Exhibit 4.134
 
 FACILITY AGREEMENT
  INVESTEC BANK LIMITED
  DRDGOLD LIMITED


FACILITY AGREEMENT
 1.
 PARTIES
  1.1
    INVESTEC BANK LIMITED;
  1.1.2
  DRDGOLD LIMITED.
 1.2
   2.
 DEFINITIONS AND INTERPRETATION
 2.1
 Unless inconsistent with the context, the words and expressions set forth below shall   bear   the  following   meanings   and
  cognate   expressions   shall   bear  corresponding meanings:
  " Account "
    "Advance"  means any loan up to a maximum amount of R50 000 000 (Fifty Million Rand) made or to be made from the Total Facility Amount.;
  " Advance  Conditions Precedent "means the conditions precedent stipulated in clause 6.3;
  "Agreement"
   "Agreement  Conditions  Precedent"
    Autho rizatio ns
  
    "Borrower"
 
 ,
  registered office at Ebsco House 4, 299 Pendoring Avenue.  Blackheath,  Randburg, Johannesburg, 2195;
  "Business  Day"


2.1.9
 "Cession  of  Deposit  Agreement"
 means  the  agreement  to  be  entered  into  between  the
 Lender  and  Borrower  in  terms  of  which  the  Borrower  shall  cede  all  rights  in  and  to  the Account to the Lender:
 2.1.10
 "VWAP
 ”
 means.  in  respect  of  the  Shares,  an  amount  in  Rand,  calculated  to  the  4
 th
 
 decimal  place,  determined  to  be  the  arithmetic  average  of  the  daily  volume  weighted average  value  of  all  automated  trades  on  the  JSE  divided  by  the  total  daily  volume  of  all automated trades on the JSE;
 2.1.11
 “Demand Date”
 means the date of a Demand Notice;
 
  “Demanded  Amount"
     2.1.12.1
 
 any one Advance: and/or
 2.1.12.2
 
 any amount of interest payable by the Borrower to the Lender in terms of this Agreement or
 
 
 any portion thereof; and/or
 2.1.12.3
 any other amount payable by the Borrower to the Lender in terms of this Agreement or any portion thereof,
 as specified in the Demand Notice;
 2.1.13
 "Demand  Notice"
 means  a  notice,  substantially  in  the  form  of  Schedule  and  numbered
 
 sequentially, in terms of which payment is demanded by the Lender in accordance with clause
 
 7;
 2.1.14
 "Drawdown Fee"
 means the fee as described in clause 10;
 2.1.15
 "Drawing Date"
 means the Business Day  upon  which any  Advance is  made or to he
 
 made in terms of this Agreement;
 2.1.16
 "Drawing  Request"
 means  a  notice  as  envisaged  in  clause  6  below,  duly  completed
 
 and signed by the Borrower in the form of Schedule 1 to this Agreement;
 2.1.17
 "Effective  Date"
 means,  notwithstanding  the  Signature  Date,  the  first  Business
 
 Day after  the  date  of  the  fulfillment  or  waiver  of  all  of  the  Agreement  Conditions
 
 Precedent in accordance with the terms of this Agreement;
 2.1.18
 " Election Date "
 means the date on which the Borrower provides notification
 
 with respect to  the method of settlement as contemplated in clause 7.2.
 2.1.19
 "Interest  Period"
 means  each  period  determined   in  accordance  with  clause  8  in
 
 respect of an Advance, for the purpose of calculating interest on Advances;
 2.1.20
 "Interest  Rate"
 in  relation  to  each  Interest  Period,  means  the  rate  per  annum
 
 determined by the Lender to be the aggregate of:


"Investec  Bank"
      "Investec Group"
  "JIBAR
 -
             "JSE"
     "Lender"
   "Margin"
    Parties
  "Reference  Banks"  means
    "Repeating Warranties"
  "Shares"
   "Signature  Date"
    "South Africa"
  Subsidiary "subsidiary"
    "Total  Facility  Amount"


