ERGO URANIUM SALE AGREEMENT

EXHIBIT 4.127

ERGO URANIUM SALE AGREEMENT

ISL/HD

of the BRAKPAN PLANTS

150808

to ERGO MINING

Memorandum of Agreement

Made and entered into between:-

ERGO URANIUM (PROPRIETARY) LIMITED

(Reg No 2007/017509/07)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by Diederik ▇▇▇▇▇▇ ▇▇▇▇▇▇ van der
▇▇▇▇, 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 15

day of August 2008, and a certified copy whereof is annexed

hereto marked "A");

of the first part;

and

Page 2

ERGO MINING (PROPRIETARY) LIMITED

(Reg No 2007/004886/07)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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
15

day of August 2008, and a certified copy whereof is annexed hereto marked "B");

of the other part.

Definitions

1.1

In this agreement, unless inconsistent with the context, the following terms

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

hereunder and for purposes of convenience the said definitions are reflected

throughout this agreement in capitals:-

1.1.1

“ANCILLARY
AGREEMENTS”

shall mean the interlinking agreements

more fully set forth in the schedule

thereof annexed hereto and marked

“C”;

1.1.2

“ANGLOGOLD”

shall mean AngloGold ▇▇▇▇▇▇▇ Limited

(Reg No 1944/017354/06);

Page 3

1.1.3

“ANGLOGOLD
AGREEMENT”

shall mean the Memorandum of

Agreement made and entered into by

and between ANGLOGOLD, ERGO

MINING, DRD SA and MINTAILS SA at

Johannesburg on the 6 August 2007

and shall be deemed to include the

various addenda thereto respectively

dated the 17 August 2007, 30 August

2007, 21 November 2007, 28 February

2008 and 15 May 2008 relating to the

sale and purchase respectively of the

BRAKPAN CIL 2 PLANT, upon the

terms and conditions therein set forth;

1.1.4

“BRAKPAN CIL 1
PLANT”

shall collectively mean the gold circuit

plant [initially acquired by HVH from

ANGLOGOLD in terms of the HVH

AGREEMENT and subsequently sold:-

•

by HVH to MOGALE; thereafter

•

by MOGALE to ERGO URANIUM

and

refurbished

the

latter;

thereafter

Page 4

•

by ERGO URANIUM to ERGO

MINING in terms of the ERGO

URANIUM SALE AGREEMENT]

and being those items marked in purple

and blue (and identified by the yellow

block printed pointers) in Annexe “D”

hereto and constituting the following:-

•

electrical power factor correction

•

flotation building;

•

fitting/electrical workshop;

•

desanding building;

•

admin building;

•

R.W.B. Reservoir;

•

tailings thickener No 2;

•

tailings thickener No 4;

•

elution building;

•

tank farm;

•

residue area;

•

piping workshop;

•

plating workshop;

•

fitting workshop;

•

tailings pump house;

•

hot and cold sumps;

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•

rigging workshop;

•

medical centre;

•

clear water reservoir;

•

change house;

•

plant stores;

•

Sallies return; and

•

settling ponds

and in no way derogating therefrom

including whatever RIGHTS and/or

SERVITUDES are applicable thereto,

inter alia, the rights of ingress to and

egress from such plant and/or line

and/or pipeline rights and/or other

infrastructural services, the weigh

bridge and pipe yard to the exclusion,

however, of the BRAKPAN CIL 2

PLANT;

1.1.5

“BRAKPAN CIL 2
PLANT”

shall collectively mean the gold circuit

plant and the infrastructure therefor

[initially acquired by HVH from

ANGLOGOLD in terms of the HVH

AGREEMENT and subsequently sold:-

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•

by HVH to MOGALE; thereafter

•

by MOGALE to ERGO URANIUM;

thereafter

•

by ERGO URANIUM to ERGO

MINING in its prevailing

“voetstoots” state in terms of the

ERGO SALE AGREEMENT]

and being those items which are

uncoloured on the whole of the plan

annexed hereto and marked “D”

including whatever RIGHTS and/or

SERVITUDES are applicable thereto,

inter alia, the rights of ingress to and

egress from such plant and/or line

and/or pipeline rights and/or other

infrastructural services to the exclusion,

however, of the BRAKPAN CIL 1

PLANT ;

1.1.6

“BRAKPAN PLANTS”

shall collectively mean the BRAKPAN

CIL 1 PLANT, the BRAKPAN CIL 2

PLANT and such additional

infrastructure therefor and which

comprises the whole of the plan which

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constitutes Annexe “D” hereto and on

the basis that should any dispute arise

as to what comprises the aforesaid

plants, then and in such event same

shall be referred to Messrs ▇▇▇▇▇▇▇

▇▇▇▇▇▇ and Basie Maree, who shall act

as experts and whose decision in regard

thereto shall be final and binding save

where the two experts are unable to

reach agreement, in which event the

dispute shall then be referred to an

independent third party expert, whose

decision shall prevail;

1.1.7

“CLOSING DATE”

shall mean the date of the fulfilment or

waiver, as the case may be, of the

conditions precedent in clause 3 infra

and shall at latest be 7 (seven)

business days thereafter;

1.1.8

“COMPETITION ACT”

shall mean the Competition Act, No 89

of 1998, as amended;

1.1.9

“CONSIDERATION
SHARES”

shall mean 150 (one hundred and fifty)

new ordinary par value shares of R1,00

(one rand) each in the capital of ERGO

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MINING to be issued at a premium,

allotted and delivered to ERGO

URANIUM in consideration for the sale

by ERGO URANIUM to ERGO MINING

of the BRAKPAN PLANTS;

1.1.10

“CONSOLIDATION
PROCESS”

shall have the meaning ascribed thereto

in the MINING USER CONTRACT;

1.1.11

“CONVERSION DATE”

shall mean the date of the conversion of

the RIGHTS from “old order mining

rights” to “new order mining rights” by

the DME in accordance with the

provisions of the MPRDA;

1.1.12

“CROWN”

shall mean Crown Gold Recoveries

(Proprietary) Limited (Reg No

1988/005115/07);

1.1.13

“DME”

shall mean the Department of Minerals

and Energy of the Government of the

Republic of South Africa;

