DRDGOLD LTD [DRD] Filings

20-F 1 drd20220630.htm FORM 20-F drd20220630

UNITED STATES

SECURITIES

AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F

☐

REGISTRATION STATEMENT PURSUANT

TO SECTION 12(b)

OR (g) OF

THE SECURITIES

EXCHANGE ACT

OF 1934

☑

ANNUAL REPORT

PURSUANT TO

SECTION 13

OR 15(d) OF

THE SECURITIES

EXCHANGE ACT

OF 1934 For

the fiscal

year

ended

June 30, 2022

☐

TRANSITION

REPORT PURSUANT

TO SECTION 13

OR 15(d) OF

THE SECURITIES

EXCHANGE ACT

OF 1934

☐

SHELL COMPANY REPORT

PURSUANT TO

SECTION 13 OR

15(d) OF THE

SECURITIES EXCHANGE

ACT 1934

Commission

file number

0-28800

DRDGOLD LIMITED

(Exact name

of Registrant

as specified

in its charter

and translation

of Registrant's

name into English)

REPUBLIC OF SOUTH AFRICA

(Jurisdiction

of incorporation

or organization)

Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House, Building 17, Ground Floor

Weltevreden Park

1709

South Africa

(Address

of principal

executive offices)

Riaan Davel

, Chief Financial

Officer, Tel. no. +

470 2600

, Email

riaan.davel@drdgold.com

Mpho Mashatola,

Group Financial

Manager Tel. no. +27

11 470 2600, Email

mpho

mashatola@drdgold.com

(Name, Telephone,

Email and/or

Facsimile

number and Address

of Company Contact

Person)

Securities

registered or

to be registered

pursuant to Section

12(b) of the

Act

Title of each

class:

Trading symbol

Name of each

exchange on

which registered:

Ordinary shares (traded in the form of American Depositary

Shares, each American Depositary Share representing ten

underlying ordinary shares.)

DRD

The

New York Stock Exchange

, Inc.

Securities

registered or

to be registered

pursuant to Section

12(g) of the

Act

None

Securities

for which there

is a reporting

obligation pursuant

to Section 15(d)

of the Act

None

Indicate the number of outstanding

shares of each of the issuer's

classes of capital or common stock

as of the close of the period

covered by the

annual report.

864,588,711

ordinary shares

of no par value

outstanding

as of June 30,

2022.

Indicate

check

mark

the

registrant

well-known

seasoned

issuer,

defined

Rule

405

the

Securities

Act.

Yes

☐

☑

If this report

is an annual

report or transition

report, indicate

by check mark if

the registrant

is not required

to file reports

pursuant

to Section 13

or 15(d) of the

Securities

Exchange Act

of 1934

Yes

☐

☑

Indicate by check

mark whether the

registrant

(1) has filed all

reports required

to be filed by Section

13 or 15(d) of the

Securities

Exchange Act

of 1934 during

the preceding

12 months (or

for such shorter

period that the

registrant was

required to file

such reports),

and

(2) has been

subject to

such filing requirements

for the past

90 days.

Yes

☑

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted

pursuant to Rule 405

of Regulation S-T (§

232.405 of this chapter) during

the preceding 12 months (or

for such shorter period that

the

registrant was required to submit such files).

Yes

☑

☐

Indicate

by check

mark whether

the registrant

is a

large accelerated

filer, an

accelerated

filer, a

non-accelerated

filer, or

an emerging

growth company.

See definition of

“large accelerated filer,” “accelerated filer,”

and “emerging growth

company”

in Rule 12b-2

of the

Exchange Act.

Large accelerated

filer

☐

Accelerated filer

☑

Non-accelerated

filer

☐

Emerging growth

company

☐

If any emerging

growth company

that prepares

its financial

statements in

accordance with

U.S. GAAP, indicate by check

mark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards

provided pursuant

to Section 13(a)

of the Exchange

Act

☐

The term

“new or

revised

financial

accounting

standard”

refers to

any update

issued by

the Financial

Accounting

Standards

Board

to its Accounting

Standards Codification

after April

5, 2012.

Indicate by

check

mark

whether

the

registrant has

filed

report

and

attestation to

its

management’s

assessment of

the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by

the

registered

public accounting

firm that prepared

or issued its

audit report.

☑

Indicate

by check

mark which

basis of

accounting

the registrant

has used

to prepare

the financial

statements

included

in this filing

U.S. GAAP

☐

International

Financial Reporting

Standards as

issued by the

International Accounting Standards Board

☑

Other

☐

If “Other”

has been

checked in

response to

the previous question,

indicate by check

mark which

financial statement item

the

registrant

has elected to

follow.

Item 17

☐

Item 18

☐

If this

is an

annual report, indicate by

check mark

whether the

registrant is a

shell company (as

defined in

Rule 12b-2

of the

Exchange Act).

Yes

☐

☑

TABLE OF CONTENTS

Page

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS

AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

3A.

[Reserved]

3B.

Capitalization And Indebtedness

3C.

Reasons For The Offer And Use Of Proceeds

3D.

Risk Factors

ITEM 4.

INFORMATION ON THE COMPANY

4A.

History And Development Of The Company

4B.

Business Overview

4C.

Organizational Structure

4D.

Property, Plant And Equipment

ITEM 4A.

UNRESOLVED STAFF

COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5A.

Operating Results

5B.

Liquidity And Capital Resources

5C.

Research And Development, Patents And Licenses, Etc

5D.

Trend Information

5E.

Critical Accounting Estimates

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A.

Directors And Senior Management

6B.

Compensation

6C.

Board Practices

6D.

Employees

6E.

Share Ownership

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY

TRANSACTIONS

7A.

Major Shareholders

7B.

Related Party Transactions

7C.

Interests Of Experts And Counsel

ITEM 8.

FINANCIAL INFORMATION

8A.

Consolidated statements And Other Financial Information

8B.

Significant Changes

ITEM 9.

THE OFFER AND LISTING

9A.

Offer And Listing Details

9B.

Plan Of Distribution

9C.

Markets

9D.

Selling Shareholders

9E.

Dilution

9F.

Expenses Of The Issue

ITEM 10.

ADDITIONAL INFORMATION

10A.

Share Capital

10B.

Memorandum and articles of association

10C.

Material Contracts

10D.

Exchange Controls

10E.

Taxation

10F.

Dividends And Paying Agents

10G.

Statement By Experts

10H.

Documents On Display

10I.

Subsidiary Information

ITEM 11.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

TABLE OF CONTENTS

Page

PART II

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12A.

Debt Securities

12B.

Warrants and Rights

12C.

Other Securities

12D

American Depositary Shares

ITEM 13.

DEFAULTS,

DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL

MODIFICATIONS TO

THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE

GOVERNANCE

ITEM 16H.

MINE SAFETY DISCLOSURES

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

PART III

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

SIGNATURES

Preparation

of Financial

Information

We are a South African

company and

currently

all our operations

are located

in South Africa.

Accordingly, our books

of account

are

maintained

in South African

Rand. Our financial statements included in our corporate filings are prepared in accordance with International

Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

Our consolidated financial statements included in this Annual Report are prepared in accordance with IFRS as issued by the IASB.

All financial information in this Annual Report, except as otherwise noted is prepared in accordance with IFRS as issued by the IASB.

We present our financial information in rand, which is our presentation and reporting currency.

All references

to “dollars”

or “$”

herein are

to United States

Dollars and

references

to “rand” or

“R” are to South

African rands.

