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6-K 1 drd_exhibit.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 June 2006

Commission File Number 0-28800

______________________

DRDGOLD Limited

EBSCO House 4

299 Pendoring Avenue

Blackheath

Johannesburg, 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

In this filing, the "Company" means DRDGOLD Limited and, as appropriate, its subsidiaries, associates and joint venture.
All references to “Dollars” or “$” herein are to United States Dollars, references to “Rand” or “R” are to South African Rands
and references to “A$” are to Australian Dollars.

Exhibits

99.1

DRDGOLD Limited’s unaudited condensed consolidated financial statements at December 31, 2005 and June 30, 2005

and for the six months ended December 31, 2005 and 2004, prepared in accordance with generally accepted accounting
principles in the United States of America (“US GAAP”).

99.2

DRDGOLD Limited's unaudited pro forma condensed financial information relating to the disposal of DRD (Isle
of Man) Limited and the acquisition of a further 48.8% interest in Emperor Mines Limited

Special Note Regarding Forward-Looking Statements

Some of the information in this Interim Report may contain projections or other forward looking statements regarding future
events or other future financial performance, including forward-looking statements (as that term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to the Company that are based on the beliefs of the
Company’s management, as well as assumptions made by and information currently available to the Company’s management.

When used in this report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions
are intended to identify forward-looking statements. These statements include:

• the Company’s ability to continue as a going concern;

• its ability to successfully restructure operations;

• its ability to significantly reduce its costs;

• its anticipated commitments and its ability to fund its future commitments;

Such statements are subject to risks, uncertainties and assumptions. Many factors could cause the Company’s actual results,
performance or achievements to be materially different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements, including, among others:

• adverse changes or uncertainties in general economic conditions in the markets the Company serves;

• a drop in the gold price;

• a continuing strengthening of the Rand against the Dollar;

• regulatory developments adverse to us or difficulties in maintaining necessary licenses or other governmental

approvals;

• changes in the Company’s competitive position;

• changes in business strategy;

• adverse seismic activity at its mines; and

• any major disruption in production at its key facilities or adverse changes in foreign exchange rates.

Factors that could cause or contribute to such differences are discussed in further detail in the section entitled “Risk Factors” in
Item 3D of the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2005, as filed with the Commission
on December 15, 2005. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company does not undertake any obligation to publicly update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of
unanticipated events.

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: June 8, 2006                                                                By:   /s/ John Sayers
                                                                                                         John Sayers
                                                                                                         Chief Financial Officer

F-1

Exhibit 99.1

Index to Financial Statements

Page

Condensed Consolidated Statements of Operations for the six months ended
December 31, 2005 and 2004 (Unaudited)

F-2

Condensed Consolidated Balance Sheets at
December 31, 2005 and June 30, 2005 (Unaudited)

F-3

Condensed Consolidated Statement of Stockholders' Equity for the six months ended
December 31, 2005 (Unaudited)

F-4

Condensed Consolidated Statements of Cash Flows for the six months ended
December 31, 2005 and 2004 (Unaudited)

F-5

Notes to the Condensed Consolidated Financial Statements (Unaudited)

F-6 to F-13

F-2

DRDGOLD Limited
Condensed Consolidated Statements of Operations
for the six months ended December 31, 2005 and 2004 (Unaudited)

Note

2005

$’000

2004

$’000

Revenues

Product

sales

95,638 92,931

Costs and expenses

(80,093) (72,451)

Production

costs

(80,752) (73,714)

Movement in gold in process

1,852

833

Movement in rehabilitation provision, reclamation and closure costs

(1,193)

430

Other operating expenses

Depreciation and amortization

(11,092) (10,839)

Employee termination costs

(150)

(3,303)

Impairment of assets

(4,424)

Management and consulting fees

(3,164)

(2,288)

Profit on derivative instruments

1,449

2,325

Selling, administration and general charges

(7,319) (9,177)

(Including stock based compensation costs of $1,043,000
(December 31, 2004: $571,000))

Net operating loss

(9,155) (2,802)

Non-operating income

Interest and dividends

1,115

300

Unrealized foreign exchange gains

5,135

3,043

Profit on sale of other assets and equity investments

299

860

Finance costs

Interest

expense

(6,090) (4,402)

Loss from continuing operations before tax and other items

(8,696) (3,001)

Income and mining tax expense

(116)

(7,519)

Equity in loss from associates

(12,213)

(2,400)

Loss from continuing operations after tax

(21,025) (12,920)

Minority interest

186

(9)

Net loss from continuing operations applicable to common stockholders

(20,839) (12,929)

Loss from discontinued operations, net of taxes

(957)

(48,881)

Net loss applicable to common stockholders

(21,796) (61,810)

Basic and diluted loss per share from continuing operations (cents) 5

(7)

