ERGO MINING RIGHTS”
   “’ERGO MINING RIGHTS”
 shall, in relation to the applicable ERGO
 ASSETS, mean AGA’s existing OLD ORDER
 MINING RIGHTS(to be converted to NEW
 ORDER MINING RIGHTS) in respect of the
 ERGO OPERATIONSentitling AGAor any
 subsequent holder thereof to conduct mining
 and allied operations on and from the
 BENONI CLUSTER, the ERGO DUMPS, the
 SITEandWITHOK COMPLEXorany
 component thereof and in no way derogating
 from the generality thereof as more fully
 delineated in yellow and green stripes on the
 drawing annexed hereto and marked “W”
 (for ease of reference the amended Annexe
 “E”to the MAIN AGREEMENTis reflected
 as Annexe“W”
  to the THIRD
 ADDENDUM);
  Ad definition 1.1.20 – “EXCLUDED ASSETS”


’
 EXCLUDED ASSETS’
 shall mean the following assets which shall
 be expressly excluded from the ERGO
 ASSETSand the ERGO OPERATIONS, to
 wit:-
 1.1.20.1
 the Brakpan plant and storage
 facilities - which have been
 acquired by HVH Gold
 (Proprietary) Limited (the
 ultimate controlling company
 whereof is MINTAILS AUS);
 and
 1.1.20.2
 the East Daggafontein Plant
 and adjacent property - which
 have been acquired by Skeat
 Gold Mining East Rand
 (Proprietary) Limited and HVH
 Gold (Proprietary) Limited
 (both of which companies are
 ultimately controlled by
 MINTAILS AUS); and
 1.1.20.3
 freehold land (agricultural land)
 more fully detailed in a
 schedule thereof annexed


hereto marked “X”(for ease of
 reference the amended
 Annexe “H”is reflected as
 Annexe “X”to the THIRD
 ADDENDUM), which shall
 remain the property of AGA
 including any liability attaching
 thereto;
 and in the event of:-
  the acceptance of the due diligence
 investigation by NEWCO
  as
 provided in clause 9bis of the MAIN
 AGREEMENTas read with clause
 3.10 of the THIRD ADDENDUM,
 the area delineated in yellow in the
 diagram annexed to the THIRD
 ADDENDUMand marked “Y”;
  the non-acceptance of the due
 diligence investigation by NEWCO
 as provided in clause 9bis of the
 MAIN AGREEMENTas read with
 clause 3.10 of  the THIRD
 ADDENDUM, the area as


delineated in light green on the
 diagram annexed to the THIRD
 ADDENDUM and marked
  “Y”
 including any infrastructure of
 whatever nature situate thereupon,
 which shall remain the property of
 AGA, including the rehabilitation
 and environmental management
 liability therefor;
  Ad definition 1.1.27 - “NEWCO”
 Friedshelf 849 (Proprietary) Limited
  Ergo Mining (Proprietary) Limited [formerly known as Friedshelf 849
 (Proprietary) Limited]
  Ad clause 3 – Conditions Precedent
  Ad clause 3.1


Ad clause 3.1.3
   3.1.3
 the written approval, to the extent necessary, of the
 COMPETITION COMMISSION- prior to the 31 March
 2008
  Ad new sub-clause 6.4 to the MAIN AGREEMENT - Acknowledgments,Indemnity and Warranties by NEWCO
   “6.4
 NEWCOwarrants in favour of AGAthat it will comply with the
 operating parameters as set out in Annexe “Z”to the THIRD
 ADDENDUMwhen designing, constructing, operating and dealing in
 any way whatsoever with the BRAKPAN TSF.”
  Ad sub-clause 8.2 – Purchase Consideration and Payment thereof
   8.2
 The consideration payable by NEWCOto AGAattributable to the
 ERGO ASSETS(save the BENONI CLUSTERfor which express
 provision is made in terms of clause 8.3 infra) shall be the agreed sum