Solely for your convenience, this Annual Report

contains translations of certain rand amounts into dollars at specified rates. These rand amounts do not represent actual dollar amounts, nor

could they necessarily have been converted into dollars at the rates indicated. Unless otherwise indicated, rand amounts have been translated

into dollars at the rate of R16.27 per $1.00, the year end exchange rate on June 30, 2022.

In this Annual Report, we present certain non-IFRS financial measures such as “cash operating costs per kilogram”, “all-in

sustaining costs per kilogram” and “all-in costs per kilogram” which have been determined using industry guidelines promulgated by the

World Gold Council, and which we use to determine costs associated with producing gold, cash generating capacities of the mines and to

monitor performance of our mining operations. An investor should not consider these items in isolation or as alternatives to, operating costs,

cash generated from operating activities, profit/(loss) for the year or any other measure of financial performance presented in accordance

with IFRS or as an indicator of our performance. While the World Gold Council has provided definitions for the calculation of these

measures,

the calculation of cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram may vary

significantly among gold mining companies, and these definitions by themselves do not necessarily provide a basis for comparison with

other gold mining companies. See Glossary of Terms and Explanations and Item 5A. Operating Results – “Cash operating costs, all-in

sustaining costs and all-in costs” and “Reconciliation of cash operating costs per kilogram, all-in sustaining costs per kilogram, all-in costs

per kilogram”.

DRDGOLD Limited

When used in

this Annual

Report, the

term the “Company”

refers to DRDGOLD

Limited and

the terms “we,”

“our,” “us” or

“the

Group” refer

to the Company

and its subsidiaries

as appropriate

in the context.

Special Note

Regarding Forward-Looking

Statements

This Annual

Report contains

certain “forward-looking”

statements

within the meaning

of Section

21E of the

U.S. Securities

Exchange

Act of 1934,

regarding expected

future events,

circumstances,

trends and expected

future financial

performance

and information

relating to

that are

based on the

beliefs of

our management,

as well as

assumptions

made by and

information

currently available

to our management.

Some

of these forward-looking

statements

include phrases

such as “anticipates,”

“believes,”

“could,” “estimates,”

“expects,”

“intends,”

“may,”

“should,” or

“will continue,”

or similar

expressions

or the negatives

thereof or

other variations

on these expressions,

or similar

terminology, or

discussions

of strategy, plans

or intentions,

including statements in connection with, or relating

to, among other things:

●

our reserve calculations and underlying assumptions;

●

the trend information discussed in Item 5D.- Trend Information, including target gold production and cash operating costs;

●

life of mine and potential increase in life of mine;

●

statements made in or with respect to the Technical Report Summaries (“

TRS

” or “

TRSs

”) including statements with respect to

Mineral Reserves and Resources and assumptions, gold prices, projected revenue and cash flows and capital expenditures and

other forward looking statements in the TRSs;

●

estimated future throughput capacity and production;

●

expected trends in our gold production as well as the demand for and the price of gold;

●

our anticipated labor, electricity, water,

crude oil and steel costs;

●

our expectation that existing cash will be sufficient to fund our operations in the next 12 months including our anticipated

commitments;

●

estimated production costs, cash operating costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce;

●

expectations on future gold price, supply and pricing trends, including long term trends, expected impact of the global environment

on gold prices;

●

expected gold production and cash operating costs expected in fiscal year 2023;

●

statements with respect to agreements with unions;

●

our prospects in litigation and disputes;

●

statements with respect to the legal review for increasing the deposition capacity of the Brakpan/Withok Tailings Storage Facility

(“

TSF

”) and the Regional Tailings Storage Facility (“

RTSF

”), and expected potential increase in capacity and life of mine and

statements with respect to our flotation fine-grind

(“

FFG

”) program;

●

expected deposition capacity from improvements in our dams and new dam construction; and

●

expected effective gold mining tax rate.

Such statements

reflect our

current views

with respect

to future events

and are subject

to risks, uncertainties

and assumptions.

Many

factors could

cause our

actual results,

performance

or achievements

to be materially

different from

any future

results, performance

achievements

that may be

expressed or

implied by

such forward-looking

statements,

including, among

others:

●

the global

impact of

the COVID-19

pandemic and

potential new

variants,

including in

South Africa;

●

the global

impact of

Ukraine conflict

and global inflation;

●

adverse changes

or uncertainties

in general

economic conditions

in South Africa;

●

regulatory

developments

adverse to

us or difficulties

in maintaining

necessary

licenses or

other governmental

approvals;

●

future performance

relating to

the FWGR

Phase 2 assets

and the reclamation

sites on the

east of Ergo’s plant;

●

challenges

in replenishing

mineral reserves;

●

changes in

our competitive

position;

●

changes in,

or that affect,

our business

strategy;

●

that assumptions

underlying our

Mineral Reserves

and Mineral

Resources as

set forth in

this report

and our TRSs

prove to be

incorrect;

●

our ability

to achieve

anticipated

efficiencies

and other cost

savings in

connection

with past

and future

acquisitions;

●

the success

of our business

strategy, development

activities

and other initiatives;

●

adverse changes

in our gold

production

as well as

the demand

for and the

price of gold;

●

changes in

technical

and economic

assumptions

underlying our

Mineral Reserve

estimates;

●

any major

disruption in

production

at our key

facilities;

●

adverse changes

in foreign

exchange rates;

●

adverse environmental

or environmental

regulatory changes;

●

adverse changes

in ore grades

and recoveries,

and to the

quality or quantity

of reserves;

●

unforeseen

technical

production issues,

industrial

accidents

and theft;

●

anticipated

or unanticipated

capital expenditure

on property, plant

and equipment;

●

the impact

of HIV/AIDS,

tuberculosis

and the spread

of other contagious

diseases;

and

●

various other

factors,

including those

set forth in

Item 3D.

Risk Factors.

For a discussion

of such risks,

see Item

3D. Risk Factors.

The risk factors

described above

and in Item

3D. could affect

our future

results, causing

these results

to differ materially

from those

expressed in

any forward-looking

statements.

These factors

are not necessarily

all of

the important

factors that

could cause

our results

to differ materially

from those

expressed

in any forward-looking

statements.

Other unknown

unpredictable

factors could

also have

material

adverse effects

on future results.

Investors are

cautioned not

to place undue

reliance

on these forward-looking

statements,

which speak

only as of the

date thereof.

do not undertake

any obligation

to update

publicly or

release

any revisions

to these forward-looking

statements

to reflect events

or circumstances

after the

date of this

Annual Report

or to reflect

the occurrence

of unanticipated

events.

Special Note

Regarding Links

to External,

or Third-party

Websites

Any links to

external,

or third-party

websites,

are provided

solely for

convenience.

We take no responsibility

whatsoever

for any third-

party information

contained in

such third-party

websites,

and we specifically

disclaim adoption

or incorporation

by reference

of such information

into this report

and no websites

are incorporated

by reference

into this report.

Imperial units

of measure

and metric

equivalents

The table

below sets

forth units

stated in this

document, which

are measured

in Imperial

and Metric.