(5)

Loss from discontinued operations (cents)

5 -

(20)

Basic and diluted loss per share (cents)

5 (7)

(25)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-3

DRDGOLD Limited

Condensed Consolidated Balance Sheets
at December 31, 2005 and June 30, 2005 (Unaudited)

Note

December 31,

2005

$’000

June 30,

2005

$’000

ASSETS

Current assets

54,470

61,355

Cash and cash equivalents

21,721

36,085

Receivables

11,193

8,020

Inventories 7

21,556

15,455

Deferred income and mining tax

1,795

Mining assets

160,985

122,170

Other non-current assets

57,336

54,732

Investment in associates

9,923

15,442

Non-current inventories

32,591

32,103

Other equity investments

6,130

771

Amounts contributed to environmental trust funds

8,692

6,416

Total assets

272,791

238,257

LIABILITES AND STOCKHOLDERS' EQUITY

Current liabilities

132,617

49,758

Bank overdraft

2,519

1,370

Accounts payable and accrued liabilities

50,199

33,317

Short-term portion of long-term loans

73,403

9,678

Income and mining taxes payable

6,496

5,393

Non-current liabilities

63,574

108,572

Long-term loans

4,717

69,314

Deferred income and mining tax

12,030

16,112

Derivative instruments

1,174

550

Provision for environmental rehabilitation, reclamation and closure costs

45,653

22,596

Total liabilities

196,191 158,330

Minority interest

4,491 874

Stockholders' equity

72,109

79,053

Authorized

600,000,000 (June 30, 2005: 600,000,000) ordinary no par value shares

5,000,000 (June 30, 2005: 5,000,000) cumulative preference shares

Issued

308,086,126 (June 30, 2005: 296,206,048) ordinary no par value shares

577,057

563,045

5,000,000 (June 30, 2005: 5,000,000) cumulative preference shares

107

Additional paid in capital

42,650

39,732

Unearned stock compensation

(2,330)

(338)

Accumulated deficit

(500,302)

(478,506)

Accumulated other comprehensive loss

(45,073)

(44,987)

Total liabilities and stockholders' equity

272,791

238,257

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-4

DRDGOLD Limited

Condensed Consolidated Statement of Stockholders' Equity

for the six months ended December 31, 2005 (Unaudited)

Number of

Common

Number of

preferred

Stated

capital and

premium

$'000

Preferred

stock

$'000

Additional

paid-in

capital

$'000

Unearned

stock-based

compensation

$'000

Accumulated

deficit

$'000

Accumulated

other

comprehensive

loss

$'000

Total

Stockholders'

equity

$'000

Balance June 30, 2005 296,206,048

5,000,000

563,045

107

39,732

(338)

(478,506)

(44,987)

79,053

Share options exercised

186,690

157

Issue of shares for cash

11,693,388

14,385

Share issue expenses

(530)

Net loss for the period

(21,796)

Unearned stock-based compensation

2,918

(2,918)

Amortization of stock-based

compensation

1,043

Foreign currency translation adjustments

(117)

(86)

(203)

Balance December 31, 2005

308,086,126 5,000,000

577,057

107

42,650

(2,330)

(500,302)

(45,073)

72,109

Analysis of accumulated other
comprehensive loss:

June 30,

2005

$'000

December 31,

2005

$'000

Foreign currency translation adjustments

(44,987)

(45,073)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-5

DRDGOLD Limited
Condensed Consolidated Statements of Cash Flows
for the six months ended December 31, 2005 and 2004 (Unaudited)

2005

$'000

2004

$'000

Net cash generated by/(utilized in) operating activities

1,688 (11,669)

Net loss applicable to common stockholders

(21,796)

(61,810)

Reconciliation to net cash provided by operations:

Net increase in provision for rehabilitation

1,193

253

Depreciation and amortization

11,092

11,781

Impairment of assets

4,424 38,333

Profit on sale of other assets and listed investments

(299)

(1,122)

Stock based compensation expense

1,043

571

Equity in loss from associates

12,213

2,400

Deferred tax provision

(2,959)

1,627

Unrealized profits on derivative instruments

(1,449)

(2,325)

Unrealized foreign exchange gains

(5,925)

(3,043)

Minority interest in (loss)/profit of subsidiary

(186)

Effect of changes in working capital items

4,337

1,657

Net cash utilized in investing activities (14,872)

(20,006)

Proceeds on sale of other assets and equity investments

612

1,122

Additions to mining assets

(17,508)

(13,131)

Proceeds on disposal of mining assets

593

Cash received on disposal of interest in subsidiary

2,021

Investment in associate

- (8,590)

Net cash (utilized in)/generated by financing activities (3,103)

32,067

Proceeds from issue of shares

14,542

28,350

Share issue expenses

(530) (1,932)

