Memorandum of Agreement

EXHIBIT 4.84

Memorandum of Agreement

Made and entered into between:-

DRDGOLD LIMITED

(

Reg No 1901/000926/06)

(a company duly incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Xxxxxx Xxxxxxxxx, he being duly authorised hereto
under and by virtue of a resolution of the board of directors of the company passed at
Johannesburg on the day 31 of August 2005, and a certified copy whereof is annexed hereto

marked "A");

of the one part;

and

SIMMER & XXXX XXXXX LIMITED

(Reg No 1924/007778/06)

(a company duly incorporated in accordance with the company laws of the Republic of South

Africa with limited liability, herein represented by Xxxxx Kebble, in his capacity as a director

thereof, he being duly authorised hereto under and by virtue of a resolution of the board of

directors of the company passed at Johannesburg on the 31

day of August 2005, and a certified

copy whereof is annexed hereto marked ‘B’).

and

jointly of the other part

1.1

In the AGREEMENT, unless inconsistent with the context, the following terms

Page 2

SIMMER & XXXX INVESTMENTS (PROPRIETARY) LIMITED

(Reg No 1981/002168/07)

(a company duly incorporated in accordance with the company laws of the Republic of South

Africa with limited liability, herein represented by Xxxxxx Xxxxxxx Xxxxxx, in his capacity as a

director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of

directors of the company passed at Johannesburg on the 31

day of August 2005, and a certified

copy whereof is annexed hereto marked"C")

Definitions

and/or expressions shall have the separate meanings assigned to them

hereunder and for purposes of convenience the said definitions are reflected

throughout the AGREEMENT in capitals:-

1.1.1

1.1.2

1.1.3

Page 3

"AGREEMENT"

shall mean this agreement between the

PARTIES and shall be deemed to

include all annexes thereto which shall

be initialed or signed, as the case may

be, by the PARTIES for purposes of

identification;

ANGLOGOLD

shall mean Anglogold Xxxxxxx Limited

and shall be deemed to include its

subsidiary and associate companies

and its/their respective successors in

title or assigns;

ANGLOGOLD

APPLICATION"

shall mean the motion court

proceedings instituted in the COURT

under case No 7655/05 by

ANGLOGOLD as applicant and DRD

BUFFELSFONTEIN, STILFONTEIN,

HARMONY, The Minister of Minerals

and Energy, The Minister of Water

Affairs and Forestry, The Minister of

Environmental Affairs and Tourism and

HARTEBEESTFONTEIN as the First to

Eighth Respondents inclusive, in

connection with the relief sought for the

continued

pumping and extraction of

1.1.4

1.1.5

ATTORNEYS

BUFFELSFONTEIN

Page 4

underground

water in the mines therein

referred to, and a copy of which Notice

of Motion is annexed hereto marked “D”,

shall mean Levy, Feinsteins &

Associates Incorporated, practicing

under the style of "Feinsteins", of

Johannesburg;

shall mean Buffelsfontein Gold Mines

Limited (Reg No 1995/010072/06) (in

provisional liquidation) (and shall be

deemed to include its successors in

title), the authorised share capital

whereof is R200 000,00 (two hundred

thousand rand) divided into 20 000 000

(twenty million) ordinary par value

shares of R0,01 (one cent) each and

the issued share capital whereof is

R130004,60 (one hundred and thirty

thousand and four rand sixty cents)

divided into 13000460 (thirteen million

and four hundred and sixty) ordinary par

value shares of R 0,01 (one cent) each,

the registered and beneficial owner

1.1.6

Page 5

whereof is DRD;

CLAIMS

shall mean all or any claims of

whatsoever nature or howsoever arising

against DRD at any time after the

CLOSING DATE (save in the case of

the DWAF DIRECTIVES which shall

apply to any claims after the earlier of

31 October 2005 or the CLOSING

DATE) by one, more or all of the

following, namely:-

1.1.6.1

ANGLOGOLD

;

1.1.6.2

BUFFELSFONTEIN

;

1.1.6.3

HARMONY

;

1.1.6.4

HARTEBEESTFONTEIN

;

1.1.6.5

STILFONTEIN

directly

indirectly

arising from:-

•

the DWAF DIRECTIVES, now

extant or which may hereafter

1.1.7

1.1.8

1.1.9

Page 6

come into being; and/or

•

the

ANGLOGOLD APPLICATION;

and/or

•

the

REHABILITATION OBLIGATIONS:

CLOSING DATE

shall mean the date of the

implementation of the provisions of

clause 9 infra, which shall as near as

possible correspond to the date of the

fulfillment of the last of the conditions

precedent in clause 3 infra or at latest 3

(three) business days thereafter;

"COMPANIES"

shall mean S&J and S&J INV, whose

rights and obligations under the

AGREEMENT shall be joint, several

and in solidum;

"COURT"

shall mean the High Court of South

Africa (Witwatersrand Local Division);

1.1.10 "DME"

shall mean the Department of Minerals

and Energy of the Government of the

1.1.11 "DRD”"

1.1.12 "DWAF"

1.1.13 "DWAF DIRECTIVES"