Metric

Imperial

Metric

1 metric tonne

1.10229 short tons

1 short ton

0.9072 metric tonnes

1 kilogram

2.20458 pounds

1 pound

0.4536 kilograms

1 gram

0.03215 troy ounces

1 troy ounce

31.10353 grams

1 kilometer

0.62150 miles

1 mile

1.609 kilometers

1 meter

3.28084 feet

1 foot

0.3048 meters

1 liter

0.26420 gallons

1 gallon

3.785 liters

1 hectare

2.47097 acres

1 acre

0.4047 hectares

1 centimeter

0.39370 inches

1 inch

2.54 centimeters

1 gram/tonne

0.0292 ounces/ton

1 ounce/ton

34.28 grams/tonnes

0 degree Celsius

32 degrees Fahrenheit

0 degrees Fahrenheit

- 18 degrees Celsius

Glossary of Terms and Explanations

The table below sets forth a glossary of terms used in this Annual Report:

Adjusted EBITDA

Adjusted

EBITDA

means

earnings

before

interest,

tax,

depreciation,

amortisation,

share-based

payment

(benefit)/expense, change in estimate of environmental rehabilitation recognised in profit

or loss, gain/(loss) on

disposal

property,

plant

and

equipment,

gain/(loss)

financial

instruments,

IFRS

lease

payments,

exploration expenses and

transaction costs, and retrenchment

costs. This is

a non-IFRS financial measure

and

should not be considered a substitute measure of net income reported by us in accordance with IFRS.

Administration expenses and

other costs excluding non-

recurring items

Administration

expenses

and

other

costs

excluding

loss

disposal

property,

plant

and

equipment

and

transaction costs.

All-in sustaining costs per

kilogram

All-in sustaining

costs is

a measure

on which

guidance is

provided by

the World

Gold Council

and includes

cash operating costs of production, plus movement in gold in process on a sales basis, corporate administration

expenses and other (costs)/income,

the accretion of rehabilitation

costs and sustaining

capital expenditure. Costs

other than those listed above are excluded. All-in sustaining costs per kilogram are calculated by dividing total

all-in sustaining costs by kilograms of

gold produced. This is a non‑IFRS

financial measure and should not be

considered a substitute measure of costs and expenses reported by us in accordance with IFRS.

All-in costs per kilogram

All-in costs is

a measure

on which

guidance is

provided by

the World Gold Council

and includes

all-in sustaining

costs,

retrenchment

costs,

care

and

maintenance

costs,

ongoing

rehabilitation

expenditure,

growth

capital

expenditure and capital recoupments.

Costs other than

those listed above

are excluded. All-in costs

per kilogram

are calculated by dividing

total all-in costs by

kilograms of gold

produced. This is

a non‑IFRS financial measure

and should not

be considered a

substitute measure of

costs and expenses

reported by us

in accordance with

IFRS.

Assaying

The chemical testing process of rock samples to determine mineral content.

Brakpan/Withok final life design

The Brakpan/Withok Tailings

Storage Facility final life design is the engineering

design that ultimately brings

the

tailings

storage facility

its

finality

terms

extent, operation,

rehabilitation and

management. The

implemented final design

would result in

alignments with the

Global Industry Standard

on Tailings Management

(“

GISTM

”)

and

regulatory

bodies,

increase

deposition

capacity,

improve

operation/management

and

bring

about the sustainable closure of the facility.

$/oz

US dollar per ounce.

Called gold content

The theoretical gold content of material processed.

Care and maintenance

Costs to ensure that the Ore Reserves are open, serviceable

and legally compliant after active mining activity at

a shaft has ceased.

Cash operating costs of

production

Cash

operating

costs

production

are

operating

costs

less

ongoing

rehabilitation

expenses,

care

and

maintenance costs and net other operating costs/(income). This is a

non‑IFRS financial measure and should not

be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.

Cash operating costs per kilogram

Cash operating

costs are

operating costs

incurred directly

in the

production of

gold and

include labor

costs,

contractor and other

related costs, inventory

costs and electricity

costs. Cash operating

costs per kilogram

are

calculated by dividing

cash operating costs

by kilograms of

gold produced.

This is a

non‑IFRS financial measure

and should not

be considered a

substitute measure

of costs and

expenses reported by

us in accordance

with IFRS.

Cut‑off grade

The grade

(i.e., the

concentration of

metal or

mineral in

rock) that

distinguishes material

deemed to

have no

economic value from material deemed to have economic value.

CIL Circuit

Carbon-in-leach circuit.

Definitive Feasibility Study

DFS

A definitive

engineering estimate

of all

costs, revenues,

equipment requirements

and production

at a

-5% to

+10% level of accuracy. The study

is used to define the

economic viability of a

project and to support

the search

for project financing.

Depletion

The decrease in the quantity of ore in a deposit or property resulting from extraction or production.

Deposition

Deposition is the geological process

by which material is added

to a landform or land mass.

Fluids such as wind

and water, as

well as sediment flowing via gravity,

transport previously eroded sediment, which, at

the loss of

enough kinetic

energy in

the fluid,

is deposited,

building up

layers of

sediment. Deposition

occurs when

the

forces responsible for sediment transportation are no longer sufficient to

overcome the forces of particle weight

and friction, creating a resistance to motion.

Dilution

Waste or material below the cut-off grade that contaminates the ore during the course of mining operations and

thereby reduces the average grade mined.

Doré

Unrefined gold and silver

bullion bars consisting of

approximately 90% precious metals

which will be further

refined to almost pure metal.

Footwall

The underlying side of a stope or ore body.

Grade

The amount

of gold

contained within auriferous

material generally

expressed in

ounces per

ton or

grams per

tonne of ore.

Growth capital expenditure

Capital additions that

are not sustaining capital

expenditure. This is a

non‑IFRS financial measure and

should

not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.

g/t

Grams per tonne.

Indicated Mineral Resources

That part of a Mineral Resource for which quantity and grade or

quality are estimated on the basis of adequate

geological

evidence

and

sampling.

The

level

geological

certainty

associated

with

indicated

Mineral

Resource is sufficient to allow a qualified person to apply modifying factors

in sufficient detail to support mine

planning and evaluation of the economic viability of the deposit. Because an indicated

Mineral Resource has a

lower level of

confidence than the

level of confidence

of a measured

Mineral Resource, an

indicated Mineral

Resource may only be converted to a probable Mineral Reserve.

Inferred Mineral Resources

That part of

a Mineral Resource

for which quantity

and grade or

quality are estimated

on the basis

of limited

geological

evidence

and

sampling.

The

level

geological

uncertainty

associated

with

inferred

Mineral

Resource

too

high

apply

relevant

technical

and

economic

factors

likely

influence

the

prospects

economic

extraction

manner

useful

for

evaluation

economic

viability.

Because

inferred

Mineral

Resource has the lowest level

of geological confidence of

all Mineral Resources, which prevents

the application

of the modifying factors in a manner useful for evaluation of economic viability,

an inferred Mineral Resource

may not be considered when assessing the economic viability of a

mining project and may not be converted to

a Mineral Reserve.

Measured Mineral Resources

That part of a Mineral

Resource for which quantity and

grade or quality are estimated

on the basis of conclusive

geological

evidence

and

sampling.

The

level

geological

certainty

associated

with

measured

Mineral

Resource is

sufficient

to allow

qualified person

to apply

modifying factors,

in sufficient

detail

to support

detailed mine planning

and final evaluation

of the

economic viability

of the

deposit. Because

a measured Mineral

Resource has a higher level of confidence than the level of confidence of

either an indicated Mineral Resource

or an inferred Mineral Resource, a measured Mineral Resource may be converted to a proven

Mineral Reserve

or to a probable Mineral Reserve.

Metallurgical plant

A processing plant (mill) erected to treat ore and extract the contained gold.

Mineral Reserves

An estimate of tonnage and

grade or quality of indicated

and measured Mineral Resources that, in

the opinion

of the qualified person, can be the basis of an economically viable project. More specifically, the economically

mineable part of a

measured or indicated Mineral

Resource, which includes diluting materials

and allowances

for losses that may occur when the material is mined or extracted.

