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6-K 1 drd_circular.htm Page 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 6-K

REPORT OF A FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For January 2006

Commission File Number 0-28800

______________________

DRDGOLD Limited

EBSCO House 4

299 Pendoring Avenue

Blackheath

Randburg, South Africa, 2195

(Address of principal executive offices)

______________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

Form 20-F

Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes

If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): N/A

This report on Form 6-K shall be deemed to be incorporated by reference into the Registration
Statement on Form F-3 (Registration No. 333-102800) and Registration Statement on Form F-4
(Registration No. 333-121386) of DRDGOLD Limited (the "Company") filed with the Securities
and Exchange Commission on September 30, 2003 and December 17, 2004 respectively, and to be
part thereof from the date on which this report is filed, to the extent not superseded by documents or
reports subsequently filed or furnished.

Attached to the Registrant Form 6-K filing for the month of January 2006, incorporated
by reference herein:

Exhibit
99.1 Release dated 13 January 2006, entitled “CONSOLIDATION OF THE OFFSHORE
OPERATIONS OF DRDGOLD INTO EMPEROR MINES LIMITED (“EMPEROR”)
99.2 Release dated 13 January 2006, entitled “DRDGOLD CIRCULAR”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DRDGOLD LIMITED

Date: January 16, 2006

By: / Themba Gwebu

Name: Themba Gwebu

Title: Company Secretary

Exhibit 99.1

DRDGOLD Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
Share code: DRD
ISIN: ZAE000058723
ARB number: 086 277 616
Nasdaq trading symbol: DROOY
("DRDGOLD" or "the company")

CONSOLIDATION OF THE OFFSHORE OPERATIONS OF DRDGOLD INTO EMPEROR MINES
LIMITED (“EMPEROR”)

Shareholders are referred to the announcement published on SENS on 17 November 2005 regarding:
– the restructuring of DRDGOLD’s offshore operations, which requires DRDGOLD shareholder approval in
terms of section 228 of the South African Companies Act, 1973 (Act 61 of 1973), as amended; and
- the sale by DRDGOLD’s wholly owned subsidiary, DRD (Offshore) Limited, of its shares in DRD (Isle of
Man) Limited to Emperor Mines Limited (collectively, “the transactions”).

A circular setting out full details of the transactions and containing a notice of general meeting has been
posted to DRDGOLD shareholders on Friday, 13 January 2006. The general meeting will take place at 10:00
(South African time) on Friday, 17 February 2006 at the registered office of DRDGOLD, Ebsco House 4,
299 Pendoring Avenue, Blackheath, Randburg, Johannesburg, 2195, to consider and, if deemed fit, pass the
resolution authorising the restructuring of DRDGOLD’s offshore operations.

Johannesburg
13 January 2006
South African Corporate Adviser
QuestCo
Australian Corporate Adviser
ANZ Investment Bank
Sponsor
Standard Bank

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action that you should take, please consult your banker, broker, legal adviser,
accountant, Central Securities Depositary Participant or other professional adviser immediately.

If you have disposed of some or all of your shares in DRDGOLD Limited (“DRDGOLD shares”), or your interest in
DRDGOLD shares, then a copy of this circular, together with the attached forms, should be forwarded to the purchaser
to whom, or the stockbroker or agent through whom, you disposed of your DRDGOLD shares or your interest in
DRDGOLD shares.

Full details of the action required by holders of DRDGOLD shares and holders of other documents of title in respect of
DRDGOLD shares are set out on page 2 of this circular.

THIS DOCUMENT IS ISSUED UNDER THE SECURITIES REGULATION CODE ON TAKE-OVERS AND MERGERS
AND THE RULES OF THE SECURITIES REGULATION PANEL (SOUTH AFRICA).

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA.

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1895/000926/06)

Nasdaq trading symbol: DROOY

ARBN number: 086 277 616

JSE share code: DRD

ISIN: ZAE 000058723

(“DRDGOLD” or “the company”)

CIRCULAR TO DRDGOLD SHAREHOLDERS

regarding

– the restructuring of DRDGOLD’s offshore operations, which requires DRDGOLD shareholder

approval in terms of section 228 of the South African Companies Act, 1973 (Act 61 of 1973), as
amended; and

– the sale by DRDGOLD’s wholly owned subsidiary, DRD (Offshore) Limited, of its shares in DRD (Isle

of Man) Limited to Emperor Mines Limited;

and incorporating

– a notice of general meeting;

– a form of proxy (for use only by holders of certificated DRDGOLD shares, nominee companies of

Central Securities Depositary Participants and by the holders of dematerialised DRDGOLD shares
with “own name” registration); and

– a notice of direction (for use only by holders of CHESS Depositary Interests in respect of

DRDGOLD shares).

Date of issue: 13 January 2006

Copies of this circular are available in English only and may be obtained from the registered office of DRDGOLD, the address of which
is set out on the inside front cover of this circular.

South African corporate adviser

Sponsor

South African attorney

Australian corporate adviser

Independent technical expert

to Emperor

Australian attorney

Exhibit 99.2

CORPORATE INFORMATION AND ADVISERS

Secretary and registered office

T J Gwebu
Ebsco House 4
299 Pendoring Avenue
Blackheath
Johannesburg, 2195
(PO Box 390, Maraisburg, 1700)

Sponsor

The Standard Bank of South Africa Limited
(Registration number 1962/000738/06)
3 Simmonds Street
Johannesburg, 2001
(PO Box 61344, Marshalltown, 2107)

Transfer secretaries in South Africa

Ultra Registrars (Proprietary) Limited
(Registration number 2000/007239/07)
11 Diagonal Street
Johannesburg, 2001
(PO Box 4844, Johannesburg, 2000)

Australian agent

Sygnum Financial Services
62 Colin Street
West Perth
Western Australia

French agents and Paris bearer reception office

Euro Emetteurs Finance
48 Boulevard des Batignolles
75850 Paris, Cedex 17
France

Transfer secretaries in the United Kingdom

St. James’s Corporate Services Limited
6 St. James’s Place
London SW1A 1NP

Independent technical expert to Emperor

Behre Dolbear Australia (Pty) Limited
Level 9, 80 Mount Street
North Sydney, New South Wales, 2060
(PO Box 1536, North Sydney, New South Wales, 2060)

Date of incorporation

16 February 1895

Place of incorporation

Pretoria

South African corporate adviser

QuestCo (Proprietary) Limited
(Registration number 2002/005616/07)
The Campus, 57 Sloane Street
1st Floor, Wrigley Field
Bryanston, 2021
(PO Box 3851, Dainfern, 2055)

Australian corporate adviser

ANZ Investment Bank – Mergers and Acquisitions
(an operating division of Australia and
New Zealand Banking Group Limited
ABN: 11 005 357 522)
Level 17, 20 Martin Place
Sydney, New South Wales
Australia, 2000

South African attorney

Bowman Gilfillan Inc.
(Registration number 1998/021409/21)
165 West Street
Sandton, 2146
(PO Box 785812, Sandton, 2146)

Australian attorney

Franklyn Legal
Level 13, BGC Centre, 28 The Esplanade
Perth
Western Australia
(PO Box Z5623, Perth, Western Australia, 6831)

United Kingdom registrars and bearer office

Capita IRG Plc
The Registry, 34 Beckenham Road
Beckenham, Kent BR3 4TU
United Kingdom

Depositary bank

American Depositary Receipts
The Bank of New York
101 Barclay Street
New York, NY 10286
United States of America

Transfer secretaries in Australia

Computershare Investor Services (Pty) Limited
Level 2, 45 St George’s Terrace
Perth, Western Australia, 6000
(GPO Box D182, Perth, Western Australia, 6840)

TABLE OF CONTENTS

Page

Corporate information and advisers

Inside front cover

Action required by DRDGOLD shareholders regarding the general meeting

Important dates and times

Definitions

Circular to DRDGOLD shareholders

1. Introduction

2. The restructuring

3. The Emperor transaction

4. Information on Emperor and the PNG assets

5. Interests of DRD (Offshore), DRD (IoM) and DRDGOLD

6. Financial information relating to DRDGOLD

7. Special arrangements

8. Opinions, recommendations and undertakings

9. Directors’ responsibility statement

10. General meeting of DRDGOLD ordinary shareholders and DRDGOLD preference shareholders

11. Documents available for inspection

Notice of general meeting

Form of proxy (

pink)

Attached

Notice of direction

(blue)

Attached

ACTION REQUIRED

The definitions commencing on page 4 of this circular apply, mutatis mutandis, to the information on action

required by DRDGOLD shareholders.

If you are in any doubt as to what action you should take, you should consult your broker, banker,
accountant, attorney, CSDP or other professional adviser.

A general meeting of DRDGOLD ordinary shareholders and DRDGOLD preference shareholders is to be
held at 10:00 (South African time) on Friday, 17 February 2006 at Ebsco House 4, 299 Pendoring Avenue,
Blackheath, Randburg, Johannesburg, 2195, to consider and, if deemed fit, pass the ordinary resolution
authorising the restructuring.

DRDGOLD ordinary shareholders holding share certificates in their own names, DRDGOLD ordinary
shareholders who have dematerialised their DRDGOLD shares and have elected “own-name” registration in
the sub-register through a CSDP and DRDGOLD preference shareholders who are unable to attend the
general meeting but wish to be represented thereat may complete and return the attached form of proxy
(

pink), in accordance with the instructions contained therein, to the relevant transfer secretaries, the

addresses of which are set out on the inside front cover of this circular, to be received by no later than
10:00 (South African time) on Wednesday, 15 February 2006.

DRDGOLD ordinary shareholders who have dematerialised their DRDGOLD ordinary shares through a
CSDP or broker and who have not elected “own-name” registration in the sub-register maintained by
a CSDP, DRDGOLD ordinary shareholders who hold certificated DRDGOLD ordinary shares through a
nominee and DRDGOLD preference shareholders who wish to attend the general meeting must instruct their
CSDP, broker or nominee to issue them with the necessary authority to attend, or, if they do not wish to attend
the general meeting but wish to be represented thereat, they may provide their CSDP, broker or nominee
with their voting instructions in terms of the custody agreement entered into between them and their CSDP,
broker or nominee.

In respect of dematerialised DRDGOLD shares, it is important to ensure that the person or entity (such as
a nominee) whose name has been entered into the relevant sub-register maintained by a CSDP completes
the form of proxy and appoints a proxy to vote at the general meeting.

Australian holders of CHESS Depositary Interests in DRDGOLD shares must complete the attached notice
of direction (

blue) and return it to CHESS Depositary Nominees Proprietary Limited, c/o Computershare

Investor Services (Proprietary) Limited, Level 2, 45 St George’s Terrace, Perth Western Australia 6000, to be
received by no later than 16:00 (Western Australian time) on Wednesday, 15 February 2006.

Holders of ADRs will receive forms of proxy printed by the Bank of New York, which should be completed
and returned in accordance with the instructions printed on such forms of proxy.

DRDGOLD does not take responsibility and will not be held liable for any failure on the part of a CSDP,
nominee or broker of an ordinary shareholder holding dematerialised DRDGOLD shares to notify
such shareholder of the general meeting or any business to be conducted thereat, or to validly
authorise a shareholder to attend or vote thereat.

IMPORTANT DATES AND TIMES

2006

Last day to lodge notice of direction with CHESS Depositary
Nominees Proprietary Limited for the general meeting by 16:00
(Western Australian time) on

Wednesday, 15 February

Last day to lodge forms of proxy at the relevant transfer secretaries of
DRDGOLD for the general meeting by 10:00 on

Wednesday, 15 February

General meeting of DRDGOLD shareholders to be held at 10:00 on

Friday, 17 February

Results of the general meeting announced on SENS and released to the
relevant stock exchanges

Friday, 17 February

Results of the general meeting published in the South African press

Monday, 20 February

Notes:

1. The definitions commencing on page 4 of this document apply, mutatis mutandis, to this information on important dates and times.

2. These dates and times may be changed by DRDGOLD. Any such change will be announced on SENS, on the relevant stock

exchanges and published in the South African press.