2.1.35
 " ZAR - .AJAR-Reference Banks"  means the rate on the applicable Quotation
 
 Date. determined on the basis of the mid-market deposit rates for South African Rand,
 
 for a period of 90 days, quoted by the Reference Banks at approximately 11:00 a.m,
 
 Johannesburg time, on such Quotation Date, provided that if a Reference Bank does not
 
 supply a quotation by 11.00 am on such Quotation Day, then the rate shall be determined
 
 on the basis of the quotations of the remaining Reference Banks; and
 2.1.36
 " ZA R "
 or   " R"or   " Rand "means South African Rand, the official currency of
 
 the Republic of South Africa,
 2.2
 Any reference in this Agreement to:
 2.2.1
 a  "clause" shall, subject to any contrary indication. be construed as a reference to
 
 a clause hereof;
 2.2.2
 “law" shall be construed as any law (including common or customary law) or statute,
 
 constitution, decree, judgment, treaty, regulation, directive, byelaw, order or any other
 
 legislative measure of any government, supranational, local government, statutory
 
 or regulatory body or court
  person
      Schedule
    tax


vice versa;
  vice versa.


eiusdem generis)
           3.
 INTRODUCTION
        4.
 CONDITIONS PRECEDENT TO THIS AGREEMENT


5.
 THE FACILITY
 Subject  to  the  terms  and  conditions  of  this  Agreement,  the  Lender  agrees  to  make  available  to  the Borrower the Total Facility Amount of R250 000 000 (Two Hundred and Fifty Million Rand) up to 31 December 2009, unless terminated by agreement between the Parties. The Parties may extend the term of this Agreement by agreement between themselves.
 6.
 UTILISATION OF THE FACILITY
                  Conditions Precedent to Advances
          in
 
        that all
 
 a
    6.3.1.5
 the  Lender  having  agreed  to  grant  the  Borrower's  request  to  make  the  Advance  as  set
 
 out in the Drawing Request and having notified the Borrower of such agreement in writing
 
 within 2 (two) Business Day of receipt of the requisite Drawing Request.
 6.3.2
 The Lender shall within 2 (two) Business Days of receipt of the requisite Drawing Request notify
 
 the  Borrower  whether  or  not  it  is  satisfied  that  the  Advance  Conditions  Precedent  have  been
 
 fulfilled  or  waived  and  the  Advance  Conditions  Precedent  shall  only  be  considered  to  have
 
 been fulfilled or waived when such notice is given.


Borrower  and  any  Advances  made
 
 pursuant  to  such  Drawing  Request  to  the  Borrower  shall  constitute  valid  Advances  to  the
 
 Borrower; and
 6.7.3
 the  Lender  may  validly  act  on  all  information,  instructions  and  requests  contained  in  the
 
 Drawing Request,  without  any  liability  or  responsibility  to  verify  or  check  the  accuracy  of  such
 
 information.
 7.
 REPAYMENT
  
 The  Borrower  shall  pay  the  Demanded  Amount  in  the  manner  selected  by  the  Borrower  in
 
 accordance with clause 7.2.
 7.2
 Borrower's Election
 7.2.1
 The Lender shall require the Borrower to elect, which election shall be commu nicated  to  the
 
 Lender  b y  telep ho ne  or  e-mail  ("the  Electio n  Notice")  by  no  later  than  2  (two)  days  after  the
 
 Drawing Date, to discharge its obligation to pay the Lender in one of the following ways, either:


or
     and  failing such election by the Borrower by the specified time, the Borrower shall be deemed to have elected to discharge its obligation to settle that Advance in cash in accordance with clause 7.3.
         if  all  Authorizations required by the Borrower to enable it to lawfully issue Shares  to  discharge  its  obligation  to  pay  that  Demanded   Amount   by  issuing   Shares
  to   the Lender in   accordance   with   clause   7.4   have  been obtained   by  the   Borrower and are of full force and effect as at the Demand Date; and
 7.2.2.1.2
             Payment by the Borrower of the Demanded Amount in cash
  Advance in cash, the Borrower shall pay the Demanded Amount to the Lender within 5 (five) days following Demand Date into an account specified by the Lender in the Demand Request relating to that Demanded Amount.
  Payment
 by the of Shares