Increase/(decrease) in bank overdraft

1,149

(57)

Long-term loans received

14,480

7,391

Long-term loans repaid

(32,744)

(1,685)

Net (decrease)/increase in cash and cash equivalents

(16,287)

392

Effect of exchange rate changes on cash and cash equivalents

1,923

2,394

Cash and cash equivalents at beginning of the period

36,085

22,453

Cash and cash equivalents at end of the period 21,721

25,239

Income taxes paid

1,589 6,778

Interest paid

3,564 2,762

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-6

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Basis of presentation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its
subsidiaries and investment in associate and the proportionate share of the accounts of the joint venture. All inter-
company accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with
U.S. Securities and Exchange Commission, or SEC, requirements and in accordance with these requirements, the
Company does not include all the information and notes required by generally accepted accounting principles for
complete financial statements. As a result, these unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto filed with the Company's annual report on
Form 20-F for the year ended June 30, 2005 (the “2005 Annual Report”), as filed with the Commission on December 15,
2005. In the opinion of management all adjustments, consisting only of normal recurring accruals, considered necessary
for a fair presentation of the financial position of the Company and the results of its operations, have been included.

Operating results for the interim periods are not necessarily indicative of the results of operations for the complete fiscal
year.

For a more complete understanding of the Company’s operations and financial position, reference is made to the
consolidated financial statements of the Company, and related notes thereto, filed with the 2005 Annual Report.

Certain comparative figures for the 2005 interim period have been reclassified to conform to the 2006 interim period
presentation.

2. Change in accounting for share based payments

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, or SFAS No. 123R.
SFAS No. 123R is a revision of SFAS No. 123 and it supersedes Accounting Principles Board Opinion, or APB, No. 25,

Accounting for Stock Issued to Employees and related Interpretations. SFAS No. 123R requires compensation costs
related to share-based payments transactions to be recognized in the financial statements (pro forma disclosure is no
longer an alternative to financial statement recognition). That cost is measured based on the fair value of the award on the
grant date and recognized as an expense over the requisite service or vesting period. In the 2005 interim period, the
Company used the intrinsic value method of accounting for its stock option plans as defined in APB No. 25.
SFAS No. 123R is effective for the first annual period beginning after July 15, 2005, and allows two different methods of
transition, being “Modified Prospective Application” and “Modified Retrospective Application”. The Company has
adopted the new standard as of July 1, 2005 using the “Modified Prospective Application”, prior period’s financial
statements have not been restated. The adoption of this standard has not had a material impact on the Company’s
financial statements.

3. Recent pronouncements

As described in the preceding paragraph the Company has adopted SFAS No. 123R with effect from July 1, 2005.

The Company is not aware of any recent pronouncements that will have a material impact on its financial statements.

F-7

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

4. Recent developments

Simmer and Jack Mines Limited’s acquisition of Buffelsfontein Gold Mines Limited
On October 6, 2005, the Company concluded an agreement with Simmer and Jack Mines Limited, or Simmer and
Jack, for the sale of its shareholding in Buffelsfontein Gold Mines Limited, or Buffelsfontein (in provisional
liquidation). The agreement was conditional upon:

• the acceptance by the High Court of South Africa and the majority of Buffelsfontein’s creditors of a scheme

of arrangement proposed by Simmer and Jack;

• approval by the Competition Commission; and

• the Department of Water Affairs and Forestry agreeing to substitute the Company with Simmer and Jack in

the underground water pumping directives that currently regulate the proportionate contribution of the
surrounding mines to the costs and maintenance of pumping.

Buffelsfontein, known as the Company’s North West Operations, or NWO, was placed in provisional liquidation on
March 22, 2005, following continued financial losses and a massive earthquake on March 9, 2005, which caused
irreparable damage to No. 5 Shaft.

Simmer and Jack’s scheme of arrangement involved the payment of R45.0 million ($6.7 million) to the provisional
liquidators and the fresh appointment of employees without assumption of any accumulated pre-liquidation employee
benefits.

Simmer and Jack currently manages NWO, pays its holding costs in terms of an interim agreement with the
provisional liquidators and conducts mining operations. It may offset up to R20.0 million ($3.0 million) of its
contribution to holding costs against the payment to the provisional liquidators of R45.0 million ($6.7 million).

In exchange for the transfer of its holding in Buffelsfontein, Simmer and Jack paid the Company one Rand, and
indemnified the Company against any liabilities or obligations which could arise against it in connection with the
environmental rehabilitation of Buffelsfontein, as well as the management and pumping of underground water.
Simmer and Jack has the benefit, however, of drawing down against the rehabilitation trust fund which was
transferred to the Department of Minerals and Energy upon the provisional liquidation of Buffelsfontein.