1.1.14

“DRD SA”

shall mean DRDGold South African

Operations (Proprietary) Limited (Reg

No 2005/033662/07), a company

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controlled by DRDGold Limited, a public

company listed on the JSE Limited

Securities Exchange;

1.1.15

“EFFECTIVE DATE”

shall mean the close of business on the

31 July 2008 notwithstanding the

SIGNATURE DATE;

1.1.16

“ELSBURG DUMPS”

shall mean approximately 187 (one

hundred and eighty seven) million

tonnes of tailings or residue referred to

as the “Elsburg Dumps”, the ownership

whereof, including the ground upon

which same is situated, vests in ERPM;

1.1.17

“ELSBURG JV”

shall mean the joint venture established

between the following entities, whose

proportionate interests in such joint

venture were as at the EFFECTIVE

DATE, are as at the SIGNATURE

DATE and will be as at the CLOSING

DATE as follows:-

1.1.17.1

MOGALE - 50% (fifty per

centum) thereof; and

1.1.17.2

ERPM

50% (fifty per

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centum) thereof;

1.1.18

“ELSBURG JV
RESOURCE”

shall have the meaning ascribed thereto

in the MINING USER CONTRACT;

1.1.19

“EMP”

shall mean the Environmental

Management Programme pertaining to

the ELSBURG DUMPS and the LAND

and as approved by the DME;

1.1.20

“ENVIRONMENT”

shall mean the environment, including

without limitation, atmosphere, surface

water, ground water, land surface, soil,

subsurface strata and plant and animal

life and furthermore, without limitation,

the meaning ascribed to that term in the

National Environmental Management

Act, No 109 of 1998, as amended;

1.1.21

“ENVIRONMENTAL
LEGISLATION”

shall mean all applicable South African

laws including, without limitation, the

National Environmental Management

Act, No 109 of 1998, as amended, as

referred to in clause 1.1.20 supra,

common law, statutes, codes, directives

and the like, and all rules, regulations,

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orders or statutory guidance directives

made thereunder, concerning the

ENVIRONMENT;

1.1.22

“ERGO MINING”

shall mean Ergo Mining (Proprietary)

Limited (and shall be deemed to include

its successors in title or permitted

assigns), the authorised share capital

whereof is R1 000,00 (one thousand

rand) divided into 1 000 (one thousand)

ordinary par value shares of R1,00 (one

rand) each and the issued share capital

whereof:-

1.1.22.1

was as at the EFFECTIVE

DATE and is as at the

SIGNATURE DATE,

R300,00 (three hundred

rand) divided into 300 (three

hundred) ordinary par value

shares of R1,00 (one rand)

each, the registered and/or

beneficial owners whereof

were and are as at such

dates as follows:-

Page ▇▇

•

▇▇▇ ▇▇ as nominee for

CROWN - 150 (one

hundred and fifty)

shares; and

•

MinTails Gold and

Uranium Limited of

Mauritius as nominee

for ERGO URANIUM -

150 (one hundred and

fifty) shares;

1.1.22.2

as at the CLOSING DATE

will be R600,00 (six hundred

rand) divided into 600 (six

hundred) ordinary par value

shares of R1,00 (one rand)

each, the registered and/or

beneficial owners whereof

will be as follows:-

•

CROWN - 300 (three

hundred) shares; and

•

ERGO URANIUM -

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300 (three hundred)

shares;

1.1.23

“ERGO MINING
ASSETS”

shall mean the BRAKPAN PLANTS,

beneficial ownership whereof shall pass

to ERGO MINING from the EFFECTIVE

DATE (subject to the reserved rights of

ANGLOGOLD in terms of the

ANGLOGOLD AGREEMENT) and

beneficial use whereof vested in ERGO

MINING from the 23 November 2007;

1.1.24

“ERGO URANIUM”

shall mean Ergo Uranium (Proprietary)

Limited (a company indirectly controlled

by MINTAILS AUS) and shall be

deemed to include its successors in title

or permitted assigns;

1.1.25

“ERGO URANIUM
ACQUISITION
AGREEMENT”

shall mean the memorandum of

agreement entered into by and between

MOGALE as seller and ERGO

URANIUM as purchaser and relating to

the sale and purchase respectively of

the BRAKPAN PLANTS upon the

terms and conditions therein set forth;

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1.1.26

“ERGO URANIUM
SALE AGREEMENT”

shall mean this agreement between the

PARTIES and shall be deemed to

include all annexes thereto which shall

be initialled or signed, as the case may

be, by the PARTIES for purposes of

identification relating, inter alia, to the

sale of the BRAKPAN PLANTS by

ERGO URANIUM to ERGO MINING in

exchange for the CONSIDERATION

SHARES;

1.1.27

“ERPM”

shall mean East Rand Proprietary

Mines Limited (Reg No

1893/000773/06), a wholly owned

subsidiary of DRD SA;

1.1.28

“ERPM ASSETS”

shall mean what is generally known and

described as the Elsburg Tailings

Dumps and the infrastructure therefor,

collectively comprising:-

1.1.28.1

the ELSBURG DUMPS;

1.1.28.2

the old order used mining

RIGHTS attaching thereto;

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and

1.1.28.3

the RIGHTS of ERPM to

pump, subject to regulatory

constraints, subterranean

water,

to the exclusion of the ‘▇▇▇▇▇ Tailings’,

the latter being part of the remainder of

CROWN’s existing “Life of Mine”;

1.1.29

“ERPM JOINT
VENTURE
PARTICIPATION”

shall mean the joint venture interest of

50% (fifty per centum) in the ELSBURG

JV to be allocated to ERPM and as

more fully referred to hereafter, inter

alia, in consideration for the conclusion

ERPM

the

MINING

USER

CONTRACT;

1.1.30

“HVH”

shall mean HVH Gold (Proprietary)

Limited, an indirect subsidiary of

MINTAILS SA;

1.1.31

“HVH AGREEMENT”

shall mean the memorandum of

agreement entered into by and between

ANGLGOLD, HVH and Skeat Gold

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Mining Limited at Johannesburg on the