Mineral Resources

A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or

quality,

and

quantity

that

there

are

reasonable

prospects

for

economic

extraction.

Mineral

Resource

reasonable estimate of mineralization, taking into

account relevant factors such as

cut-off grade, likely mining

dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is

likely to, in

whole or in

part, become economically

extractable. It is

not merely an

inventory of all

mineralization

drilled or sampled.

Mine call factor

The gold content recovered expressed as a percentage of the called gold content.

Modifying factors

The factors that a qualified person must

apply to indicated and measured Mineral Resources and

then evaluate

in order

to establish

the economic

viability of

Mineral Reserves.

A qualified person

must apply

and evaluate

modifying

factors

convert

measured

and

indicated

Mineral

Resources

proven

and

probable

Mineral

Reserves.

These

factors

include,

but

are

not

restricted

to:

Mining;

processing;

metallurgical;

infrastructure;

economic;

marketing;

legal;

environmental

compliance;

plans,

negotiations,

agreements

with

local

individuals or groups; and governmental

factors. The number, type and specific

characteristics of the modifying

factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project

Million tons.

Ore

A mixture of valuable

and worthless materials from

which the extraction of

at least one mineral

is technically

and economically viable.

Other operating costs / (income)

Expenses incurred, and

income generated in

the course of

operating activities, which

are not directly

attributable

to production activities.

Operating costs

Operating costs are cost of sales less depreciation, change in estimate

of rehabilitation provision, movement in

gold in process and

finished inventory –

gold bullion, ongoing

rehabilitation expenditure, care

and maintenance,

other operating income and retrenchment costs.

oz/t

Ounces per ton.

Prefeasibility study ("

PFS

A comprehensive study of a range of

options for the technical and economic

viability of a mineral project that

has

advanced

stage

where

preferred

mining

method,

the

case

underground

mining,

the

pit

configuration,

the

case

open

pit,

established

and

effective

method

mineral

processing

determined. It includes a

financial analysis based on

reasonable assumptions on the

modifying factors and the

evaluation

any

other

relevant

factors

which

are

sufficient

for

competent

person,

acting

reasonably,

determine if all or part of the Mineral Resource may

be converted to a Mineral Reserve at the time of

reporting.

A prefeasibility study is at a lower confidence level than a feasibility study.

Proven Mineral Reserves

The economically mineable part of a measured Mineral Resource and can only result from conversion of a

measured Mineral Resource and can only result from conversion of a measured Mineral Resource.

Probable Mineral Reserves

The economically mineable part of an indicated and in some cases, a measured Mineral Resource.

Qualified Person

An individual who is a

mineral industry professional with at least 5

years of relevant experience in the

type of

mineralization

and

type

deposit

under

consideration

and

the

specific

type

activity

that

person

undertaking on behalf of

the registrant, and an eligible

member or licensee in

a good standing of a

recognized

professional organization at the time the technical report is prepared.

Refining

The final purification process of a metal or mineral.

Rehabilitation

The process of restoring mined land to a condition approximating its original state.

Reserves

That part of a mineral deposit which could be economically and legally

extracted or produced at the time of the

reserve determination.

Sediment

The deposition of solid fragmental material that originated from weathering of rocks and was transported from

a source to a site of deposition.

Slimes

The tailings discharged from a processing plant after the valuable minerals have been recovered.

Sustaining capital expenditure

Sustaining capital expenditure are

those capital additions that

are necessary to maintain

current gold production.

This is a non‑IFRS financial measure and should

not be considered a substitute measure of costs

and expenses

reported by us in accordance with IFRS.

T’000

Tonnes in thousands.

Tailings

Finely ground rock from which valuable minerals have been extracted by milling, or any

waste rock, slimes or

residue derived from any mining operation or processing of any minerals.

Tailings dam

A dam created from

waste material of processed

ore after the economically

recoverable gold has been

extracted.

Tonnage/Tonne

Quantities

where the

metric tonne

an appropriate

unit of

measure. Typically

used to

measure

reserves of

gold‑bearing material in‑situ or quantities of ore and waste material mined, transported or milled.

Tpm

Tonne per month.

Yield

The amount of recovered gold from production generally expressed in ounces or grams per ton or tonne

of ore.

PART I

ITEM 1. IDENTITY

OF DIRECTORS, SENIOR

MANAGEMENT AND

ADVISERS

Not applicable.

ITEM 2. OFFER

STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY

INFORMATION

3A. [Reserved]

3B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3C. REASONS

FOR THE OFFER

AND USE OF PROCEEDS

Not applicable.

3D. RISK FACTORS

In conducting

our business, we

face many

risks that

may interfere

with our

business objectives. Some of

these risks

relate to

our

operational processes,

while others relate

to our business environment.

It is important to understand

the nature of these

risks and the impact they

may have on our

business, financial

condition and

operating results.

Some of these

risks are summarized

below and have

been organized

into the

following categories:

●

Risks related

to our business

and operations;

●

Risks related

to the gold

mining industry;

●

Risks related

to doing business

in South Africa;

●

Risks related to climate change;

●

Risks related to government regulation; and

●

Risks related to ownership in our ordinary shares or American Depositary Shares (ADSs).

Risks related

to our business

and operations

Changes in the market price for gold and exchange rate fluctuations,

both of which have fluctuated widely in the past, affect the

profitability

of our operations

and the cash

flows generated

by those operations.

Our results

are significantly

impacted

by the price

of gold and

the USD-Rand

exchange rate.

Any sustained decline in the market price

of gold

from the current

levels would adversely

affect us,

and any sustained

decline in the

price of gold

below the

cost of production

could

result in the closure of

some or all of our operations

which would result in significant costs

and expenditure, such as, incurring

retrenchment

costs earlier than

expected which could

lead to a

decline in profits,

or losses, as

well as impairment

losses.

In addition, as

most of our

production

costs are

in rands,

while gold

is sold

in dollars

and then

converted to

rands, our

results of

operation and

financial condition

have been

and

could be in the future materially affected by

an appreciation in the value of the rand. Accordingly,

any sustained decline in the dollar price of

gold and/or the strengthening of

the South African rand against

the dollar would negatively and

adversely affect our business, operating

results

and financial condition.

In the wake-of

the COVID-19 pandemic

and measures

taken to address

the outbreak,

there has been

a global trend

of investors

turning

to gold

and gold

stocks as

a safe

haven asset,

as has

been the

case in

times of

global economic

crisis.

This has

led to

a surge

in the

average

gold price

during fiscal

2020 and

fiscal

2021. Although

the impact

of the

COVID-19

pandemic

has diminished

and the

gold prices

have marginally

decreased,

the average

gold price

for fiscal

2022 remained

high due to

continued

economic

uncertainty

as the

global economies

attempt to

recover

from all

the after

effects of

COVID19

and deal

with,

the conflict

in Ukraine

and rapidly

rising

inflation.

In addition,

we are

impacted

by movements

in the exchange

rate of the

rand against

the dollar

as described

below.

Exchange rates are influenced by global economic trends. The closing exchange rate of

the rand against the dollar

at June 30,

2022

weakened

by 14% compared

to June 30,

2021.

The closing

price of the

rand against

the dollar

at June 30,

2021 strengthened

by 18% compared

June 30,

2020. At

September

30, 2022,

the rand

traded at

R18.15 =

$1.00 (based

on closing

rates),

a 12% weakening

of the rand

against the

Dollar

from June

30, 2022 as

the dollar

strengthened

as a result

of quantitative

tightening

and the raising

of interest

rates by the

US Federal

Reserve.