The Company remains committed to the R9.0 million ($1.3 million) social fund established to help any NWO
employees who were retrenched as a result of the liquidation and had made a provision for this amount at
June 30, 2005. In total, the Company has paid an amount of R51.5 million ($8.3 million), post-liquidation to assist the
NWO’s liquidators, most of which was used to pay workers’ wages. The Company remains Buffelsfontein’s largest
creditor with approximately R1 billion ($149.6 million) owing.

The provisional liquidators of Buffelsfontein are pursuing a valid, but as yet unquantified insurance claim for damage
and losses incurred in the March 2005 earthquake. The proceeds of this claim are not included in the scheme proposed
by Simmer and Jack.

On October 21, 2005, the scheme of arrangement for the acquisition of Buffelsfontein proposed by Simmer and Jack and
accepted by the majority of Buffelsfontein creditors, including the Company, was approved and sanctioned by the High
Court of South Africa. Buffelsfontein applied to the High Court for the lifting of its provisional liquidation, which was
granted on November 1, 2005.

F-8

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

4. Recent developments (continued)

Black Economic Empowerment, or BEE, transaction with Khumo Bathong Holdings (Pty) Limited, or KBH
On July 6, 2005, the Company signed a Memorandum of Understanding with its black economic empowerment partner,
KBH, regarding the acquisition by KBH of a 15% stake in the Company’s South African Operations.

In addition, on July 20, 2005, the Company acquired, from the Industrial Development Corporation, all of its Crown
and ERPM debt through the issue of 4,451,219 of its shares, which at the date of issue represented $4.4 million (R28.9
million).

On October 27, 2005, the Company’s board of directors approved the black economic empowerment transaction. The
transaction has been facilitated by the Industrial Development Corporation, which agreed to a debt restructuring in
Crown.

The new structure resulted in Khumo Gold SPV (Pty) Limited, or Khumo Gold, which is an affiliate of KBH acquiring,
as a first step, a 15% interest in a newly created company, DRDGOLD South African Operations (Pty) Limited, or
DRDGOLD SA, which acquired 100% of ERPM, Crown and Blyvoor. The Company has retained an 85% interest in
DRDGOLD SA.

In the second step, Khumo Gold has been granted an option, exercisable over the next three years, to acquire a further
11% interest in DRDGOLD SA for the payment consideration of $1.4 million (R9.3 million). This further equity tranche
will include a 6% stake to be placed in a new, proposed Employee Trust.

The Company subscribed for $4.8 million (R31.8 million) new Khumo Gold preference shares. The proceeds from these
preference shares were used by Khumo Gold to settle an existing loan to KBH of $1.2 million (R7.9 million), subscribe
for $0.6 million (R4.1 million) new preference shares in ERPM, subscribe for $0.4 million (R2.7 million) new preference
shares in Crown, subscribe for $0.6 million (R3.9 million) new preference shares in Blyvoor and subscribe for an initial
15% of the issued ordinary shares in DRDGOLD SA for $2.0 million (R13.2 million).

Consolidation of the Company’s offshore operations into Emperor Mines Limited
On November 16, 2005, the Company concluded a sale and purchase agreement with Emperor, in terms of which
Emperor would acquire the Company’s wholly owned subsidiary, DRD (Isle of Man) Limited, or DRD (Isle of Man),
which in turn holds the Company’s Papua New Guinea assets, comprising a 20% interest in the Porgera Joint Venture,
a 100% interest in Tolukuma Gold Mines Limited and all of our exploration tenements in Papua New Guinea.

Implementation of the transaction required the restructuring of the Company’s offshore operations, whereby
DRD (Isle of Man) transferred the following material assets to the Company’s new wholly-owned subsidiary
DRDGOLD (Offshore) Limited, or DRD (Offshore), on January 1, 2006:

• the Company’s 39.5% (previously 45.3%) interest in Emperor;

• the Company’s 50.2% interest in Net-Gold Services Limited

• the rights and obligations of a A$10.0 million ($7.6 million) convertible loan facility which DRD (Isle of

Man) had advanced to Emperor, in terms of which the Company can elect to convert such debt facility
into additional Emperor shares at A$0.30 ($0.23) per Emperor share.

On March 31, 2006, the Company sold DRD (Isle of Man) to DRD (Offshore).

F-9

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

4. Recent developments (continued)

On April 6, 2006, DRD (Offshore) sold DRD (Isle of Man) to Emperor. The purchase consideration of $237.3 million
was subject to certain completion adjustments to reflect the change in the capital position of both Emperor and
DRD (Isle of Man) between October 1, 2005, which was the effective date, and completion of the transaction on April
6, 2006. The purchase consideration was settled by the issue of 751,879,699 new Emperor shares at 0.266 cents per
share (valued at $200.0 million) to DRD (Offshore) and the remaining portion in cash. After the issue of the new
Emperor shares the Company held 88.3% of Emperor.