3. Unless otherwise indicated, all times are South African times.

DEFINITIONS

Throughout this circular, unless otherwise indicated, the words in the first column have the meanings stated
opposite them in the second column, words in the singular include the plural and vice versa, words importing

natural persons include corporations and associations of persons and any reference to one gender includes
the other genders:

“A$”

Australian dollars;

“the Act”

the South African Companies Act, 1973 (Act 61 of 1973), as amended;

“ADRs”

American Depositary Receipts;

“ANZ”

Australia and New Zealand Banking Group Limited (ABN:
11 005 357 522), a publicly listed company incorporated in Australia;

“the ANZ Facility Agreement”

the credit facility agreement between Emperor, Emperor Gold Mining
Company Limited, Koula Mining Company Limited and ANZ, dated
18 December 2002, (as amended) in terms of which ANZ has provided
debt funding to Emperor;

“the ASX”

the Australian Stock Exchange Limited;

“Au”

gold;

“the board”

the board of directors of DRDGOLD;

“business day”

any day other than a Saturday, Sunday or official public holiday in
South Africa;

“this circular” or “the circular”

this circular, dated 13 January 2006, incorporating a notice of general
meeting, a form of proxy and a notice of direction;

“CSDP”

Central Securities Depositary Participant;

“DRD Australasia Services”

DRD Australasia Services Company Pty Limited (Registration number
108 677 596), a private company incorporated in Western Australia, a
wholly owned subsidiary of DRD (IoM), which provides key management
staff to each of DRD (IoM), DRD (Porgera), Tolukuma and, through an
operational support agreement, Emperor;

“the DRDGOLD group” or

DRDGOLD and its subsidiary companies;

“the group”

“DRDGOLD” or “the company”

DRDGOLD Limited (Registration number 1895/000926/06), a public
company incorporated in South Africa and listed on the JSE, the London
Stock Exchange, the ASX in the form of CHESS Depositary Interests,
Nasdaq in the form of ADRs, the Brussels Stock Exchange, the Paris
Bourse, the Port Moresby Stock Exchange, the OTC market on the Berlin
Stock Exchange and the Regulated Unofficial Market on the Frankfurt
Stock Exchange;

“DRDGOLD SA”

DRDGOLD South African Operations (Proprietary) Limited, a private
company incorporated in South Africa, and subsidiary of DRDGOLD
holding all of DRDGOLD’s South African operations;

“DRDGOLD ordinary

holders of DRDGOLD ordinary shares;

shareholders”

“DRDGOLD preference

holders of DRDGOLD preference shares;

shareholders”

“DRDGOLD shareholders”

DRDGOLD ordinary shareholders and DRDGOLD preference
shareholders;

“DRDGOLD shares”, “DRDGOLD ordinary shares of no par value in the stated capital of DRDGOLD,

ordinary shares”, “ordinary

of which 309 705 826 were in issue at the last practicable date;

shares” or “DRDGOLD ordinary
no par value shares”

“DRDGOLD preference shares”

cumulative preference shares having a par value of R0.10 (ten cents)
each in the share capital of DRDGOLD, of which 5 000 000 were in issue
at the last practicable date;

“DRD (IoM)”

DRD (Isle of Man) Limited (Registration number 94445C), a private
company incorporated in the Isle of Man and a wholly owned subsidiary
of DRDGOLD holding,

inter alia, the PNG assets;

“DRD (Offshore)”

DRD (Offshore) Limited (Registration number 114729C), a private

company incorporated in the Isle of Man and wholly owned subsidiary of
DRDGOLD;

“DRD (Porgera)”

DRD (Porgera) Limited (Registration number 1-25740), a private
company incorporated in PNG, a wholly owned subsidiary of DRD (IoM),
holding a 20% interest in the unincorporated joint venture established
pursuant to a Joint Venture Agreement between associated companies of
Placer Dome Inc. and Mineral Resources Enga Limited (on behalf of the
Enga Provincial Government and Porgera landowners in PNG), carrying
on the business of owning and operating the Porgera Gold Mine in PNG;

“Emperor”

Emperor Mines Limited (A.C.N. 007 508 787), a public company
incorporated in New South Wales Australia and listed on the ASX;

“Emperor shares”

ordinary shares in the stated capital of Emperor, of which 180 965 579
were in issue at the last practicable date;

“the Emperor convertible loan”

a convertible loan of US$7 425 000 which DRD (IoM) has advanced to
Emperor, in terms of which the holder of such convertible loan can elect
to convert the face value of the debt drawn down into Emperor shares at
the lower of the 45-day volume-weighted average price of Emperor
shares traded on the ASX immediately prior to the holder seeking to
exercise its conversion rights and A$0.30 per Emperor share;

“the Emperor purchase

the purchase consideration for the Emperor transaction which, subject to

consideration”

certain completion adjustments reflecting changes in capital position of
both Emperor and DRD (IoM), equates to:

– US$30 million in cash payable by Emperor to DRD (Offshore); and

– 751 879 699 new Emperor shares, issued at A$0.35 per Emperor

share;

“the Emperor transaction”

the transaction that DRD (Offshore) intends to implement after
completion of the restructuring, whereby DRD (Offshore) will dispose of
all of the shares in DRD (IoM) to Emperor in exchange for the Emperor
purchase consideration;

“EPS”

earnings per DRDGOLD share;

“Fortis”

Fortis Limited (Registration number 1-50764), a private company
incorporated in PNG, a wholly owned subsidiary of DRD (IoM), that
provides insurance services to the underground employees of Tolukuma;

“GBP”

British pound;

“the general meeting of

the general meeting of DRDGOLD ordinary shareholders and DRDGOLD

shareholders” or “the general

preference shareholders to be held at Ebsco House 4, 299 Pendoring

meeting”

Avenue, Blackheath, Randburg, Johannesburg, 2195, at 10:00 (South
African time) on Friday, 17 February 2006 for the purposes of considering
and, if deemed fit, passing the resolution approving the restructuring;

“HEPS”

headline EPS;

“the Independent Technical

the Independent Technical Report compiled by Behre Dolbear Australia

Report”

(Pty) Limited dated 1 December 2005, which report is addressed to the
Independent Directors of Emperor and provides comprehensive details
regarding:

– the PNG assets; and

– Emperor’s assets;

and which can be accessed on DRDGOLD’s website at
www.drdgold.com;

“Indicated Resource”

that part of a Mineral Resource for which tonnage, densities, shape,
physical characteristics, grade and mineral content can be estimated
with a reasonable level of confidence. It is based on exploration,
sampling and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and
drill holes. The locations are too widely or inappropriately spaced to
confirm geological and/or grade continuity but are spaced closely
enough for continuity to be assumed;

“Inferred Resource”

that part of a Mineral Resource for which tonnage, grade and mineral
content can be estimated with a low level of confidence. It is inferred from
geological evidence and assumed but not verified geological and/or
grade continuity. It is based on information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and
drill holes which may be limited or of uncertain quality and reliability;

“Investec”

Investec Bank (Mauritius) Limited (Registration number 8752/3362), a
private company incorporated in Mauritius;

“Investec Facility Agreements”

the Facility A Loan Agreement between Investec and DRD (IoM) dated
18 December 2002 (as amended), the Facility B Loan Agreement
between Investec and DRD (IoM) dated 3 March 2005 and other
associated agreements, in terms of which Investec has provided debt
funding to DRD (IoM);

“the JSE”

JSE Limited (Registration number 2005/022939/06), a company duly
registered and incorporated with limited liability under the company laws
of South Africa, licensed as an exchange under the Securities Services
Act, 2004;

“the last practicable date”

3 January 2006, being the last practicable date prior to the finalisation of
this circular;

“Measured Resource”

that portion of a Mineral Resource for which tonnage, densities, shape,
physical characteristics, grade and mineral content can be estimated
with a high level of confidence. It is based on detailed and reliable
exploration, sampling and testing information gathered through workings
and drill holes. The locations are spaced closely enough to confirm
geological and/or grade continuity;

“Mineral Resource”

a concentration or occurrence of material of intrinsic economic interest in
or on the Earth’s crust in such a form and quantity that there are
reasonable prospects for eventual economic extraction. The location,
quantity, grade, geological characteristics and continuity of a Mineral
Resource is known, estimated or interpreted from specific geological
evidence and knowledge. Mineral Resources are sub-divided, in order of
increasing geological confidence, into Inferred Resources, Indicated
Resources and Measured Resources;

“NAV”

net asset value per DRDGOLD share;

“Nasdaq”

the Nasdaq Small Cap Market;

“the new ANZ debt facility”

a project and working capital debt facility of not less than US$42 million
to be established between DRD (Porgera) and Tolukuma as borrowers
and ANZ as lender;

“Ore Reserve”

the economically mineable part of a Measured or Indicated Mineral
Resource. It includes diluting materials and allowances for losses which
may occur when the material is mined. Appropriate assessments, which
may include feasibility studies, have been carried out and include
consideration of and modification by realistically assumed mining,
metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of
reporting that extraction could reasonably be justified. Ore Reserves are
sub-divided, in order of increasing confidence, into Probable Ore
Reserves and Proved Ore Reserves;

“PGK”

PNG Kina;

“PNG”

Papua New Guinea;

“PNG assets”

collectively, DRD (Porgera), Tolukuma, DRD Australasia Services and
Fortis;

“Probable Ore Reserve”

the economical mineable part of an Indicated Mineral Resource and, in
some cases, Measured Mineral Resource. It includes diluting materials
and allowances for losses which may occur when the material is mined.
Appropriate assessments, which may include feasibility studies, have
been carried out and include consideration of and modification by
realistically assumed, mining, metallurgical, economic, marketing, legal,
environmental, social and governmental factors. These assessments
demonstrate at the time of reporting that extraction could reasonably
be justified;

“Proved Ore Reserve”

the economically mineable part of a Measured Mineral Resource. It
includes diluting materials and allowances for losses which may occur
when the material is mined. Appropriate assessments, which may
include feasibility studies, have been carried out and include
consideration of and modification by realistically assumed, mining,
metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of
reporting that extraction could reasonably be justified;

“R”

South African Rand;

“the restructuring”

the disposal by DRDGOLD of all of the shares in DRD (IoM) to DRD
(Offshore), which requires DRDGOLD shareholder approval in the form of
an ordinary resolution in terms of section 228 of the Act;

“the SA transactions”

a series of transactions concluded by DRDGOLD in the current financial
year, including:

– the restructuring of DRDGOLD’s South African operations in order to

create DRDGOLD SA;

– an associated Black Economic Empowerment transaction with

DRDGOLD’s empowerment partner Khumo Bathong Holdings
(Proprietary) Limited; and

– a transaction with the Industrial Development Corporation of South

Africa, whereby DRDGOLD acquired certain of its claims against
Crown Gold Recoveries (Proprietary) Limited and East Rand
Proprietary Mines Limited;

“SENS”

Securities Exchange News Service of the JSE;

“South Africa”

the Republic of South Africa;

“the SRP”

The Securities Regulation Panel (South Africa);

“TNAV”

tangible net asset value per DRDGOLD share;

“Tolukuma”

Tolukuma Gold Mines Limited (Registration number 1-16395), a private
company incorporated in PNG, a wholly owned subsidiary of DRD (IoM),
which owns the Tolukuma Gold Mine and extensive exploration
tenements in PNG; and

“US$”

United States dollars.

The following abbreviations for units of measurement have been used in this circular:

“ELs”

exploration licenses;

“g/t”

grams per Mt;

“km”

kilometres;

“km

”

square kilometres;

“koz.”

thousand oz;

“kt”

kilotonne;

“ktpd”

kilotonnes per day;

“ktpm”

kilotonnes per month;

“m”

metres;

“mm”

millimetres;

“Moz.”

million oz.;

“Mt”

metric tonne;

“MW”

Megawatt; and

“oz.”

ounces.

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1895/000926/06)

Nasdaq trading symbol: DROOY

ARBN number: 086 277 616

JSE share code: DRD

ISIN: ZAE 000058723

(“DRDGOLD” or “the company”)

Directors

G C Campbell†*

(Non-Executive Chairman)

M M Wellesley-Wood*

(Chief Executive Officer)

J W C Sayers*

(Chief Financial Officer)

J Turk‡**

R P Hume†

D Blackmur†***

† Independent non-executive
‡ Non-executive

* British
** American
*** Australian

CIRCULAR TO DRDGOLD SHAREHOLDERS

INTRODUCTION

It was announced on SENS on Thursday, 17 November 2005 that DRDGOLD had concluded an
agreement with Emperor in terms of which Emperor will acquire DRDGOLD’s wholly owned subsidiary,
DRD (IoM), which, in turn, holds DRDGOLD’s PNG assets, including DRD (Porgera) and Tolukuma.

Emperor is a gold mining company listed on the ASX. Its main asset is the Vatukoula Mine, located
on Fiji’s largest island, Viti Levu. Currently, DRDGOLD, through DRD (IoM), holds a 39.52% interest
in Emperor.

In preparation for the implementation of the Emperor transaction, it is necessary for DRDGOLD to
reorganise its offshore assets to achieve the appropriate corporate structure. The restructuring involves
the disposal by DRDGOLD of all of its shares in DRD (IoM) to DRDGOLD’s wholly owned subsidiary,
DRD (Offshore), requiring DRDGOLD shareholders to pass an ordinary resolution approving the
restructuring in terms of section 228 of the Act. Consequently, the restructuring is considered as an
affected transaction as defined in the Securities Regulation Code on Takeovers and Mergers and the
Rules of the SRP. This circular has been prepared in compliance with the SRP’s requirements.

On completion of the Emperor transaction, DRDGOLD, through DRD (Offshore), will hold an
88.3% interest in Emperor.

The purpose of this circular is to provide DRDGOLD shareholders with information relating to the
restructuring (and the Emperor transaction, which will only proceed if the restructuring is approved and
implemented) and to convene the general meeting at which the resolution necessary for the
implementation of the restructuring may be considered and, if deemed fit, passed.

THE RESTRUCTURING

2.1

Sale of certain assets by DRD (IoM) to DRD (Offshore)

Prior to the restructuring, DRD (IoM) will transfer the following assets to a newly-established wholly
owned subsidiary company, DRD (Offshore):

– its 50.2% interest in Net-Gold Services Limited, a subsidiary of G.M. Network Limited, an

internet-based gold marketing company trading under the name GoldMoney.com;

– its interest in White Rock Insurance Company (PCC) Limited, which company provides

insurance to the DRDGOLD group;

– its 39.52% interest in Emperor; and

– the rights and obligations of DRD (IoM) under the Emperor convertible loan and associated

security documents.

Subsequent to the transfer of these assets, DRD (IoM)’s only material assets will be the PNG
assets. DRD (Offshore), as a wholly owned subsidiary of DRDGOLD, will then be in a position to
acquire all of the shares in DRD (IoM).