Page 0

Xxxxxxxx xx Xxxxx Xxxxxx;

shall mean DRDGold Limited and shall

be deemed to include its successors in

title;

shall mean the Department : Water

Affairs and Forestry of the Government

of the Republic of South Africa;

shall mean the directives emanating from

DWAF in terms of Section 19(3) of the

WATER ACT, now extant [as per those

directives dated 13 April 2005, 15 April

2005, 7 May 2005 and 30 June 2005, and

copies whereof are annexed hereto marked

"E(1)" to "E(4)" respectively and shall

be deemed to include any directives by

DWAF supplemental thereto and/or in

variance thereof and/or in substitution

therefor and relating to the KOSH AREA

MINES and all future directives, against

DRD in respect of water management in the

KOSH AREA MINES;

shall collectively mean those assets of

1.1.14 "EXCLUDED ASSETS"

1.1.15 "HARMONY"

1.1.16 "HARTEBEEST-

FONTEIN

1.1.17 "INDEMNITY"

1.1.18 "INTERIM

AGREEMENT"

Page 8

BUFFELSFONTEIN excluded from the

SCHEME OF ARRANGEMENT and as

more fully identified in Annexe "F"

hereto;

shall mean Harmony Gold Mining

Company Limited and shall be deemed

to include its subsidiary and associate

companies and its/their respective

successors in title or assigns

shall mean Hartebeestfontein Gold

Mining Company Limited and shall be

deemed to include its successors In

title, a wholly owned subsidiary of

BUFFELSFONTEIN;

shall mean the indemnification to be

furnished by the COMPANIES in favour

of DRD against the CLAIMS as more

fully provided in clause 8 infra;

shall mean the preliminary agreement

entered into between BUFFELS-

FONTEIN and the COMPANIES at

1.1.19 "KOSH AREA MINES"

1.1.20 "LIQUIDATORS"

1 .1 .21 "MINERAL LAWS"

Page 9

Johannesburg on 7 July 2005 and shall

be deemed to incorporate the

supplemental agreement between the

same parties dated 28 July 2005

;

shall mean the mines in the Klerksdorp

/Orkney/ Stilfontein / Hartebeestfontein

areas In the Northern Province

commonly known as the "Kosh area"

and which constitute the subject matter

of the DWAF DIRECTIVES;

shall mean Xxxxxx Xxxxxxxx, Xxxxxx

Xxxxx and Segopotje Xxxxxx Xxxxxxxxx,

The provisional liquidators of

BUFFELSFONTEIN, duly appointed

thereto by the Master of the High Court

on 30 March 2005 under Certificate of

Appointment No G280/05;

shall collectively mean:-

1.1.21.1

the Minerals Act, No 51 of

1991 ;

1.1.21.2

the Mineral and Petroleum

Resources Act, No 28 of

1.1.22 "NORTH WEST

OPERATIONS"

1.1.23 "PARTIES"

1.1.24 "REHABILITATION

OBLIGATIONS"

Page 10

2002; and

1.1.21.3

all regulations promulgated

pursuant thereto;

shall collectively mean the individual

business units of BUFFELSFONTEIN,

known as the Harties Division and the

Buffels Division, the former comprising

shafts #2, #5, #6, #7 and #8 and the

latter shafts #9, #10 and #12,

incorporating two metallurgical

processing plants known as the North

and South Plants;

shall mean the three parties to the

AGREEMENT;

shall mean any obligations which would

directly or indirectly impact upon DRD in

relation to the NORTH WEST

OPERATIONS consequent upon DRD

being the holding company of

BUFFELSFONTEIN and the ultimate

holding company of HARTEBEESTFONTEIN•

and whether such obligations

1.1.25

"REHABILITATION

TRUST FUND"

1.1.26 "S&J"

1.1.27 "S&J INV

1.1 .28 "SANCTION"

1.1.29

"SANCTION DATE"

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directly or indirectly emanate from the

DME under the MINERAL LAWS

and/or under the ANGLOGOLD

APPLICATION or otherwise;

shall mean the trust fund established by

BUFFELSFONTEIN for the benefit of

the DME on account of the

REHABILITATION OBLIGATIONS;

shall mean Simmer & Xxxx Xxxxx

Limited and shall be deemed to include

its successors in title;

shall mean Simmer & Xxxx Investments

(Proprietary) Limited and shall be

deemed to include its successors in title

- a wholly owned subsidiary of S&J;

shall mean the sanction of the

SCHEME OF ARRANGEMENT by the

COURT;

shall mean the date of the registration in

the office of the Registrar of Companies

in terms of Section 311(6)(a) of the

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Companies Act, No 61 of 1973, as

amended, of the Order of Court granting

the SANCTION;

1.1.30 "SCHEME OF

ARRANGEMENT":

shall mean the Scheme of Arrangement

to be proposed by S&J INV between

BUFFELSFONTEIN and its creditors in

terms of Section 311 of the Companies

Act, No 61 of 1973, as amended, as set

forth in the draft thereof annexed hereto

and marked "G" or with such

amendments thereto as may be

determined by the LIQUIDATORS

and/or DRD In their reasonable

discretion;

1.1.31 "SHARES"

shall mean the 13 000 460 (thirteen

million four hundred and sixty) ordinary

par value shares of R 0,01 (one cent)

each in the capital of

BUFFELSFONTEIN, the registered and

beneficial owner whereof is DRD

1.1 .32 "STILFONTEIN"

shall mean Stilfontein Gold Mining

Company Limited and shall be deemed

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to include its subsidiary and associate

companies and its/their respective

successors in title or assigns;

1.1.33 "WATER ACT"

shall mean The National Water Act, No

36 of 1991;

1.1.34 "WATER PUMPING

AGREEMENT"

shall mean the Memorandum of

Agreement entered

into between

STILFONTEIN and HARTEBEEST-

FONTEIN at Johannesburg on 25

November 1991, relating to the

pumping of water at STILFONTEIN's

Xxxxxxxx and Xxxxx Shafts and Western

Sub Incline Shaft.