The

rand/dollar exchange

rate was volatile throughout

the fiscal year 2022

mainly as a result of global,

emerging market and

South Africa economic

uncertainty including

uncertainties

resulting from

the global economic

slowdown sentiment,

rapidly rising global

inflation,

geopolitical

tensions

Ukraine,

perceived political and

economic instability,

structurally weak economic

growth of

the South

African economy

exacerbated by

increasing

loadshedding

by power utility

Eskom Holdings

SOC Limited

(“

Eskom

”) as it battles

with supply.

A decrease in the dollar gold price

and/or a strengthening

of the rand against the dollar

results

in a decrease in our profitability. If the

rand was to appreciate against

the dollar or the gold price were to decrease

for a continued time, our operations

could experience a reduction

cash flow

and profitability,

and this would adversely affect our business, operating results and financial condition.

We typically do not enter into forward

contracts to reduce

our exposure to market

fluctuations

in the dollar gold price

or the exchange

rate movements

of the rand. Up to April 11, 2022 we sold gold at

spot prices based on the afternoon

London Bullion Market

fixing price on the

day when Rand Refinery, acting

as an agent for the sale

of all gold produced by the

Group, delivers

the Gold to the buyer. Our foreign

currency

was usually sold at the

spot price in the

market on the date of

trade. Subsequent to April 11, 2022

gold is sold at

a dollar gold price and

spot

exchange rate

specified

in a contract

with the South

African bullion

banks to

deliver the

gold at a

specified

settlement

date.

If the dollar

gold price

should fall

and/or the

rand should

strengthen

against the

dollar, this

would adversely

affect us,

and we may

experience

losses, and

if these

changes

result in

revenue below

our cost of

production and

remain at

such levels

for any sustained

period, we may

be forced

to curtail or

suspend some

all our operations.

A failure

to acquire

new Mineral

Reserves could

negatively affect

our

future

cash

flows, results

operations and

financial

condition.

New or

ongoing exploration

programs may be

delayed or

may not result

in new mineral

producing operations

that will

sustain or

increase our Mineral Reserves. A failure to

acquire new Mineral Reserves in sufficient

quantities and quality to maintain or grow

the current

level and quality of our reserves will negatively affect our future cash flow, results of operations and financial condition. In addition, if we

are

unable to identify Mineral Reserves

that have reasonable prospects

for economic extraction

while maintaining sufficient

controls on production

and other costs,

this will

have a material

effect on the

future viability

of our operations.

If we are not

successful in increasing reserves

in future years, our

reserves could decrease,

and such reduction would

adversely affect

our business, operating results and financial condition.

We may be unable to

make desirable

acquisitions

or to integrate

successfully

any businesses

we acquire,

including the

development

of Phase 2

of the FWGR

assets acquired

from Sibanye-Stillwater

Our future

success may

depend in

part on the

acquisition

of businesses

or technologies

intended to

complement,

enhance or

expand our

current business

or products or that

might otherwise

offer us growth opportunities.

Our ability to complete

such transactions

may be hindered

a number of

factors, including identifying acquisition targets, obtaining

necessary financing and potential difficulties in obtaining government

approvals. Any acquisitions we make,

could fail to

achieve our financial or

strategic objectives or disrupt

our ongoing business which

could

adversely

impact our

results of

operations.

Any acquisition that we do make would pose risks related

to the integration of the new business or technology

with our business and

organization.

We cannot be certain

that we will

be able to

achieve the

benefits we

expect from

a particular

acquisition

or investment.

Acquisitions

may also strain

our managerial

and operational

resources,

as the challenge

of managing

new operations

may divert

our management

from day-to-

day operations of

our existing

business. Furthermore, we may

have difficulty integrating

employees, business systems, and

technology. The

controls, processes

and procedures

of acquired

businesses

may also not adequately

ensure compliance

with laws and

regulations

and we may fail

to identify compliance

issues or liabilities.

Our business,

financial condition

and results

of operations

may be materially

and adversely

affected if

we fail

to coordinate

our resources

effectively

to manage

both our existing

operations

and any businesses

we acquire.

Acquisitions

can also result

in unforeseen

liabilities.

Moreover, our

resources

are limited

and our

decision

to pursue

a transaction

has opportunity

costs;

accordingly, if

we pursue

a particular

transaction,

we may need

to forgo the

prospect of

entering into

other transactions

that could

help us achieve

our financial

or strategic

objectives.

Limited deposition

capacity

Our operations

are based on ultra-volume

and almost nano-gold

extraction.

The volume of reclaimed

material delivered

has one of the

most profound impacts on the gold

output of our metallurgical plants.

The large volumes of

material that are processed at our operations are

deposited on tailings facilities

which have a finite capacity. Alternative facilities

will be required to ensure adequate deposition

capacity for the

current life of mine and for the future. Key projects to increase

such a deposit capacity include the development

of the regional tailings storage

facility as part of Phase 2

FWGR project or identifying interim alternate deposition facilities as well as obtaining regulatory approvals for the

Brakpan/Withok

TSF final design

at Ergo.

However, their

products may

not be successful

or sufficient

to maintain

or increase

deposit capacity

Our large projects, most notably the development

of FWGR Phase 2, the Solar Plant Project and

Brakpan/Withok TSF final life

design implementation to enable mining on the

east of the

Ergo plant, are subject to

schedule delays and cost overruns, and we

may face

constraints

in financing our existing

projects or new

business opportunities,

which could render

our projects unviable

or less profitable

than

planned.

The development of our projects are capital

intensive processes carried

out over long durations and requires us to commit significant

capital expenditure

and allocate

considerable

management

resources in

utilizing our

existing experience

and know-how.

Projects like

the

development of

Phase 2

the

FWGR assets

acquired from

Sibanye-Stillwater, the

Solar Plant

Project and

the

implementation

of the Brakpan/Withok TSF final life design are subject

to the risk of delays,

regulatory approvals

and cost overruns which are

inherent in

any large construction

project including,

inter alia

•

shortages

or unforeseen

increases

in the cost

of equipment,

labor and

raw materials;

•

unforeseen

design and

engineering

problems;

•

changes in

construction

plans that

may require

new or amended

planning permissions;

•

unforeseen

construction

problems;

•

unforeseen

delays

commissioning

sections

of the project;

•

inadequate

phasing of activities;

•

labor disputes;

•

inadequate

workforce

planning or

productivity

of workforce;

•

inadequate

management

practices;

•

natural disasters

and adverse

weather conditions;

•

national work

stoppages

as a result

of infectious

deceases and

pandemics;

•

failure or

delay of third-party

service providers;

and

•

changes to

regulations,

such as environmental

regulations.

We also face the

risk that expected

benefits of

our projects

are not achieved.

The Phase 2 definitive

feasibility

study was completed

in the 3

quarter of fiscal

year 2021, however

regulatory approval

still needs

be obtained

for the submitted

amended design.

It is therefore

anticipated

that the construction

of the Regional

Storage Facility,

related to Phase

will commence

in fiscal

year 2031.

As the

Driefontein

4 TSF is

expected

to reach

full capacity

during fiscal

year 2025,

whereafter

the depositional

rate would

have to

decrease

materially. Plans

are in

place to

redirect

material

to Sibanye

Gold’s Leeudoorn

TSF until

the Regional

Storage

Tailings

Facility is

ready for commissioning

expected in

fiscal year

2031.