20 November 2006 relating to the sale

and purchase respectively of the

BRAKPAN PLANTS and shall be

deemed to include the first addendum

thereto dated the 9 May 2007;

1.1.32

“LAND”

shall mean the land upon which the

BRAKPAN PLANTS are situated and

as more fully described in the

ANGLOGOLD AGREEMENT which

shall, mutatis mutandis, apply hereto;

1.1.33

“LEASE”

shall mean the agreement of lease to

be entered into by and between ERGO

URANIUM as lessor and ERGO

MINING as lessee of the BRAKPAN

PLANTS and upon the salient terms

and conditions set forth in Annexe “E”

hereto;

1.1.34

“MINERALS”

shall have the meaning ascribed thereto

in the MINING USER CONTRACT;

1.1.35

“MINING USER
CONTRACT”

shall mean the memorandum of

agreement to be entered into by and

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between CROWN, ERPM, ELSBURG

JV, ERGO MINING and ERGO

URANIUM governing, inter alia, the

mining, recovery, treatment and

processing of :-

1.1.35.1

gold from the ore extracted

from the ELSBURG DUMPS

by the ELSBURG JV; and

1.1.35.2

MINERALS extracted from

the POST ▇▇▇▇▇▇▇-

DATION EVENT

RESOURCES in the event

of the activation of the

CONSOLIDATION

PROCESS,

as the case may be;

1.1.36

“MINTAILS AUS”

shall mean Mintails Limited of Australia,

a public company, the shares whereof

are listed on the Australian Stock

Exchange;

Page 18

1.1.37

“MINTAILS SA”

shall mean MinTails SA (Proprietary)

Limited (Reg No 2004/007547/07, a

company indirectly controlled by

MINTAILS AUS;

1.1.38

“MOGALE”

shall mean Mogale Gold (Proprietary)

Limited, a wholly owned subsidiary of

MINTAILS SA and in the course of

being restructured to facilitate the entry

of a Black Economic Empowerment

shareholder;

1.1.39

“MOGALE JOINT
VENTURE
PARTICIPATION”

shall mean the joint venture interest of

50% (fifty per centum) in the ELSBURG

JV to be allocated to MOGALE and as

more fully referred to hereafter, inter

alia, in consideration for the undertaking

to refurbish and/or the refurbishment by

ERGO URANIUM at its expense, of the

BRAKPAN CIL 1 PLANT and the

conclusion by MOGALE of the MINING

USER CONTRACT;

1.1.40

“MPRDA”

shall mean the Mineral and Petroleum

Resources Development Act, No 28 of

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2002, as amended;

1.1.41

“NNR ACT”

shall mean the National Nuclear

Regulator Act, No 47 of 1999, as

amended;

1.1.42

“PARTIES”

shall mean both parties to the ERGO

URANIUM SALE AGREEMENT,

namely this agreement;

1.1.43

“POST
CONSOLIDATION
EVENT RESOURCES”

shall have the meaning ascribed thereto

in the MINING USER CONTRACT;

1.1.44

“RIGHTS”

shall mean all the mining and ancillary

rights, if any, applicable to:-

•

the BRAKPAN PLANTS and/or the

LAND granted by the DME and/or

its predecessor from time to time

and beneficial ownership whereof

presently vests in ERGO URANIUM

pursuant to the ERGO URANIUM

ACQUISITION AGREEMENT; or

•

the ERPM ASSETS granted by the

DME and/or its predecessor from

time to time and beneficial

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ownership whereof vests in ERPM;

1.1.45

“SIGNATURE DATE”

shall mean the date of the signature of

the ERGO URANIUM SALE

AGREEMENT by the PARTY last

signing same;

1.1.46

“TERM SHEET”

shall mean the Term Sheet entered into

on or about the 23 November 2007 by

and between CROWN, DRD SA; ERPM,

ERGO MINING, ERGO URANIUM,

HVH, MINTAILS AUS, MINTAILS SA

and MOGALE and relating to a joint

venture between DRD SA of the

Republic of South Africa and MINTAILS

AUS and/or their respective subsidiaries;

1.1.47

“WARRANTIES”

shall mean those warranties to be

furnished by ERGO URANIUM in favour

of ERGO MINING and as more fully set

forth in a schedule thereof annexed

hereto and marked “F”.

1.2

Words importing:-

1.2.1

the singular shall include the plural and vice versa;

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1.2.2

any one 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.

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 ERGO URANIUM SALE

AGREEMENT, same shall mean business days and 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 the Republic of South, 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.

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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 ERGO URANIUM SALE AGREEMENT.

1.8

The terms of the ERGO URANIUM SALE 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”

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

analogous concept or process in any other jurisdiction in which the ERGO

URANIUM SALE AGREEMENT may apply or to the laws of which any PARTY

cited hereunder may be or become subject.

1.10

Any reference to “permitted assigns” shall mean those consented to, in writing,

by the PARTIES.

Recordal

It is recorded that:-

2.1

DRD SA and MINTAILS AUS, acting through their respective subsidiaries,

have agreed, pursuant to the TERM SHEET, to establish a large uranium, gold

and other minerals, mining, recovery, treatment and processing business;

Page 23

2.2

to this end the MINING USER CONTRACT and the ANCILLARY

AGREEMENTS are to be concluded between DRD SA and/or any one or more

of its subsidiaries on the one hand and MINTAILS AUS and/or any one or

more of its subsidiaries on the other hand;

2.3

as an integral part of the aforegoing:-

2.3.1

DRD SA and MINTAILS SA have caused to be established a

special purpose vehicle, namely ERGO MINING (with its

shareholders as CROWN and ERGO URANIUM) on the one hand

and a joint venture, namely the ELSBURG JV (with its joint

venturers as ERPM and MOGALE) on the other hand;

2.3.2

the ERPM ASSETS are owned by ERPM and it has agreed:-

2.3.2.1

to grant the ELSBURG JV the right to use the ERPM

ASSETS; and

2.3.2.2

for the ELSBURG JV to lease the land upon which the

ELSBURG DUMPS are situated,

for the duration of the MINING USER CONTRACT and for the

purposes therein set forth;