2.2

Terms of the restructuring

In terms of the restructuring:

– DRDGOLD will dispose of all of its DRD (IoM) ordinary shares, representing all of the issued

shares in DRD (IoM), to DRD (Offshore);

– the consideration for the restructuring is US$230 million, but will be adjusted on completion of

the Emperor transaction to equate to the Emperor purchase consideration; and

– the purchase consideration for the restructuring will be settled through the issue by DRD

(Offshore) of three additional ordinary shares, each having a par value of GBP1.00 to
DRDGOLD, at a share premium reflecting the final consideration for the restructuring.

Subsequent to the implementation of the restructuring, the offshore operations of the DRDGOLD
group will be arranged as follows:

Net-Gold Services

Limited

DRD (Porgera)

Porgera

Gold Mine

Tolukuma

Gold Mine

Tolukuma

Fortis

DRD Australasia

Services

DRD (IoM)

White Rock Insurance

Company (PCC) Limited

Emperor

Vatukoula

Gold Mine

DRDGOLD

DRD (Offshore)

20%

100%

50.25%

100%

Cell captive interest

39.52%

and the Emperor convertible loan

2.3

Rationale for the restructuring

The restructuring is an intra-group transaction between DRDGOLD and its wholly owned subsidiary,
which is necessary in order to implement the Emperor transaction, details of which are contained in
paragraph 3 below. The restructuring has been designed to facilitate the Emperor transaction in a
tax-effective manner and to simplify the corporate structure of DRDGOLD’s offshore assets.

Since the board wishes to establish a corporate structure that provides the most flexibility to deal
with the PNG assets, the restructuring may, at the board’s discretion, be implemented,
notwithstanding that the Emperor transaction is not implemented.

Subsequent to fulfilment of the conditions to the restructuring as set out in paragraph 2.4 below,
DRDGOLD will hold all of the ordinary shares of DRD (Offshore) and DRD (Offshore) will hold,
inter alia, the assets referred to in paragraph 2.1 and will become the intermediary vehicle through
which DRDGOLD holds its interest in Emperor.

2.4

Conditions to the restructuring

The restructuring is subject to the following conditions precedent:

– fulfilment of those conditions relating to the disposal by DRD (IoM) of the assets referred to

in paragraph 2.1;

– the approval of DRDGOLD shareholders of an ordinary resolution in terms of section 228 of

the Act;

– the approval of the South African Reserve Bank; and

– certain other regulatory and banking consents and approvals being obtained.

In addition to the above conditions precedent, the restructuring is subject to the resolutory
condition that the Emperor transaction becomes unconditional prior to 1 April 2006, failing which
the restructuring will be unwound and the shares in DRD (IoM) will be returned to DRDGOLD.
Should the Emperor transaction not complete, the board will be entitled for a period of 30 business
days post the failure of the completion of the Emperor transaction to waive this resolutory condition
so as to not require the unwinding of the restructuring.

THE EMPEROR TRANSACTION

3.1

Terms of the Emperor transaction

In terms of a sale and purchase agreement dated 16 November 2005, entered into between
DRD (Offshore), DRDGOLD and Emperor, DRD (Offshore) will (assuming the restructuring is
approved by DRDGOLD shareholders) dispose of DRD (IoM) to Emperor in exchange for the
Emperor purchase consideration.

The Emperor purchase consideration comprises:

– US$30 million in cash, payable by Emperor to DRD (Offshore); and

– the issue of 751 879 699 new Emperor shares, which, at the last practicable date, had a market

value on the ASX of US$228 million (based on the Emperor share price at the last practicable
date of A$0.41 per Emperor share and an A$/US$ exchange rate of 0.74).

The Emperor purchase consideration is subject to certain completion adjustments to reflect any
change in the capital position of Emperor and/or DRD (IoM).

The US$30 million cash component of the Emperor purchase consideration will be utilised by the
DRDGOLD group for acquisitions and general working capital purposes.

DRDGOLD has agreed to guarantee to Emperor the due and punctual performance and
observance by DRD (Offshore) of all its obligations, commitments and undertakings under the sale
and purchase agreement for the Emperor transaction.

Both DRD (Offshore) and Emperor have provided warranties that are normal in relation to a
transaction of this nature. However, claims under such warranties have been limited to the extent
that no claims can be brought by DRD (Offshore) or Emperor against one another unless such
claim exceeds US$500 000 and the aggregate amount of all such claims exceeds US$1 150 000.
The maximum aggregate amount that either DRD (Offshore) or Emperor may be required to pay in
respect of all claims, whenever made, is US$25 300 000.

Subsequent to the implementation of the Emperor transaction, the offshore operations of the
DRDGOLD Group will be arranged as follows:

Full details of the PNG assets and Emperor’s assets are available in the Independent Technical
Report which can be accessed on DRDGOLD’s website at www.drdgold.com.

3.2

Rationale for the Emperor transaction

Shareholders are referred to the announcement published on SENS on 27 October 2005 regarding
the SA transactions, in terms of which DRDGOLD’s South African operations were consolidated into
a newly formed company, DRDGOLD SA. DRDGOLD SA will focus on South African and African
operations and growth opportunities. The sale of DRD (IoM) to Emperor in terms of the Emperor
transaction will result in the DRDGOLD group holding all of its Australasian assets in a single listed
vehicle, Emperor. Emperor will focus on Australasian operations and growth opportunities.

The Emperor transaction allows the DRDGOLD group to establish two discrete management teams
focussing on operations in Africa and Australasia. The consolidation of the Australasian assets into
a separately listed vehicle on the ASX will allow the geographic source of capital to match the
geographic use of that capital.

The board is of the view that the Emperor transaction is necessary in order to consolidate and in
effect (through the acquisition by Emperor of the shares in DRD (IoM)), list the PNG assets. Since
the announcement of the Emperor transaction on 17 November 2005, the price at which Emperor
shares trade on the ASX has increased from A$0.28 per share to a high of A$0.51 per share. On the
last practicable date, the Emperor share price was A$0.41 per share. DRDGOLD and Emperor
agreed to price the Emperor shares issued as part of the Emperor purchase consideration at
A$0.35 per Emperor share.

ANZ has provided certain standstills to Emperor in terms of the ANZ Facility Agreement (full details
of which are provided in paragraph 3.4 of this circular). Such standstills are conditional upon
implementation of the Emperor transaction. Should the Emperor transaction not be implemented

Net-Gold Services

Limited

DRD (Porgera)

Porgera

Gold Mine

Tolukuma

Gold Mine

Tolukuma

Fortis

DRD Australasia

Services

White Rock Insurance

Company (PCC) Limited

Emperor

Vatukoula

Gold Mine

DRDGOLD

DRD (Offshore)

20%

100%

DRD (IoM)

100%

50.25%

Cell captive interest

88.3%

and the Emperor convertible loan

for any reason, Emperor may be in default of the ANZ Facility Agreement, which potentially impacts
on the solvency of Emperor and its ability to continue trading.

The Emperor transaction, if implemented, will result in the consolidation of the PNG assets into
Emperor, transforming Emperor into a substantial Pacific Rim-focussed gold producer that has
more attractive investment fundamentals and therefore greater access to equity and debt capital
markets. The board is of the view that the Emperor transaction will strengthen Emperor’s financial
position and prospects, thereby increasing the value of DRDGOLD’s investment.

Although Emperor has historically experienced financial and operating difficulties, the board views
the continued operation of Emperor’s major asset, the Vatukoula Mine, as an integral part of
DRDGOLD’s long term growth strategy, whereby Emperor’s resources and exploration potential
can be exploited over time.

Upon completion of the Emperor transaction and the settlement of the Emperor purchase
consideration, DRDGOLD, through DRD (Offshore), will hold approximately 88.3% of Emperor’s
issued shares. This majority shareholding should clarify the ownership and control structure of
Emperor and will allow the Emperor board to make the necessary operational and structural
changes to improve efficiencies in, and profitability of Emperor.

DRD (Offshore) will not exercise its right to compulsorily acquire any of the shares held by non-
associated shareholders of Emperor arising under section 664A of the Australian Corporations Act
as a result of the issue of the new Emperor shares to DRD (Offshore) as part of the Emperor
purchase consideration.

3.3

Conditions precedent to the Emperor transaction

The Emperor transaction is subject to,

inter alia:

– approval by the Australian Foreign Investment Review Board;

– South African Reserve Bank approval;

– Emperor shareholder approval;

– there being no material adverse change in the financial or trading position of either Emperor or

its subsidiaries;

– fulfilment of those conditions relating to the restructuring, save for the condition which requires

that the Emperor transaction becomes unconditional;

– ANZ’s confirmation that the waiver it granted under the ANZ Facility Agreement remains in full

force and effect up until completion of the Emperor transaction;

– ANZ approval of the Emperor transaction in terms of the ANZ Facility Agreement;

– to the extent required, Investec approval of the Emperor transaction under the Investec Facility

Agreements;

– ANZ approval of the variation of the terms of the ANZ Facility Agreement and other facilities

provided by ANZ to Emperor and its subsidiaries, so that the debt is repayable solely by
recourse to the assets of Emperor and its subsidiaries;

– establishment of the new ANZ debt facility;

– Emperor not borrowing any funds from a third party or incurring any other form of indebtedness

(other than as approved by DRD (Offshore)); and

– Emperor’s hedge position remaining within certain specified parameters.

DRD (Offshore) and Emperor are entitled to terminate the Emperor transaction if a condition
precedent included for their respective benefit is not satisfied or waived by 28 February 2006.

3.4

ANZ Standstill and Waivers

In order to facilitate the progress of the Emperor transaction, ANZ has agreed not to exercise
certain of its rights, powers or discretions under the ANZ Facility Agreement, prior to completion of
the Emperor transaction, if certain events of default occur.

These events of default include:

– failure to pay any principal amount owing under the ANZ Facility Agreement;

– a cross default under other finance documents (for example, the Emperor convertible loan);

– any amendment to Emperor’s constitution;

– failure to meet the existing debt service and loan life cover ratios required under the ANZ Facility

Agreement;

– a delay in completing specified capital projects; and

– failure to achieve rolling three-month target production and certain earnings figures required by

the ANZ Facility Agreement.

This standstill is conditional on the Emperor transaction achieving certain milestones (subject to
any agreed extension), including:

– obtaining Emperor shareholder approval for the Emperor transaction by 28 February 2006;

– obtaining DRDGOLD shareholder approval to the restructuring by 28 February 2006;

– obtaining all regulatory approvals for the Emperor transaction by 28 February 2006; and

– completion of the Emperor transaction occurring by 31 March 2006.

On completion of the Emperor transaction, ANZ has also agreed to waive any event of default that
had occurred up to and until completion in respect of the ANZ Facility Agreement, provided that
the event of default has been rectified as at completion of the Emperor transaction.

In addition to this waiver, ANZ has agreed that, except where there is an event of default under the
ANZ Facility Agreement or ANZ is not satisfied that Emperor is demonstrating progress towards a
substantial capital raising, all principal repayments under the ANZ Facility Agreement shall not
become payable until 30 November 2006.

3.5

Capital raisings by DRD (IoM) and Emperor

3.5.1 Debt capital raising

DRD (IoM) has signed a term sheet with ANZ to establish a US$42 million project and
working capital debt facility with DRD (Porgera) and Tolukuma as borrowers. Establishment
of the new ANZ debt facility is a condition precedent to the Emperor transaction.

The new ANZ debt facility is subject to ANZ and DRD (IoM) agreeing on the final commercial
terms. The new ANZ debt facility will be secured against DRD (IoM)’s interest in DRD
(Porgera) and Tolukuma.

3.5.2 Equity capital raising

Emperor announced its intention to raise approximately US$15 million through the
placement of new Emperor shares following completion of the Emperor transaction.
However, to satisfy strong shareholder demand for Emperor shares following the
announcement of the Emperor transaction, Emperor has placed 23.2 million new Emperor
shares with institutional investors at A$0.38 per Emperor share, raising a total of
approximately US$6.6 million before expenses. DRDGOLD has been informed that,
depending on market conditions, it is still Emperor’s intention to raise the balance
(approximately US$8.4 million) in early 2006.

Based on the market price of Emperor shares and currency exchange rates on the last
practicable date, should Emperor raise a total of US$15 million in equity placements, DRD
(Offshore) will, subsequent to the Emperor transaction and the equity placements, hold
approximately 85.7% of the ordinary shares in issue of Emperor.

3.5.3 Emperor’s intentions for the use of capital raised

It is intended that Emperor will utilise US$30 million of the new ANZ debt facility to meet the
cash consideration of the Emperor purchase consideration due to DRD (Offshore).

Additional funds raised by Emperor will be utilised for a combination of:

– general working capital for Emperor;

– a variety of capital programs at the Porgera Mine, Tolukuma Mine and Vatukoula Mine;

and

– restructuring Emperor’s current hedge book through an appropriate derivative strategy to

maximise exposure to the gold price.

INFORMATION ON EMPEROR AND THE PNG ASSETS

4.1

Emperor

4.1.1 Introduction

Emperor’s principal assets are the Vatukoula Mine in Fiji and extensive exploration
tenements in Fiji.

4.1.2 Location

The Vatukoula Mine is situated 60km on the north east of the city of Nadi. Gold mineralisation
is associated with a volcanic caldera, and occurs in both flat-lying and steeply-dipping
structures, typically less than a metre in width, principally on the western fringe of the
caldera. The mine can be accessed via the highway from Nadi to the Vatukoula Mine. Mining
is conducted underground from four main shafts exploiting the ore bodies in the southwest
portion of the volcanic margin to the Tavua Caldera, a large shield volcano about 15km in
diameter and the recently accessed R1 ore bodies situated within the caldera.

The main mining licenses include Special Mining Lease 54, 55 and 56.