At  the  sole  discretion  and  election  of  the  Lender,  the  Lender  shall  be  entitled  to
 
 receive  payment  of  any  Demanded  Amount  partly  by  way  of  cash  and  partly  by  way  of
 
 the  delivery  ofShares  as  stipulated  in  the  Demand  Notice.  In  such  event,  the  Drawdown
 
 Fee shall only be calculated and payable by  the Borrower on  that portion of  the Demanded
 
 Amount which is paid in Shares.
 7.4.1.5
 The  Borrower's  obligation  to  pay  any  Demanded  Amount  in  accordance  with  clause  7.4
 
 shall  only  be  considered  to  be  discharged  once  all  of  the  Shares  which  the  Borrower  is
 
 obliged  to  allot,  issue  and  deliver  to  the  Lender  in  accordance  with  each  Demand  Notice
 
 have been validly allotted, issued and delivered to the Lender.
 7.4.1.6
 The  Lender  will  be  entitled  to  deliver  the  Demand  Notice,  in  respect  of  payment
 
 contemplated in this clause, to the Borrower 30 (thirty) Business Days after the Election Date.
 7.5
 Events relating to Shares andAdjustments
 7.5.1
 Following  the  declaration  by  the  Lender  of  any  Potential  Adjustment  Event, the Lender will
 
 determine  whether  such  Potential  Adjustment  Event  has  a  diluting  or  concentrative  effect  on  the
 
 theoretical value of the Shares to be allotted and issued to the Lender in accordance with the terms of
 
 this Agreement (the "Relevant Shares") and, if so.the Lender shall:
  
 subject  to  approval  from  the  JSE  (where  appropriate),  make  the  corresponding
 
 adjustment, if any, to be made to any one or more of the Relevant Shares and/or any of the
 
 other  terms  of  this  Agreement  as  set  forth  herein,  as  the  Lender  determines  appropriate,  to
 
 account for that diluting or concentrative effect; and
 7.5.1.2
 subject  to  the  approval  from  the  JSE  (where  appropriate),  determine  the  effective  date  of
 
 that  adjustment.  Upon  making  such  adjustment.  the Lender shall notify the Borrower
 
 as soon as reasonably practicable, giving brief details of the Potential Adjustment
 
 Event and of the adjustment made in accordance with this clause 7.5.
 7.5.2
 For  the  purposes of this clause 7.5, a "Potential Adjustment Event"means any ofthe
 
 following:
 7.5.2.1
 a  sub-division,  consolidation  or  reclassification  of  the  Relevant  Shares  (excluding  a
 
 Merger  Event  as  envisaged  below,  but  including  any  unbundling  or  demerger)  or  a  free
 
 distribution  or  dividend  of  any  Shares  to  existing  holders  by  way  of  bonus,  capitalisation  or
 
 similar issue;
 7.5.2.2
 a distribution or dividend to existing holders of Shares of Cash; or
 7.5.2.2.1


7.5.2.2.4
                    (" Unrelated Securities")
                                
 make a corresponding adjustment to any one or more of any Relevant Shares
 
 and/or any of the other terms of this Agreement, which adjustment will be effected as of the
 
 date determined by the Lender. Any adjustment by the Lender shall be made with reference
 
 to the rules of the JSE and precedents (if any) set by the JSE to account for Merger
 
 Events or Control Events, that in the determination of the Lender would have given
 
 rise to an adjustment.
 7.5.4
 For the purposes of this clause 7.5:
 7.5.4.1
 "Merger  Date"
  means, in respect of a Merger Event, the date upon which all holders of
 
 Shares (other than, in the case of a take-over offer, Shares owned or controlled by the offeror)
 
 have agreed or have irrevocably become obliged to transfer their Shares;
 7.5.4.2
 "Merger Event"
 means any:


7.5.4.2.1
 reclassification  or  change  of  the  Shares  that  results  in  a  transfer  of  or  an  irrevocable
 
 commitment to transfer all outstanding Shares; or
 7.5.4.2.2
 consolidation,  amalgamation  or  merger  of  the  Borrower  with  or into another entity (other than a consolidation, amalgamation or merger in which   t h e  Borrower   is   the   continuing  entity  and  which  d oes  not  result  in  any  such reclassification or change of all outstanding Shares); or
 7.5.4.3
 "Control  Event"  means  any  transaction  or  event  which  results  in  a  change  of  control
 
 o f the Borrower as "co ntro l" is d efined  in section 440A of the Companies Act, 1973.
 7.5.5
 If the quotation of the Shares is materially interrupted for any reason other than  those  mentioned
 
 in  this  clause  7.5,  the  Borrower  may,  subject  to  approval  from  the  JSE,  declare,  by  written
 
 notice  to  the  Lender,  the  obligation  to  deliver  the  Shares  void  in  which  event  the  Borrower  shall
 
 pay  the  releva nt   Demanded   Amount  to   the  Lender  in   cash   on   Business  Day
 
 following the date of such written notice.
  
 Upon  making  an  adjustment  in  terms  of  this  clause  7.5,  the  Lender  shall  as  soon  as  reasonably
 
 practicable  give  notice  to  each  of  the  Parties,  stating  the  adjustments  to  any  one  or  more  of  the
 
 Shares, and giving brief details of the Potential Adjustment Event or Merger Event as the case
 
 may  be.  Should  the  Borrower  dispute  any  adjustment  suggested  by  the  Lender  pursuant to this
 
 clause  7.5,  the  Parties  shall  agree  on  an  independent  third  party  to  determine  the  appropriate
 
 adjustment to be made pursuant to this clause 7.5. Should the Parties not be able to agree on such
 
 independent  third  party  within  3  (three)  Business  Days  as  from  the  date  upon  which  any  dispute  is
 
 raised  by  the  Borrower,  the  independent  third  party  shall  be  appointed  by  the  Banking  Council
 
 of  South  Africa.  Any  costs  occasioned  by  the  appointment  of  an  independent  third  party  as
 
 contemplated in this clause 7.5 shall be borne by the Borrower.
 7.6
 Recording of Telephone  Conversations
 The Borrower:
 7.6.1
 consents  to  the  recording  by  the  Lender  of  the  telephone  conversations  between  trading,
 
 marketing  and  other  relevant  personnel  of  the  Lender  and  the  relevant  personnel  of  the  Borrower
 
 contemplated by this Agreement:
 7.6.2
 agrees,  to  the  extent  permitted  by  applicable  law,  that  recordings  may  he  submitted  in  evidence
 
 in  any  proceedings  (including,  without  limitation,  legal  proceedings)  in  connection  with  this
 
 Agreement; and
 7.6.3
 acknowledges that the recording of telephone conversations as aforesaid is an international practice
 
 and is used solely for the purpose of resolving any disputes which may arise concerning telephonic
 
 advice or instructions.


.
 8.
 INTEREST
 8.1
 Interest  in  terms  of  this  Agreement  shall  accrue  on  each  Advance  at  theInterest  Rate,  from  the
 
 Drawing  Date  of  such  Advance  until  such  Advance  is  repaid  by  the  Borrower  in  full  and  such
 
 interest shall be calculated in accordance with the provisions of clause 8.2.
  
 Interest  in  terms  of  this  Agreement  shall  be  calculated  on  the  basis  of  the  actual  days  elapsed
 
 (including  the  first  day  of  the  relevant  Interest  Period  but  excluding  the  last  day  of  that  Interest
 
 Period) and on a year of 365 days.
  