of ZAR87 800 000,00 (eighty seven million eight hundred thousand
 RAND) plus Value Added Tax plus interest at PRIMEon the
 outstanding balance from time to time determined and payable as
 follows:-
 8.2.1
 ZAR7 000 000,00 (seven million RAND) plus Value Added
 Tax on the SIGNATURE DATE, which amount shall
 constitute a non-refundable deposit,
  whether the
 AGREEMENTis ultimately rendered unconditional or not;
 8.2.2
 ZAR6 000 000,00 (six million RAND) plus Value Added Tax
 within 3 (three) days after the signature of the THIRD
 ADDENDUM, which amount shall likewise constitute a
 second non-refundable deposit, whether the AGREEMENTis
 ultimately rendered unconditional or not; and
 8.2.3
 the balance of ZAR74 800 000,00 (seventy four million eight
 hundred thousand RAND) as to:-
 8.2.3.1
 ZAR35 800 000,00 (thirty
  five million eight
 hundred thousand RAND), plus Value Added Tax
 plus interest at PRIMEin 23 (twenty three) equal
 monthly instalments, the first of which shall be
 payable on the 1 August 2007 and thereafter on
 the first day of each and every succeeding month
 to the ATTORNEYS, to be held by them ‘in trust’


and placed in an interest bearing account pending
 the arrival of the CLOSING DATEwhen the
 aggregate of the amounts paid plus accumulated
 interest thereon as hereafter, shall be released to
 AGAand whereafter the said payments shall be
 made directly by NEWCOto AGA. In such regard
 it is recorded that:-
 8.2.3.1.1
 the PARTIESare aware that the
 monies so invested will be deemed
 to constitute trust monies as
 contemplated by, and subject to the
 protection of, Section 78 of the
 Attorneys Act, No 53 of 1979, as
 amended, of the RSA;
 8.2.3.1.2
 the account will be in the name of the
 ATTORNEYS and under their
 control;
 8.2.3.1.3
 the provisions hereof constitute the
 required written instruction/-
 authorisation to the ATTORNEYSin
 accordance with rule 77.1 of the
 Rules of the Law Society of the


Northern Province of the RSAto so
 invest such funds; and
 8.2.3.1.4
 the said funds shall be invested for
 the benefit of AGApending the
 arrival of the CLOSING
  DATE,
 whereupon the capital sum and the
 interest which has accrued thereon
 shall be released by the
 ATTORNEYSto AGA; and
 8.2.3.2
 ZAR39 000 000,00 (thirty nine million RAND) plus
 Value Added Tax plus interest at PRIMEin 19
 (nineteen) equal monthly instalments, the first of
 which shall be payable on the first day of the
 month following the written confirmation
  by
 NEWCOof its acceptance of the due diligence
 investigation referred to in clause 9bis of the
 MAIN AGREEMENTas read with clause 3.10 of
 the THIRD ADDENDUMand thereafter on the first
 day of each and every succeeding month to the
 ATTORNEYS, to be held by them ‘in trust’ mutatis
 mutandis in accordance with the provisions set
 forth in clause 8.2.3.1 supra;


Ad new sub-clause 8.4bis -
  Purchase Consideration and Payment
 thereof
  “8.4bis
 In addition to the consideration attributable to the CALCINE DAM,
 the ERGO PROPERTIESand the WITHOK COMPLEX, NEWCO
 shall within 3 (three) business days following its written confirmation
 of its acceptance of the due diligence investigation referred to in
 clause 9bis infra, deliver to AGAa satisfactory financial institution
 guarantee in the sum of ZAR40 000 000,00 (forty million RAND) in
 terms whereof AGAis indemnified in respect of the rehabilitation
 obligations associated with the WITHOK COMPLEX, the said
 guarantee to be expressed as payable to AGAor its nominee.”
  Ad new clause 9bis to the MAIN AGREEMENT - Environment, Health andSafety and Related Costs
   WITHOK COMPLEX
  MAIN
 AGREEMENT PARTIES
  WITHOK COMPLEX
 THIRD ADDENDUM
 NEWCO


THIRD
 ADDENDUM
  NEWCO
  THIRD ADDENDUM
 WITHOK COMPLEX
 MAIN AGREEMENT
   EWCO
  AGA
   NEWCO
 THIRD ADDENDUM
       NEWCO
 AGA


NEWCO
       NEWCO
  BRAKPAN TSF
  Ad new clause 11bis to the MAIN AGREEMENT
  “11bis.
 CONTRACTS
 Should the due diligence as provided for in clause 9bis be acceptable
 to NEWCO, then and in such event AGAshall procure the consent of
 the parties to the CONTRACTSto the assignment by AGAto


NEWCO, with effect from the 15 January 2008, of the relevant rights
 and obligations of AGAin terms of such CONTRACTS.”.
  Ad Annexe “E” to the MAIN AGREEMENT - Drawing reflecting BENONICLUSTER and ERGO DUMPS (second plan headed “Location of Dumpsand Associated Registered Rights)
  THIRD ADDENDUM
 Annexe “E” MAIN AGREEMENT
 area excluded from sale
  Ad Annexe “F” - Schedule of ERGO DESIGNATED RIGHTS
 Annexe
 “V”
  Ad Annexe “E” -
  Drawing reflecting BENONI CLUSTER and ERGO
 DUMPS
 Annexe
 “W”hereto.
  Ad Annexe “G” - Schedule of ERGO MINING ASSETS
 Annexe
 “AA”