5. Loss per share

Loss per share is calculated based on the loss divided by the weighted average number of shares in issue during the
period. Fully diluted loss per share is based upon the inclusion of potential common shares with a dilutive effect on
loss per share.

The basic loss per share for the six months ended December 31, 2005 is based on a basic loss applicable to common
stockholders of $21.8 million and a weighted average number of outstanding ordinary shares of 303,215,809. The
basic loss per share for the six months ended December 31, 2004 is based on a basic loss applicable to common
stockholders of $61.8 million and a weighted average number of outstanding ordinary shares of 246,924,284.

There is no dilution in loss per share for the periods ended December 31, 2005 and 2004, as the Company recorded a
loss for these periods and the effect of dilutive securities in issue would have been anti-dilutive.

6. Impairment of assets

Period ended

December 30,

2005

$'000

Period ended

December 30,

2004

$'000

Loans to subsidiaries

4,424

On July 20, 2005, the Company acquired, from the Industrial Development Corporation, all of its Crown and ERPM
debt through the issue of 4,451,219 of our shares, which at the date of issue represented $4.4 million (R28.9 million).
These loans were subsequently impaired.

7. Inventories

December

2005

$'000

June

2005

$'000

Current assets

Gold-in-progress

5,529 4,174

Supplies

16,027 11,281

21,556 15,455

Non-current assets

Ore stockpiles

32,591 32,103

F-10

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

8. Commitments and contingent liabilities

December

2005

$'000

June

2005

$'000

Capital expenditure commitments:

Contracted but not provided for in the financial statements

245

274

Authorized by the directors but not contracted for

3,002

3,393

3,247 3,667

Litigation

Securities class action
On June 13, 2005, a securities class action was filed in the United States District Court for the Southern District of
New York against the Company and two of its officers. Since then, four nearly identical securities class action
complaints have been filed against the Company and the same officers. The cases have been consolidated in the
Southern District of New York. The Court appointed Lerach Coughlin Stoia Geller Rudman & Robbins as Lead
Counsel. On February 27, 2006 the Lead Plaintiffs filed their consolidated amended class action complaint. On
May 30, 2006 the Company filed a motion to dismiss the complaint. The Lead Plaintiffs must file their opposition to
this motion by July 28, 2006 and the Company will have until August 28, 2006 to file replying papers. The motion to
dismiss seeks to convince the Court that the complaint is baseless. If the motion to dismiss is refused by the Court, the
parties will then proceed with the normal exchange of pleadings in preparation for the main case. The Company will
then file its defence.

The actions are allegedly filed on behalf of purchasers of the Company’s shares during two purported class periods
spanning from October 23, 2003 to February 25, 2005. The complaints allege generally that the Company and the
individual defendants made false and misleading public statements regarding, among other things:

• the Company’s restructuring of its North West Operations in South Africa;

• the Company’s ability to reduce the negative impact of the increasing value of the South African Rand; and

• the strength of the Company’s balance sheet.

Based on the Company’s review of the complaints, management believes the lawsuits are without merit and intends to
vigorously defend the Company and its officers named in the complaints. The Company is not currently in a position
to estimate the extent of any losses that may result from the securities class action.

Tax on earnings of Company officers
The South African Revenue Services, or SARS, conducted a payroll audit on the Company’s payroll during 2002. At
the time the Company, acting on professional advice, did not deduct tax from some of the earnings of certain of its
officers, who were provisional tax payers. SARS took the view that the Company was in fact obliged to have made
these deductions and called for a full disclosure of all payments for the tax years 1999, 2000, 2001, 2002 and 2003 in
respect of the earnings of Mr. R.A.R. Kebble and Mr. M.J. Prinsloo.

If it is established that these officers had failed to declare and pay taxes on their earnings during these tax years,
SARS may have recourse for arrear taxes against the Company in terms of Section 5(2) of the South African Income
Tax Act, 1962 as amended. Whilst the Company is aware that its possible exposure could be up to R25.0 million
($3.9 million), it is, in view of the fact that the tax records of the aforementioned individuals are protected by statutory
confidence, not yet possible to determine the full extent of the exposure, if any, that the Company faces. Whilst the
Company is aware that SARS have engaged the aforementioned individuals personally, to date no tax assessments
have been made against the Company.

F-11

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

9. Geographic and segment information

Based on risks and returns, the Directors consider that the primary reporting format is by business segment. The Group operates in one industry segment, being the extraction and production of gold and related by-products. Therefore the disclosures for the primary segment have already been given in these condensed consolidated financial statements.