 Any amount of interest not paid by theBorrower to theLender on due date shall be capitalised, so
 
 that interest thereafter shall be compounded.
             9.
 ADDITIONAL COSTS
 T he  Bo rro wer  shall  p ay  to   the  Lend er  o n  demand   any  a mo unt  (calculated   in  accordance  with market practice at the relevant time as certified by the Lender) which the Lender may from time to time certify  to  be  necessary  to  compensate  it  for  any  increased  costs  or  reduction  in  return  resulting  from compliance or any change in, or in the interpretation of, any law or regulation or any official directive or request  (whether  or  not  having  the  force  of  law)  including  without  limitation  any  regulatory  mandatory liquid asset and/or special deposit requirements.
 10.
 DRAW DOWN FEE
 The  Borrower  shall  pay  to  the  Lender,  a  Drawdown  Fee  equal  to  4%  (four  percent)  of  the  Demanded Amount payable on settlement of the relevant Advance, subject to the provisions of clause 7.4.1.4
 11.
 PAYMENTS
 All  payments  to  be  made  by  the  Borrower  in  cash  hereunder  shall  be  made  in  immediately available  funds  in  Rand  to  such  account(s)  as  the  Lender  may  specify  and  shall  be  made  free  of exchange,  any  other  costs,  charges  or  expenses  without  any  deduction,  set-off  or  counterclaim whatsoever.
 12.
 REPRESENTATIONS AND WARRANTIES


Repetition
  The  representations  and  warranties  set  out  in  clause  12.1  shall  survive  the  execution  of  this Agreement  and  shall  be  deemed  to  be  repeated  by  the  Borrower  in  favour  of  the  Lender  on  the date  of  each  Drawing  Request  and  on  each  Drawing  Date,  in  each  case  with  reference  to  the facts and circumstances then subsisting as if made at each such time.


13.
 UNDERTAKINGS BY THE BORROWER
                 14.
 CERTIFICATES
   indebtedness under this Agreement at any time the fact that such amount is due and payable, the rate of interest and the amount of any interest payment and to any other fact, matter or thing relating to the Borrower's indebtedness  shall  be,  in  the  absence  of  manifest  error,  rebuttable  presumed  to be  proof  of  the  contents  and  correctness  thereof  and  of  the  amount  of  the  Borrower's indebtedness  for  the  purpose  of  provisional  sentence  of  summary  judgment  or  any  other proceedings against the Borrower in any competent court and shall be valid as a liquid document for such purpose.
  It  shall  not  be  necessary  to  prove  the  appointment  or  authority  of  the  person  signing  such certificate, which shall be deemed to be sufficient particularly for the purposes of pleading or trial in any action or other proceeding instituted by the Lender against the Borrower.
 15.
 INDEMNITY
          
 the   early  breaki ng ,   termination   or   reversing   (in  whole   or   in   part)   of  any   agreement  or arrangement  entered  into  by  the  Borrower  with  the  Lender  for  the  purpose  of  or  in  connection  with fixing, capping the rate of or otherwise hedging interest payable under this Agreement;
  
    including in any such case, but not limited to, any loss of profit and any loss or expense incurred in maintaining or funding the Total Facility Amount.


SET-OFF
 The Borrower authorizes the Lender after this Agreement has become enforceable to set off any amount owing by the Borrower hereunder against any amount owing to the Borrower by the Lender (whether or not then due).
  MISCELLANEOUS
   The rights of the Lender under this Agreement:
     
      NOTICES AND DOMICILIA
    Each  Party  chooses  the  address  set  out opposite  its  name  below  as  its  address to which any written notice in connection with this Agreement may be addressed.
   Borrower:
 
  
        JOHANNESBURG
 2195


.
   Lender
    SANDTON
               Either  Party  may  by  written  notice  to  the  other  Party  change  its  chosen  address  and/or  telefax number for the purposes of clause 18.1 to any other address(es) and/or telefax number, provided that the change  shall  become  effective  on  the  7
 th
       th
    18.1.4.2
 if  delivered   by
  hand   be   deemed   to   have   been   received by   the   addressee on the date of
 
 delivery;
 18.1.4.3
 if  transmitted  by  facsimile  be  deemed  to  have  been  received  by  the  addressee   on   the
  l
 s t
 
 
 (first)   Business   Day   after   the   date   of   transmission;
 unless the contrary is proved.
 18.1.5
 Notwithstanding  anything  to  the  contrary  herein  contained,  a  written  notice  or  communication
 
 actually  received  by  a  Party  shall  be  an  adequate  written  notice  or  communication  to  it,
 
 notwithstanding that it was not sent to or delivered at its chosen address and/or telefax number.
  