4.1.3 DRDGOLD management

DRDGOLD provides management services to Emperor to assist with the operation of the
Vatukoula Mine under an operational support agreement.

4.1.4 Geology and mineralisation

The Vatukoula Mine is a low-sulphidation epithermal gold deposit associated with alkaline-
type igneous rocks in a volcanic setting. This volcanic setting and rock type is typical of
several major gold mines in the southwest Pacific region, such as the Porgera Mine and Lihir
Gold Mine. The ore deposits lie along the margin of Tavua volcanic caldera and consist of
various types of quartz-adularia-telluride-auriferous-pyrite fillings deposited in fractured,
faulted and shattered volcanic rocks.

The majority of the Vatukoula Mine’s ore bodies are situated in the southwest portion of the
volcanic margin of the Tavua volcanic caldera, a large shield volcano about 15km in
diameter. The R1 ore bodies are, however, situated within the caldera.

Volcanism commenced about 5 million years ago and ceased about 3.5 million years ago.
The ore bodies were the last major geological event and mineralised fractures persist
throughout the very late stage sediments that filled in the central part of the caldera. The
gold is found as native gold, auriferous pyrite, and as gold tellurides.

4.1.5 Mining and processing

Most of the known ore bodies at the Vatukoula Mine are relatively narrow, flat dipping
structures previously mined by room and pillar methods. They are now mined predominantly
by longwall stoping, although throughout the mine a number of other mining methods, such
as sub-level stoping and caving, cut-and-fill, shrinkage stoping and up-dip mining, are also
practised. The remnants of 50 years of room and pillar mining are also available for
exploitation.

Current production at the Vatukoula Mine comes from four mining sections that are named
according to the shaft, namely, Smith Shaft, Philip Shaft, R1-Cayzer Shaft and the Emperor
Decline Shaft.

The Emperor plant, which had its last major upgrade in 1997, consists of two parallel
grinding mills, namely a Smidth grinding mill and a larger Morgardshammer mill. There are
also two flotation circuits, one for slimes washed from the ore, and a conventional sulphide
circuit for the grinding circuit product. Both circuit concentrates are thickened, roasted and
leached. Flotation tailings are thickened, then passed to a hybrid carbon in pulp/carbon in
leach (CIP/CIL) circuit. The loaded carbon is stripped and the eluate is combined with
roaster leach solution for zinc precipitation and subsequent recovery to bars. As at 30 June
2005, the plant utilises approximately 75% of its milling capacity.

4.1.6

Production

The Vatukoula Mine has been in production since the 1930’s, having produced over 7 Moz.
of gold to date.

The Vatukoula Mine produced 104 033 oz. of gold for the 12 months ended 30 June 2005.

The following table details the operating and production results from the Vatukoula Mine for
the past two financial years.

Vatukoula production information

Year ended 30 June

2005

2004

Production (underground operations)

Ore milled (Mt)

525 221

574 137

Recovered grade (g/t)

7.13

7.88

Gold produced (oz.)

104 033

126 017

Notes:

1. Production results above are for 100% of the Vatukoula Mine. Post completion of the Emperor transaction,

DRDGOLD’s interest in Emperor will be approximately 88.3%.

2. Source: Emperor Annual Report for 2005.

Tonnage treated for the 3 months to 30 September 2005 increased 19% over the previous
June 2005 quarter to 116 952 Mt and head grade increased by 9% to 7.62 g/t. As a result,
gold production increased by 26% to 23 854 oz. compared with the June quarter.

An update on Emperor’s recent operational performance is provided in paragraph
4.1.10.2 below.

4.1.7 Exploration and development

Emperor holds three mining tenements, namely Special Mining Lease:

– S54 – covers an area of approximately 610m

and expires on 21 March 2025;

– S55 – covers an area of approximately 400m

and expires on 21 March 2025; and

– S56 – covers an area of approximately 250m

and expires on 21 March 2025.

Additionally, Emperor holds 100% of Special Prospecting Licenses for tenements 1201,
1283, 1296, 1344, 1360 and 1411. Emperor has also submitted applications for Special
Prospecting License CX626 situated south of, and adjacent to Special Prospecting License
1411 on the island of Vanua Levu.

4.1.8 Reserves and resources

The Ore Reserves and Mineral Resources of the Vatukoula Mine are set out below:

Vatukoula resource and reserve estimates – June 2005

Contained

Category

Tonnage

Grade

gold

g/t Au

koz.

Mineral Resources

Measured

3 025

15.3

1 485

Indicated

2 963

11.0

1 044

Inferred

5 764

10.8

2 001

Total Mineral Resources

11 749

12.0

4 530

Ore Reserves

Proved

1 116

11.6

415

Probable

804

9.9

257

Total Ore Reserves

1 917

10.9

674

Notes:

1. Mineral Resource as at 30 June 2005 are based on an average long term gold price of US$420/oz. and a cut-

off grade of 7.0g/t Au to 9.0g/t Au, dependent on the ore body, proposed mining method and Au position relative
to the shafts.

2. Ore Reserves as at 30 June 2005 are based on an average long term gold price of US$420/oz. and a cut-off

grade of 7.3g/t Au to 8.9g/t Au, dependent on the ore body, proposed mining method and Au position relative
to the shafts.

3. All figures exclude Tuvatu tenements and tailings reserves and resources.

4, Source: Emperor Annual Report for 2005.

Historical information regarding Mineral Resources and Ore Reserves of the Vatukoula Mine
are set out below.

Vatukoula historical resource and reserve estimates information

Contained

Tonnage

Grade

gold

g/t

koz.

Mineral Resources

30 June 2004

12.8

9.8

4 036

30 June 2003

12.3

10.0

3 969

30 June 2002

10.9

10.2

3 562

Ore Reserves

30 June 2004

2.7

9.8

860

30 June 2003

2.7

9.8

848

30 June 2002

3.8

8.5

1 025

Notes:

1. All figures exclude Tuvatu tenements and tailings reserves and resources.

2. Mineral Resources and Ore Reserves as at 30 June 2002 were based on an average long-term gold price

of US$310/oz. and cut-off grades of 5.0g/t Au to 6.8g/t Au, dependent on the ore body, proposed mining
method and Au position relative to the shafts. The overall average cut off grade used for the Vatukoula Mine was
6.0g/t Au.

3. Mineral Resources and Ore Reserves as at 30 June 2003 were based on an average long-term gold price

of A$574/oz. and a cut-off grade of 5.3g/t Au to 6.8g/t Au dependent on the ore body, proposed mining
method and Au position relative to the shafts. The overall average cut off grade used for the Vatukoula Mine was
6.3g/t Au.

4. Mineral Resources and Ore Reserves as at 30 June 2004 were based on an average long-term gold price

of A$545/oz. and a cut-off grade of 5.5g/t Au to 6.8g/t Au dependent on the ore body, proposed mining
method and Au position relative to the shafts. The overall average cut off grade used for the Vatukoula Mine was
6.4g/t Au.

5. Source: Emperor Annual Reports for 2002, 2003 and 2004.

4.1.9 Summary of historical financial information

Set out below is a summary of key financial information relating to Emperor for the financial
years ended 30 June 2004 and 2005. The financial information for Emperor is prepared in
accordance with Australian Accounting Standards.

Emperor historical financial information

30 June 2005 30 June 2004

A$000

Revenue

65 294

65 427

Operating costs

(72 597)

(58 823)

Depreciation, amortisation and rehabilitation expense

(10 909)

(11 350)

Profit before interest and taxes

(18 212)

(4 746)

Finance costs

(103)

(166)

Impairment of mine assets

(15 248)

–

Loss before tax

(33 563)

(4 912)

Income tax recoupment

171

Net loss

(33 734)

(4 930)

Notes:

1. The fundamental accounting assumptions recognised as appropriate for the measurement and reporting of

results, cash flow and the financial position have been followed in the preparation of these financial statements.

2. Source: Emperor Annual Report for 2005.

3. The above financial information has been audited.

4.1.10 Update on Emperor

4.1.10.1 December 2005 placement

On 5 December 2005, Emperor announced that it raised A$8.816 million (before
issue costs of A$445,000) through a placement to sophisticated investors and
institutions by the issue of 23.2 million Emperor shares at an issue price of
A$0.38 per Emperor share.

According to Emperor, the monies raised will be used in advancing a number of
ongoing capital and other projects including:

– refurbishment of the Philip Shaft to increase capacity, including the installation

of new winding systems, improved shaft infrastructure and the installation of a
new water pumping system;

– exploration drilling for new ore bodies; and

– feasibility studies and test work to construct a fluidised bed roaster which may

assist in processing ore with higher sulphur levels and reducing emissions.

4.1.10.2 Operational performance

Implementation of the new mine plan designed to correct the long-standing
infrastructural shortcomings of the operations at the Vatukoula Mine is continuing.
Despite the advances being made, these shortcomings continue to hamper the
operation, particularly the operations at Philip Shaft, where constraints have a
negative impact on production from higher grade reserves.

Implementation of revised work practices continues to have a positive impact on
absenteeism and progress is being made in reducing operating costs. Moderate
improvements are being realised in equipment availability as a consequence of
improved vehicle maintenance.

Work continues to determine the most appropriate strategy of accessing higher
grades in the vicinity of Philip Shaft. The installation of improved pumping
arrangements has resulted in an increase in pumping capacity to over 100 litres
per second. This has produced encouraging results by confirming that
underground hot water in the region can be controlled. The capability to control
hot ground water will assist in enabling access to higher grade ore in the future.

4.1.10.3 Financial performance

Ongoing difficult mining and economic conditions (resulting in a reduction in gold
production for the December 2005 quarter) and the lag in achievement of
anticipated improvements from adoption of operational changes, has led to
Emperor anticipating an estimated operating loss after tax of US$10.4 million
(A$13.6 million) for the six months ended 31 December 2005. Emperor will
release its final audit reviewed results on the ASX by the end of February 2006.

In addition, a non-cash/unrealised loss adjustment of US$17.4 million
(A$22.8 million) has been incurred, mainly comprising the worsening position of
Emperor’s hedge book position.

At the last practicable date, Emperor’s unrealised liability under its hedge book
position was approximately A$26.4 million at a spot gold price of A$700 per
ounce.

4.1.10.4 Tuvatu Sale

On 18 October 2005, Emperor announced that it had reached an agreement with
Alcaston Mining NL on a restructured deal for the sale by Emperor of the Tuvatu
gold project in Fiji. Under the revised new agreement, the consideration payable
to Emperor for the sale of the Tuvatu gold project in Fiji will be A$4 million cash
and 38 million Alcaston Mining NL shares issued at a deemed price of A$0.15 per
share in Alcaston Mining NL. This agreement is subject to the approval of
Alcaston Mining NL shareholders. The formal variation documents to the existing

share sale agreement are still in the process of finalisation with Alcaston Mining
NL with the necessary Alcaston shareholder meeting expected to be held in late
January 2006.

4.1.11 Other

Further information regarding Emperor and the Vatukoula Mine is available in the
Independent Technical Report which can be accessed on DRDGOLD’s website at
www.drdgold.com, or on Emperor’s website at www.emperor.com.au.

4.2

DRD (Porgera)

4.2.1

Introduction

DRD (Porgera)’s principal asset is an undivided, duly registered 20% interest in mineral
tenements of the Porgera Mine in PNG and its corresponding participation in an
unincorporated joint venture, established in terms of a joint venture agreement between the
other holders of the remaining Porgera mineral tenements, Placer Dome Inc. and Mineral
Resources Enga Limited (on behalf of the Enga Provincial Government and Porgera
landowners in PNG), to explore and mine the mineral deposits held under these
tenements.

4.2.2

Location

The Porgera Mine is situated in the Enga Province in the Western Highlands of PNG,
approximately 600km northwest of Port Moresby and at an elevation of 2 200m to 2 700m.
It is about 130km west of the established town of Mount Hagen and approximately 680km
by road from the coastal port of Lae from which all consumables and stock items are
freighted. The vegetation is largely rainforest and the climate is wet tropical with rainfall
averaging 3 650mm per year.

4.2.3

Porgera Joint Venture

The Porgera Mine is operated by an unincorporated joint venture between DRD (Porgera)
(holding 20%), associated companies of Placer Dome Inc. (holding 75%) and Mineral
Resources Enga Limited (holding 5%).

The strategic management of the Porgera Mine falls under a Management Committee on
which the joint venture parties are proportionately represented. Decisions on certain
material strategic issues that are defined in the Porgera joint venture agreement, may be
passed only if parties representing more than a 50% interest in the joint venture, vote in
favour.

The parties also have a right of first refusal with regard to certain assignments of assets or
interests which make up the Porgera Mine. Each party has the right to own and to take in
kind and dispose of its share of all ores, concentrates and refined products produced by
the Porgera Mine. Each party also pays for its proportionate share of the costs associated
with the mining activities.

Production from the Porgera Joint Venture is subject to a 2% net smelter royalty payable to
the National Government Department of Mining of PNG who in turn distributes it amongst
the Enga Provincial Government, the Porgera District Authority and local landowners.

The Porgera Joint Venture has approval to mine the Porgera deposit under various
arrangements between the Government of PNG and the Porgera Joint Venture
participants, including a special mining lease, which encompasses approximately
23.47km

including the mine area and the areas in which the project infrastructure is

located, and which only expires in 2019. Leases for mining purposes have also been
obtained from the PNG Government for land use associated with the mining operation such
as waste dumps, camp sites, water supply, power generation, an airstrip and for utilities
such as power transmission lines and water supply pipelines and other activities incidental
to the main mining activity.