Ergo is currently

developing a

Solar Power

Plant to reduce

its reliance

on Eskom and

to reduce

its future

cost of electricity

(“

the Solar

Plant

”).

The Solar

Plant

definitive

feasibility

study was

completed

during

fiscal

year 2022

and is

currently

under

development.

A significant

capital

investment

is needed to

complete the

project. It

is estimated

that benefit

from the project

in reduced electricity

costs and reduced

carbon footprint

will start

to materialize

from April

2023 onwards.

Regulatory approvals

for the final life design of the Brakpan/Withok TSF are yet to be obtained. The

implementation

of the final life

design is expected

to be crucial

in the increase

of the life

of mine of

Ergo as it will

accommodate

material in

toward the

east of the

Ergo plant.

In addition,

if the

assumptions

we make

in assessing

the viability

of our

projects,

including

those relating

to commodity

prices,

exchange

rates, interest rates, inflation

rates and

discount rates,

prove to

be incorrect or

need to

be significantly revised, this

may adversely affect

the

profitability or even

the viability of our projects.

The uncertainty and volatility

in the gold market makes it more difficult

to accurately evaluate

the project

economics

and increases

the risk that

the assumptions

underlying

our assessment

of the viability

of the project

may prove incorrect.

As the

development of

FWGR,

the Solar

Power Project

and the

implementation of the

final life

design Brakpan/Withok TSF

are

particularly

material

to DRDGOLD,

significant

cost overruns

or adverse

changes

in assumptions

affecting

the viability

of these

projects

could have

a material

adverse effect

on our business,

cash flows,

financial condition

and prospects.

Our operating cash flow and available banking facilities may be insufficient to meet our capital expenditure plans and requirements,

depending on the timing and cost of development of our existing projects and any further projects we may pursue. As a result, new sources of

capital may

be needed to meet

the funding requirements

of these projects

and to fund ongoing

business activities.

Our ability to

raise and service

significant

new sources

of capital

will be

a function

of,

inter alia

, macroeconomic

conditions,

rising cost

of debt,

our credit

rating, our

gearing and

other risk

metrics, the condition of

the financial markets, future

gold prices, the

prospects for our

industry, our

operational performance and

operating cash

flow and debt

position.

In the event of operating or financial

challenges, any dislocation

in financial markets

or new funding limitations,

our ability to pursue

new business

opportunities,

invest in

existing and

new projects,

fund our ongoing

business activities

and pay dividends,

could be

constrained,

any

of which could

have a material

adverse effect

on our business,

operating results

cash flows

and financial

condition.

We may not be able

to meet our

cash requirements

because of

a number of

factors, many

of which are

beyond our

control.

Management’s estimates on future cash flows are subject to risks and uncertainties,

such as the rand gold price, production volumes,

recovered grades

and costs.

Management

is estimating

a significant

capital investment

in major projects

in the next

few years.

If we are

unable to

meet our

cash requirements

out of cash

flows generated

from our

operations,

we would

need to

fund our

cash requirements

from financing

sources

and any

such financing

may not

be permitted

under the

terms of

our financing

arrangements

or may not

be possible

on attractive

terms or

at all

due

to rising

interest

rates,

or may not

be available

on acceptable

terms, or

at all.

If we do

not generate

sufficient cash

flows or

have access

to adequate

financing, our

ability to respond

to changing

business and

economic conditions,

make future

acquisitions,

react to adverse

operating results,

meet

our debt service

obligations

and fund required

capital expenditures

or meet our

working capital

requirements

may be adversely

affected.

Any interruption

in gold production at any of our two mining

operations generating

cash flows, will have an adverse

effect on the

Company.

We have two mining

operations

generating

cash flows,

namely Ergo and

FWGR.

Ergo’s

reclamation

sites,

processing

plants,

pump

stations and

the Brakpan/Withok

TSF are linked

through pipeline

infrastructure.

The Ergo plant

is currently

our major

processing

plant. FWGR’s

reclamation

site, DP2 processing

plant, pump

stations and

the Driefontein

4 Tailings Storage

Facility are

linked through

pipeline infrastructure.

Our reclamation sites, plants,

pipelines

infrastructure and the

deposition/storage facilities are exposed to

numerous risks, including

operational

down time due

to planned or unplanned

maintenance

and load shedding

or power dips,

destruction of

infrastructure,

spillages, higher

than expected operating

costs, or

lower than

expected production as a

result of

decreases in

extraction efficiencies due to

imbalances in the

metallurgical

process as

well as inconsistent

volume throughput

or other factors.

Our FWGR operations are reliant

on the

use and access to

Sibanye-Stillwater’s

mining infrastructure,

related services including the

smelting and recovery of gold

from gold loaded carbon produced at

FWGR as well

as the

use of various

rights, permits and licenses held by

Sibanye Gold

pursuant to

which FWGR

operates,

pending the

transfer

to FWGR of

those that

are transferable.

Any disruption

in the supply

of, or

our ability to

use and access

the Sibanye-Stillwater

mining infrastructure,

related services

and rights, permits

and licenses,

could have an

adverse

impact on

our operations.

Any of the risks

above or weather

conditions or

other interruptions

could adversely

impact our operations

which could have

a material

adverse effect

on our business,

operating results

and financial

condition.

Flooding at

our discontinued

underground

operations

may cause

us to incur

liabilities

for environmental

damage.

If the rate

of rise of

water is not

controlled,

water from

our abandoned

underground mining

areas and

active TSFs

could potentially

rise

and come

into contact

with naturally

occurring

underground

water or

decant into

surrounding

underground

mining areas

and could

ultimately

also

rise to surface. Progressive

flooding of these abandoned

underground mining areas

and surrounding underground

mining areas could eventually

cause the

discharge of

polluted water

to the surface

and to local

water sources.

Should underground water levels

not reach a natural subterranean

equilibrium, and if underground

water rises to the surface, we may

face claims

relating

to environmental

damage.

Any such

claims

may have

a material

adverse

effect on

our business,

operating

results

and financial

condition.

An increase

in production

costs could

have an adverse

effect on our results

of operations.

An increase

in our production

costs will

impact our

results of

operations.

Production

costs are

affected by,

inter alia

•

rising global

and national

inflation;

•

labor stability,

productivity

and increases

in labor costs;

•

increases

in electricity

and water prices;

•

increases

in crude oil

and steel

prices;

•

changes in

regulation;

•

unforeseen

changes in

ore grades

and recoveries;

•

unexpected

changes in

the quality

or quantity

of reserves;

•

technical

production issues;

•

availability

and cost of

smelting and

refining arrangements;

•

environmental

and industrial

accidents;

•

gold theft;

•

shortages

or availability

of materials

used in production;

•

environmental

factors; and

•

pollution.

Our production costs

consist mainly

of materials

including reagents

and steel, labor, electricity,

specialized

service providers,

machine

hire,

security,

water, fuels,

lubricants

and other

oil and

petroleum-based

products.

Production

costs

have in

the past,

and could

in the

future,

increase

at rates

in excess

of our

annual inflation

rate and

impact our

results

of operation

and can

result in

the restructuring

of these

operations

at substantial

cost.

The transitional arrangement regarding wage increases with the workforce at

FWGR when these

employees were incorporated into

DRDGOLD have now come to an end. A three-year

wage agreement was reached

with organized labor at FWGR in November

2021 and wage

negotiations

are currently

under

way at

the ERGO

operations

after the

extended

agreement

came to

an end

on June

30, 2022.

A new

wage

agreement

was concluded

after June

30, 2022.