The chief operating decision-maker is the Board of Directors, who evaluate the business based on the following geographical operational segments, based on revenue generated from the location of the seller:

As at and for the six months ended December 31, 2005

$'000

Blyvoor

Mine

$'000

Crown

Mine

$'000

ERPM

Mine

$'000

Other

$'000

South African

operations

$'000

Tolukuma

Mine

$’000

Porgera

$’000

Other

$’000

Australasian

operations

$’000

Total

operations

$’000

Discontinued

operations

$'000

Total continuing

operations

Revenues

38,264 4,504 3,908

46,676 13,258 35,704

- 48,962 95,638

95,638

Depreciation and amortization

(1,586) (227) (475) (99) (2,387)

(1,897)

(5,819) (989) (8,705)

(11,092)

Production costs

(35,631) (3,729) (4,619) (1,048)

(45,027) (14,016) (21,709)

- (35,725) (80,752)

(80,752)

Results

Net operating profit/(loss)

(696)

217

(1,253)

(6,152)

(7,884)

(3,199)

5,863

(3,935)

(1,271)

(9,155)

Profit/(loss) after tax

(692)

158

(1,266)

(7,682)

(9,482)

(2,404)

4,476 (14,572)

(12,500) (21,982)

957

(21,025)

Balance Sheet

Mining assets

50,945

11,416

17,609

2,467

82,437

9,590

70,877

(1,919)

78,548

160,985

Total

assets

59,713 18,720 22,916 17,269 118,618 18,799 120,288 15,086 154,173 272,791

Net current assets/(liabilities) (9,414)

(1,872)

(4,577)

(66,036) (81,899) 3,155 138 459 3,752 (78,147)

Other information

Capital expenditures

4,192

472

216

147

5,027

3,625

8,755

101

12,481

17,508

Impairment of assets

4,424 4,424 - - -

4,424

F-12

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

9. Geographic and segment information (continued)

For the six months ended December 31, 2004

$'000

Blyvoor

Mine

$'000

North West

Mine

$'000

Other

$'000

South African

operations

$'000

Tolukuma

Mine

$’000

Porgera

$’000

Other

$’000

Australasian

operations

$’000

Total

operations

$’000

Discontinued

operations

$'000

Total continuing

operations

Revenues

33,521 63,502

- 97,023 16,154 43,256

- 59,410

156,433 (63,502)

92,931

Depreciation and amortization

(1,361) (942)

(1,271) (3,574)

(1,467)

(6,740)

- (8,207)

(11,781)

942 (10,839)

Production costs

(40,490) (70,721) (1,348) (112,559) (13,213) (18,525)

(138) (31,876) (144,435)

70,721

(73,714)

Results

Net operating profit/(loss)

(10,414)

(49,137) (10,734)

(70,285)

1,031

17,434

(119)

18,346

(51,939)

49,137

(2,802)

Profit/(loss) after tax

(11,089)

(48,881) (6,350)

(66,320)

806

9,594

(5,881)

4,519

(61,801)

48,881

(12,920)

Other information

Capital expenditures

369

3,528

3,916

2,316

6,899

9,215

13,131

(3,528)

9,606

Impairment of assets

38,333

(38,333)

Balance Sheet at June 30, 2005

Mining assets

46,112

1,536

47,648

7,344

66,238

940

74,522

122,170

Total assets

54,665

22,498

77,163

17,259

117,788

26,047

161,094

238,257

Net current assets/(liabilities)

(6,715)

- (6,662) (53)

6,371

(1,262) 6,541 11,650 11,597

F-13

DRDGOLD Limited
Notes to the Condensed Consolidated Financial Statements (Unaudited)

10. Subsequent events

Placement of shares by Emperor
Emperor, a company registered in Australia and listed on the Australian Stock Exchange, or the ASX, in which the
Company holds an effective 88.3% interest through its wholly owned subsidiary DRD (Offshore) Limited, or DRD
(Offshore), a company registered in the Isle of Man, has entered into various agreements in terms of which it will raise
A$40.0 million ($30.8 million), before costs, via the placement of 100 million shares at 40 Australian cents per share
(“the placement”).

The placement has been structured as follows:

• Tranche 1 comprises 97.6 million shares placed with international and domestic institutional investors and is

effective on June 2, 2006; and

• Tranche 2 comprises 2.4 million shares to be placed with directors of Emperor, subject to shareholder approval,

which approval will be sought in a meeting of Emperor’s shareholders to be convened in early July 2006.

The board of Emperor has elected to undertake the placement within Emperor’s 15% limit in accordance with the ASX
Listings Rules. All of the shares to be issued under the placement will rank pari passu with existing ordinary shares.

The placement of the 100 million shares, subject to necessary shareholder approvals in respect of Tranche 2, will have
the effect of diluting DRD (Offshore)’s holding in Emperor from 88.3% to 79.7%.