2.4

pursuant to the TERM SHEET:-

2.4.1

ERGO URANIUM has agreed to:-

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2.4.1.1

on-sell the BRAKPAN PLANTS (including the lease of

the LAND) to ERGO MINING:-

2.4.1.1.1.

with effect from the EFFECTIVE DATE in

exchange for a 50% (fifty per centum)

equity interest in ERGO MINING; and

2.4.1.1.2.

in consideration for ERGO MINING

facilitating the use of the BRAKPAN CIL 1

PLANT by and for the benefit of the

ELSBURG JV with the consent of all the

remaining PARTIES;

2.4.1.2

to procure that the BRAKPAN PLANTS are utilised by

ERGO MINING for the purpose of mining the POST

CONSOLIDATION EVENT RESOURCES (in the

event of the activation of the CONSOLIDATION

PROCESS); and

2.4.2

ERPM (a wholly owned subsidiary of DRD SA) as the owner of the

ERPM ASSETS has agreed to allow the ELSBURG JV the usage

and lease thereof in the mining of the ELSBURG DUMPS in

exchange for the ERPM JOINT VENTURE PARTICIPATION and

for its sister company, namely CROWN, to have allotted and

issued to it the remaining 50% (fifty per centum) of the equity in

ERGO MINING; and

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2.5

the PARTIES are now desirous of implementing the TERM SHEET as afore-

referred to and accordingly of entering into the ERGO URANIUM SALE

AGREEMENT and thereby implementing the provisions of clause 2.4.1 supra

and it being further recorded that the provisions of clause 2.4.2 supra shall be

implemented in terms of one of the ANCILLARY AGREEMENTS.

Conditions Precedent

3.1

The ERGO URANIUM SALE AGREEMENT shall be subject to the fulfilment or

waiver, as the case may be, of the following conditions precedent within the

time periods hereinafter stipulated:-

3.1.1

the execution of the ANCILLARY AGREEMENTS by the

respective parties thereto;

3.1.2

the passing of an ordinary resolution of the board of directors of

ERGO MINING increasing its issued share capital from R300,00

(three hundred rand) divided into 300 (three hundred) ordinary par

value shares of R1,00 (one rand) each to R600,00 (six hundred

rand) divided into 600 (six hundred) ordinary par value shares of

R1,00 (one rand) each, to be placed under the control of its board

of directors pending the arrival of the CLOSING DATE when the

increased share capital shall be allotted, issued and delivered as

provided in clause 1.1.22.2 supra,

on or before the 21 August 2008; and

Page 26

3.1.3

the obtaining of all regulatory approvals, to the extent required, in

relation to the subject matter of the ERGO URANIUM SALE

AGREEMENT and in no way derogating from the generality

thereof including, to the extent required and/or applicable, the

relevant approvals:-

• from the DME in terms of the MPRDA;

• from The National Nuclear Regulator in terms of the NNR

ACT;

• in terms of the ENVIRONMENTAL LEGISLATION; and

• from the Competition Authorities in terms of the

COMPETITION ACT,

within a period of 120 (one hundred and twenty) days after the

SIGNATURE DATE;

3.2

The aforegoing conditions are stipulations for the benefit of the PARTIES and

accordingly shall only be capable of being waived in writing by the PARTIES.

3.3

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

within the time periods stipulated or within such extended period as the

PARTIES may in writing agree upon, then and in such event the ERGO

URANIUM SALE AGREEMENT shall, in the absence of written agreement to

Page 27

the contrary, 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 as at the SIGNATURE DATE and neither of the PARTIES

shall have any claims against the other save in the event of a breach of the

provisions of clause 3.4 infra.

3.4

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

faith use their best endeavours to timeously procure the fulfilment of the

conditions precedent which are applicable to them and to such end shall supply

such information and/or execute such reasonable documentation as may be

required by any third party, be it regulatory authorities or otherwise, in relation

to the said conditions within a period of 14 (fourteen) days after a written

request therefor.

WARRANTIES

4.1

The ERGO URANIUM SALE AGREEMENT shall be founded upon the veracity

of the WARRANTIES which shall be deemed an integral part hereof by ERGO

URANIUM in favour of ERGO MINING.

4.2

Save for the WARRANTIES, the ERGO URANIUM SALE AGREEMENT is

concluded on the basis that ERGO URANIUM has given no other warranties or

representations, whether express or implied.

Page 28

Sale of BRAKPAN PLANTS

Subject to the arrival of the CLOSING DATE and the implementation of the provisions

of clause 8 infra:-

5.1

ERGO URANIUM does hereby with effect from the EFFECTIVE DATE sell to

ERGO MINING which does hereby purchase from it "voetstoots" the

BRAKPAN PLANTS (it being recorded that ERGO MINING has, with the

consent of ERGO URANIUM, had the beneficial usage of the BRAKPAN

PLANTS with effect from the 23 November 2007); and

5.2

the benefits of and the risks attaching to:

5.2.1

the usage of the BRAKPAN PLANTS, shall be deemed to have

passed from ERGO URANIUM to ERGO MINING on the 23

November 2007; and

5.2.2

the acquisition of the BRAKPAN PLANTS, shall shall be deemed

to have passed from ERGO URANIUM to ERGO MINING on the

EFFECTIVE DATE.

Purchase Consideration for BRAKPAN PLANTS and Discharge thereof

6.1

The purchase consideration payable by ERGO MINING to ERGO URANIUM

for the BRAKPAN PLANTS shall be the sum of R40 000 000,00 (forty million

rand).

Page 29

6.2

The aforesaid purchase consideration shall be discharged by:-

6.2.1

the allocation, issue and delivery by ERGO MINING to ERGO

URANIUM of the CONSIDERATION SHARES, which shall be

subscribed for by ERGO URANIUM at par plus a premium

collectively equal to the amount referred to in clause 6.1 supra;

and

6.2.2

ERGO MINING having utilised and maintained the BRAKPAN

PLANTS from the 23 November 2007 and having agreed to accept

the benefits and the risks attaching to such usage from such date

until the EFFECTIVE DATE, being the date of acquisition by

ERGO MINING of the BRAKPAN PLANTS.

6.3

The aforesaid acquisition shall be exclusive of Value Added Tax for which

ERGO MINING shall be liable and which shall be payable as against the

receipt of the appropriate tax invoice therefor.