 Domicilia
 18.2.1
 Each of the Parties chooses its address set out opposite its name in clause 18.1 as its domicilium
 
 citandi et executandiat which documents in legal proceedings in connection with this Agreement may
 
 be served.


.
  domicilitem
  poste restante,
   th
    19.
 GOVERNING LAW
 The entire provisions of this Agreement shall be governed by and construed in accordance with the laws of South Africa.
 20.
 JURISDICTION
 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the Witwatersrand  Local  Division  of  the  High  Court  of  South  Africa  (or  any successor to that division) in regard to all matters arising from this Agreement.
 21.
 CONFIDENTIALITY
 21.1
     21.1.2
 the negotiations relating to this Agreement;
 21.1.3
 the subject matter of this Agreement;
 21.1.4
 the other Party.
 21.2
 Either  Party  may  disclose  information  which  would  otherwise  be  confidential  if  and  to  the
 
 extent:
 21.2.1
 required by law;
 21.2.2
 required by any securities exchange or regulatory or governmental body to which either
 
 Party is subject, wherever situated, whether or not the requirement for information  has
 
 the force of law;
 21.2.3
 required to vest the full benefit of this Agreement in either Party:
 21.2.4
 disclosed to the professional advisers, auditors and bankers of either Party;
 21.2.5
 the information has come into the public domain through no fault of that Party; or
 21.2.6
 the affected Party has given prior written approval to the disclosure, such approval not to
 
 be unreasonably withheld or delayed,


provided that any such information disclosed pursuant to clauses 21.2.1 and 21.2.2 shall be disclosed only after notice to the other Party.
  SEVERABILITY
  Each  provision  in  this  Agreement  is  severable  from  all  others,  notwithstanding  the  manner  in  which they  may  be  linked  together  or  grouped  grammatically,  and  if  in  terms of any judgment or order, any provision,  phrase,  sentence,  paragraph  or  clause  is  found  to  be  defective  or  unenforceable  for  any reason,  the  remaining  provisions,  phrases,  sentences,  paragraphs  and  clauses  shall  nevertheless continue  to  be  of  full  force.  In  particular,  and  without  limiting  the  generality  of  the  aforegoing,  the Parties  hereto  ackno wledge  their  intention  to  continue  to  be  bound  by  this  Agreement notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each of which shall continue to be of full force.
  GENERAL
        No   Party  shall   be   bound   by  any  expressor   implied   term,   representation ,   warranty, promise or the like, not recorded herein.
  No  addition  to,  variation  or  consensual  cancellation  of  this  Agreement  and  no  extension of  time,  waiver  or  relaxation  or  suspension  of  any  of  the  provisions  or  terms  of  this  Agreement shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.
  No   latitud e,  extensio n  o f  time  o r  o ther  ind ulgence  which  ma y  b e  given  o r  allowed  by any  Party  to  any  other  Party  in  respect  of  the  performance  of  any  obligation  hereunder  or enforcement of any right arising from this Agreement and no single or partial exercise of any right  by  any  Party  shall  under  any  circumstances  be  construed  to  be  an  implied  consent  by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this Agreement or stop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
  The Parties undertake at all times to do all such things, to perform all such acts and  to  take  all such  steps  and  to  procure  the  doing  of  all  such  things,  the  performance  of  all  such  actions and  the  taking  of  all  such  steps  as  may  be  open  to  them  and  necessary  for  or  incidental  to  the putting into effect or maintenance of the terms, conditions and import of this Agreement.
  Save as is specifically provided in this Agreement, no Party shall be entitled to cede or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Parties affected by such transfer of rights or obligations, which consent may not be unreasonably withheld or delayed.