1.2

Words importing:-

1.2.1

the singular shall include the plural and vice versa;

1.2.2

anyone gender shall include the others;

1.2.3

persons shall, where the context admits, include firms or

corporations

1.3

Where figures are referred to in numerals and, words, then the latter shall

prevail in the event of any dispute

Page 14

1.4

Any reference to a statute, regulation or other legislation shall be a reference to

such statute, regulation or other legislation as at the date of signature of these

presents and as amended or substituted from time to time.

1.5

When any number of days is prescribed in the AGREEMENT, same shall be

reckoned exclusively of the first and inclusively of the last day unless the last

day falls on a Saturday, Sunday or public holiday, in which case the last day

shall be the next succeeding day which is not a Saturday, Sunday or public

holiday.

1.6

The use of the word "including" followed by a specific example/s shall not be

construed as limiting the meaning of the general wording preceding it and the

eiusdem generis rule shall not be applied in the interpretation of such general

wording or such specific example/s.

1.7

Where any term is defined within a particular clause other than as set forth in

this clause 1, then that term shall bear the meaning ascribed to it in that clause

wherever it is used in the AGREEMENT.

1.8

The terms of the AGREEMENT having been negotiated, the contra

proferentem rule shall not be applied in the interpretation thereof.

1.9

Any term which refers to a South African legal concept or process (in no way

derogating from the generality thereof, for example "winding-up" or

"curatorship") shall be deemed to include a reference to the equivalent or

analogous concept or process in any other jurisdiction

Page 15

AGREEMENT may apply or to the laws of which any party cited hereunder may

be or become subject.

Recorded

It is recorded that

2.1

DRD is and has at all material times hereto been the holding company of

BUFFELSFONTEIN, the latter in turn being the holding company of

HARTEBEESTFONTEIN;

2.2

BUFFELSFONTEIN at all times material hereto conducted the NORTH WEST

OPERATIONS which were severely damaged as a direct consequence of a seismic

event which took place on 9 March 2005;

2.3

as a result of such seismic event, BUFFELSFONTEIN was placed in

provisional liquidation on 22 March 2005 and the LIQUIDATORS were appointed

thereto;

2.4

S&J has evidenced a desire to pursue the NORTH WEST OPERATIONS and

to such end the COMPANIES have concluded the INTERIM AGREEMENT with

BUFFELSFONTEIN to mine such operations on a limited basis pending the

acquisition of the business and assets thereof, alternatively pending the acquisition of

the SHARES and the submission of the SCHEME OF

ARRANGEMENT and Its SANCTION;

Page 16

2.5

as a pre-requisite to pursuing the SCHEME OF ARRANGEMENT, the

COMPANIES are desirous of concluding an agreement with DRD for the

acquisition of the SHARES;

2.6

DRD is prepared to enter into a sale agreement with the COMPANIES subject

to the latter furnishing the INDEMNITY;

2.7

the PARTIES have reached agreement in principle in regard to the aforegoing

which is to be reduced to writing as more fully set forth hereafter

Conditions Precedent

3.1

Notwithstanding anything to the contrary in the whole of the AGREEMENT

contained, it shall be conditional upon the fulfillment of the following conditions

precedent, to wit:-

3.1.1

the INDEMNITY not being withdrawn or varied prior to the

CLOSING DATE, when same shall become operative in

accordance with the provisions of clause 8 infra;

3.1.2

the delivery of the SHARES in negotiable form to the

ATTORNEYS to be held by them 'in trust' pending the arrival of the

CLOSING DATE, when same shall be released to S&J INV in

accordance with clause 9 infra;

Page 17

3.1.3

subject to the arrival of the CLOSING DATE, the written

confirmation by DWAF that the DWAF DIRECTIVES shall with

effect from the earlier of the CLOSING DATE or 31 October 2005,

be amended or re-issued so as to provide that DRD will from such

date be substituted by S&J on the basis, however, that any amount

payable pursuant to such directives will not result in any duplication

insofar as it pertains to S&J - by way of explanation the present

DWAF DIRECTIVES are against four parties and that the

introduction of S&J shall not be deemed to be, or treated as, a fifth

party but as an entity substituting DRD

;

3.1.4

the submission of the SCHEME OF ARRANGEMENT, its

SANCTION and the arrival of the SANCTION DATE

;

3.1.5

written confirmation that the WATER PUMPING AGREEMENT,

the cancellation whereof is a condition precedent under the SCHEME OF

ARRANGEMENT, shall be so cancelled by the parties thereto prior to the

SANCTION DATE;

3.1.6

the unconditional written approval of the Competition Commission

or the Competition Tribunal, as the case may be, in terms of Chapter 3 of the

Competition Act, No 89 of 1998, as amended, of the AGREEMENT and the

SCHEME OF ARRANGEMENT,

within a period of 120 days from the date of signature of the AGREEMENT.

