Media releases

Update in respect of conditions precedent to the sale agreement in respect of the disposal of DRDGOLD's entire interest in Blyvooruitzicht Gold Mining Company Limited ("Blyvoor") to Village Main Reef Limited ("Village")

10 May 2012

  1. INTRODUCTION

  2. DRDGOLD shareholders ("Shareholders") are referred to the announcement published on the Securities Exchange News Service of the JSE Limited on 13 February 2012 and in the financial press on 14 February 2012 ("Announcement"). The Announcement contained details of the salient terms and conditions relating to the disposal by DRDGOLD of its entire interest in Blyvoor to a wholly-owned subsidiary of Village ("Purchaser") ("Transaction").

    In terms of the sale of shares and claims agreement pertaining to the Transaction ("Agreement"), DRDGOLD agreed to sell its entire shareholding in Blyvoor (which amounts to 74% of the total issued ordinary share capital of Blyvoor) ("Sale Shares") and its working capital and shareholder loan claims against Blyvoor ("Sale Claims") to the Purchaser.

    The Transaction comprises the Part A Sale and the Part B Sale. In terms of the Part A Sale, the Sale Claims are sold to the Purchaser and in terms of the Part B Sale, the Sale Shares are sold to the Purchaser.

  3. STATUS OF THE PART A SALE CONDITIONS PRECEDENT

  4. Prior to the waiver set out below, the Part A Sale was subject to the fulfilment or waiver (if applicable), of the following conditions precedent:

    2.2.1 by not later than 17h00 on 30 May 2012, the Savuka transaction agreements (in terms of which Blyvoor will, inter alia, enter into a sale of mining right agreement with AngloGold Ashanti Limited in respect of the portion of the West Wits Mining Right that relates to the Savuka gold mine) having been concluded, to the reasonable satisfaction of the Purchaser ("Savuka Condition Precedent");

    2.2.2 by not later than 17h00 on 30 March 2012, an escrow agreement, governing the escrow arrangement more fully described in the Announcement, having been concluded and becoming unconditional save for any condition requiring the unconditional operation of the Agreement ("Escrow Condition Precedent"); and

    2.2.3 by not later than 17h00 on 30 May 2012, the South African Competition Authorities having unconditionally approved the Transaction, or conditionally approved it on terms and conditions which each of the Purchaser and DRDGOLD confirm in writing to the other to be acceptable ("Competition Condition Precedent").

DRDGOLD is pleased to advise Shareholders that the Escrow Condition Precedent has been fulfilled and that the Purchaser has waived the Savuka Condition Precedent.

In the circumstances, implementation of the Part A Sale remains subject only to the fulfilment of the Competition Condition Precedent.

Johannesburg
10 May 2012

Corporate Advisor and Transaction Sponsor
One Capital

Attorneys
Cliffe Dekker Hofmeyr Inc.