MOGALE JOINT VENTURE PARTICIPATION

In consideration for MOGALE refurbishing and/or agreeing to refurbish at its expense

the BRAKPAN CIL 1 PLANT and being party to the MINING USER CONTRACT,

MOGALE shall receive in exchange therefor the MOGALE JOINT VENTURE

PARTICIPATION.

Page 30

CLOSING DATE

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

shall meet at a pre-determined time and venue and at which the following shall, inter

alia, take place:-

8.1

ERGO MINING shall deliver to ERGO URANIUM and its nominees, the

relevant share certificates in respect of the CONSIDERATION SHARES;

8.2

ERGO URANIUM’s appointees shall be appointed to the board of directors of

ERGO MINING so as to represent 50% (fifty per centum) of all appointees;

8.3

a resolution of the board of directors of ERGO MINING is passed:-

8.3.1

confirming the issue, allotment and delivery of the

CONSIDERATION SHARES to ERGO URANIUM;

8.3.2

taking cognisance of the transfer of 150 (one hundred and fifty)

ordinary shares in the capital of ERGO MINING, presently

registered in the name of MinTails Gold and Uranium Limited of

Mauritius as nominee for ERGO URANIUM, to ERGO URANIUM;

8.4

the PARTIES shall sign the LEASE.

Page 31

LAND

9.1

The PARTIES acknowledge that whilst it is the intention of ERGO URANIUM

to sell the LAND to ERGO MINING, it is not possible to do so as this juncture

by reason of the pending conversion of the RIGHTS and that such sale and

transfer shall only be competent after the CONVERSION DATE and pending

the arrival thereof ERGO URANIUM shall enter into the LEASE upon the

salient terms and conditions set forth in Annexe “E” hereto.

9.2

To this end the PARTIES irrevocably agree:-

9.2.1

and undertake that as soon as possible after the CONVERSION

DATE, they shall procure the conclusion of a sale agreement in

respect of the LAND and shall procure transfer thereof into the

name of ERGO MINING or its nominee and they shall sign all

relevant documents to facilitate such transfer; and

9.2.2

that the purchase consideration for the LAND shall be the sum of

R2 000 000,00 (two million rand), payment whereof shall be

discharged by the creation of a credit loan account in the name of

ERGO URANIUM in the books of account of ERGO MINING, the

said loan account to be liquidated in such manner and on such

written terms and conditions as shall be determined by the

PARTIES.

10.

Occupation and Transfer of BRAKPAN PLANTS

Page 32

10.1

It is recorded that with effect from the EFFECTIVE DATE:-

10.1.1

ownership rights, possession, risk and benefit of, in and to the

BRAKPAN PLANTS and use of the LAND passed from ERGO

URANIUM to ERGO MINING (in this context it is recorded that

ERGO MINING was permitted by ERGO URANIUM to use and

maintain the BRAKPAN PLANTS with effect from the 23

November 2007);

10.1.2

liability for compliance with all obligations and for payment of all

monies in respect of the BRAKPAN PLANTS and the LAND,

including but not limited to rates, taxes, levies, imposts and other

monies due in relation to the LAND (it again being recorded that

ERGO MINING shall have the use of the LAND pending, if

applicable, the acquisition and transfer thereof into its name) and

pursuant to the applicable legislation, passed to ERGO MINING;

and

10.1.3

ERGO MINING agreed to discharge all costs of and assumed full

responsibility and liability for the security and protection associated

with the BRAKPAN PLANTS and the LAND.

10.2

ERGO MINING hereby indemnifies and holds ERGO URANIUM harmless

retrospectively with effect from the 23 November 2007, in respect of all claims,

damage, loss and/or expense which may be made against and/or suffered by

Page 33

ERGO URANIUM in connection with and/or arising out of the use and

occupation of the BRAKPAN PLANTS, including the LAND.

11.

Environmental Management, Environmental Rehabilitation, Health and Safety
and Related Costs

11.1

Notwithstanding anything to the contrary, ERGO MINING shall retrospectively

with effect from the 23 November 2007, be responsible for the environmental

management, environmental rehabilitation, health and safety and related costs

in relation to the BRAKPAN PLANTS notwithstanding that the obligation in

respect thereof shall have arisen prior to the 23 November 2007.

11.2

The environmental management, environmental rehabilitation, health and

safety and related costs in respect of the BRAKPAN PLANTS (pending the

acquisition and transfer, if applicable, of the LAND as soon as possible after

the CONVERSION DATE) shall include but not be limited to:-

11.2.1

all the relevant prospecting and mining rights and approved EMP

in terms of the MPRDA, permits or certificates required in terms of

the NNR ACT and/or any other permit, record of decision or

licence required in terms of the ENVIRONMENTAL LEGISLATION

in respect of the BRAKPAN PLANTS;

11.2.2

the application by ERGO MINING for the nuclear authorisation

required by ERGO MINING in terms of the NNR ACT to such of

the BRAKPAN PLANTS as may be subject thereto, within 90

Page 34

(ninety) days of the SIGNATURE DATE or so soon thereafter as

possible;

11.2.3

the issue in due course of a closure certificate in terms of section

43 of the MPRDA to ERGO URANIUM in respect of the applicable

BRAKPAN PLANTS, the removal of the BRAKPAN PLANTS from

ERGO URANIUM’s mining right, EMP and the certificate of

registration issued to ERGO URANIUM in respect of the

BRAKPAN PLANTS in terms of the NNR ACT;

11.2.4

restoration, anti-pollution measures, anti-flooding measures,

making safe, radiation decontamination, rehabilitation, compliance

with the terms of the EMP, ENVIRONMENTAL LEGISLATION,

any permit, licence or record of decision and implementing any

closure plans as approved by the DME;

11.2.5

in no way derogating from 11.2.4 supra, general compliance with

the ENVIRONMENTAL LEGISLATION;

11.2.6

compliance with the safety and health requirements in terms of the

Mine Health and Safety Act, No 29 of 1996, and the Occupational

Health and Safety Act, No 85 of 1993; and

11.2.7

in no way derogating from 11.2.1 to 11.2.6, compliance with all

lawful directives of the relevant regulatory authorities, in relation to

Page 35

the BRAKPAN PLANTS to the extent applicable (in respect of the

use thereof).