The day to day operational management of the Porgera Mine is conducted by Placer Dome
(PNG) Limited, acting under the authority of the management committee. Placer Dome
(PNG) Limited is a subsidiary of Placer Dome Inc.

4.2.4

Geology and mineralisation

Mineralisation is structurally controlled and occurs within the Porgera Mine diorite intrusive
complex, around the margins of, and within, the intrusive bodies.

The Porgera ore body is an epithermal style ore body hosted within thermally
metamorphosed sediments. The known ore body extends for up to 930m along strike. The
maximum width across the strike is 100m, but the width is commonly no more than 20m to
30m. The intrusive diorite complex has many individual stocks and dykes. The rocks are
competent but tend to be brittle, and in the vicinity of the ore body, are extensively veined
and brecciated. The intrusive bodies tend to be concentrated towards the footwall of the
deposit.

The gold and electrum metal association is the source of the high gold grades found in the
deposit. The majority of gold occurs as submicroscopic gold intimately associated with,
and disseminated throughout pyrite.

4.2.5

Mining and processing

The Porgera Mine deposit is currently being extracted using conventional open pit and
underground mining methods. Mill feed is approximately 88% sourced from the open pit
and surface stockpiles, whilst 12% is sourced from the underground. As the life of the
Porgera Mine progresses, this ratio changes, as the open pit is exhausted and is replaced
with surface stockpile ore. It is currently projected that the open pit will be exhausted in
2011 and the underground and surface stockpiles in 2014 and 2015, respectively, based
on available Ore Reserves and Mineral Resources as at 31 December 2004.

Open pit mining is a typical hard rock operation, utilising a fleet of drill rigs, shovels and
off-road haul trucks, with a nominal capacity of 62Mt per annum. This fleet will be reduced
as the tonnages mined, predominately waste, are reduced. In addition, there is a fleet of
auxiliary mobile equipment, typical of an operation of this type.

The impact of heavy rains during the year has had an impact on the stability of the pit’s
West Wall resulting in an erosional failure of the upper section. Studies to determine a long-
term solution to the stability problems indicate that a cutback of near-surface material in
the central part of the West Wall and additional stabilisation measures are necessary.
This involves the removal of approximately 27Mt of waste (including 15Mt of failed
material), the installation of water management and diversion measures and rock
buttressing of the failed area. The work is expected to be completed by the end of calendar
2006 at an estimated cost of approximately US$60 million (DRD (Porgera)’s share is
approximately US$12 million). The removal of waste will require the diversion of equipment
and will have an impact on production while the failed material is removed. No impact on
the mine’s Ore Reserve position is expected.

Underground mining was suspended in 1997, but recommenced in 2002. The
underground mining method used is longhole bench stoping. Each stoping block has ore
drives developed on top and bottom sills, which are then stripped to the ore body limits
where the ore body width is typically less than 8m to 10m. In wider areas of up to 15m to
20m, twin ore drives and/or pillars are used to reduce sill spans. Full height rings of sub-
parallel longholes are drilled and fired into the slot, retreating along strike for the full length
of the stope. The broken ore is progressively mucked to trucks on the lower level using a
combination of conventional, remote and tele-remote control loader operation. Strike spans
are expected to be 25m to 30m. Stopes are filled in stages with a combination of cemented
and non-cemented backfill to maintain stable hanging wall spans. The underground mobile
mining fleet comprises drill rigs, loaders and haul trucks. There is a fleet of auxiliary
equipment to support the operation.

The Porgera Mine metallurgical flow sheet is more complex than a typical carbon in
pulp/carbon in leach (CIP/CIL) gold plant due to the refractory nature of the mineralisation.
The mill has undergone four stages of improvement and expansion since it was first
commissioned in September 1990. The last major expansion was completed in 1996 with
the installation of additional milling, flotation and leaching capacity increasing the nominal
throughput from 10.0ktpd to 17.7ktpd. Further improvements were made in 1999 with the
addition of further flotation capacity and the installation of gravity concentrators to remove
free gold to improve overall recoveries.

The principal source of power for the Porgera Mine is supplied by a 73km transmission line
from the gas fired Hides Power Station.

4.2.6

Production

The Porgera Mine produced 976 970 oz. of gold for the 12 months ended 30 June 2005.
DRDGOLD’s attributable gold production from its 20% interest in the Porgera Joint Venture
over this period was 195 394 oz.

The following table details the operating and production results from the Porgera Mine for
the past two financial years.

Porgera production information

Year ended 30 June

2005

2004

(9 months)

Production (surface and underground operations) –
attributable to DRDGOLD’s 20% interest
Ore milled (’000 Mt)

1 201

942

Recovered grade (g/t)

5.07

4.87

Gold produced (oz.)

195 394

147 475

Notes:

1. With effect from 14 October 2003, DRDGOLD acquired a 20% interest in the Porgera Joint Venture, currently

held through DRD (Porgera). This interest is proportionately consolidated from that date.

2. Source: Placer Dome Inc. 2005 Annual Report.

Production for the ten months to October 2005 was 739koz. Lower production in calendar
year 2005 than the previous year is due to a shift of operations from Stage 4 to Stage 5 of
the open pit, which has harder ore and lower grades. Performance in the first six months
of calendar year 2005 was also negatively affected by the impact of heavy rains on the
stability of the pit’s West Wall.

The west pit wall stabilisation project will continue during 2005 and 2006, during which the
plant feed will be supplemented from stockpiled ore to maintain tonnage throughput.
However, lower grades from the stockpiles and the initial benches of Stage 5 will reduce
the annual gold production until the stabilisation work is completed in 2006. Forecast
production for the 2006 calendar year is anticipated to be below the 2005 calendar year
production level.

4.2.7

Exploration and development

The Porgera Joint Venture has an ongoing exploration programme of surface and
underground drilling, aimed primarily at firming up the data for the potential additional cut
back of the open pit and delineating additional underground Mineral Resources and Ore
Reserves. The majority of the drilling will be carried out within or adjacent to the current
mine infrastructure. There are a total of seven known targets where at least some previous
drilling has taken place. This drilling is designed to bring these targets’ ounces to an
indicated Mineral Resource status.

4.2.8

Reserves and resources

As at 31 December 2004, DRDGOLD’s attributable interest in the Ore Reserves of the
Porgera Mine was 1.463Moz.

The Mineral Resources and Ore Reserves of the Porgera Joint Venture from the December
2004 Resource and Reserve Statement published by Placer Dome Inc. are set out below.
DRDGOLD has a 20% interest in the Porgera Joint Venture and its attributable interest in
the Mineral Resources and Ore Reserves is 20% of the amounts set out below:

Porgera resource and reserve estimates – December 2004
(for 100% of the Porgera Joint Venture)

Contained

Category

Tonnage

Grade

gold

g/t Au

koz.

Mineral Resources

Measured

84 341

3.0

8 237

Indicated

30 118

3.5

3 371

Inferred

4 836

6.8

1 056

Total Mineral Resources

119 295

3.3

12 664

Ore Reserves
Proved

49 085

3.5

5 459

Probable

9 282

6.2

1 854

Total Ore Reserves

58 367

3.9

7 313

Note:

1. The Porgera Joint Venture estimates at a range of metal prices and cut offs. Ore Reserves as at 31 December

2004 are based on an average long-term gold price of US$350/oz. and a cut-off grade of 1.0g/t Au to 5.0g/t Au
dependent on the ore body. The Mineral Resource cut-off grades are 1.0g/t Au to 4.0g/t Au dependent on the
ore body.

At 31 December 2004, the Mineral Resources attributable to DRDGOLD’s interest in the
Porgera Joint Venture decreased by 0.60Moz. from 3.13Moz. to 2.53Moz. from the position
as at 31 December 2003, and Ore Reserves increased marginally by 0.02Moz. from
1.44Moz. to 1.46Moz. mainly due to increased underground Ore Reserve definition
associated with exploration drilling during the year.

Historical information regarding Mineral Resources and Ore Reserves of the Porgera Mine
are set out below.

Porgera historical resource and reserve estimates information
(for 100% of the Porgera Joint Venture)

Contained

Tonnage

Grade

gold

g/t Au

koz.

Mineral Resources
31 December 2004

119.30

3.30

12.66

31 December 2003

167.55

2.91

15.67

31 December 2002

106.41

3.25

11.11

Ore Reserves
31 December 2004

58.37

3.90

7.31

31 December 2003

65.13

3.43

7.19

31 December 2002

58.18

3.34

6.24

Notes:

1. Mineral Resource is inclusive of Inferred Resources.

2. Ore Reserves as at 31 December 2002 are based on a gold price of US$300/oz. long-term open pit and

US$275/oz. longterm underground and cut-off grades of 1.63g/t Au to 2.76g/t Au, dependent on the ore body.
The Mineral Resource cut off grade is 1.0g/t Au.

3. Ore Reserves as at 31 December 2003 are based on a gold price of US$325/oz. long-term and a cut-off grade

of 1.7g/t Au to 6.0g/t Au dependent on the ore body. The Mineral Resource cut-off grades are 1.0g/t Au to
5.0g/t Au dependent on the ore body.

4. Ore Reserves as at 31 December 2004 are based on an average long-term gold price of US$350/oz. and a

cut-off grade of 1.0g/t Au to 5.0g/t Au dependent on the ore body. The Mineral Resource cut-off grades are
1.0g/t Au to 4.0g/t Au dependent on the ore body.

4.2.9

Historical financial information on DRD (Porgera)

Set out below is a summary of key financial information relating to DRD (Porgera) for the
financial years ended 30 June 2004 and 2005. The financial information for DRD (Porgera)
is prepared in accordance with International Accounting Standards.

Porgera historical financial information
(for 100% of the Porgera Joint Venture)

30 June 2005 30 June 2004

(9 months)

US$000

Revenue

83 019

60 583

Operating costs

(53 475)

(41 943)

Profit before interest and taxes

29 544

18 640

Finance costs

(1 044)

(1 103)

Profit before tax

28 500

17 537

Income tax expense

(5 515)

(8 475)

Net profit

22 985

9 062

Notes:

1. With effect from 14 October 2003, DRDGOLD acquired a 20% interest in the Porgera Joint Venture, currently

held through DRD (Porgera). This interest is proportionately consolidated from that date.

2. The fundamental accounting assumptions recognised as appropriate for the measurement and reporting of

results, cash flow and the financial position have been followed in the preparation of these financial
statements.

3. The above financial information has been extracted from DRDGOLD’s report to shareholders for the six months

ended 30 June 2005.

4. The above financial information has been audited.

4.2.10 Other

The manager of the Porgera Joint Venture, Placer Dome (PNG) Limited, places a high
degree of importance on maintaining sound community relationships and minimising
adverse social impacts caused by the mining operations.

Further information regarding DRD (Porgera) and the Porgera Mine is available in the
Independent Technical Report which can be accessed on DRDGOLD’s website at
www.drdgold.com.

4.3

Tolukuma

4.3.1

Introduction

Tolukuma’s major asset is its 100% interest in the Tolukuma Gold Mine and extensive
exploration tenements in PNG.

4.3.2

Location

The Tolukuma Mine is located approximately 6km east of Fane Mission, 12km west of
Woitape and 100km north of Port Moresby in Central Province, PNG. The Tolukuma Mine
is in an area of steep mountainous and heavily vegetated terrain in the headwaters of Iwu
Creek, which drains into the Auga River. Elevations in the mine lease area range from
1 100m above sea level at the Auga River to 1 750m above sea level at the top of Tolukuma
hill. Access for personnel and equipment is by helicopter.

The climate of the Central Province area is temperate with year round rainfall. Temperatures
range from 10 degrees to 25 degrees Celsius and rainfall averages over 3 500mm per year.

The Tolukuma Mine consists of one mining lease, ML104, covering approximately 8km

and eleven ELs covering approximately 9 000km

located within 40 minutes flying radius

of the mine site.

All current mining activities are carried out under the terms of ML104, which was granted
under Section 38 of the Papua New Guinea Mining Act of 1992 and Mining Regulations
1992. The lease expires on 29 August 2012, and is renewable for further periods of up to
10 years each.

Production from the Tolukuma section of the Mine is subject to a 2% net smelter royalty.
This royalty is distributed to the Yulai future generation fund (the traditional landowners are

the Yulai people who belong to the Auga tribes), a landowners’ association, the
landowners, and to a Central Provincial Government fund for projects outside the Tolukuma
Mine area.

4.3.3

Geology and mineralisation

The Tolukuma Mine deposit is a narrow epithermal low sulphidation gold/silver/quartz/
adularia vein system noted for its high-grade “bonanza” style mineralisation. The primary
structures extend 7km on strike with economic mineralisation usually occurring in well-
defined zones on dip and along strike.

The Tolukuma deposit is comprised of two sub-parallel structures that are connected by a
series of linked structures trending generally from north-west to south-east. Individual
quartz veins average 0.2m to 2.0m in width over a strike length of more than 1.4km.
Likewise, the Zine and 120 veins located approximately 250m to the east, have similar
geological features. These are connected by a series of linked structures tending generally
in a south-east to north-west direction.

All the current Ore Reserves are located within these veins in five sections that have
different geological characteristics. Major zones include from north to south, Tolukuma
Zine, Tolimi, Tinabar and Gulbadi. The Gulbadi zone includes the Gulbadi and Gulbadi
X-veins. Clay zones of variable width are located in the intersections on two or more
structures. Minor loops off the main veins, minor splay veins and minor cross veins are
excluded from the potential reserves, although they are mined at times. Infill diamond
drilling of the Fundoot and Gulbadi southeast structures is continuing from underground.

