EXECUTION VERSION
 CLOSING
AND AMENDING AGREEMENT  between  SIBANYE GOLD LIMITED  and  WRTRP PROPRIETARY LIMITED (formerly named K2017449061 (South
Africa) Proprietary Limited)  and  DRDGOLD LIMITED  The Central 96 Rivonia Road
 Docex 111 Sandton
 enquiries@werksmans.comSandton 2196 Johannesburg South Africa
 Tel+27
  11 535 8000
 www.werksmans.comPrivate Bag 10015 Sandton 2146
 Fax+27
  11 535 8600


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 TABLE OF CONTENTS 1INTERPRETATION. 1 2Amendment. 3 3SUSPENSIVE
CONDITIONS TO THE FIRST EXCHANGE AGREEMENT. 3 4approval in
terms of the competition act. 7 5DELIVERY IN
TERMS OF THE FIRST EXCHANGE AGREEMENT. 9 6closing,
delivery and no cancellation of the First Exchange Agreement. 10 7closing,
delivery and no cancellation of the DRD Exchange Agreement. 11 8THE CPP LAND. 13 9undertaking
by Sibanye in terms of the section 102 applications. 14 10employees. 14 11rehabilitation
liabilities. 15 12DOMICILIUM AND
NOTICES. 16 13GENERAL. 18  ANNEXURES Annexure A – approval of financial
surveillance department of sarb Annexure B – jse approval of drd circular Annexure C – trp approval of drd circular Annexure D – approval in terms of
competition act Annexure E – PRESS ANNOUNCEMENT CONFIRMING
APPROVAL of drd shareholders Annexure F – ENVIRONMENTAL AUTHORISATIONS
AND WASTE MANAGEMENT LICENCES Annexure G – CONFIRMATION OF VAT
REGISTRATION OF ISSUING PARTY Annexure H – lender's consent in terms of
the rand revolving credit facility Annexure I – employees of the business as
at the delivery date i


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
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 CLOSING AND AMENDINGAGREEMENT  between  SIBANYE GOLD LIMITED  and  WRTRP PROPRIETARY LIMITED (formerly named K2017449061 (South Africa)
Proprietary Limited)  and  DRDGOLD LIMITED   1INTERPRETATION  In
this Agreement,-  1.1the following words and expressions shall
bear the meanings assigned to them below and cognate words and expressions bear
corresponding meanings ‐  1.1.1"Agreement" ‐ this
agreement, together with its annexures, as amended from time to time;  1.1.2"Business Day" ‐ any
day which is not a Saturday, a Sunday or an official public holiday in South
Africa;  1.1.3"CPP Land" – the
land upon which the CPP will be located, being
Portions 5, 11, 35 and 36 of the Farm Rietfontein
No 349, Registration Division I.Q., Gauteng Province and the
remaining extent of the Farm Doornkloof No 348, Registration Division I.Q.,
Gauteng Province;  1.1.4"DRD" – DRDGOLD
Limited (registration number 1895/000926/06), a public company duly
incorporated and registered in accordance with the laws of South Africa;  1.1.5"DRD Exchange Agreement" - the
written exchange agreement (in terms of section 42 of the Income Tax Act)
entered into between Sibanye and DRD on 22 November 2017;  1.1.6"Engineering Services" – a
system for the provision of water, electricity, gas, roads, sewerage, storm
water drainage and solid waste collection and removal; 1