.
   COSTS
        All  legal  costs  incurred b y any Party in  conseq uence of  any d efault of  the provisions of this Agreement by any other Party shall be payable on demand by the defaulting Party on the scale as between attorney and own client and shall include collection charges, the costs incurred by the non-defaulting  Party  in  endeavouring  to  enforce  such  rights  prior  to  the  institution  of  legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any judgment awarded  in  favour  of  the  non-defaulting  Party  in  relation  to  its  rights  in  terms  of  or  arising  out  of this Agreement.
  COUNTERPARTS
  This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
 SIGNED
 RANDBURG 20
 th
 JANUARY
 For and on behalf of DRDGOLD LIMITED/s/C.C. Barnes Name:  C.C. Barnes Capacity:  CFO Who warrants his authority hereto
  /s/D.J. Pretorius Name:  D.J. Pretorius Capacity:  CEO Who warrants his authority hereto
 SIGNED  SANDTON 31
 st
 MARCH
 For and on behalf of INVESTEC BANK LIMITED /s/M. Currie Name:  M. Currie Capacity:  Financial Prospects Who warrants his authority hereto
  /s/A. Botha Name:  A. Botha Financial Products


SCHEDULE 1
 FORM OF DRAWING REQUEST
 To:
 [insert
 Date:
 [insert]
 Dear
  Facility  Agreement  dated  on  or  about  [insert]  2008  between Investee  Bank  Limited
 DRDGOLD Limited (the "Agreement") Drawing Request Number [insert].
 1.
 We refertoclause 6 [Utilization of the Facility]of the Agreement. Terms defined in the Agreement have the same meanings in this Drawing Request.
 2.
  
 [insert]
 [insert];
 
 all
         [Authorised signatory]
   [the Borrower]


SCHEDULE 2
 ADVANCE CONDITIONS PRECEDENT


.
 SCHEDULE 3
 FORM OF DEMAND NOTICE
 DEMAND NOTICE NUMBER [INSERT]
   
 [insert address]
  [insert]
 [date'
  We  refer  to  the  Facility  Agreement  dated  [insert]2008  (the  "Agreement")between  DRDGOLD Limited  ("theBorrower")  and  Investec  Bank  Limited.  Capitalized  terms  not  defined  herein  have  the meaning given to them in the Agreement.
 The  undersigned  hereby  demands  payment  from  the  Borrower  of  the  amount  of  R[insert]  (“the Demanded Amount")
  For the purposes of clause 11 of the Agreement, and should the Borrower elect to discharge its obligation to  pay  the  Demanded  Amount  by  paying  the  Demanded  Amount  to  the  Lender  in  cash  in  accordance  with clause  7.3  of  the  Agreement.  we  hereby  specify  our  hank  account  details  as  follows:  [insertbank  account details.]
 The Demanded Amount is in respect of the Advance in the amount of R[ ][insert] made by the Lender to the Borrower under Drawing Request Number [insert] on [insertdate].
  For  the purposes of  clause 11of the  Agreement,  should theBorrower  elect to discharge its obligation  to  pay the Demanded Amount to the Lender in Shares, the Lender requires the Borrower to issue [insertnumber] of Shares in accordance with the provisions of clause 7.4 of the Agreement.
 The Demanded Amount is in respect of the Advance in the amount of R[ ][insert]made by the Lender to the Borrower under Drawing Request Number [insert] on [insert date].
   For the purposes of clause 7.4.1.4 of the Agreement, should the Lender agree to receive payment of the Demanded Amount  partly  by  way  of  delivery  of  Shares  and  partly  by  way  of  cash,  the  Lender  requires  the  Borrower  to  Issue [inset number] of Shares and make payment of [R amount] into the following bank account [insert account details].


Page 25.
   By: Authorized Representative