-----

Page 18

3.2

It is recorded that the conditions precedent are imposed for the benefit of all the

PARTIES and accordingly shall only be capable of being waived by them, in

whole or in part, upon the written concurrence of all the PARTIES.

3.3

Should any of the aforesaid conditions precedent not be fulfilled or waived

within the period aforesaid or within such extended period/s as the PARTIES

may from time to time in writing agree upon, then and in such event the

AGREEMENT shall ipso facto be and become null and void ab initio and the

PARTIES shall be obliged to restore each other as near as possible to the

status quo ante and none of the PARTIES shall have any claims against the

otherls of them save to the extent that there is a breach of the provisions of

clause 3.4 infra.

3.4

The PARTIES reciprocally warrant in favour of each other that they will use

their reasonable endeavours to procure timeous compliance with the conditions

precedent afore-referred to and to such end will upon written request sign all

reasonable documents and furnish all reasonable information

4. Warranties

by DRD

DRD represents and warrants in favour of the COMPANIES and upon the veracity

whereof the AGREEMENT shall be founded, that:-

4.1

it is the registered and beneficial owner of the SHARES;

Page 19

4.2

the SHARES are unencumbered and it is accordingly entitled to sell same and

to deal therewith in accordance with the provisions of the AGREEMENT;

4.3

BUFFELSFONTEIN is the registered and beneficial owner of the total issued

share capital of HARTEBEESTFONTEIN and that such shares are under the

control of the LIQUIDATORS and constitute part of the EXCLUDED ASSETS.

Companies' Acknowledgments

The COMPANIES acknowledge:-

5.1

that they have not in any manner been induced in any shape or form, be it by

representations by DRD or any other person acting on its behalf, to enter into

the AGREEMENT and that save for the aforesaid warranties, the

AGREEMENT shall not be founded upon any other warranties or

representations of whatever nature;

5.2

that the acquisition by S&J INV of the SHARES shall be "voetstoots" in all

respects and the implied warranty as to latent defects is expressly excluded;

5.3

that, subject to the arrival of the CLOSING DATE, S&J INV will acquire control

of BUFFELSFONTEIN and the underlying assets thereof, save and except the

EXCLUDED ASSETS, which shall remain under the control of those persons

to be appointed as Receivers pursuant to the SCHEME OF ARRANGEMENT;

Page 20

5.4

that the granting of the INDEMNITY hereafter is fundamental to the conclusion

of the AGREEMENT and in the absence whereof DRD would not dispose of

the SHARES for the nominal consideration hereinafter referred to;

5.5

that they have made their own enquiries and undertaken their own due

diligence of and in connection with the ANGLOGOLD APPLICATION, the

DWAF DIRECTIVES, the REHABILITATION OBLIGATIONS and the

REHABILITATION TRUST FUND and the possible CLAIMS arising thereout

and that no warranties of whatsoever nature or howsoever arising have been

given by DRD to them of and in connection therewith;

5.6

that they shall be obliged to give effect to the INTERIM AGREEMENT until the

arrival of the SANCTION DATE or, in the event of the failure of the SCHEME

OF ARRANGEMENT, until such other date as the parties to the INTERIM

AGREEMENT may in writing agree upon;

5.7

that they shall give effect to their obligations under the SCHEME OF

ARRANGEMENT and will use their best endeavours to pursue same to finality

as expeditiously as possible after the signature of the AGREEMENT;

5.8

and agree that the obligations arising out of the DWAF DIRECTIVES insofar as

they apply to DRD shall, subject to the arrival of the CLOSING DATE, be

assumed and discharged by them retrospectively with effect from the earlier of

the CLOSING DATE or 31 October 2005, this notwithstanding anything to the

contrary in the whole of the AGREEMENT contained .

Page 21

6. Sale

Subject to the timeous fulfillment or waiver of the conditions precedent and subject

further to the warranties, acknowledgments and the INDEMNITY as hereinbefore and

hereinafter referred to:-

6.1

DRD does hereby sell to S&J INV which does hereby purchase from it

"voetstoots", the SHARES, for the purchase consideration hereinafter referred

to; and

6.2

the benefits of and risks attaching to the acquisition of the SHARES shall pass

from DRD to S&J INV with effect from the CLOSING DATE.

Purchase Consideration

The purchase consideration payable by S&J INV to DRD for the SHARES shall be the

sum of R1,00 (one rand) and payment whereof shall be effected on the CLOSING

DATE.