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  1.1.7"External Engineering Services" – the
Engineering Services situated outside the boundaries of the CPP Land, and
which is necessary to serve the CPP Land;  1.1.8"First Exchange Agreement" – the
written exchange agreement (in terms of section 42 of the Income Tax Act)
entered into between Sibanye, the Issuing Party and DRD on 22 November
2017;  1.1.9"Internal Engineering Services" – the
Engineering Services within the boundaries of the CPP Land, and which will
be connected to the External Engineering Services;  1.1.10"Issuing Party" – WRTRP
Proprietary Limited(registration number 2017/449061/07)(formerly
named K2017449061 (South Africa) Proprietary Limited), a
private company duly incorporated and registered in accordance with the laws of
South Africa, also known as "Target" in terms of the DRD
Exchange Agreement;  1.1.11"Option" – shall
have the meaning ascribed thereto in the DRD Option Agreement;  1.1.12"Option Period"- shall
have the meaning ascribed thereto in the DRD Option Agreement;  1.1.13"Remaining CPP Land" ‐ that
portion of the CPP Farm Rietfontein which does not form and constitute the CPP
Land;  1.1.14"Sibanye" – Sibanye
Gold Limited (registration number 2002/031431/06), a public company duly
incorporated and registered in accordance with the laws of South Africa;  1.1.15"Signature Date" – when
this Agreement has been signed by all Parties (whether or not in counterpart),
the latest of the dates on which this Agreement (or counterpart) was signed by
a Party;  1.2capitalised terms which are not defined in
this Agreement shall have the meaning ascribed thereto in the First Exchange
Agreement;  1.3the same rules of interpretation as have been
prescribed in the First Exchange Agreement will apply. 2


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  2Amendment  2.1The Parties hereby agree, by their signatures
to this Agreement, to amend the First Exchange Agreement by –  2.1.1deleting 3.1.1.1.3 of the First Exchange
Agreement; and  2.1.2deleting the reference made to 3.1.1.1.3
of the First Exchange Agreement in clause 3.1.3 of the First Exchange
Agreement.  2.2The provision of 3.1.1.1.3 of the First
Exchange Agreement stipulates that on or before the Longstop Date, the JSE
shall have approved the listing of the DRD Shares to be issued pursuant to
the DRD Exchange Agreement. The Parties have agreed to amend the First
Exchange Agreement by deleting 3.1.1.1.3 in acknowledgment by both Parties
of the fact that it will not be possible to obtain, on or before the Delivery
Date, a copy of the JSE's approval of the listing of the DRD Shares
which are to be issued.  3SUSPENSIVE CONDITIONS TO THE FIRST EXCHANGE AGREEMENT  The
Parties, by their signature hereto, agree to, acknowledge and confirm each of
the statements in this 3.  3.1Fulfilment of Suspensive Conditions  3.1.1The Parties confirm that all of the
Suspensive Conditions in 3.1.1.1 of the First Exchange Agreement were and
are hereby fulfilled and/or waived and/or deleted on or before the Longstop
Date. In this regard it is recorded and agreed that -  3.1.1.1a copy of the e-mail of an authorised dealer
confirming that the approval of the Financial Surveillance Department of SARB,
in terms of which the DRD Circular was approved pursuant to the Exchange
Control Regulations as contemplated in 3.1.1.1.1 of the First Exchange
Agreement, is not required is attached hereto as Annexure A. Having regard
to the aforesaid e-mail, the Parties have waived, or hereby waive, the
Suspensive Condition in 3.1.1.1.1 of the First Exchange Agreement;  3


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 3.1.1.2a copy of the approval of the JSE in terms of
which the DRD Circular was approved, as contemplated in 3.1.1.1.2 of the First
Exchange Agreement, is attached hereto as Annexure B;  3.1.1.3the Parties have agreed, in terms of 2
of this Agreement to the deletion of clause 3.1.1.1.3 of the First
Exchange Agreement;  3.1.1.4a copy of the approval of the TRP in terms of
which it approved the DRD Circular, as contemplated in 3.1.1.1.4 of the First
Exchange Agreement, is attached hereto as Annexure C;  3.1.1.5a copy of the approval of the Composite
Transaction in terms of the Competition Act, as contemplated in 3.1.1.1.5 of
the First Exchange Agreement, is attached hereto as Annexure D;  3.1.1.6at the General Meeting of DRD Shareholders
held on 28 March 2018 –  3.1.1.6.1DRD Shareholders passed the requisite
resolution waiving the benefit of the mandatory offer which would ordinarily
flow from the issue of the DRD Shares to Sibanye in terms of the DRD
Exchange Agreement, as contemplated in 3.1.1.1.6 of the First Exchange
Agreement;  3.1.1.6.2each of the ordinary and special resolutions
contemplated in 3.1.1.1.7 of the First Exchange Agreement was passed by
the requisite majorities.  A
copy of the press announcement made by DRD reflecting the outcome of the votes
on the resolutions at the General Meeting is attached hereto as
Annexure E;  3.1.1.7a copy of –  3.1.1.7.1the Environmental Authorisations and Waste
Management Licences bearing DMR reference numbers GP30/5/1/2/2/07MR,
GP30/5/1/2/2/55MR and GP35/1/2/2/38MR, issued in terms of Section 24 and/or
Section 24L of NEMA;   4