4.3.4

Mining and processing

As at 30 June 2005, the mine is a low capacity (18ktpm), high-grade (11.24g/t) operation
and employs 824 people, including 186 contractors.

The current production, by tonnage, is sourced approximately 93% from underground
mining and 7% from open pit mining. All open pit and underground mining is conducted
using mining plant and equipment owned by Tolukuma. The average mining depth at the
Tolukuma Mine is 150m below surface or approximately 1 450m above mean sea level.

Access to underground workings is via decline shafts. Mining methods vary according to
local ground conditions and are generally mechanised cut and fill methods.

The metallurgical plant is compact and follows conventional gold extraction technology.
It is located on a steep ridge in very mountainous terrain. Ore is trucked to the plant, then
milled and treated through a conventional gravity and carbon in leach (CIL) circuit.
The plant consists of a closed circuit semiautogenous mill that at 30 June 2005 is capable
of processing 18ktpm.

As the Tolukuma Mine is situated in a remote area, it is forced to be self sufficient with
regard to the generation of power. Power is generated through a combination of diesel
driven generator sets and hydro-turbine driven generator sets. Three hydro units are
installed, currently capable of generating up to 1.5 MW of power. These units are
dependent on the supply of adequate water. These generators supply 32 000 volts via
overhead lines to the mine, where it is transformed down to either 6 600 volts, 1 000 volts
or 525 volts, depending on the requirement. Any shortfall from the hydro units is made up
by the diesel units (a total of 3.2 MW of diesel generating power is installed).

Tolukuma is assessing the potential to expand the use of hydro-generation power to
reduce diesel and helicopter costs. Tolukuma is also preparing to acquire new vehicles to
improve availability of the current fleet resulting in improved production and development
and reduced ongoing maintenance costs.

Tolukuma is also seeking to upgrade and standardise the current pumping system, thereby
improving efficiencies and productivity and reducing power consumption.

4.3.5

Production

The Tolukuma Mine produced 76 314oz. of gold for the 12 months ended 30 June 2005.
The Tolukuma Mine also produced 168 314oz. of silver in the year ended 30 June 2005.

The following table details the operating and production results from the Tolukuma Mine for
the past three fiscal years.

Tolukuma Mine historical production information

Year ended 30 June

2005

2004

2003

Production

Ore milled (’000 Mt)

213

198

161

Recovered grade (g/t)

11.2

13.6

13.2

Gold produced (oz.)

76 314

85 715

68 096

Note:

1. Source: DRDGOLD 2005 Annual Report.

Gold production for the 10 months to October 2005 totalled 57 427oz.

Cash costs increased in fiscal 2005, primarily due to lower grades and transport and
logistics costs. Given that approximately 24% of the production costs of the mine are spent
on transportation and logistics due to its remoteness, the higher cost of fuel had a material
impact on the costs of the logistics involved in keeping the mine supplied with
consumables and services.

4.3.6

Exploration and development

Tolukuma has eleven ELs and a mining license, ML104. ML104 covers an area of
approximately 8km

whilst the eleven ELs cover over 9 000km

located within 40 minutes

flying radius of the mine site. The Tolukuma ELs are being explored using geophysical
surveys, interpretation of satellite images, mapping and sampling of streams. This is
followed up by detailed mapping, trenching and drilling of prospective target areas.

Exploration during the year ended 30 June 2005 was focused on finding resources for mill
feed. Much of this work involved diamond drilling concentrated mostly within ML104. A
total of 68 holes have been drilled for a total of 23 487m. Some regional exploration was
also carried out in a few of the outer ELs.

The short-term exploration focus will continue to be on increasing the resource base at and
around the Tolukuma Mine. In addition, an intensive diamond-drilling program with
associated fieldwork is planned for the coming year. This work is aimed at testing more
than sixteen drill targets identified and classified within ML104 and regional exploration
work on ELs outside ML104.

4.3.7

Reserves and resources

Proved and Probable Ore Reserves for the Tolukuma section of the Tolukuma Mine, as at
30 June 2005, were 0.22Moz., determined assuming a gold price of PGK 1 313/oz.
(US$420/oz.).

The current 30 June 2005 Mineral Resource and Ore Reserve estimates are set out below.

Tolukuma Mine resource and reserve estimates – June 2005

Contained

Category

Tonnage

Grade

gold

g/t Au

koz.

Mineral Resources

Measured

42.1

119

Indicated

161

29.0

150

Inferred

371

23.2

277

Total Mineral Resources

620

27.4

546

Ore Reserves

Proved

166

17.8

Probable

261

14.6

122

Total Ore Reserves

427

15.8

218

Note:

1. Mineral Resources and Ore Reserves are based on an underground cut-off of 8.0g/t Au and 3.7g/t Au

surface/open pit cutoff and a gold price of US$420/oz.

While the Ore Reserves represent only approximately two years of production, this has
been the level of reserves over the last five years. The ounces in the Ore Reserves have
actually increased by a modest amount each year over the last five years, with new reserve
definition more than offsetting depletion through mining. Because the bulk of the sample
data on which the measured and indicated estimates are based comes from the sampling
of ore development and development is rarely more than one or two years ahead of
production, there is a limit to the material which can be readily brought into reserves.

Tolukuma Mine historical resource and reserve information

Contained

Tonnage

Grade

gold

g/t Au

koz.

Mineral Resources
30 June 2005

620

27.4

546

30 June 2004

520

28.5

477

30 June 2003

304

35.2

344

Ore Reserves
30 June 2005

427

15.8

218

30 June 2004

349

18.1

204

30 June 2003

310

14.5

144

Notes:

1. Mineral Resources as at 30 June 2003 are based on a gold price of US$350/oz. and cut-off grade of 7.0g/t.

2. Mineral Resources as at 30 June 2004 are based on a gold price of US$400/oz. and cut-off grade of 7.0g/t

for underground and 4.5g/t for surface and open pit.

3. Mineral Resources and Ore Reserves as at 30 June 2005 are based on a gold price of US$420/oz. and cut-

off grade of 8.0g/t for underground and 3.7g/t for surface and open pit.

4.3.8

Historical financial information on Tolukuma

Set out below is a summary of key financial information relating to Tolukuma for the financial
years ended 30 June 2003, 2004 and 2005. The financial information for Tolukuma is
prepared in accordance with International Accounting Standards.

Tolukuma historical financial information

30 June 2005 30 June 2004 30 June 2003

PGK’000

Revenue

105 481

111 895

90 275

Operating costs

(107 711)

(103 547)

(93 263)

Profit before interest and taxes

(2 230)

8 348

(2 988)

Finance costs

(1 419)

(748)

(2 350)

Profit before tax

(3 649)

7 600

(5 338)

Income tax expense

(27)

–

(1 265)

Net profit

(3 676)

7 600

(6 603)

Notes:

1. The fundamental accounting assumptions recognised as appropriate for the measurement and reporting of

results, cash flow and the financial position have been followed in the preparation of these financial
statements.

2. The above financial information has been extracted from DRDGOLD’s report to shareholders for the six months

ended 30 June 2005.

3. The above financial information has been audited.

4.3.9

Other

Tolukuma maintains community development projects both locally and in downstream
communities, but management of the local community remains challenging.

Further information regarding Tolukuma and the Tolukuma Mine is available in the
Independent Technical Report which can be accessed on DRDGOLD’s website at
www.drdgold.com.

INTERESTS OF DRD (OFFSHORE), DRD (IOM) AND DRDGOLD

5.1

DRD (Offshore)

DRDGOLD has incorporated DRD (Offshore) as a wholly owned subsidiary of DRDGOLD in order
to implement the restructuring and the Emperor transaction.

The board of directors of DRD (Offshore) comprises:

– Geoffrey Charles Campbell

– Michael Guy Gisborne

– Paul Flood Matthews

– Mark Michael Wellesley-Wood (Alternate – John William Cornelius Sayers)

Subsequent to the completion of the restructuring and the Emperor transaction, the board of
directors of DRD (Offshore) and the emoluments of the directors of DRD (Offshore) shall not
change.

The directors of DRD (Offshore) are all directors of DRD (IoM). None of the directors of DRD
(Offshore) have an interest in the securities of DRD (IoM).

The directors of DRD (Offshore) do not have any interest in the securities of DRD (Offshore).

Geoffrey Charles Campbell, Mark Michael Wellesley-Wood and John William Cornelius Sayers are
directors of DRDGOLD.

Save as disclosed below, none of the directors of DRD (Offshore) have any interest in DRDGOLD.

At the last practicable date, the directors of DRD (Offshore) held, in aggregate, 240 797 (0.078%)
DRDGOLD shares beneficially, non-beneficially, directly and indirectly, in the issued capital of the
company. Details of their individual shareholdings are set out in the table below.

Number of shares

Beneficial

Non-

Director

Direct

Indirect

beneficial

Executive

M M Wellesley-Wood

240 797

–

Non-executive

G C Campbell

–

M Gisborne

–

P Matthews

–

Total

240 797

–

5.2

DRD (IoM)

DRDGOLD holds 100% of the issued share capital of DRD (IoM).

In order to implement the restructuring, DRDGOLD’s shareholder loan to DRD (IoM) will be
capitalised through the issue by DRD (IoM) of additional shares to DRDGOLD.

The board of directors of DRD (IoM) comprises:

– Geoffrey Charles Campbell

– Michael Guy Gisborne

– Paul Flood Matthews

– Mark Michael Wellesley-Wood (Alternate – John William Cornelius Sayers)

Subsequent to completion of the restructuring and the Emperor transaction, the emoluments of the
current board of directors shall not change.

The current directors of DRD (IoM) are all directors of DRD (Offshore). None of the directors of DRD
(IoM) have an interest in the securities of DRD (Offshore).

The directors of DRD (IoM) do not have any interest in the securities of DRD (IoM).

Geoffrey Charles Campbell, Mark Michael Wellesley-Wood and John William Cornelius Sayers are
directors of DRDGOLD.

Save as disclosed below, none of the directors of DRD (IoM) have any interest in DRDGOLD.

At the last practicable date, the directors of DRD (IoM) held, in aggregate, 240 797 (0.078%)
DRDGOLD shares beneficially, non-beneficially, directly and indirectly, in the issued capital of the
company. Details of their individual shareholdings are set out in the table below.

Number of shares

Beneficial

Non-

Director

Direct

Indirect

beneficial

Executive

M M Wellesley-Wood

240 797

–

Non-executive

G C Campbell

–

M Gisborne

–

P Mathews

–

Total

240 797

–

5.3

DRDGOLD

5.3.1

Interests of DRDGOLD in DRD (IoM) and DRD (Offshore)

DRDGOLD holds 100% of the issued ordinary share capital of DRD (IoM) and DRD
(Offshore).

Subsequent to completion of the restructuring and the Emperor transaction, DRDGOLD will
hold 100% of the issued ordinary share capital of DRD (Offshore), DRD (Offshore) will hold
approximately 88.3% of the issued ordinary share capital of Emperor and Emperor will hold
100% of the issued ordinary share capital of DRD (IoM) (refer to diagram in paragraph 3.1
above).

5.3.2

Information relating to DRDGOLD directors

Director

Portfolio

Business address

Executive

Mark Michael

Chief Executive

Ebsco House 4, 299 Pendoring Avenue

Wellesley-Wood

Officer

Blackheath, Johannesburg, 2195

John William Cornelius

Chief Financial

Ebsco House 4, 299 Pendoring Avenue

Sayers

Officer

Blackheath, Johannesburg, 2195

Non-executive

Geoffrey Charles Campbell Chairman

42 Half Moon Lane, London
SE24 9NU, United Kingdom

James Turk

Director

ASL House, 12 – 14 David Place
St. Helier Jersey, British Channel
Islands, JE2 4TD

Robert Peter Hume

Independent

Sasfin Frankel Pollak, Beach Road

Director

East London, 5210, South Africa

Douglas John Meldrum

Independent

25 Bay Hill Terrace, Sunset Links

Blackmur

Director

Milnerton, Cape Town, 7441
South Africa

5.3.3

DRDGOLD directors’ interests in the capital of DRDGOLD

At the last practicable date, the directors of DRDGOLD held, in aggregate,
269 642 (0.087%) DRDGOLD shares beneficially, non-beneficially, directly and indirectly,
in the issued capital of the company. Details of their individual shareholdings are set out in
the table below.

Number of shares

Beneficial

Non-

Director

Direct

Indirect

beneficial

Executive

M M Wellesley-Wood

240 797

–

J W C Sayers

–

Non-executive

G C Campbell

–

J Turk

–

13 000

–

R P Hume

–

15 845

–

D Blackmur

–

Total

240 797

28 845

–

5.3.4

DRDGOLD directors’ share options

At the last practicable date, the directors of DRDGOLD held the following share options,
issued in terms of the Durban Roodepoort Deep (1996) Share Option Scheme.