Indemnity

8.1

The COMPANIES do hereby with effect from the CLOSING DATE indemnify,

hold harmless and absolve DRD against the CLAIMS and on the basis that:-

8.1.1

if DRD or the COMPANIES become aware of any matter which

give rise to any CLAIM, then notice thereof and all reasonable

Page 22

details in connection therewith shall be given by the recipient of the

information to the other/s of them as soon as possible after the

recipient becomes aware thereof;

8.1.2

any such CLAIM shall not be compromised or settled without the

prior written consent of all the PARTIES;

8.1.3

the COMPANIES shall be entitled to dispute, resist or appeal any

CLAIMS and to control any proceedings arising out of the exercise of any of those

rights by the COMPANIES provided that-

8.1.3.1

8.1.3.2

the COMPANIES shall as a pre-requisite thereto

indemnify DRD against all reasonable costs (including

legal costs on an attorney and own client scale),

charges, liabilities and expenses which may be

incurred by DRD directly or indirectly for the purposes

of or in connection with anything done by DRD in its

name in accordance with the provisions hereof; and

the COMPANIES shall keep DRD informed of the

manner in which they exercise their rights under this

indemnity and shall at all times exercise those rights in

such manner as DRD may reasonably require so as to

avoid or to minimise any further loss;

Page 23

8.1.4

DRD shall make available to the COMPANIES such information

and assistance and sign all such documentation as may

reasonably be required by the COMPANIES for the purposes of

disputing, resisting, appealing, compromising or contesting any

such CLAIM;

8.1.5

the COMPANIES shall be obliged to furnish DRD with regular

monthly reports as to their progress with regard to any contested

CLAIM;

8.1.6

none of the PARTIES shall be entitled, without the prior written

consent of the other/s, to cede or assign any of its rights or

delegate any of its obligations arising out of this indemnity.

8.2

Notwithstanding anything to the contrary hereinbefore contained:-

8.2.1

should any CLAIM arise from the REHABILITATION

OBLIGATIONS, then and in such event the REHABILITATION

TRUST FUND which shall from the CLOSING DATE remain under

the control of BUFFELSFONTEIN, shall be utilised to off set, In

whole or in part, any such CLAIM; and

8.2.2

DRD shall in its sole and absolute discretion, if it evidences any

dissatisfaction of whatever nature of the manner in which any

CLAIM is being disputed, resisted, appealed against or contested in

any form by the COMPANIES, take over any such proceedings

Page 24

and pursue the same to the final end and determination thereof

at the cost of the COMPANIES and shall be entitled to call for

the establishment of such deposits and/or bank guarantees as a

prerequisite thereto in order to off set any such costs as may be

incurred by DRD.

9. Closing Date

On the CLOSING DATE, the PARTIES and/or their duly authorised representatives

shall meet at the offices of the ATTORNEYS and at which the following shall

contemporaneously take place:-

9.1

DRD shall deliver to the COMPANIES:-

9.1.1

via the ATTORNEYS (who shall release the same from trust), the

certificates in respect of the SHARES and the relevant share transfer

forms which shall be currently dated and duly completed to enable

transfer of the SHARES to be registered in the name of S&J INV;

9.1.2

the following appertaining to BUFFELSFONTEIN to the extent that

any of such documents are not already in the possession of the

LIQUIDATORS, alternatively shall procure in conjunction with the

LIQUIDATORS for the following to be handed to the COMPANIES:-

9.2

9.1.2.1

9.1.2.2

9.1.2.3

9.1.2.4

9.1.2.5

Page 25

the original Memorandum and Articles of Association

or certified copies thereof;

the original Certificate of Incorporation or a certified

copy thereof;

the original title deed/s or certified copy/ies thereof in

respect of the immovable property/ies of which

BUFFELSFONTEIN is/are the registered owner,

including all mining titles in respect thereof;

the written resignations of the directors, secretary and

public officer of BUFFELSFONTEIN;

resolutions of the board of directors of

BUFFELSFONTEIN:-

9.1.2.5.1. consenting to the transfer of the SHARES

to S&J INV;

9.1.2.5.2. accepting the resignations of all the

directors, public officer and secretary of

BUFFELSFONTEIN and simultaneously

appointing the nominees of S&J INV in

their stead;

S&J INV shall effect payment of the purchase consideration.

Page 26

10. Breach Provisions

10.1 Should any of the PARTIES commit a breach of any of the provisions of the

AGREEMENT which are applicable to it/them, either prior or subsequent to the

CLOSING DATE, then and in such event the aggrieved PARTY/IES shall be

obliged to afford the guilty PARTY/IES a period of 30 (thirty) days written notice

(calculated from the date of receipt thereof) within which to remedy the breach,

failing which the aggrieved PARTY/IES shall then be entitled at its/their sale

and absolute discretion, subject to 10.2 infra, to cancel the AGREEMENT and

claim damages, alternatively to abide thereby and claim damages without

prejudice to any other rights then vested in the aggrieved PARTY/IES in law.

10.2 Notwithstanding anything to the contrary in 10.1 supra, the aggrieved

PARTY/IES shall only be entitled to cancel the AGREEMENT if the breach is

of a material nature and strikes at the roots of the AGREEMENT and cannot

otherwise be reasonably remedied by monetary compensation, alternatively if

such compensation is claimed and not paid.

11. Adjudication of Disputes

11.1 Should any dispute arise between the PARTIES in regard to:-

11.1.1

the interpretation of;

11.1.2

the effect of;

Page 27

11.1.3

the PARTIES' respective rights or obligations under;

11.1.4

a breach of;

11.1.5

the termination of;

11.1.6

any matter arising out of the termination of;

the AGREEMENT, that dispute shall be decided by arbitration in the manner

set out in this clause 11.