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 3.1.1.7.2the Environmental Authorisation and Waste
Management Licence being DMR reference number GP30/5/1/2/2/66MR, issued in
terms of Section 24L of NEMA, read together with the provisions of NEM:WA,  granted
to Sibanye, as contemplated in 3.1.1.1.8 of the First Exchange Agreement,
are collectively attached hereto as Annexure F(and
such approvals bear the following DMR reference numbers
GP 20/5/1/2/3/2/1 (07) EM,
GP 30/5/1/2/3/2/1 (38) EM, GP 30/5/1/2/3/2/1 (66) EM
and GP 30/5/1/2/3/2/1 (51) EM);  3.1.1.8by its signature hereto, DRD waives the
Suspensive Condition relating to the grant of the Section 102 Applications
to Sibanye, as contemplated in 3.1.1.1.9 of the First Exchange Agreement;  3.1.1.9the Parties, being all of the parties to each
of the agreements contemplated in 3.1.1.1.10 of the First Exchange Agreement,
confirm that each of such agreements have been signed and become unconditional
(other than any suspensive condition relating to the First Exchange Agreement)
as contemplated in 3.1.1.1.10 of the First Exchange Agreement;  3.1.1.10the Parties confirm that the DRD Guarantee
has been signed and become unconditional (other than any suspensive condition
relating to the First Exchange Agreement) as contemplated in 3.1.1.1.11 of the
First Exchange Agreement;  3.1.1.11a copy of the Notice of Registration
reflecting that the Issuing Party is registered as a VAT Vendor in terms of
section 23 of the VAT Act, as contemplated in 3.1.1.12 of the First
Exchange Agreement, is attached hereto as Annexure G;  3.1.1.12the consent of the lenders under the Rand
Revolving Credit Facility, as contemplated in 3.1.1.1.13 of the First
Exchange Agreement, was granted on 29 January 2018 and is attached hereto
as Annexure H. The consent of the Lenders under the USD Revolving Credit
Facility, as contemplated in 3.1.1.1.13 of the First Exchange Agreement, is not
required as a result of the substitution of that facility and the Parties
accordingly dispense with the need for obtaining such consent and waive the Suspensive
Condition in 3.1.1.1.13 of the First Exchange Agreement insofar as it pertains
to the USD Revolving Credit Facility.   5


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 3.1.2The Parties confirm that on the date upon
which the Suspensive Conditions contained in 3.1.1 of the First Exchange
Agreement were fulfilled or waived no Material Adverse Change had occurred.  3.1.3Having regard to 3.1.1 and 3.1.2, -  3.1.3.1the First Exchange Agreement; and  3.1.3.2each of the other agreements forming part of
the Composite Transaction referred to in 1.2.10 of the First Exchange Agreement,  are
in full force and effect and cannot fail as a result of non-fulfilment of any
of the suspensive conditions thereto.  4approval in terms of the competition act  4.1It is recorded that the approval in terms of
the Competition Act which is attached as Annexure D to this Agreement is
in respect of the Composite Transaction, but that insofar as the exercise of
the Option is concerned such approval is only valid until 6 February 2020
("Competition End Date"). The
Competition End Date is the last date which falls within 24 months of the date
upon which the approval in terms of the Competition Act which is
Annexure D hereto was granted.  4.2Having regard to what is recorded in 4.1, the
Parties agree that if the Option is exercised by Sibanye during the Option Period
but after the Competition End Date -  4.2.1it shall be necessary to obtain a further
approval for the implementation of the transaction embodied in the DRD Option
Agreement from the Competition Authorities in terms of the Competition Act
("Fresh Approval");  4.2.2the provisions of 3.4 of the First Exchange
Agreement shall apply mutatis mutandis to the preparation and lodgement of the
required merger filing pursuant to which the Fresh Approval will be sought,
provided that –  4.2.2.1Sibanye shall bear and pay the costs in
respect of the preparation of the merger filing as well as any filing and
administrative fees payable to the Competition Authorities;   6


