EXHIBIT 4.86
 
 SHARE SALE AGREEMENT
    THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
    DRDGOLD LIMITED
    BUSINESS VENTURES INVESTMENT NO. 750 (PTY) LTD
   BUSINESS VENTURES INVESTMENT NO. 751 (PTY) LTD


2
 WHEREBY IT IS AGREED AS FOLLOWS:
 
 1.
 DEFINITIONS AND INTERPRETATION
 1.1.
 Definitions
    1.1.1.
 “Agreement”
   1.1.2.
 “The Bonds”
  
 1.1.3.
 “Business”
   1.1.4.
 “Business Day”
   1.1.5.
 “Closing”
  1.1.6.
 “the Closing Date”
  1.1.7.
 “Companies Act”


3
 1.1.8.
 “the Companies”
   1.1.9.
 “the Companies Assets”
 1.1.9.1.
   1.1.9.2.
    in securitatem debiti
 inter alia
 (a)
  (b)
  1.1.10.
 “CGR”
  1.1.11.
 “ERPM”
  1.1.12.
 “the effective date”
 st
  1.1.13.
 “The Funding Agreements”


4
 1.1.13.1.
    1.1.13.2.
   1.1.13.3.
 in securitatem debiti
   1.1.14.
 “Liabilities”
  1.1.15.
 “Parties”
 1.1.16.
 “Purchaser”
  1.1.17.
 “the Sale”
  1.1.18.
 “Seller”
  1.1.19.
 “Security Rights”
  ;
 1.1.20.
 “Sale Shares”


5
   1.1.21.
 “R” or “Rand””
 1.2.
 Interpretation
    1.2.1.
  1.2.2.
  1.2.3.
   1.2.4.
     1.2.5.
   1.2.6.
   1.2.7.


6
 1.2.8.
    1.2.9.
     1.2.10.
   1.2.11.
    1.2.12.
      1.2.13.
   1.2.14.
 eiusdem generis


7
 1.2.15.
    2.
 BACKGROUND AND RECORDAL
          3.
 SALE


3.2.3    BVI750 shall as at the Effective Date, have resolved to, upon receiving cession of
 the Pledge, and on condition that:-
 3.2.3.1.1     The Competition Commission approves the realisation of the
 security interests under the Pledge in the manner envisaged below;
 and
 3.2.3.1.2    The Competition Commission approves the Sale, to occur back-to-
 back with the realisation of the interests under the Pledge,
 realise the security interests under the Pledge by taking transfer of the Pledge
 Shares and crediting CGR with an amount equal to the fair value of the shares
 against its indebtedness in terms of the Indemnity (“the Realisation of the
 Security Interests”).
 3.2.4    The Sale may, pursuant to the realisation of the aforementioned security interest,
 if it were to occur, constitute a merger as envisaged in the Competition Act of
 1998, inasmuch as in taking transfer of the Sale Shares, the Purchaser and/or
 BVI750 may establish indirect control over CGR, and its wholly owned
 subsidiary, ERPM (“Merger”).
 3.3
 In view of the fact that a Merger may occur  the Sale:-
 3.3.1    shall be suspended pending the Competition Commission giving notice to the
 BVI750 and to the Purchaser respectively, of its decision on the application to
 approve the Realisation of the Security Interests, and the Sale.
 3.4
 If the Competition Commission approves the Realisation of the Security Interests and
 the Sale, the conditions suspending the Sale shall have been met, and the Parties shall
 proceed to Closing and Implementation of the Sale as envisaged in clause 5.


9
              th
             4.
 PURCHASE PRICE


10
 4.1.
   4.2.
   5.
 CLOSING AND IMPLEMENTATION
 5.1.
     5.2.
   5.3.
  5.3.1.
      5.3.2.
  (a)


11
 (b)
    (c)
   (d)
      (e)
    6.
 FINANCIAL STATEMENTS & AUDITS
      7.
 WARRANTIES AND REPRESENTATIONS BY THE SELLER
 7.1.


12
 7.2.
  Purchaser Annexure A
  Annexure A
    8.
       9.
  9.1.
   9.1.1.
   9.1.2.


the strategic and business plans of the Companies, the Purchaser, ERPM,
 CGR and any related corporation of the Companies and the Purchaser;
  the terms of any proposed agreement which involves the Companies and
 the Purchaser or any related corporation of the Companies and the
 Purchaser that are the subject of discussions or negotiations with any
 other party;
  any information which the Companies or the Purchaser or any related
 corporation of the Companies or the Purchaser is required to keep
 confidential under the terms of any agreement with any other party.
  The obligations of confidence in clause 9 extend to all Confidential Information of a
 Party provided to the Party or obtained by a Party before entering into this
 Agreement.
  Subject to this clause 9, no Party may -
  disclose any Confidential Information to any person who is not a Party;
  use any Confidential Information to compete with the business of the
 Companies or the Purchaser or any related corporation of the Companies
 or the Purchaser;
  use any Confidential Information in any manner which may cause or be
 calculated to cause any loss to the Purchaser or any of its shareholders or
 related corporation of the Purchaser; or
  make any public disclosure, announcement or news release containing
 Confidential Information.