11.3

ERGO MINING shall, to the extent necessary, apply for the relevant nuclear

authorisation as per clause 11.2.2. ERGO URANIUM will apply to the National

Nuclear Regulator for approval of a hazard assessment for the demolition and

removal of radioactive equipment and material from the BRAKPAN PLANTS.

ERGO MINING will not conduct any demolition activities at or remove any

radioactive equipment or material from the BRAKPAN PLANTS until ERGO

URANIUM has received the relevant approval of the hazard assessment or

ERGO MINING has been granted the nuclear authorisation, in terms of the

NNR ACT, for its activities at the BRAKPAN PLANTS;

11.4

in no way derogating from 11.2 or 11.3 supra, ERGO MINING shall comply

with all of the relevant conditions and procedures of ERGO URANIUM’s

certificate of registration issued in terms of the NNR ACT until such time as the

National Nuclear Regulator has granted ERGO MINING a nuclear authorisation

in respect of the BRAKPAN PLANTS on the LAND and the National Nuclear

Regulator has removed the BRAKPAN PLANTS from ERGO URANIUM’s

certificate of registration.

11.5

A radiation protection officer or other qualified person appointed by ERGO

MINING and approved by ERGO URANIUM shall oversee any activity

involving radioactive material at the BRAKPAN PLANTS and on the LAND,

including but not limited to, the supervision of the demolition of structures

Page 36

contaminated by radiation. The cost of the radiation protection officer shall be

borne by ERGO MINING.

11.6

ERGO MINING will furnish ERGO URANIUM with a copy of the approved

EMP, mining right and permits or certificates issued in terms of the NNR ACT

and any other permit, record of decision or licence required in terms of

ENVIRONMENTAL LEGISLATION in respect of the BRAKPAN PLANTS, as

soon as each of these have been granted to ERGO MINING;

11.7

ERGO MINING hereby indemnifies and holds ERGO URANIUM harmless in

respect of all claims, damages, losses and/or expenses, which may be made

against and/or suffered by ERGO URANIUM in connection with and/or arising

out of any breach by ERGO MINING of its obligations in terms of this clause 11

and/or any breach by ERGO MINING of the ENVIRONMENTAL

LEGISLATION, Occupational Health and Safety Act, No 85 of 1993 and the

Mine Health and Safety Act, No 29 of 1996.

11.8

Retrospectively with effect from the EFFECTIVE DATE and until ERGO

MINING has been granted the necessary permits and licences to conduct its

operations and until the registration and transfer, where applicable, of any

component of the BRAKPAN PLANTS, ERGO MINING shall comply with all of

ERGO URANIUM’s relevant permits, licences, authorisations, Codes of

Practice, Standards, Special Instructions and Environmental Management

Programme.

Page 37

12.

MOGALE

MOGALE. as is evidenced by its signature at the foot of the ERGO URANIUM SALE

AGREEMENT, does hereby accept all the obligations imposed upon it, as also the

benefits flowing in its favour as recorded in the ERGO URANIUM SALE

AGREEMENT.

13.

Non-Publication

13.1

The PARTIES record that it is not their intention to advertise the sale of the

BRAKPAN PLANTS in terms of Section 34 of the Insolvency Act, No 24 of

1936, as amended.

13.2

By reason of the aforegoing, ERGO URANIUM does hereby indemnify, hold

harmless and absolve ERGO MINING in respect of all claims of whatsoever

nature arising in relation to the non-publication of the sale in accordance with

the aforesaid Act.

14.

Good Faith and Implementation

14.1

The PARTIES undertake to do all such things, perform all such acts and take

all steps to procure the doing of all such things and the performance of all such

acts, as may be necessary or incidental to give or conducive to the giving of

effect to the terms, conditions and import of the ERGO URANIUM SALE

AGREEMENT.

Page 38

14.2

The PARTIES shall at all times during the continuance of the ERGO

URANIUM SALE AGREEMENT observe the principles of good faith towards

one another in the performance of their obligations in terms of the ERGO

URANIUM SALE AGREEMENT. This implies, without limiting the generality of

the aforegoing, that:-

14.2.1

they will at all times during the term of the ERGO URANIUM SALE

AGREEMENT act reasonably, honestly and in good faith;

14.2.2

they will perform their obligations arising from the ERGO

URANIUM SALE AGREEMENT diligently and with reasonable

care; and

14.2.3

they will make full disclosure to each other of any matter that may

affect the execution of the ERGO URANIUM SALE AGREEMENT

or its implementation from time to time.

15.

Breach

If either:-

15.1

PARTY fails to make any payment, owed by it, on the due date and remains in

default for 90 (ninety) days after receiving written notice to remedy the default;

Page 39

15.2

PARTY commits any other material breach of the ERGO URANIUM SALE

AGREEMENT and fails to remedy the breach within a reasonable time [which

shall not be less than 90 (ninety) days] after receiving written notice to do so

from the other PARTY; or

15.3

PARTY is unable or is deemed to be unable to pay its debts in accordance with

the provisions of section 345 of the Companies Act, 1973, or otherwise defaults

generally in the payment of its liabilities; or

15.4

a provisional or final order is made or an effective resolution passed for the

winding-up of the other PARTY other than for bona fide restructuring purposes;

15.5

a provisional or final order is made for the judicial management of either

PARTY; or

15.6

of the assets of either PARTY having a value of not less than R250 000,00

(two hundred and fifty thousand rand) is attached under a writ of execution

issued out of any court and the writ is not satisfied within 30 (thirty) days from

its service or if satisfactory steps are not taken to procure the rescission of the

judgment giving rise thereto; or

15.7

a scheme of arrangement or compromise is entered into or attempted by either

PARTY pursuant to the provisions of Section 311 of the Companies Act, No 61

of 1973, as amended, save where such scheme relates to a bona fide

Page 40

restructuring to which all the PARTIES have furnished their prior written

consent, which shall not be unreasonably withheld or delayed,

then and in such event and although such breach shall constitute a material breach,

neither of the PARTIES shall be entitled to cancel the ERGO URANIUM SALE

AGREEMENT in the event of the breach being capable of being addressed by way of

monetary compensation and save only in the event of the non-payment of such

compensation, it being the underlying intention of the PARTIES that the ERGO

URANIUM SALE AGREEMENT which is being entered into in their mutual long term

interests, will remain of full force and effect for the duration thereof.