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 4.2.2.2Sibanye undertakes to submit the application
for the Fresh Approval within a period of one month of the Exercise Date as
defined in the DRD Option Agreement; and  4.2.2.3Sibanye undertakes that once the application
for the Fresh Approval has been made within the one month period referred to
above in 4.2.2.2, Sibanye is to take all reasonable steps to ensure that
the Fresh Approval is granted as soon as practically possible;  4.2.3the transaction contemplated in the DRD
Option Agreement shall not be implemented prior to the Fresh Approval having
been obtained and such implementation (including closing and delivery as
contemplated in 5 of the DRD Option Agreement) shall therefore be subject
to the Fresh Approval being unconditionally granted by the Competition
Authorities in terms of the Competition Act or being granted subject to such
conditions as any Party affected thereby confirms in writing to the others is
acceptable to it (by no later than 48 hours after receipt of such Fresh
Approval), which confirmation shall not be unreasonably withheld;  4.2.4in the event of the Fresh Approval not being
granted on the basis set out in 4.2.3 within 9 months of the date of
exercise of the Option, then the Option (and any exercise thereof) shall cease
to be of any further force or effect and the transaction contemplated in the
DRD Option Agreement shall not be implemented or given effect to.  4.3To give effect to the aforegoing, the DRD
Option Agreement is hereby amended as follows -  4.3.1the definition of "Closing Date"
as contained in 1.2.4 of the DRD Option Agreement shall be replaced with the
following new definition –  "1.2.4     "Closing Date" – unless
otherwise agreed by the Parties in writing and subject to 5.2, the later
of –  1.2.4.1           the
tenth Business Day after the Exercise Date if the Exercise Date falls on or
before 6 February 2020; or  1.2.4.2           subject to 5.9, the tenth
Business Day after the date upon which the transaction in
this Agreement is unconditionally approved by 7


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 the
Competition Authorities under and in terms of the Competition Act 89 of 1998 or
is approved subject to such conditions as the Party affected thereby may
confirm in writing to the other Parties is acceptable to it (by no later than
48 hours after the receipt of such approval), such confirmation not to be
unreasonably withheld;  provided
that if 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 or 1.2.4.2 (as the case may be), the Closing Date shall be the
first Business Day after the date specified in 1.2.4.1 or 1.2.4.2 (as the case
may be) on which it is possible to credit the Sibanye Securities Account with
the Option Shares;";  4.3.2the addition of the following new 5.9
immediately after the existing 5.8 of the DRD Option Agreement -  "5.9        For the sake of clarity and
avoidance of any doubt, it is agreed that if the Exercise Date falls on or
after 7 February 2020 and the transaction contemplated in this
Agreement is not approved by the Competition Authorities under and in terms of
the Competition Act 89 of 1998 within 9 months of the Exercise Date or is
approved subject to conditions which are not acceptable to the Party affected
thereby within 9 months of the Exercise Date, the transaction in this
Agreement shall not be implemented or given effect to."  5DELIVERY IN TERMS OF THE FIRST EXCHANGE AGREEMENT  5.1Notwithstanding that the Parties agreed in
the First Exchange Agreement that the Delivery Date is the fifth Business Day
after the day on which the last of the Suspensive Conditions is fulfilled or
waived, or such later date as may be agreed between the Parties, the Parties
hereby agree to amend that date so that the Delivery Date is 25 July 2018.  5.2Having regard to 5.1, the Parties wish to
amend the First Exchange Agreement by deleting the definition of Delivery Date
in paragraph 1.2.14 of the First Exchange Agreement and substituting it with
the following new definition –  1.2.14
         "Delivery Date" – 25 July 2018 8