PERMITTED DISCLOSURES - A Party may disclose, and permit its officers,
 employees, shareholders and agents to disclose, any Confidential Information -
  if it is required to do so by any law, any court application, legally binding
 order, government agency or recognised stock exchange, but only to the
 extent necessary to comply with such requirements and only after
 consulting with the Purchaser on the form and content of the disclosure
 prior to disclosing any Confidential Information;
  with the prior written consent of the Purchaser;
  if the Confidential Information has come within the public domain, other
 than by a breach of this Agreement by any Party;
  to the Party’s financiers, bankers, auditors or other professional advisers,
 or to a prospective purchaser of shares in the Companies, provided that
 the person to whom any disclosure of Confidential Information is to be
 made first agrees in writing to be bound by and observe the obligations of
 confidentiality in terms equivalent to those set out in this clause 9.
  PUBLIC ANNOUNCEMENTS  - Each Party shall consult all of the other Parties and
 use all reasonable endeavours to agree on the form and content of any disclosure
 before making any public announcement or news release relating to or arising from
 this Agreement, whether or not it contains Confidential Information.
  ARBITRATION
  Save in respect of those provisions of the Agreement which provide for their own
 remedies which would be incompatible with arbitration, a dispute which arises in
 regard to -


the interpretation of;  or
  the carrying into effect of;  or
  any of the Parties' rights and obligations arising from;  or
  the termination or purported termination of or arising from the
 termination of;  or
  the rectification or proposed rectification of this Agreement, or out of or
 pursuant to this Agreement or on any matter which in terms of this
 Agreement requires agreement by the Parties, (other than where an
 interdict is sought or urgent relief may be obtained from a court of
 competent jurisdiction), shall be submitted to and decided by arbitration.
  That arbitration shall be held -
  with only the Parties and their representatives other than legal
 representatives, present thereat;
  at Sandton, Johannesburg.
  It is the intention that the arbitration shall, where possible, be held and concluded in
 20 (twenty) working days after it has been demanded.  The Parties shall use their
 best endeavours to procure the expeditious completion of the arbitration.
  Save as expressly provided in this Agreement to the contrary, the arbitration shall be
 subject to the arbitration legislation for the time being in force in South Africa.
  The arbitrator shall be, if the matter in dispute is principally -


a legal matter, an impartial practising advocate of not less than 15
 (fifteen) years' standing, or an impartial admitted attorney of not less than
 15 (fifteen) years' standing;
  an accounting matter, an impartial practising chartered accountant of not
 less than 15 (fifteen) years' standing;
  any other matter, an independent person agreed upon between the
 Parties.
  If the Parties fail to agree on an arbitrator within 14 (fourteen) days after the
 arbitration has been demanded, the arbitrator shall be nominated, at the request of
 any one of the Parties by the President for the time being of the Law Society of the
 Northern Provinces (or its successor body in Gauteng).  If that person fails or refuses
 to make the nomination, either party may approach the High Court of South Africa
 to make such an appointment.  To the extent necessary, the court is expressly
 empowered to do so.
  If the Parties fail to agree whether the dispute is of a legal, accounting or other
 nature within 14 (fourteen) days after the arbitration has been demanded, it shall be
 considered a matter referred to in clause 10.5.1.
  The arbitrator shall have the fullest and freest discretion with regard to the
 proceedings save that he shall be obliged to give his award in writing fully
 supported by reasons.  His award shall be final and binding on the Parties to the
 dispute.
  Furthermore the arbitrator -


may by notice to the Parties within 5 (five) days after his appointment,
 dispense wholly or in part with formal submissions or pleadings
 provided that the Parties are given the opportunity to make submissions;
  shall determine the applicable procedure and shall not be bound by strict
 rules of evidence;
  shall allow any Party to the arbitration to call any witnesses he
 determines and shall permit cross examination of witnesses;
  shall be entitled to take equity into account and shall not be bound to
 decide the dispute according to the legal rights of the Parties;
  may, in addition to any other award he may be able to make -
  cancel this Agreement or determine that a Party has
 lawfully cancelled or is entitled lawfully to cancel this
 Agreement or require specific performance, with an award
 of damages but may not award cancellation of this
 Agreement or determine that the Agreement was lawfully
 cancelled or that a Party is lawfully entitled to cancel the
 Agreement unless the breach complained of is found by
 him to be a material one going to the root of the contract
 which cannot be compensated for by an award of damages
 or recoupment under any indemnity given in terms of this
 Agreement;
  award interest with effect from any date, and on any other
 basis, he considers appropriate in the circumstances;