11.2 The arbitrator shall be appointed by the PARTIES, and failing agreement, shall

be nominated by the Arbitration Foundation of Southern Africa ("AFSA") out of

the nominees of the parties hereto. Should AFSA not be in existence at the

time, the nomination shall be made by the Chairman for the time being of the

Johannesburg Bar Council.

11.3 The arbitration shall be held at Sandton, Gauteng, and 'in camera' on the basis

that such proceedings will be strictly private and confidential.

11 .4 The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA

shall not be in existence, in accordance with the formalities and procedures

settled by the arbitrator, which shall be in an informal and summary manner,

that is, it shall not be necessary to observe or carry out either the usual

formalities or procedures or the strict rules of evidence, and otherwise subject

as aforesaid to the Arbitration Xxx, 0000, of the Republic of South Africa and

any statutory modification or re-enactment thereof.

Page 28

11.5 The arbitrator shall be entitled to:-

11.5.1

investigate or cause to be investigated any matter, fact or thing

which he considers necessary or desirable in connection with any

matter referred to him for decision;

11.5.2

decide the matters submitted to him according to what he

considers just and equitable in all the circumstances, having

regard to the purpose of the AGREEMENT; and

11.5.3

make such award, including an award for specific performance, an

interdict, damages or a penalty or the costs of arbitration or

otherwise, as he in his discretion may deem fit and appropriate.

11.6 The arbitration shall be held as expeditiously as possible after it is demanded

with a view to it being completed within 30 (thirty) days after it has been so

demanded.

11.7 This clause is severable from the remainder of the AGREEMENT and shall

therefore remain in effect even if the AGREEMENT is terminated.

11.8 Subject to the above provisions of this clause 11, the law governing the

AGREEMENT shall be South African law and the Court having jurisdiction to

enforce any award made under this clause shall be the Witwatersrand Local

Division of the High Court of the Republic of South Africa and all appeal courts

therefrom.

Page 29

12. Clause Headings

The clause headings to the AGREEMENT are for reference purposes only and do not bear

upon the interpretation of the AGREEMENT. If any provision in a definition is a

substantive provision conferring rights or imposing obligations on any party,

notwithstanding that it is only in the definition, effect shall be given to it as if it were a

substantive provision in the body of the agreement.

13. Domicilia

13.1 The PARTIES hereby choose dom!cilia citand! et executandi for all purposes

under the AGREEMENT at the addresses set opposite their respective names

hereunder:-

13.1.1

DRD

care of the ATTORNEYS, 10th Floor, JD House, 00

Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 0000 - telefax

number (011) 712-0700;

13.1.2

the COMPANIES - Xxxxxx Xxxxxx Inc, 00 Xxxxxxx Xxxxxx, Xxxxxxxx,

0000 (marked for the attention of Mr L van Staden) –

telefax number(011) 219 6500.

13.2 Any notice to any PARTY shall be addressed to such PARTY at its/their

domicilium aforesaid and either sent by telefax or delivered by hand. In the

case of any notice -

Page 30

13.2.1

sent by telefax, it shall be deemed to have been received, unless

the contrary is proved, on the date of the successful transmission

thereof if a business day, otherwise the next following business

day;

13.2.2

delivered by hand, it shall be deemed to have been received,

unless the contrary is proved on the date of delivery, provided such

date is a business day or otherwise on the next following business

day.

13.3 Any PARTY shall be entitled, by notice to the other, to change its/their

domicilium to another address in the Republic of South Africa, provided that the

changes shall only become effective 14 (fourteen) days after service of the

notice in question.

13.4 Notwithstanding anything to the contrary herein before contained, a written

notice or communication actually received by one of the PARTIES from the

other, including by way of telefax transmission, shall be adequate written notice

or communication to such PARTY.

14. Mutual Support

The PARTIES undertake at all times to render to each other every possible assistance

and to extend to each other the maximum co-operation for the purposes of attaining

the objects of the AGREEMENT.

Page 31

15. No Indulgences

No extension of time or indulgence granted by any PARTY to the other/s shall be

deemed in any way to affect, prejudice or derogate from the rights of such PARTY/IES

in any respect under the AGREEMENT, nor shall it in any way be regarded as a

waiver of any rights hereunder, or a novation of the AGREEMENT.

16. Severability of Contract

In the event of any provisions of the AGREEMENT being invalid, such provision/s shall

be regarded as severable from the remainder of the AGREEMENT which shall remain

of full force and effect.

17. Whole Agreement

The AGREEMENT constitutes the entire contract between the PARTIES and no

amendment or consensual cancellation of the AGREEMENT or any provision or term

thereof, and no extension of time, waiver, relaxation or suspension of any of the

provisions or terms of the AGREEMENT, shall be of legal efficacy save insofar as the

same is reduced to writing and signed by the PARTIES.

Page 32

Thus done and signed by DRD at Johannesburg on this the 31 day of August 2005, in

the presence of the undersigned Witnesses. !

For: DRDGold Limited

witnesses:-

/s/ D Pretorius

Xxxxxx Xxxxxxxxx
General Manager : Corporate Services

duly authorised signatory -

Thus done and signed by S&J at Johannesburg an this the 31st day of August 2005, in

the presence of the undersigned witnesses.