Exhibit 99.2

DRDGOLD Limited's unaudited pro forma condensed financial information relating to the disposal of DRD (Isle of
Man) Limited and the acquisition of a further 48.8% interest in Emperor Mines Limited

On November 16, 2005, the Company concluded a sale and purchase agreement with Emperor, in terms of which
Emperor would acquire the Company’s wholly owned subsidiary, DRD (Isle of Man) Limited, or DRD (Isle of Man),
which in turn holds the Company’s Papua New Guinea assets, comprising a 20% interest in the Porgera Joint Venture, a
100% interest in Tolukuma Gold Mines Limited and all of the Company’s exploration tenements in Papua New Guinea.

Implementation of the transaction first required the restructuring of the Company’s offshore operations, whereby
DRD (Isle of Man) transferred the following material assets to the Company’s new wholly-owned subsidiary DRDGOLD
(Offshore) Limited, or DRD (Offshore), on January 1, 2006:

• the Company’s 39.5% (previously 45.3%) interest in Emperor;

• the Company’s 50.2% interest in Net-Gold Services Limited

• the rights and obligations of a A$10.0 million ($7.6 million) convertible loan facility which DRD (Isle of

Man) had advanced to Emperor, in terms of which the Company can elect to convert such debt facility into
additional Emperor shares at A$0.30 ($0.23) per Emperor share.

On March 31, 2006, the Company sold DRD (Isle of Man) to DRD (Offshore).

On April 6, 2006, DRD (Offshore) sold DRD (Isle of Man) to Emperor. The purchase consideration of $237.3 million was
subject to certain completion adjustments to reflect the change in the capital position of both Emperor and DRD (Isle of
Man) between October 1, 2005, which was the effective date, and completion of the transaction on April 6, 2006. The
purchase consideration was settled by the issue of 751,879,699 new Emperor shares at 0.266 cents per share (valued at
$200.0 million) to DRD (Offshore) and the remaining portion in cash. After the issue of the new Emperor shares the
Company held 88.3% of Emperor.

The following unaudited pro forma condensed financial information reflects the operations of the Company after the
disposition of DRD (Isle of Man) Limited, or DRD (Isle of Man), a wholly-owned subsidiary of the Company and the
acquisition of a further 48.8% interest in Emperor Mines Limited, or Emperor. A Pro Forma Condensed Consolidated
Balance Sheet at June 30, 2005 and Pro Forma Condensed Consolidated Statements of Operations for the year ended June
30, 2005 and the six months ended December 31, 2005 are presented below. The Pro Forma Condensed Consolidated
Balance Sheet includes pro forma adjustments for the disposition of DRD (Isle of Man) and the acquisition of a further
48.8% interest in Emperor, assuming the transaction occurred at June 30, 2005. The Pro Forma Condensed Consolidated
Statements of Operations include pro forma adjustments for the disposition of DRD (Isle of Man) and the acquisition of a
further 48.8% interest in Emperor, assuming the transaction occurred at the beginning of the periods presented. A profit on
disposition of DRD (Isle of Man) is not included in the Pro Forma Condensed Consolidated Statements of Operations, as
this profit will be included in the Company’s earnings in the period in which the transaction was completed.

DRDGOLD Limited

Pro Forma Condensed Consolidated Balance Sheet at June 30, 2005 (Unaudited)

DRDGOLD

Limited

(as reported)

Pro forma

adjustments

for the

disposition

of DRD

(IOM)

Pro forma

adjustments for

the acquisition

of Emperor

Pro forma

continuing

operations

$ 000

ASSETS

Current assets

61,355 2,164 46,912

110,431

Cash and cash equivalents

36,085

19,840

20,335

76,260

Receivables

8,020

(3,350)

6,425

11,095

Inventories

15,455

(13,440)

19,089

21,104

Deferred income and mining tax

1,795

(886)

1,063

1,972

Mining assets

122,170 (73,582) 313,334 361,922

Investment in associates

15,442

200,000

(215,442)

Non-current inventories

32,103

(32,103)

32,210

Non-current assets

7,187

3,064

10,251

Total assets

238,257 96,479 180,078 514,814

LIABILITES & STOCKHOLDERS' EQUITY

Current liabilities

49,758 (34,946)

61,444 76,256

Bank overdraft

1,370

(689)

689

1,370

Accounts payable and accrued liabilities

33,317

(24,240)

38,149

47,226

Short-term portion of long-term loans

9,678

(4,502)

16,936

22,112

Income and mining taxes payable

5,393

(5,515)

5,670

5,548

Non-current liabilities

108,572 130,326

67,222 145,078

Long-term loans

69,314

(5,518)

36,015

99,811

Deferred income and mining tax

16,112

(15,203)

15,203

16,112

Derivative instruments

550

- 3,574 4,124

Provision for environmental rehabilitation, reclamation and
closure costsclosure costs

22,596

(9,995)

12,430

25,031

Total liabilities

1,038

(65,662)