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  6closing, delivery and no cancellation of the First Exchange Agreement  6.1Notwithstanding the provisions to the First
Exchange Agreement, the Parties hereby agree that closing and delivery in terms
of the First Exchange Agreement shall be effected on
the Delivery Date as contemplated in 5.2 as follows –  6.1.1the Parties will meet and sign this
Agreement;  6.1.2as contemplated in 4.3 of the First
Exchange Agreement -  6.1.2.1the Consideration Shares will be allotted and
issued to Sibanye;  6.1.2.2a duly signed share certificate in respect of
the Consideration Shares will be delivered to Sibanye;  6.1.2.3Sibanye's name will be entered into the
Issuing Party's securities register as the holder of the Consideration
Shares; and  6.1.3as contemplated in 6 of the First
Exchange Agreement -  6.1.3.1Sibanye will place the Issuing Party in
possession of the Plan and Materials by delivering same to the Issuing Party;  6.1.3.2Sibanye will place the Issuing Party in
possession and control of the DP2 Plant, DP3 Plant and Pilot Plant by
way of constructive delivery;  6.1.3.3the Issuing Party will be placed in
possession of the Transferring Land in accordance with the provisions of 8
of the First Exchange Agreement and place the Issuing Party in possession of
the Leased Land in accordance with the provisions of the Lease Agreement;  6.1.3.4delivery of the Additional Mine Dumps and
Driefontein 4 occurs way oftraditio longa manuin the presence of
a notary public;  6.1.3.5the notary public confirms in writing that
the delivery of the Additional Mine Dumps and Driefontein 4 took
place; and 9


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  6.2Having regard to what is recorded
in 6.1, the First Exchange Agreement may not be cancelled or rescinded as
is in any event stipulated in 20 of the First Exchange Agreement.  7closing, delivery and no cancellation of the DRD
Exchange Agreement  7.1Notwithstanding the provisions to the DRD
Exchange Agreement, the Parties hereby agree that closing and delivery in terms
of the First Exchange Agreement should be effected as follows –  7.1.1on the DRD Delivery Date, which for the
avoidance of any doubt, is the first Business Day after the Delivery Date as
referred to above in 5.2, DRD delivers to Sibanye proof that the signed
application letter to the JSE has in fact been lodged for the approval of the
listing of the Allotted Shares as contemplated in 6.1.2.2 of the DRD Exchange
Agreement.  7.1.2on the third Business Day after the DRD
Delivery Date, the Parties agree that a meeting is held and that closing and
delivery in terms of the DRD Exchange Agreement should be effected as
follows -  7.1.2.1as contemplated in 6.1 of the DRD
Exchange Agreement Sibanye shall deliver to DRD -  7.1.2.1.1the share certificates in respect of the
Target Shares together with duly signed and currently dated share transfer
forms in respect thereof (reflecting DRD as transferee);  7.1.2.1.2an extract from the updated securities
register of the Target reflecting the transfer of the Target Shares into the
name ofDRD;  7.1.2.1.3a copy of a resolution of the board of
directors of the Target ‐  7.1.2.1.3.1approving the transfer of the Target Shares
in accordance with this Agreement;  7.1.2.1.3.2authorising the registration of transfer of
the Target Shares and the issue of a new share certificate in respect of the
Target Shares to DRD; 10


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  7.1.2.1.3.3accepting the resignations of Richard Andrew
Stewart and Charl Keyter as directors of the Target; and  7.1.2.1.3.4appointing Kevin Peter Kruger and Henriette
Hooijer as directors of the Target with effect from the DRD Delivery Date;  7.1.2.1.4the written resignations of all of the
directors and the public officer of the Target who are in office immediately
prior to the DRD Delivery Date and each such resignation shall confirm
that the Person resigning has no claims against the Target;
and  7.1.2.1.5all of the Target's books, records, documents
and assets; and  7.1.2.2as contemplated in 6.1.2 of the DRD
Exchange Agreement, DRD shall deliver to Sibanye ‐  7.1.2.2.1a copy of a resolution of the board of
directors of DRD approving the allotment and issue of the Allotted Shares to
Sibanye pursuant to this Agreement and authorising the payment of the relevant
listing fee in respect thereof;  7.1.2.2.2the approval letter of the JSE stating that
the Allotted Shares will in fact be listed on the JSE; and  7.1.2.2.3the irrevocable instruction to the relevant
CSDP to credit the Sibanye Securities Account with the Allotted Shares; and  7.1.3notwithstanding what the Parties previously
agreed in clause 6.2 of the DRD Exchange Agreement, the Parties now agree,
by their signatures hereto and in compliance with the Financial Markets Act,
that the Allotted Shares will be issued in dematerialised form to Sibanye, and
will be credited to the Sibanye Securities Account on the third Business Day
after the DRD Delivery Date.  7.2Notwithstanding –  7.2.1that the Parties previously agreed in
clause 6.1.1.4 of the DRD Exchange Agreement, that Sibanye would deliver
on the DRD Delivery Date to DRD copies of the written 11