Increases in production

costs, if material,

will adversely

impact our results

of operations.

In addition, any initiatives

that we pursue to

reduce costs, such as reducing our reliance on Eskom’s grid through self-generation of power, for example through the

Solar Power project at

Ergo, reducing

our labor

force, a

reduction

of the corporate

overhead,

negotiating

lower price

increases

for consumables

and cost

controls

may not

be successful

or sufficient to offset the

increases affecting

our operations and could

adversely affect

our business, operating

results and financial

condition.

Uncertainties regarding

the

impact

the

COVID-19

pandemic

and

potential new

variants could

impact

current

and

future

operations

The risk related

to the impact of the COVID-19

pandemic is not isolated

to health and safety

for our employees

and disruptions to

our

operations,

but has manifested

as a risk in

terms of

social stability

as well as

economic activity

and growth

both in South

Africa and

globally. The

national

state

of disaster

imposed

by the

South African

Government

ended on

April 4,

2022,

which reduced

the overall

risk related

to the

pandemic.

We continue to monitor

the risk related

to the COVID-19

pandemic and

have measures

in place to

react in the

case that the

COVID-19 pandemic

worsens.

We have benefitted

from the increase

in dollar gold

prices and

weakening of the

rand/dollar

exchange rate

driven at least

in part by the

impact of

the COVID-19

pandemic.

Dollar gold

prices may

decrease and

the rand/dollar

exchange rate

may strengthen

as the global

impact of

the

COVID-19 pandemic

is alleviated.

Uncertainties

regarding supply

chain

The

global

economic

environment,

geopolitical

tensions

well

inflationary

pressures

worldwide

have

highlighted

the

interdependencies

of supply

chains.

The risk

of dependency

on key

suppliers

requires

ongoing focus

and proactive

management.

The unavailability

of critical

material

such as

reagents

and critical

equipment

may affect

production

and operating

costs

resulting

in loss

of revenue.

Delays

in supplies,

freight costs

and higher

than inflationary

increases

for capital

equipment are

crucial elements

for new projects.

Our operations

are subject

to extensive

environmental

regulations

which could

impose significant

costs and liabilities.

Our operations are subject to increasingly extensive laws and regulations governing the protection

of the environment under various

state, provincial

and

local

laws,

which

regulate air

and

water

quality,

hazardous waste

management and

environmental rehabilitation and

reclamation.

Our mining and related activities have

the potential to impact the environment, including land,

habitat, streams and environment

near the mining sites. Failure to comply with environmental

laws or delays in obtaining,

or failures to obtain

government permits

and approvals

may adversely impact

our operations.

In addition, the regulatory

environment

in which we operate

could change in ways

that could substantially

increase

costs of compliance,

resulting in

a material

adverse effect

on our profitability.

We have incurred, and expect to incur in the future, expenditures to comply with these

environmental laws and regulations.

We have

estimated our aggregate

group Provision for

Environmental Rehabilitation at a

net present

value of

R517.7 million which is

included in

our

statement

of financial

position

as at

June 30,

2022

(Refer

to Item

18. ‘‘Financial

Statements

- Note

11 –

Provision

for environmental

rehabilitation”).

However, the ultimate amount of rehabilitation costs may in the future exceed the current estimates due to factors beyond our control, such as

changing legislation,

higher than expected

cost increases,

or unidentified

rehabilitation

costs. We used to fund these environmental

rehabilitation

costs by making contributions over the life of the mine to

environmental trust funds or funds held in insurance instruments established

for our

operations.

During fiscal

year 2022

changed the

method of

provision to

funds held

insurance products.

any

our operations

are

prematurely

closed,

the rehabilitation

funds may

be insufficient

to meet

all the

rehabilitation

obligations

of those

operations.

The closure

of mining

operations,

without sufficient

financial

provision for

the funding

of rehabilitation

liabilities,

or unacceptable

damage to

the environment,

including

pollution or

environmental

degradation,

may expose

us and our directors

to prosecution,

litigation

and potentially

significant

liabilities.

Damage to

tailings dams

and excessive

maintenance

and rehabilitation

costs could

result in

lower production

and health,

safety and

environmental

liabilities.

Our tailings

facilities

are exposed to

numerous risks

and events,

the occurrence

of which may

result in the

failure, breach

or damage of

such a facility. These may include sabotage, failure by our employees

to adhere to the codes of practice and natural disasters such as excessive

rainfall and seismic events, any of which could force us to stop or limit operations. This is further impacted and expected to intensify with the

effects of climate change. In

addition, the dams could overflow or

a side wall

could collapse and the

health and safety of

our employees and

communities living around these dams could be jeopardized. In the event of

damage to our tailings facilities, our operations will be adversely

affected and

this in turn

could have

a material

adverse effect

on our business,

operating results

and financial

condition.

Due to the

nature of our

business, our

operations

face extensive

health and safety

risks and regulation

of those risks.

Gold mining

is exposed

numerous risks

and events,

the occurrence

which may

result in

the death

of, or

personal injury,

employees.

According to

section 54

of the Mine,

Health and

Safety Act

of 1996, if

an inspector

believes

that any

occurrence,

practice or

condition

at a mine

endangers

or may endanger

the health

or safety

of any person

at the mine,

the inspector

may give

any instruction

necessary

to protect

the

health or safety

of persons at

the mine. These

instructions

could include

the suspension

of operations

at the whole

or part of the

mine. Health

and

safety incidents

could lead to mine operations

being halted and that will

increase our unit production

costs, which could

have a material adverse

effect on our

business,

operating results

and financial

condition.

Events may

occur for which

we are not

insured which

could affect

our cash flows

and profitability.

Because of

the nature of

our business,

we may become

subject to liability

for pollution

or other hazards

against which

we are unable

insure or are

not insured, including those in

respect of past mining activities. Our existing property,

business interruption and other insurance

contains certain exclusions

and limitations on coverage.

The insured value for property and loss of profits due to business

interruption is R14.7

billion, with a total loss limit

of R1 billion for Ergo and R650 million for FWGR

for the 2023 fiscal year. Business interruption

is only covered

from the time the loss occurs

and is subject to time and amount

deductibles that

vary between categories.

To cover legal liability to third parties

for damage, injury,

illness or death a

total of R1

billion insurance cover is in

place for the

2023 fiscal

year, subject to

certain exclusions and

limitations

on coverage.

Insurance coverage

may not cover the extent of claims brought against us, including

claims for environmental,

industrial or pollution

related accidents, for which coverage

is not available. If we are required to meet the costs of claims,

which exceed our insurance coverage,

this

could have

a material

adverse effect

on our business,

operating results

and financial

condition.

If we are

unable to attract

and retain

key personnel

our business

may be harmed.

The success

of our

business

will depend,

in large

part, upon

the skills

and efforts

of a

small

group of

management

and technical

personnel

including the positions

of Chief Executive Officer

and Chief Financial Officer. In addition, we compete with mining and other companies on a

global basis to

attract and retain key

human resources at

all levels with

appropriate technical skills and operating

and managerial experience

necessary to operate the

business. Factors critical to retaining our present staff and attracting additional highly qualified personnel

include our

ability to

provide these individuals with

competitive compensation arrangements, and other benefits. If

we are

not successful in

retaining or

attracting highly

qualified individuals

in key management positions,

our business may be harmed.

We do not maintain “key man” life insurance

policies on

any members

of our executive

team. The loss

of any of our

key personnel

could delay

the execution

of our business

plans, which

may

result in

decreased

production, increased

costs and decreased

profitability.