16.

Dispute Resolution

16.1

Any dispute arising out of or in connection with the ERGO URANIUM SALE

AGREEMENT or the subject matter of the ERGO URANIUM SALE

AGREEMENT including without limitation any dispute concerning:-

16.1.1

the existence of the ERGO URANIUM SALE AGREEMENT apart

from this clause 16;

16.1.2

the interpretation and effect of the ERGO URANIUM SALE

AGREEMENT and the ANCILLARY AGREEMENTS;

16.1.3

the PARTIES’ respective rights and obligations under the ERGO

URANIUM SALE AGREEMENT, the ANCILLARY AGREEMENTS

and under the TERM SHEET;

Page 41

16.1.4

the rectification of the ERGO URANIUM SALE AGREEMENT;

16.1.5

the breach, termination or cancellation of the ERGO URANIUM

SALE AGREEMENT or any matter arising out of breach,

termination or cancellation thereof;

16.1.6

damages in delict, compensation for unjust enrichment of any

other claim, whether or not the rest of the ERGO URANIUM SALE

AGREEMENT (apart from this clause) is valid and in force,

shall in the first instance be referred for joint consideration and possible

resolution to the following persons in the following order of priority:-

•

to the Chief Executive Officer of ERPM on the one hand and the Chief

Executive Officer of the ERGO URANIUM on the other hand;

thereafter

•

to the Chief Executive Officer of DRD SA and the Chief Executive

Officer of MINTAILS SA; thereafter

•

to the Chief Executive Officer of DRDGold Limited and the Chief

Executive Officer of MinTails Limited of Australia.

Should these officers not be able to resolve the dispute, then they shall, by

agreement, appoint an independent third party to act as a mediator, and not as

an arbitrator, to mediate in the resolution of the dispute. Should they not be

Page 42

able to agree on the mediator, then the mediator shall be selected by the

Chairman of the Arbitration Foundation of Southern Africa (“AFSA”). Should

the dispute not be resolved in this manner, then the dispute shall be decided by

arbitration as set out in clauses 16.3 to 16.9 infra.

16.2

If either PARTY requires a dispute to be referred to arbitration after the

mediation referred to in clause 16.1 supra has not been able to resolve a

dispute, that PARTY shall notify the other PARTY in writing, identifying the

dispute and setting out the relief required.

16.3

Within 30 (thirty) days of receipt of the notice referred to in clause 16.2 above,

the PARTIES shall agree on the arbitrator. If agreement is not reached within

30 (thirty) days after either PARTY, in writing, called for agreement, the

arbitrator shall be appointed by the Chairman of AFSA. The arbitrator

appointed must be, taking into account the nature of the dispute, suitably

qualified to deal with the matter and be totally independent of the PARTIES

and not have represented either of the PARTIES at any prior stage.

16.4

The arbitration shall be held in Johannesburg and the PARTIES shall

endeavour to ensure that it is completed, if possible, within 120 (one hundred

and twenty) days after the appointment of the arbitrator unless the arbitrator is

of the opinion that an extended period is required therefor. Should the

PARTIES be unable to agree on the time parameters for the resolution of the

dispute and should it then become necessary to pursue the same as envisaged

by the AFSA Rules then, notwithstanding anything to the contrary therein

contained, the time parameters as contained in the AFSA Rules shall be

Page 43

deemed substituted in their entirety by the Uniform Rules of the High Court of

South Africa and in the event of any conflict, as determined by the presiding

arbitrator.

16.5

The arbitrator need not strictly observe the principles of law and the rules of

evidence and may decide upon the procedure to be followed in respect of the

matters submitted to him according to what he considers equitable in the

circumstances.

16.6

The proceedings in the arbitration shall as far as practicable take place in

private and be kept confidential.

16.7

The PARTIES shall be entitled to legal representation at the arbitration.

16.8

The arbitrator shall decide the dispute and hand down a written decision no

later than 30 (thirty) days after the completion of the arbitration proceedings

unless the PARTIES agree to the contrary. Either PARTY aggrieved at the

arbitrators’s decision shall be entitled to require the decision to be referred to

an appeal panel of 3 (three) retired judges, one selected by each of the

PARTIES to the dispute (allied entities shall be deemed to constitute one

disputing PARTY) and the remaining judge who shall be appointed by the 2

(two) nominated retired judges and who shall act as the chairman of the panel.

The procedures to be followed in connection with the appeal process shall be

determined in accordance with those prescribed by AFSA unless the PARTIES

agree to the contrary.

Page 44

16.9

The provisions of this clause shall not preclude either PARTY from obtaining

interim relief on an urgent basis from a court of competent jurisdiction pending

the decision of the arbitrator.

17.

No Commission

The PARTIES acknowledge that no agent was instrumental in the conclusion of the

ERGO URANIUM SALE AGREEMENT and in the circumstances there is no

commission payable to any third party in connection therewith.

18.

Costs

The costs of drafting and drawing the ERGO URANIUM SALE AGREEMENT and all

costs incidental thereto, shall be borne and paid by ERGO MINING.

19.

Domicilia

19.1

The PARTIES hereby choose domicilia citandi et executandi for all purposes

under the ERGO URANIUM SALE AGREEMENT at the addresses set

opposite their respective names hereunder:-

19.1.1

ERGO URANIUM – 1

Floor, North Wing, ▇▇▇▇ ▇▇▇▇▇▇▇ Office

Park, 337 Brooklyn Road, Brooklyn, Pretoria 0002 - telefax

number 012 346 4409;

Page 45

19.1.2

ERGO MINING - 1

Floor, North Wing, ▇▇▇▇ ▇▇▇▇▇▇▇ Office Park,

337 Brooklyn Road, Brooklyn, Pretoria 0002 - telefax number

012 346 4409,

with copies in both instances to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇

▇▇

▇▇▇▇▇, ▇▇ House, ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - telefax number 011

712-0712.