As witnesses:-

For: Simmer & Xxxx Xxxxx limited

Thus done and signed by S&J INV at Johannesburg on this the 31 day of August 2005, in

the presence of the undersigned witnesses.

As witnesses:-

For:

Simmer & Xxxx Investments

(Proprietary) Limited

/s/ Simmer & Xxxx Xxxxx limited

- director -

EXTRACT FROM A RESOLUTION OF THE DIRECTORS OF DRDGOLD LIMITED PASSED ON 30

AUGUST 2005

Resolution No: 28/2005

DRDGOLD LIMITED

RESOLVED:

THAT the Company enters into a written agreement with Simmer & Xxxx

Limited ("S & J) on the following terms:

(a) That S&J acquires all of the Company's shares in Buffelsfontein Gold

Mines Limited for one rand (R1.00) as part of the offer of compromise and

scheme of arrangement in terms of section 311 of the Companies Act, 1973;

(b) That the disposal as aforesaid is conditional upon S&J assuming all

existing and future obligations relating to the pumping and management

of underground water in the KOSH area and in particular that S&J

provides a full indemnity against liability in respect of, and an

undertaking to discharge on behalf of the Company, any award given

against the Company and in favour of AngloGold Xxxxxxx Limited

("AngloGold") pursuant to the legal proceedings instituted by AngloGold

in the High Court of South Africa (Witwatersrand Local

Division) ;

Affairs & Forestry agreeing to substitute the Company with S&J in respect of

all future directives involving the management underground water issues in

the KOSH area.

THAT either Xxxx Wellesley-Wood or Xxx Xxxxxx in their capacities as

Directors or Xxxx Xxxxxxxxx in his capacity as the Group Legal Counsel be

and is hereby authorized to sign the agreement on be half of the Company

or any other document intended to achieve the objectives stated under 1

above.

/s/ T Gwebu
Xxxxx Xxxxx
Company Secretary

SIMMER AND XXXX XXXXX, LIMITED
(Registration No.: 1924/007778/06)

("the Company")

RESOLUTION OF DIRECTORS
(In terms of the Articles of Association)

MEMORANDUM OF AGREEMENT BETWEEN DRDGOLD LIMITED, SIMMER AND
XXXX XXXXX, LIMITED AND SIMMER AND XXXX INVESTMENTS (PTY) LIMITED.

The Company wishes to Acquire the shares of Buffelsfontein Gold mines
Lim

xxx (Reg. No. 1995/010072/06) (in provisional liquidation) through its wholly

owned subsidiary Simmer and Xxxx Investments (Pty) limited. In order to
conclude such agreement authority needs to be given to the directors to sign as
a representative of the company.

IT IS THEREFORE RESOLVED:

1.. THAT the company enters into an agreement with DRDGold Limited and Simmer and

Xxxx Investments (Pty) Limited upon the terms 2nd conditions contained in a draft of
such agreement which was tabled at this meeting.

2. THAT Xxxxx Xxxxxxx Xxxxx Kebble in his capacity as a director of the company be

and is hereby authorized to sign the agreement for and on behalf of the company.

/s/ R A R Kebble

R A R Kebble

/s/ X X Xxxxxx

X X Xxxxxx

/s/ X X Xxxxxx

X X Xxxxxx

/s/ X X Xxxxxxxxxx

X X Xxxxxxxxxx

/s/ V A Mkele

V A Mkele

31st August 2005

SIMMER AND XXXX INVESTMENTS (PROPRIETARY) LIMITED
(Registration No.: 1981/002168/07)

("the Company")

RESOLUTION OF DIRECTORS
(In terms of the Articles of Association)

MEMORANDUM OF AGREEMENT BETWEEN DRDGOLD LIMITED:

SIMMER AND XXXX XXXXX, LIMITED AND SIMMER AND XXXX INVESTMENTS (PTY)
LIMITED.
________________________________________________________________________

The Company wishes to Acquire the shares of Buffelsfontein Gold
mines Limited (Reg. No. 1995/010072/06) (in provisional liquidation). In order
to conclude such agreement authority needs to be given to the directors to
sign as a representative of the company

IT IS THEREFORE RESOLVED:

THAT the company enters into an agreement with DRDGold Limited and Simmer and
Xxxx Xxxxx, Limited upon the terms and conditions contained in a draft of such
agreement which was tabled at this meeting

1. THAT Xxxxxx Xxxxxxx Xxxxxx and/or Xxxx xx Xxxxxxxx Xxxxx is hereby authorized to

sign the agreement for and on behalf of the company.

/s/ J Xxxxx

/s/ X X Xxxxxx

31st August 2005

Copy of notice of motion of ANGLOGOLD APPLICATION

(vide clause 1.1.3 supra)

Annexe "D"

IN THE HIGH COURT OF SOUTH AFRICA

(WITWATERSRAND LOCAL DIVISION) 7655/05

CASE NO.