Number of

Strike

Share option

Director

options

price Issue period – lapse period

Executive

M M Wellesley-Wood

218 750

15.81

26/03/2002 – 26/03/2012

165 762

18.51

30/04/2002 – 30/04/2012

166 900

29.10

23/10/2002 – 23/10/2012

256 700

19.05

22/04/2003 – 22/04/2013

215 800

17.53

27/10/2003 – 27/10/2013

57 710

5.50

17/06/2005 – 17/06/2015

1 023 912

J W C Sayers

–

Non-executive

J Turk

–

R P Hume

8 750

7.26

01/10/2001 – 01/10/2011

30 000

15.81

26/03/2002 – 26/03/2012

10 700

29.10

23/10/2002 – 23/10/2012

13 200

19.05

22/04/2003 – 22/04/2013

11 100

17.53

27/10/2003 – 27/10/2013

4 157

5.50

17/06/2005 – 17/06/2015

73 750

G C Campbell

20 000

18.61

20/03/2002 – 20/03/2012

8 600

29.10

23/10/2002 – 23/10/2012

14 300

19.05

22/04/2003 – 22/04/2013

12 000

17.53

27/10/2003 – 27/10/2013

3 094

5.50

17/06/2005 – 17/06/2015

54 900

D Blackmur

–

5.3.5

DRDGOLD directors’ dealings in securities

On 16 December 2005, Mark Michael Wellesley-Wood purchased 100 000 Emperor shares
at A$0.45 per Emperor share.

On 20 December 2005, Mark Michael Wellesley-Wood purchased 38 000 DRDGOLD
shares at US$1.3668 per DRDGOLD share.

5.3.6

DRDGOLD directors’ interests in transactions

None of the directors of DRDGOLD had or has any interests in any transactions that were
undertaken by DRDGOLD, which are or were in their nature or condition material to the
business of DRDGOLD and that were effected by DRDGOLD during the current or
immediately preceding financial year, or during an earlier financial year and which remain
in any respect outstanding.

5.3.7

DRDGOLD directors’ emoluments

There will be no variation in the emoluments paid to the directors of DRDGOLD as a result
of the restructuring and/or the Emperor transaction.

FINANCIAL INFORMATION RELATING TO DRDGOLD

6.1

Income statements of DRDGOLD

Years ended 30 June (audited)

Notes

2002

2003

2004

2005

R’000

Turnover

2 638 994

2 408 598

2 192 142

1 668 562

Cost of sales

(2 360 853)

(2 316 688)

(2 221 597)

(1 650 069)

Operating profit/(loss)

278 141

91 910

(29 455)

18 493

Sundry income and expenditure

(979 829)

398 445

(192 761)

(153 885)

Impairments

(21 996)

(133 001)

(108 770)

(289 605)

Profit/(Loss) from operations

(723 684)

357 354

(330 986)

(424 997)

Net financing costs

31 455

60 500

88 914

(42 539)

Share of results from associates

–

(43 674)

–

(77 749)

Extraordinary items

20 808

106 372

382

68 254

Outside shareholders’ interest

–

(46)

(11)

Profit/(Loss) for the year

(510 534)

370 905

(716 430)

(515 906)

EPS

(316)

202

(331)

(200)

HEPS

(315)

217

(328)

(114)

Source: DRDGOLD Annual Reports for the respective years.

Notes:

Years ended 30 June (audited)

2002

2003

2004

2005

R’000

Impairments

Mining assets and other assets

21 996

48 029

(2 488)

217 509

Loans to associate companies

–

84 972

88 855

72 096

Other

–

22 403

–

Extraordinary items

Profit on sale of mining assets

3 360

15 663

382

Profit on sale of investments

17 448

1 376

–

3 000

Profit on sale of subsidiaries

–

89 333

–

65 243

6.2

Balance sheets for DRDGOLD

Years ended 30 June (audited)

2002

2003

2004

2005

R’000

Assets

Mining assets

771 885

578 528

956 051

799 112

Other non-current assets

382 576

674 435

488 128

365 831

Current assets

460 637

563 748

358 999

394 327

Inventories

86 661

59 100

103 493

103 298

Accounts receivable

126 644

172 828

114 612

49 837

Cash and cash equivalents

247 332

331 820

140 894

241 192

Capital and reserves

Ordinary share capital

2 115 912

2 345 030

3 169 451

3 736 132

Retained earnings/(losses)

(1 677 890)

(1 888 964)

(2 605 394)

(3 121 300)

Liabilities

Other non-current liabilities

263 340

428 388

461 253

250 399

Long-term liabilities

263 071

387 478

308 992

359 381

Current liabilities

650 665

544 779

463 043

328 814

Trade payables and provisions

475 586

373 234

383 736

222 694

Current portion of borrowings

165 561

142 435

58 450

64 685

Current tax liabilities

4 002

–

9 384

32 281

Bank overdraft

5 516

29 110

11 473

9 154

6.3

Accounting policies

The financial statements are prepared on the historical cost accounting basis, as modified by the
revaluation of certain financial instruments to fair value. The accounting policies adopted by the
DRDGOLD group are in accordance with South African Statements of Generally Accepted
Accounting Practice and are consistent with those applied in previous years.

6.4

Material changes

On 13 December 2005, the chairman of DRDGOLD SA announced that, as a consequence of
continuing seismicity, a new mining plan was being implemented at Blyvooruitzicht Gold Mining
Company Limited, a wholly owned subsidiary of DRDGOLD SA. The new mining plan will result in
a reduction in yield but the impact will be offset to some degree by an increase in tonnage.
Blyvooruitzicht Gold Mining Company Limited reported seismicity-induced impacts on production
at the end of the September 2005 quarter. A consequent risk review, together with continuing
seismicity affecting approximately 30% of the mine’s production had prompted the new mine plan.

6.5

Unaudited pro forma financial effects of the restructuring and the Emperor
transaction post completion of the SA transactions

DRDGOLD shareholders are referred to the announcement published on 27 October 2005, in
which details of the SA transactions were disclosed.

The unaudited pro forma financial effects of the restructuring, the Emperor transaction and the
SA transactions on the EPS, HEPS of DRDGOLD for the financial year ended 30 June 2005 and the
NAV and TNAV at that date are set out in the table below. These pro forma financial effects have
been prepared for illustrative purposes only in order to provide information on how the
restructuring, the Emperor transaction and the SA transactions might have affected the results,
changes in equity and financial position of DRDGOLD and, because of their nature, may not give
a true reflection of the actual financial effects of the above transactions.

After the

Before the

SA transactions

After the SA

SA transactions

and before the

transactions and

and the Emperor

Emperor

the Emperor

transaction

Change

(cents)

(%)

EPS

(200)

(233)

(42)

HEPS

(114)

(127)

(141)

(11)

NAV

208

182

348

TNAV

208

182

348

Notes:

1. The EPS and HEPS, as set out in the “Before the SA transactions and the Emperor transaction” column of the table, are

based upon the audited income statement of DRDGOLD for the financial year ended 30 June 2005 and a weighted
average of 257 695 796 DRDGOLD shares in issue.

2. The NAV and TNAV, as set out in the “Before the SA transactions and the Emperor transaction” column of the table, are

based upon the audited balance sheet of DRDGOLD as at 30 June 2005 and 296 206 048 DRDGOLD shares in issue.

3. The EPS and HEPS, as set out in the “After the SA transactions and before the Emperor transaction” and the “After the

SA transactions and the Emperor transaction” columns of the table, are based upon a weighted average of 262 147 015
DRDGOLD shares in issue and the assumptions that the restructuring, the Emperor transaction and the SA transactions
occurred on 1 July 2004 and that any DRDGOLD shares issued in respect of the SA transactions were issued on such
date.

4. The NAV and TNAV, as set out in the “After the SA transactions and before the Emperor transaction” and the “After the

SA transactions and the Emperor transaction” columns of the table, are based upon 300 657 267 DRDGOLD shares in
issue and the assumptions that that the restructuring, the Emperor transaction and the SA transactions occurred on
30 June 2005 and that any DRDGOLD shares issued in respect of the SA transactions were issued on such date.

SPECIAL ARRANGEMENTS

Following completion of the Emperor transaction, persons currently working on secondment from DRD
(IoM) and DRD Australasia Services will cease to be employed by the DRDGOLD group and will become
full time employees of Emperor or its subsidiaries.

On 1 December 2005, Geoffrey Charles Campbell, who is currently the non-executive chairman of
DRDGOLD, was appointed as non-executive director of DRD (IoM) in terms of a two-year contract.

With effect from 30 November 2005, Ian Louis Murray resigned as a director of DRDGOLD. On
1 December 2005, Mr Murray was appointed as Corporate Development Consultant to DRDGOLD. In
terms of a consultancy agreement entered into between Mr Murray and DRDGOLD, upon successful
completion of the Emperor transaction, Mr Murray will receive shares in Emperor, or in the alternative
DRDGOLD, for a value of not less than A$100,000.

Other than as disclosed above, there are no agreements, arrangements or understandings (including
any compensation arrangements) existing between DRDGOLD, DRD (IoM), DRD (Offshore) and
Emperor or any person acting in concert with such parties and any of the directors of such parties or
persons who were directors of such parties within the previous 12 months, or holders of relevant
securities or persons who were holders thereof within the previous 12 months, having any connection
with the restructuring or the Emperor transaction.

OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS

The board, excluding those directors who are directors of Emperor, has considered the terms and
conditions of the restructuring and the Emperor transaction and is of the opinion that the restructuring
and the Emperor transaction are in the interests of DRDGOLD shareholders.

The board recommends that DRDGOLD shareholders vote in favour of the ordinary resolution to
implement the restructuring in terms of section 228 of the Act.

All the directors of DRDGOLD intend to vote in favour of the restructuring in respect of their own holdings
of DRDGOLD shares.

DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of DRDGOLD, whose names are given on page 9 of this circular:

– have considered all statements of fact and opinion in this document;

– accept, individually and collectively, full responsibility for such statements;

– certify that, to the best of their knowledge and belief:

– there are no omissions of material facts or considerations, that would make any statements of fact

or opinion contained in this document false or misleading and have made all reasonable enquiries
in this regard; and

– that this document contains all information required by law and the SRP.

10. GENERAL MEETING OF DRDGOLD ORDINARY SHAREHOLDERS AND DRDGOLD

PREFERENCE SHAREHOLDERS

A general meeting of DRDGOLD ordinary shareholders and DRDGOLD preference shareholders will be
held at 10:00 on Friday, 17 February 2006, at Ebsco House 4, 299 Pendoring Avenue, Blackheath,
Randburg, Johannesburg, 2195, for the purpose of considering and, if deemed fit, passing a resolution
to authorise the restructuring.

A notice convening the general meeting is attached to and forms part of this circular.

11. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection during normal office hours
on any business day from Friday, 13 January 2006 to Friday, 17 February 2006, both days inclusive, at
the registered offices of DRDGOLD, Ebsco House 4, 299 Pendoring Avenue, Blackheath, Randburg,
Johannesburg, 2195:

– DRDGOLD’s memorandum and articles of association;

– DRD (Offshore)’s memorandum and articles of association;

– DRD (IoM)’s memorandum and articles of association;

– the audited annual financial statements of DRDGOLD for the four years ended 30 June 2005;

– the audited annual financial statements of DRD (IoM) for the four years ended 30 June 2005;

– the sale and purchase agreement between DRDGOLD and DRD (Offshore) for the restructuring;

– the sale and purchase agreement between DRD (Offshore) and Emperor for the Emperor transaction;

– the Independent Technical Report;

– a copy of the fair and reasonable opinion for the SA transactions;

– a copy of the Exchange Control approval for the restructuring and the Emperor transaction; and

– a copy of this circular signed by the directors of DRDGOLD.

By order of the board

DRDGOLD LIMITED

T J Gwebu
Secretary

Johannesburg
13 January 2006

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1895/000926/06)

Nasdaq trading symbol: DROOY

ARBN number: 086 277 616

JSE share code: DRD

ISIN: ZAE 000058723

(“DRDGOLD” or “the company”)

Directors

G C Campbell†*

(Non-Executive Chairman)

M M Wellesley-Wood*

(Chief Executive Officer)

J W C Sayers*

(Chief Financial Officer)

J Turk‡**

R P Hume†

D Blackmur†***

† Independent non-executive
‡ Non-executive

* British
** American
*** Australian

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the holders of ordinary shares in DRDGOLD (“ordinary
shareholders”) and the holders of cumulative preference shares in DRDGOLD (“preference shareholders”)
will be held at 10:00 in the boardroom at Ebsco House 4, 299 Pendoring Avenue, Blackheath, Randburg,
Johannesburg, 2195, on Friday, 17 February 2006 under the chairmanship of Mr Geoffrey Campbell, in his
capacity as chairman of the board of directors of DRDGOLD or in his absence any other director chosen by
the members present in person or by representative or agent or proxy, for the purposes of considering and,
if deemed fit, passing, with or without modification, the resolution set out below.

ORDINARY RESOLUTION APPROVING THE RESTRUCTURING

“Resolved that the disposal by the company of its entire ordinary shareholding in the issued share capital of
DRD (Isle of Man) Limited to DRD (Offshore) Limited (“DRD (Offshore)”) on the terms and subject to the
conditions set out in a written agreement between the company and DRD (Offshore) dated 4 January 2006
(“the sale agreement”) the salient terms of which are set out in the circular dated 13 January 2006 to
shareholders of the company, be and is hereby approved and the sale agreement be and is hereby ratified
in terms of section 228 of the Companies Act, 1973, as amended, and that any one director of the company
or the secretary of the company be and is hereby authorised to sign all such documents and do all such
things as are necessary or requisite so as to give effect to and implement the terms of the disposal
agreement and this resolution, and all actions taken in this regard be and are hereby ratified and confirmed.”

VOTING AND PROXIES

Ordinary shareholders and preference shareholders may attend and vote at the general meeting.

Ordinary shareholders holding certificated ordinary shares in their own name, ordinary shareholders who
have dematerialised their DRDGOLD ordinary shares and have elected own-name registration in the sub-
register through a Central Securities Depositary Participants (“CSDP”) and preference shareholders may
attend, speak and vote in person at the general meeting, or may appoint one or more proxies (who need not
be shareholders of DRDGOLD) to attend, speak and vote at the general meeting in the place of such
DRDGOLD shareholder.