Ad Annexe “H” - Schedule of excluded FREEHOLD land
 Annexe
 “X”
  Ad Annexe “K” – Allocation of Purchase Consideration
 Annexe
 “BB”
  MAIN AGREEMENT
 MAIN AGREEMENT THIRD ADDENDUM
    Counterparts
 THIRD ADDENDUM
  THIRD ADDENDUM


AGA
         NEWCO
 th
         DRD SA
 th


MINTAILS SA
 th


Annexe “L”
 Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Mining (Proprietary)Limited, held at Johannesburg on the 14
 th
  Resolved that
  The company enters into a third addendumwith AngloGoldAshanti Limited, DRDGoldSouth
 
 (Proprietary) Limited, upon the terms andconditions contained in a draft of suchagreement
   Lloyd Dunbar Birrell, in his capacity as adirector of the company, be and he ishereby


Annexe "M"
 Extracts from the Minutes of a Meeting of the Board of Directors of DRDGold South AfricanOperations (Proprietary) Limited, held at Johannesburg on the 15
 th
   Resolved that
  The company enters into a third addendumwith AngloGoldAshanti Limited, Friedshelf849 (Proprietary) Limited and MinTailsSouth Africa (Proprietary) Limited, upon theterms and conditions contained in a draft ofsuch agreement which was tabled at thismeeting.
  Daniel Pretorius, in his capacity as adirector of the company, be and he ishereby


Annexe "N"
 Extracts from the Minutes of a Meeting of the Board of Directors of MinTails South Africa(Proprietary) Limited, held at Johannesburg on the 14
 th
   Resolved that
  The company enters into a third addendumwith AngloGoldAshanti Limited, Friedshelf849 (Proprietary) Limited and DRDGoldSouth African Operations (Pty) Limited,upon the terms and conditions contained ina draft of such agreement which was tabledat this meeting.
  Lloyd Dunbar Birrell, in his capacity as adirector of the company, be and he ishereby


Annexe “O”
 Diagram for BRAKPAN TSF
 vide


Annexe “P”
 Portion of BRAKPAN TSF
 vide


Annexe “Q”
 Schedule of CONTRACTS
 vide


Annexe “R”
 Diagram reflecting ERGO PROPERTIES
 vide


Annexe “S”
 Copy of FIRST ADDENDUM
 vide


Annexe “T”
 Copy of SECOND ADDENDUM
 vide


Annexe “U”
 Diagram reflecting WITHOK COMPLEX
 vide


Annexe “V” to THIRD ADDENDUM
 Annexe “F” to MAIN AGREEMENT
 Schedule of ERGO DESIGNATED RIGHTS
 vide


Annexe “W” to THIRD ADDENDUM
 Annexe “E” to MAIN AGREEMENT
 Drawing reflecting BENONI CLUSTER and ERGO DUMPS
 vide


Annexe “X” to THIRD ADDENDUM
 Annexe “H” to MAIN AGREEMENT
 Schedule of Freehold land
 vide


Annexe “Y”
 Diagram of Area referred to in EXCLUDED ASSETS
 vide


Annexe “Z”
 Operating Parameters for the BRAKPAN TSF
 vide
   Minimum beach length (distance of pool fromcoarse wall)
  Maximum pool elevation (to avoid floodingthe existing penstock tower)
  Present date on BRAKPAN TSF
                  Present pool volume (available for sub-aqueous deposition)
  “Airspace” to additional 10 m height at 1,3t/m3
  Total available (excluding the present watervolume)*


Annexe “AA” to THIRD ADDENDUM
 Annexe “G” to MAIN AGREEMENT
 ERGO MINING ASSETS
 vide


Annexe “BB” to THIRD ADDENDUM
 Annexe “K” to MAIN AGREEMENT
 Allocation of Purchase Consideration
 vide
  ERGO DESIGNATED RIGHTS
      BENONI CLUSTER
   TRADE MARK / TRADE NAME
   ERGO MINING ASSETS(including the ERGO MININGRIGHTS)
   SITE
   WITHOK COMPLEX
   ERGO PROPERTIES
  Total
 ZAR87 800 000,00
 excluding Value
 Added Tax