19.2

Any notice to either of the PARTIES shall be addressed to it at its domicilium

aforesaid and either sent by telefax or delivered by hand. In the case of any

notice -

19.2.1

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

the contrary is proved, on the next business day after despatch;

and

19.2.2

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.

19.3

Either PARTY shall be entitled, by notice to the other, to change its domicilium

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

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

question.

Page 46

19.4

Actual receipt of written notice shall constitute good and valid delivery of a

notice notwithstanding that such notice is given other than in terms of 19.2.1 or

19.2.2 supra.

20.

Non-Variation

20.1

No variation or amendment of the ERGO URANIUM SALE AGREEMENT will

be of any force or effect unless reduced to writing and signed by all the

PARTIES.

20.2

No consensual termination of the ERGO URANIUM SALE AGREEMENT will

be of any force or effect unless reduced to writing and signed by all the

PARTIES.

20.3

No waiver or abandonment of any PARTY's rights arising from the ERGO

URANIUM SALE AGREEMENT, accrued or otherwise, will be of any force or

effect as against such PARTY unless such waiver or abandonment is reduced

to writing and signed by the PARTY waiving and abandoning such rights.

20.4

No oral statements and no conduct by a PARTY relating to any purported

variation, amendment, cancellation, waiver or abandonment will estop a

PARTY from relying upon the formalities prescribed in the preceding sub-

clauses of this clause.

21.

Signature in Counterparts

Page 47

The ERGO URANIUM SALE AGREEMENT may be signed in separate counterparts,

each of which shall be deemed to be an original and all of which taken together shall

constitute one and the same instrument. A counterpart of the ERGO URANIUM SALE

AGREEMENT in telefax form shall be conclusive evidence of the original signature

and shall be as effective in law as the counterparts in original form showing the original

signatures.

22.

TERM SHEET

22.1

It is recorded that the ERGO URANIUM SALE AGREEMENT constitutes one

of many agreements to be executed pursuant to the TERM SHEET.

22.2

Upon the SIGNATURE DATE, the TERM SHEET shall, to the extent that it

impacts upon the ERGO URANIUM SALE AGREEMENT, be deemed

superseded thereby save that to the extent any dispute may arise in regard to

the ERGO URANIUM SALE AGREEMENT then from an historical perspective,

cognisance shall be taken of the TERM SHEET in order to determine the

intentions of the PARTIES at the time of the conclusion thereof.

Thus done and signed by ERGO URANIUM at Johannesburg on this the 15

day of August

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Ergo Uranium (Proprietary) Limited

/s/DAW van der ▇▇▇▇
director -

Page 48

Thus done and signed by ERGO MINING at Johannesburg on this the 15

day of August

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Ergo Mining (Proprietary) Limited

/s/▇▇ ▇▇▇▇▇▇▇
director who by his signature warrants that
he is duly authorised hereto-

Thus done and signed by MOGALE at Johannesburg on this the 15

day of August 2008, in

the presence of the undersigned witnesses confirming and accepting the provisions of

clause 12 supra.

As witnesses:-

For: Mogale Gold (Proprietary) Limited

/s/DAW van der ▇▇▇▇
director who by his signature warrants that
he is duly authorised hereto-

Annexe "A"

Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Uranium (Proprietary)
Limited, held at Johannesburg on the 15

day of August 2008

Resolved that :-

The company enters into an agreement
with Ergo Mining (Proprietary) Limited, upon
the terms and conditions contained in a
draft of such agreement which was tabled
at this meeting.

Diederik ▇▇▇▇▇▇ ▇▇▇▇▇▇ van der ▇▇▇▇, in his
capacity as a director of the company, be
and he is hereby authorised to sign the said
agreement for and on behalf of the

company.

Certified True Extracts

Chairman of the Meeting

Annexe "B"

Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Mining (Proprietary)
Limited, held at Johannesburg on the 15

day of August 2008

Resolved that :-

The company enters into an agreement
with Ergo Uranium (Proprietary) Limited,
upon the terms and conditions contained in
a draft of such agreement which was tabled
at this meeting.

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in his capacity as a
director of the company, be and he is
hereby authorised to sign the said

agreement for and on behalf of the

company.

Certified True Extracts

Chairman of the Meeting

Annexe “C”

Schedule of ANCILLARY AGREEMENTS

(vide clause 1.1.1 supra)

Shareholders’ Agreement in relation to Ergo Mining (Pty) Limited to be entered into by
and between Crown Gold Recoveries (Pty) Limited, Ergo Uranium (Pty) Limited and
Ergo Mining (Pty) Limited.

Mining User Contract to be entered into by and between Crown Gold Recoveries (Pty)
Limited, East Rand Proprietary Mines Limited, Elsburg Gold Mining Joint Venture,
Ergo Mining (Pty) Limited, Ergo Uranium (Pty) Limited and Mogale Gold (Pty) Limited
relating to the use, inter alia, of what has been defined as the “ERPM Assets” and the
“Ergo Mining Assets”.

Elsburg Gold Mining Joint Venture Agreement to be entered into by and between East
Rand Proprietary Mines Limited and Mogale Gold (Pty) Limited.

Facility Agreement to be entered into by and between DRDGold South African
Operations (Pty) Limited and Elsburg Gold Mining Joint Venture.

Facility Agreement to be entered into by and between Mogale Gold (Pty) Limited and
Elsburg Gold Mining Joint Venture.

Annexe “D”

Plant reflecting BRAKPAN PLANTS

(vide clauses 1.1.4, 1.1.5 and 1.1.6 supra)

Annexe “E”

Salient Terms and Conditions of LEASE

(vide clause 1.1.33 supra)

Lessor

ERGO URANIUM

Lessee

ERGO MINING

Subject Matter of Lease

LAND

Duration of Lease

From the EFFECTIVE DATE until the date of the
conclusion of a sale agreement between the
Lessor and the Lessee in terms whereof the
former sells to the latter the LAND for the
consideration set forth in clause 10.2 of the
ERGO URANIUM SALE AGREEMENT.

Rental

R1,00 (one rand) per annum.

Lease Terms

As per common law.

ERGO URANIUM SALE AGREEMENT

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