A form of proxy is attached to the circular to the DRDGOLD shareholders dated 13 January 2006 to which
a copy of this notice of general meeting is attached. Duly completed forms of proxy must be lodged 48 hours
prior to the start of the general meeting (which period excludes Saturdays, Sundays and public holidays),
as follows:

– shareholders registered on the South African register, to Ultra Registrars (Proprietary) Limited,

11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg 2000) to reach them by no later
than 10:00 (South African time) on Wednesday, 15 February 2006; or

– shareholders registered on the Australian register, to Computershare Investor Services Proprietary

Limited, Level 2, 45 St George’s Terrace, Perth, Western Australia, 6000 (GPO Box D182, Perth, Western
Australia, 6840) to reach them by no later than 16:00 (Perth Western Australia time) on Wednesday,
15 February 2006; or

– shareholders registered on the Port Moresby register, to Capital Stockbrokers Limited, Level 2, AON Haus,

Port Moresby (PO Box 2017, Port Moresby) to reach them by no later than 16:00 (Port Moresby time) on
Wednesday, 15 February 2006; or

– shareholders holding DRDGOLD ordinary shares in the form of American Depositary Receipts, to

The Bank of New York, Proxy Services Department, 101 Barclay Street New York, NY 10286 to reach them
by no later than 16:00 (Eastern Standard time) on Tuesday, 14 February 2006; or

– shareholders registered on the United Kingdom register, to Capita IRG Plc, The Registry, 34 Beckenham

Road, Beckenham, Kent, BR3 4TU to reach them by no later than 08:00 (GMT) on Wednesday,
15 February 2006.

Ordinary shareholders who have already dematerialised their DRDGOLD ordinary shares through a CSDP
or broker and who have not selected “own-name” registration in the sub-register through a CSDP and
ordinary shareholders who hold certificated ordinary shares through a nominee who wish to attend the
general meeting of shareholders must instruct their CSDP, broker or nominee to issue them with the
necessary authority to attend or, if they do not wish to attend the general meeting of shareholders, but wish
to be represented thereat, they must provide their CSDP or nominee with their voting instructions in terms of
the custody agreement entered into between them and their CSDP, broker or nominee.

In respect of dematerialised shares, it is important to ensure that the person or entity (such as a nominee)
whose name has been entered into the relevant sub-register maintained by a CSDP completes the form of
proxy in terms of which he appoints a proxy to vote at the general meeting of shareholders.

Australian holders of CHESS Depositary Interests in DRDGOLD shares should complete the attached notice
of direction (blue) and return it to CHESS Depositary Nominees Proprietary Limited, C/o Computershare
Investor Services (Proprietary) Limited, Level 2, 45 St George’s Terrace, Perth Western Australia 6000, by no
later than 16.00 (Western Australian time) on Wednesday, 15 February 2006.

Depositary receipt holders will receive forms of proxy printed by the Depositary Bank, which should be
completed and returned in accordance with the instructions printed on the forms of proxy.

The holder of a share warrant to bearer who wishes to attend or be represented at the general meeting must
deposit his share warrant at the bearer reception office of Capita IRG plc, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or must deposit his share warrant at the office of the French agents, Euro
Emetteurs Finance, 48 Boulevard des Batignolles, 75850, Paris, Cedex 17, France, in both cases not later
than 48 hours before the date appointed for the holding of the general meeting (which period excludes

Saturdays, Sundays and public holidays) and shall otherwise comply with the “Conditions governing share
warrants” currently in force. Thereupon a form of proxy or an attendance form under which such share
warrant holder may be represented at the general meeting shall be issued.

By order of the board

DRDGOLD LIMITED

T J Gwebu
Secretary

Johannesburg
13 January 2006

Registered office and postal address

In South Africa

Ebsco House 4, 299 Pendoring Avenue
Blackheath, Randburg
Johannesburg, 2195
(PO Box 390, Maraisburg, 1700)

In Port Moresby

Capital Stockbroker Limited
Level 2
AON Haus
Port Moresby
Papua New Guinea
(PO Box 2017, Port Moresby)

Depositary Bank

American Depositary Receipts
The Bank of New York
101 Barclay Street
New York, New York 10286
United States of America

Transfer secretaries

In South Africa

Ultra Registrar (Proprietary) Limited
11 Diagonal Street
Johannesburg, 2001
(PO Box 4844, Johannesburg, 2000)

In the United Kingdom

Capita IRG Plc
The Registry, 34 Beckenham Road
Beckenham, Kent, BR3 4TU

In Australia

Computershare Investor Services (Proprietary) Limited
Level 2, 45 St George’s Terrace
Perth, Western Australia, 6000
(GPO Box D182, Perth, Western Australia, 6840)

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1895/000926/06)

Nasdaq trading symbol: DROOY

ARBN number: 086 277 616

JSE share code: DRD

ISIN: ZAE 000058723

(“DRDGOLD” or “the company”)

FORM OF PROXY

FOR DRDGOLD ORDINARY SHAREHOLDERS AND DRDGOLD PREFERENCE SHAREHOLDERS

This form is to be used by the following persons only at the general meeting of shareholders of DRDGOLD to be held in the
boardroom, Ebsco House 4, 299 Pendoring Avenue, Blackheath, Randburg, Johannesburg, 2195, on Friday, 17 February 2006
at 10:00 (South African time) (“the general meeting”): (1) DRDGOLD ordinary shareholders on the Port Moresby and the United
Kingdom registers, (2) DRDGOLD ordinary shareholders on the South African register (this includes registered holders of
certificated shares, Central Securities Depositary Participants’ (“CSDPs”) nominee companies, and shareholders who have
dematerialised their ordinary shares and who have elected own-name registration through a CSDP), and (3) DRDGOLD
cumulative redeemable preference shareholders (collectively, “shareholders”). DRDGOLD ordinary shareholders on the
Australian register holding CHESS Depositary Interests should use the blue form attached to the notice of meeting.

DRDGOLD shareholders on the South African register who have already dematerialised their ordinary share through a CSDP or broker
and who have not selected own-name registration and DRDGOLD shareholders who hold certificated ordinary shares through a
nominee must not complete this form of proxy but must instruct their CSDP, broker or nominee to issue them with the necessary
authority to attend the general meeting of shareholders or, if they do not wish to attend the general meeting, they may provide their
CSDP, broker or nominee with their voting instructions in terms of the custody agreement entered into between them and their CSDP or
nominee.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES.

I/We (BLOCK LETTERS please)

Telephone Work (

)

Telephone Home (

)

being the holder/s or custodian/s of

DRDGOLD ordinary shares hereby appoint (see note 1 overleaf):

being the holder/s or custodian/s of

DRDGOLD cumulative redeemable preference shares hereby appoint
(see note 1 overleaf):

or failing him/her,

3. the chairman of the general meeting,

as my/our proxy to attend and speak and vote on a show of hands or on a poll for me/us and on my/our behalf at the general meeting
to be held on 17 February 2006 for the purposes of considering and, if deemed fit, passing, with or without modification, the resolution
to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against the resolution and/or abstain
from voting in respect of the DRDGOLD shares registered in my/our name as follows (see note 2 overleaf):

PART A – TO BE COMPLETED BY DRDGOLD ORDINARY SHAREHOLDERS

For

Against

Abstain

Ordinary resolution 1 to authorise the restructuring

PART B – TO BE COMPLETED BY DRDGOLD PREFERENCE SHAREHOLDERS

For

Against

Abstain

Ordinary resolution 1 to authorise the restructuring

and generally to act as my/our proxy at the said general meeting. (Tick whichever is applicable.) If no directions are given, the proxy
holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit. (See note 2 overleaf). Unless otherwise instructed,
my proxy may vote as he thinks fit.

Signed at

2006

Signature

Assisted by (where applicable)

Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder/s of DRDGOLD) to attend, speak and vote
in place of that shareholder at the general meeting.

Please read the notes on the reverse side hereof.

Notes:

A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s
choice in the space/s provided, with or without deleting “the chairman of the general meeting”, but any
such deletion must be initialled by the shareholder. The person whose name stands first on the form of
proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those
whose names follow.

A shareholder’s instruction to his proxy must be indicated in the appropriate box by inserting the number
of shares in respect of which the shareholder wishes his proxy to cast his votes.

Should there be no indication in the appropriate box as to how the shareholder wishes his votes to be
cast by his proxy then the proxy will be deemed to have been authorised to vote or abstain from voting
at the general meeting as the proxy deems fit.

A shareholder may instruct the proxy to vote in respect of less than the total number of shares held by
inserting the relevant number of shares in the appropriate box provided. A shareholder who gives no
indication as to the number of shares in respect of which the proxy is entitled vote will be deemed to
have authorised the proxy to vote or abstain from voting, as the case may be, in respect of all the
shareholder’s votes exercisable at the general meeting.

A complete form of proxy, to be effective, must reach the transfer secretaries in South Africa, the United
Kingdom or Australia at least 48 hours before the time appointed for the holding of the general meeting
(which period excludes Saturdays, Sundays and public holidays).

The completion and lodging of this form of proxy by shareholders holding share certificates, CSDPs’
nominee companies, and shareholders who have dematerialised their share certificates and who have
elected own-name registration through a CSDP, will not preclude the relevant shareholder from attending
the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed
in terms thereof. Shareholders who have dematerialised their share certificates and who have not
elected own-name registration through a CSDP and shareholders who hold certificated ordinary shares
through a nominee who wish to attend the general meeting must instruct their CSDP or broker to issue
them with the necessary authority to attend.

Documentary evidence establishing the authority of a person signing this form of proxy in a
representative or other legal capacity (such as power of attorney or other written authority) must be
attached to this form of proxy unless previously recorded by DRDGOLD.

Any alteration or correction made to this form of proxy must be initialled by the signatory/ies.

When there are joint holders of shares only one of such persons may sign this form of proxy in respect
of such shares as if such person was the sole holder, but if more than one of such joint holders submits
a form of proxy, the form of proxy, if accepted by the chairman of the general meeting, submitted by the
holder whose name appears first in the register of the company will be accepted.

10. The holder of a share warrant to bearer who wishes to attend or be represented at the general meeting

must deposit his share warrant at the bearer reception office of Capita IRG Plc, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU or must deposit his share warrant at the office of the
French agents, Euro Emetteurs Finance, 48 Boulevard des Batignolles, 75850, Paris, Cedex 17, France,
in both cases not later than 48 hours before the date appointed for the holding of the general meeting
(which period excludes Saturdays, Sundays and public holidays), and shall otherwise comply with the
“Conditions governing share warrants” currently in force. Thereupon a form of proxy or an attendance
form under which such share warrant holder may be represented at the general meeting shall be issued.

Depositary receipt holders will receive forms of proxy printed by the Depositary Bank, which should be
completed and returned in accordance with the instructions printed on the forms of proxy.

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1895/000926/06)

Nasdaq trading symbol: DROOY

ARBN number: 086 277 616

JSE share code: DRD

ISIN: ZAE 000058723

(“DRDGOLD” or “the company”)

NOTICE OF DIRECTION

Holders of CHESS Depositary Interests (“CDI’s”) should use this form to direct CHESS Depositary Nominees
Proprietary Limited (“CHESS”) how to vote on the resolutions as detailed below. The CDI Notice of Direction
gives your voting instructions to CHESS to enable them to vote the underlying shares on your behalf.

Name

Address

To: CHESS DEPOSITARY NOMINEES PROPRIETARY LIMITED

I/We being the holder of CDIs of the company direct CHESS DEPOSITARY NOMINEES Proprietary Limited
to vote for me in respect of all the CDIs held in my name at the general meeting of the company to be held
on Friday, 17 February 2006 at Ebsco House 4, 299 Pendoring Avenue, Blackheath, Randburg,
Johannesburg, Gauteng, South Africa, 2195, at 10:00 (South African time) and at any and all adjournments
of that meeting. I direct CHESS to vote as follows:

(Please indicate with an “X” or tick in the appropriate space how you wish your votes to be DRDGOLD).

For

Against

Abstain

Ordinary resolution 1 –
Authorising the restructuring

and generally to act as my/our proxy at the said general meeting of shareholders. (Tick whichever is
applicable. If no directions are given your vote will be deemed invalid.)

Signed at

2006

Signature/s

Notes:

A CDI holder should instruct CHESS how to vote by indicating with an “X” in the appropriate spaces how
the votes are to be cast.

A CDI holder may instruct CHESS to vote in respect of less than the total number of CDIs held by
inserting the relevant number of CDIs in the appropriate box provided. All the votes need not be
exercised, neither need all votes be cast in the same way, but the total of the votes cast may not exceed
the total of the votes exercisable.

Any alteration or correction made to the notice of direction must be initialled by the signatory.

Each holder must sign this form. If your CDIs are held in joint names, all holders must sign/or (depending
on the company’s constitution) any one holder may sign. If you are signing as an Attorney, then the
Power of Attorney must have been noted by the Company’s Australian Registry or a certified copy of it
must accompany this form.

To be effective, a completed CDI notice of direction must reach CHESS Depositary Nominees
Proprietary Limited, C/o Computershare Investor Services Proprietary Limited, Level 2, 45 St George’s
Terrace, Perth Western Australia, 6000 or GPO Box D182, Perth Western Australia, 6840 at least
48 hours before the time appointed for the holding of the general meeting (which period excludes
Saturdays, Sundays and public holidays).

PRINTED BY INCE (PTY) LTD