128,666

221,334

Minority interest

874 - 29,975 30,849

Stockholders' equity

79,053 162,141

21,437 262,631

Total liabilities & stockholders' equity

238,257 96,479 180,078 514,814

DRDGOLD Limited

Pro Forma Condensed Consolidated Statement of Operations for the year ended June 30, 2005 (Unaudited)

DRDGOLD

Limited

(as reported)

Pro forma

adjustments

for the

disposition of

DRD (IOM)

Pro forma

adjustments

for the

acquisition of

Emperor

Pro forma

continuing

operations

$ 000

Revenues

Product sales

183,609

49,944

233,553

Costs and expenses

(137,540) -

(52,144)

(189,684)

Production costs

(136,520)

(48,809)

(185,329)

Movement in gold in process

1,717

(3,233)

(1,516)

Movement in rehabilitation provision, reclamation and

(2,737)

(102)

(2,839)

Other operating expenses

Depreciation and amortization

(13,797)

(8,112)

(21,909)

Employee termination costs

(4,201)

(346)

(4,547)

Impairment of assets

(664)

Management and consulting fees

(6,651)

Loss on derivative instruments

3,616

2,075

5,691

Loss on sale of mining assets

(35)

(33)

Selling, administration and general charges

(17,777) -

(4,250)

(22,027)

Net operating profit/(loss)

6,597 -

(12,868)

(6,271)

Non-operating income

Interest and dividends

2,363

327

2,690

Unrealized foreign exchange gains

(9,277)

1,698

(7,579)

Profit on sale of other assets and listed investments

527

Finance costs

Interest expense

(11,365)

(848)

(12,213)

Loss from continuing operations before tax and other items

(11,155) -

(11,691)

(22,846)

Income and mining tax expenseIncome and mining tax expense

(5,762)

(187)

(5,949)

Equity in loss from associatesEquity in loss from associates

(20,511)

20,511

(Loss)/profit from continuing operations after tax

(37,428) -

8,633

(28,795)

Minority interest

(2)

(103)

1,394

1,289

Net (loss)/profit from continuing operations applicable to
common stockholders

(37,430) (103) 10,027

(27,506)

Loss from discontinued operations, net of taxes

(44,359) - -

(44,359)

Net (loss)/profit applicable to common stockholders

(81,789) (103) 10,027

(71,865)

Basic and diluted loss per share from continuing operations
(cents)operationscents)

(15)

(11)

Loss from discontinued operations (cents)

(17)

Basic and diluted loss per share (cents)

(32)

(28)

Weighted average number of shares

257,695,796

DRDGOLD Limited

Pro Forma Condensed Consolidated Statement of Operations for the six months ended December 31, 2005 (Unaudited)

DRDGOLD

Limited

(as reported)

Pro forma

adjustments

for the

disposition of

DRD (IOM)

Pro forma

adjustments

for the

acquisition of

Emperor

Pro forma

continuing

operations

$ 000

Revenues

Product sales

95,638

19,384

115,022

Costs and expenses

(80,093) -

(23,881)

(103,974)

Production costs

(80,752)

(24,164)

(104,916)

Movement in gold in process

1,852

314

2,166

Movement in rehabilitation provision, reclamation and

(1,193)

(31)

(1,224)

Other operating expenses

Depreciation and amortization

(11,092)

(3,227)

(14,319)

Employee termination costs

(150)

Impairment of assets

(4,424)

Management and consulting fees

(3,164)

Loss on derivative instruments

1,449

(17,181)

(15,732)

Loss on sale of mining assets

Selling, administration and general charges

(7,319) -

(1,279)

(8,598)

Net operating loss

(9,155) -

(26,184)

(35,339)

Non-operating income

Interest and dividends

1,115

1,180

Unrealized foreign exchange gains

5,135

(178)

4,957

Profit on sale of other assets and listed investments

299

Finance costs

Interest expense

(6,090)

(705)

(6,795)

Loss from continuing operations before tax and other items

(8,696) -

(27,002) (35,698)

Income and mining tax expenseIncome and mining tax expense

(116)

(398)

(514)

Equity in loss from associatesEquity in loss from associates

(12,213)

12,213

Loss from continuing operations after tax

(21,025) -

(15,187)

(36,212)

Minority interest

186

187

3,215

3,588

Net loss from continuing operations applicable to common

(20,839) 187

(11,972)

(32,624)

Loss from discontinued operations, net of taxes

(957) - -

(957)

Net loss applicable to common stockholders

(21,796) 187

(11,972)

(33,581)

Basic and diluted loss per share from continuing operations
(cents)operationscents)

(7)

(11)

Loss from discontinued operations (cents)

- -

Basic and diluted loss per share (cents)

(7)

(11)

Weighted average number of shares

303,215,809