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 resignation
of the auditors of the Target, the Parties now agree, by their signatures
hereto, that the resignation letter from the auditors of the Target is no
longer required; and  7.2.2what the Parties previously agreed in
clause 6.3 of the DRD Exchange Agreement, the Parties now agree, by their
signatures hereto, that all matters referred to above in 7.1.1 will be
done and completed simultaneously and all matters referred to above
in 7.1.2 and 7.1.3 will be done and completed simultaneously.  7.3Having regard to what is recorded
in 7.1, the First Exchange Agreement may not be cancelled or rescinded as
is in any event stipulated in 14 of the DRD Exchange Agreement.  8THE CPP LAND  8.1Recordal  It is recorded and agreed that –  8.1.1pursuant to the First Exchange Agreement,
Sibanye wished to Dispose of and the Issuing Party wished to acquire,inter alia,
the CPP Land;  8.1.21.2.13 of the First Exchange Agreement
defines the CPP Land as -  8.1.2.1"the land upon which the CPP will be
located being subdivided portion of the Farm Rietfontein No 347 Registration
Division I.Q. Portion 35 and 73, Gauteng Province (which subdivision will
be to exclude the current rock dumps on such land as well as the shaft
infrastructure in respect of Kloof 1 and Kloof 4 and which
subdivision will be delineated in the Use and Access Agreement);"  8.1.3the Parties wish to amend the First Exchange
Agreement by the deletion of the existing 1.2.13 and the replacement thereof
with the following new 1.2.13 –  "1.2.13   "CPP Land" –the
land upon which the CPP will be located, being
Portions 5, 11, 35 and 36 of the Farm Rietfontein
No 349, Registration Division I.Q., Gauteng Province and the
remaining extent of the Farm Doornkloof No 348, Registration
Division I.Q., Gauteng Province;".   12


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 9undertaking by Sibanye in terms of the section 102
applications  Notwithstanding
the fact that DRD waives the Suspensive Condition relating to the grant of
the Section 102 Applications to Sibanye in 3.1.1.8, Sibanye
undertakes, by its signature hereto, to make all reasonable commercial
endeavours to obtain the section 102 Applications as soon as practicably
possible after the Delivery Date as defined in 5.2.  10employees  10.1It is recorded that the Employees listed in
Annexure D to the First Exchange Agreement were the Employees of the
Business as at the Signature Date. However, as at the Delivery Date the
Employees of the Business will be those Employees listed in Annexure I and
that the Valuation Agreement will be in respect of those Employees listed in
Annexure I.  10.2Having regard to 10.1, the Parties wish to
amend the First Exchange Agreement by –  10.2.1the deemed insertion into the First Exchange
Agreement of a new Annexure G to be entitled "Employees of the
Business as at the Delivery Date" which new Annexure G shall be
identical to Annexure I to this Agreement;  10.2.2by the addition of the following new words
immediately after the words "Annexure D hereto" but before
semi-colon where such words and semi-colon appear in 1.2.32 of the First
Exchange Agreement –  ".
For the avoidance of any doubt an updated list of employees of Sibanye were
employed in respect of the Business as at the Delivery Date will be attached to
this Agreement as Annexure G";  10.2.3the substitution of the reference to
"Annexure D" in 11.7.1 of the First Exchange Agreement with a
reference to "Annexure G";  10.2.4the substitution of the following new 4.1 for
the existing 4.1 in Annexure A to the First Exchange Agreement –  "4.1  Annexure G of the Agreement
contains, as at the Delivery Date, full particulars, in relation to the
Business, of -  4.1.1    the
total number of Employees; and  13