unless this Agreement otherwise requires, sever any
 contract constituted by this Agreement between the Parties
 hereto from any other contract so constituted and may
 cancel one without thereby cancelling all or any of the
 others;
  shall make such order as to costs as he deems just.
  Any Party shall be entitled to have the award made an order of court of competent
 jurisdiction.
  Any dispute shall be deemed to have been referred or subjected to arbitration
 hereunder when any Party gives written notice to the others of the dispute, demands
 an arbitration and requests agreement on an arbitrator.
  The provisions of this clause are severable from the rest of this Agreement and shall
 remain in effect even if this Agreement is terminated for any reason.
  The Parties shall keep the evidence in the arbitration proceedings and any order
 made by any arbitrator confidential unless otherwise contemplated herein.
  The arbitrator shall have the power to give default judgment if any Party fails to
 make submissions on due date and/or fails to appear at the arbitration.
  If before the implementation date, the Purchaser becomes aware that a material
 breach of a material warranty has occurred which, had the Purchaser become aware
 of it after the implementation date or had it occurred after the implementation date,
 would have entitled the Purchaser to cancel the Agreement, the Purchaser shall be
 entitled to cancel the Agreement prior to the Closing Date without prejudice to the
 Purchaser’s right to claim damages, if any.


AGREEMENT, NO AMENDMENT
  This Agreement constitutes the whole agreement between the Parties relating to the
 subject matter hereof.
  No amendment or consensual cancellation of this Agreement or any provision or
 term hereof or of any agreement, bill of exchange or other document issued or
 executed pursuant to or in terms of this Agreement and no settlement of any
 disputes arising under this Agreement and no extension of time, waiver or
 relaxation or suspension of or agreement not to enforce or to suspend or postpone
 the enforcement of any of the provisions or terms of this Agreement or of any
 agreement, bill of exchange or other document issued pursuant to or in terms of this
 Agreement shall be binding unless recorded in a written document signed by the
 Parties (or in the case of an extension of time, waiver or relaxation or suspension,
 signed by the party granting such extension, waiver or relaxation).  Any such
 extension, waiver or relaxation or suspension which is so given or made shall be
 strictly construed as relating strictly to the matter in respect whereof it was made or
 given.
  No extension of time or waiver or relaxation of any of the provisions or terms of this
 Agreement or any agreement, bill of exchange or other document issued or executed
 pursuant to or in terms of this Agreement, shall operate as an estoppel against any
 Party in respect of its rights under this Agreement, nor shall it operate so as to
 preclude such Party thereafter from exercising its rights strictly in accordance with
 this Agreement.


To the extent permissible by law no Party shall be bound by any express or implied
 term, representation, warranty, promise or the like not recorded herein, whether it
 induced the contract and/or whether it was negligent or not.
  DOMICILIUM CITANDI ET EXECUTANDI
  The Parties choose as their domicilia citandi et executandi for all purposes under this
 Agreement, whether in respect of court process, notices or other documents or
 communications of whatsoever nature, the following addresses :
  Purchaser:
 Physical:     45 Empire Road, Parktown, Johannesburg
 Postal:
 PO Box 3390 Maraisburg, 1700
 Telefax:
 011 482 4641
 E-mail:
  
 Attention:    N Pretorius
  Seller
 Physical:     The Industrial Development Corporation ;
 19 Fredman Drive, Sandton
 Postal:
 P O Box 784055, Sandton, 2146
 Telefax:       011 269 3116
 E-mail:       
  nicoa@idc.co.za
 Attention:   
  [N Van Aardt]
  The Companies
 Physical:     
  45 Empire Road, Parktown, Johannesburg
 Postal:
 PO Box 3390 Maraisburg, 1700


21
    themba.gwebu@za.drdgold.com
     12.5.
    12.6.
       12.7.
  12.7.1.
  domicilium citandi et
 executandi
   12.7.2.
  domicilium citandi et executandi


22
 12.7.3.
    12.7.4.
    12.7.5.
    domicilium citandi et executandi
 13.
  13.1.
    13.2.
    13.3.
     14.


The Purchaser shall pay the stamp duty in respect of the registration of transfer of
 the Sale  Shares into the Purchaser's name or the name of its nominee/s.
  Each Party shall pay its own costs in negotiating, settling and implementing this
 Agreement.
 SIGNED by the Parties and witnessed on the following dates and at the following places
 respectively:
 
 DATE
 PLACE                         WITNESS                             SIGNATURE
 
 
 
 
 
 
 1.
 For: The Seller
 
 
 
 
 
 
 2.
 
 
 
 
 
 
 
 
 1.
 For: The Purchaser
 13/07/2005
 
     
 
 
 2.
 
 
 
 
 
 
 
 
 
 
 
 
 1.
 For: The Companies
 
 
 
 
 
 
 2.


1.
 For: KBH
 
 
 
 
 
 
 2.
 
 
 
 
 
 
 
 
 1.
 For: CGR
 
 
 
 
 
 
 2.


i
 ANNEXURE A – WARRANTIES
 
 1.
   1.1.
  1.2.
   1.3.
   1.4.
  1.5.
   1.6.