In the matter between:

ANGLO GOLD XXXXXXX LIMITED

and

DRDGOLD LIMITED

BUFFELSFONTEIN GOLD MINES
LIMITED (IN LIQUIDATION)

STILFONTEIN GOLD MINING COMPANY LIMITED

HARMONY GOLD MINING COMPANY LIMITED

THE MINISTER OF MINERALS AND

ENERGY

THE MINISTER OF WATER AFFAIRS AND FORESTRY

THE MINISTER OF ENVIRONMENTAL AFFAIRS AND
TOURISM

HARTEBEESFONTEIN GOLD MINING
COMPANY LIMITED

Applicant

First Respondent

Second Respondent

Third Respondent

Fourth Respondent

Fifth Respondent

Sixth Respondent

Seventh Respondent

Eighth Respondent

NOTICE OF MOTION

Page 2

TAKE NOTICE THAT application will be made to the above Honourable Court at 10h00 on

Tuesday 12 April 2005 for an order in the following terms:

1. Dispensing with the forms and service provided for in the rules and permitting the

Applicant to bring this application as one of urgency in terms of Rule 6(12).

2. That a Rule Nisi be issued which Rule shall operate as an interim order, returnable

on a date to be determined by the above Honourable Court:

2.1

Directing the First Respondent and the" Second Respondent (duly

represented by its provisional liquidators), jointly and severally with

immediate effect to continue the pumping and extraction of underground

water at the following mines/shafts, and in the stated quantities:

2.1.1.

No 2 Shaft of Hartebeesfontein mine at the rate of 5,7

megalitres per day;

2.1.2

No 7 Shaft of Hartebeesfontein mine at the rate of 2,5

megalitres per day;

2.1.3.

Pioneer Shaft of Buffelsfontein at the rate of 2 megalitres per

day;

2.2.

Directing the First and Third Respondents, jointly and severally with

immediate effect to continue the pumping and extraction of underground

water at the following mines/shafts, and in the stated quantities:

2.2.1.

Page 3

Xxxxxxxx Shaft of Stilfontein mine at the rate of 26 megalitres

per day;

2.3.

Ordering the Fifth Respondent in conjunction with the Seventh

Respondent immediately:

2.3.1.

2.3.2.

2.3.3.

To direct that the First and Second Respondents jointly and

severally, alternatively the First and Third Respondents, jointly

and severally. continue with pumping and extraction of

underground water at the mines and in the quantities set out

in paragraphs 2 and 2.2 above, such directives to be issued in

accordance with the provisions of Section 45 of the Mineral

and Petroleum Resources Development Act 28 of 2002 ("the

Minerals Act);

For the purposes of implementing the provisions of paragraph

2.1 and 2.2 above, to take the necessary steps to seize and

sell property of the First, Second and Third Respondents,

such steps to be taken in accordance with Section 45(2)(c) of

the Minerals Act;

In respect of the Second Respondent, to Instruct the Regional

Manager concerned to take necessary' measures to prevent

further pollution or degradation of the KOSH area, and to

make the area safe, in accordance with Section 46(1) of the

Minerals Act.

2.4

Ordering the Sixth Respondent immediately in conjunction with the

Seventh Respondent

2.4.1.

To direct the First and Second Respondents jointly and

severally to continue with the pumping and extraction of

underground water at the mines and in the quantities referred

to in paragraph 2.1 above.

2.4.2.

To directing the First and Third Respondents jointly and severally to

continue with the pumping and extraction of

underground water at the mines and in the quantities referred

to in paragraph 2 above;

2.4.3.

Such directions to be in terms of Section 19 of the National

Water Act 36 of 1998 ("the Water Act").

3. Upon the return day, directing that the relief in paragraph 2 above operate as

interim relief pending the final determination of this matter, by application or by

action (the action to be instituted within thirty days from date of grant of this order)

for final relief:

3.1.

Confirming the relief in paragraph 2;

3.2.

Directing the Fifth Respondent in conjunction with the Sixth and Seventh

Respondents, to take such steps as are necessary in terms of the

Minerals Act, the Water Act and the National Environmental Management

Act 107 of 1998 ("NEMA") to manage and control the extraction of

Page 5

4. Directing that the costs of this application be costs in the final relief.

5. Granting the Applicant further and/or alternative relief.

TAKE NOTICE THAT if you intend opposing this application you are required to notify

the Applicant's attorney Xx X Xxxxxxxxx of Xxxxxxx Xxxxxx Xxxxxxx at telephone

number (011) 269 - 7909 J 000 0000000, fax number (011) 883 -7518 by not later than

16h00 on Monday 11 April 2005;

Kindly place the matter on the ran for hearing accordingly.

DATED AT SANDTON ON THIS THE 11

DAY OF APRIL 2005

XXXXXXX XXXXXX LINDASAY

Applicants attorneys

Ref: Xx X Xxxxxxxxx Tel: (011) 269 - 7909

Fax: (011) 883 - 7518

XXXX XXXXXX

1724 Sanlam Centre

000/000 Xxxxx Xxxxxx

Xxxxxxxxxxxx

Tel: 000 000 0000

TO:

THE REGISTRAR OF THE

ABOVE HONOURABLE

COURT JOHANNESBURG

AND TO:

DRDGOLD LIMITED

First Respondent

00 Xxxxxx

Xxxx

Xxxxxxxx

Xxxxxxxxxxxx

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Memorandum of Agreement

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