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 4.1.2       the
names, accrued severance pay, accrued leave and any other accrued benefits in
respect of the Employees. No Employee will be entitled to any payment,
entitlement and/or benefit not provided for in Annexure G.".  11rehabilitation liabilities  11.1Notwithstanding what the Parties agreed to in
6 of the First Exchange Agreement, as a result of subsequent developments and
negotiations, the Parties determined that it would be more expeditious to
pursue the Section 102 Applications on the basis set out in the
amendment to 13 of the First Exchange Agreement that is contained in 11.2 of
this Agreement.  11.2The Parties wish to amend the First Exchange
Agreement by –  11.2.1the deletion of 13.1 and 13.2 of the First
Exchange Agreement and the substitution of the following new 13.1
therefore -  "13.1      It is recorded and agreed
that, in order for the Section 102 Applications to be granted, DRD
issued, or procured the issue on its behalf, of such guarantees as were
required by the DMR but specifically excluding such guarantees ("Excluded
Guarantees") as were required by the DMR other than for the purposes
of the Section 102 Applications (such Excluded Guarantees having been
issued or procured by Sibanye).";  11.2.2the consequential renumbering of the existing
13.3 of the First Exchange Agreement as 13.2.  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 ‐  12.1.1Sibanye -  physical ‐         Constantia
Office Park Bridgeview
House 14


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 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)  12.1.2the
Issuing Party -  physical ‐         Constantia
Office Park Bridgeview House Ground Floor (cnr
14th Avenue and Hendrik Potgieter Street) Gauteng 1709  e‐mail   ‐         richard.stewart@sibanyestillwater.com cain.farrel@sibanyestillwater.com  attention:                 Richard
Stewart (EVP:  Business Development) Cain Farrel (Company Secretary)  with
a copy of every notice sent to the Issuing Party also to be sent to DRD or
Sibanye, as the case may be dependent on which Party is giving the notice, at
their respectivedomiciliain this 12.  12.1.3DRDGOLD -  physical ‐         2nd
Floor, North Tower 1
Sixty Building 160
Jan Smuts Avenue Rosebank 2196  15


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Closing and Amending Agreement -Execution
Version./#5021272v1 19072018
 e‐mail   ‐niel.pretorius@drdgold.com;
and riaan.davel@drdgold.com  attention:                 The
CEO and the CFO  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.  16


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Closing and Amending Agreement -Execution
Version./#5021272v1 19072018
 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 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 17


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Closing and Amending Agreement -Execution
Version./#5021272v1 19072018
 do not conflict with any obligation or
restriction applicable to either Party, whether in terms of any law, its
constitution or otherwise.   Signed on                                                                                                       2018for
 Sibanye Gold Limitedwho warrants that he is duly
  authorised hereto
   Signed on                                                                                                       2018for
 WRTRP Proprietary Limited(formerly named K2017449061 (South Africa) Proprietary Limited)who warrants that he is duly
  authorised hereto
   Signed on                                                                                                       2018for
 DRDGOLD Limitedwho warrants that he is duly
  authorised hereto
 18


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
  Annexure A – approval
of financial surveillance department of sarb    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure B – jse approval of drd circular    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure C – trp approval of drd circular    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure D – approval in terms
of competition act    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure E – PRESS ANNOUNCEMENT CONFIRMING APPROVAL of drd
shareholders    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure F – ENVIRONMENTAL AUTHORISATIONS AND WASTE
MANAGEMENT LICENCES    [SEE
ATTACHED]  1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure G – CONFIRMATION OF VAT REGISTRATION OF ISSUING
PARTY    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure H – lender's consent in
terms of the rand revolving credit facility    [SEE
ATTACHED]   1


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OM/OM 19072018/SIBA24179.7 Closing and Amending Agreement -Execution
Version./#5021272v1
 Annexure I – employees of the business as at the delivery date    [SEE
ATTACHED]  1


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