We are subject to

operational

risks

associated

with our flotation

and fine-grind

(FFG) project.

Our flotation

and fine-grind

project, implemented

in fiscal

year 2014, is

designed to

improve extraction

efficiencies.

Certain

components

of the FFG

were temporarily

halted in

the first

quarter

of fiscal

year 2020

to perform

an evaluation

and compare

the

additional revenues earned from additional gold extracted

from the most recently integrated reclamation sites compared to the cost incurred to

operate the FFG circuit.

The remaining components

of the FFG continue to operate.

Testing on the newly integrated material

has suggested that

some of these

halted components

will only operate

in subsequent

years once the

related reclamation

sites have

been brought

online in accordance

with the current life of mine plan for ERGO. These halted components

are classified as idle assets until

they are brought back into operation

described.

The

success of

the

FFG is

directly dependent on

the

material type

and

material mix

processed through

it.

Therefore, the

halted

components will

remain idle

pending the continuation

and conclusion

of various test

work regarding

the material

type and material

mix of future

reclamation

sites.

Firm decisions

have also

not yet

been made

by the executive

committee

and the

Board of

Directors

on the

future of

the FFG.

remain subject

to operations

risks relating

to the FFG

project.

A disruption

in our information

technology

systems, including

incidents

related to

cyber security,

could adversely

affect our

business

operations.

rely

the

accuracy,

availability and

security

our

information technology

systems. Despite

the

measures

that

have

implemented,

including

those

to cyber

security, our

systems

could be

breached

or damaged

by computer

viruses

and systems

attacks,

natural

or man-made

incidents,

disasters

or unauthorized

physical or

electronic

access.

Any system

failure, accident or

security breach could

result in

business disruption, theft

of our

intellectual property, trade

secrets

(including

our proprietary

technology),

unauthorized

access to,

or disclosure

of, personnel

or supplier

information,

corruption

of our data

or of our

systems,

reputational

damage

or litigation.

We may also

be required

to incur

significant

cost to

protect

against

or repair

the damage

caused

by these

disruptions or

security breaches in

the future,

including, for

example, rebuilding internal

systems, implementing additional threat

protection

measures, defending

against litigation,

responding to regulatory

inquiries or

actions, paying

damages, or taking

other remedial

steps with respect

to third parties.

These threats

are constantly

evolving,

thereby

increasing

the difficulty

of successfully

defending

against

them or

implementing

adequate

preventative

measures and

we remain

subject to

additional

known or unknown

threats.

In some instances,

we may be

unaware of

an incident

or its

magnitude and effects. We

may be

susceptible to new and emerging

risks,

including cyber-attacks and phishing, in the evolving landscape of

cybersecurity

threats. Given

the increasing

sophistication

and evolving

nature of

these threats,

DRDGOLD cannot

rule out the

possibility

of them

occurring in the future. An extended

failure of critical system

components, caused by accidental,

or malicious actions, including

those resulting

from a cyber

security attack,

could result

in a significant

environmental

incident, commercial

loss or interruption

to operations.

In addition,

from

time

to time,

we implement

updates

to our

information

technology

systems

and software,

which

can disrupt

or shutdown

our information

technology

systems.

Information

technology

system disruptions,

if not

appropriately

addressed

or mitigated,

could have

a material

adverse effect

on our operations.

Risks related

to the gold

mining industry

A change in

the dollar

price of gold,

which in the

past has fluctuated

widely, is beyond

our control.

Historically,

the gold

price has

fluctuated

widely and

is affected

by numerous

industry factors

over which

we have

no control

including:

•

a significant

amount of above-ground

gold in the

world that

is used for

trading by investors;

•

the physical supply of gold from world-wide production and scrap sales, and the purchase, sale or divestment by central banks of their gold

holdings;

•

the demand

for gold for

investment

purposes, industrial

and commercial

use, and in

the manufacturing

of jewelry;

•

speculative

trading activities

in gold;

•

the overall

level of forward

sales by other

gold producers;

•

the overall

level and cost

of production

of other gold

producers;

•

international

or regional

political

and economic

events or

trends;

•

the strength

of the dollar

(the currency

in which gold

prices generally

are quoted)

and of other

currencies;

•

financial

market expectations

regarding the

rate of inflation;

•

interest

rates;

•

gold hedging and de-hedging by gold producers; and

•

actual or expected gold sales by central banks and the International Monetary Fund.

During fiscal

year 2022 the

gold price reached

a high of U$2,070

per ounce

and a low of

U$1,684.

We benefited from

a sustained

high

gold price

due to slow

global economic

recovery,

economic uncertainty

and geopolitical

tensions.

Investors globally, as they have in so many previous times

of crisis, turned to gold and gold stocks as a safe haven asset,

leading to a

sustained high gold price for fiscal 2022 after the highs experienced

in fiscal 2021.

The rand/dollar exchange

rate remained volatile throughout

fiscal 2022 mainly as a result

of economic uncertainty

and perceived political

instability,

increase of interest

rates by the US Federal Reserve

they attempt

to reduce

inflation,

global market

slowdown

sentiment,

Ukraine

conflict,

tensions

between the

USA and

China, low

economic

growth

and increased load shedding from Eskom as it struggles to keep up with demand., and a continually distressed Eskom. Further volatility

in the

Rand was fueled by Moody’s

upgrading of South Africa’s sovereign credit rating to stable after the rating was

downgraded to sub-investment

grade in fiscal

2021.

The factors

mentioned above

could put

negative pressure on

the price

gold or

the rand/dollar

exchange rate in

the future.

Our

profitability may

be negatively impacted

by a decline in the gold price as

we incur losses when revenue

from gold sales drops below

the cost of

production for

an extended

period.

The

exploration

mineral

properties

highly

speculative

nature,

involves

substantial

expenditures,

and

frequently

unproductive.

Exploration is highly speculative

in nature and requires

substantial expenditure for drilling,

sampling and analysis of

ore bodies to

quantify the extent of the gold reserve. Many gold exploration

programs,

including some

of ours, do

not result

in the discovery

of mineralization

and any mineralization

discovered may not be of sufficient

quantity or quality to be mined profitably. If we discover

a viable

deposit, it usually

takes several years from the initial phases of exploration

until production is possible.

During this

time, the economic

feasibility of

production

may change.

Moreover, we rely on

the evaluations of professional geologists, geophysicists, and

engineers for estimates in determining whether

to commence or continue mining. These estimates

generally rely on scientific and economic assumptions, which

in some instances may not be

correct, and

could result

in the

expenditure of

substantial amounts

of money

on a

deposit before

it can

be determined

with any

degree of

accuracy whether

the deposit

contains economically

recoverable mineralization.

Uncertainties as

to the

metallurgical recovery

of any

gold

discovered may not warrant mining based on available technology.

Our future

growth and profitability

will depend,

in part, on

our ability

to identify

and acquire

additional

mineral rights,

and on the costs

and results

of our continued

exploration

and development

programs. Our business focuses

mainly on the extraction of gold from tailings, which

is a

volume driven

exercise. Only

significant deposits

within proximity

of services

and infrastructure

that contain

adequate gold

content to

justify the significant capital investment associated with plant,

reclamation and deposition infrastructure are suitable for exploitation

in terms

of our model. There is a limited supply of these deposits which may inhibit exploration and developments,

especially in a declining gold price

environment.

Because of these uncertainties, we may not successfully acquire additional mineral rights, or identify new Proven and Probable Ore

Reserves in sufficient quantities to justify commercial operations in any of our operations. The costs incurred on exploration activities that do

not identify commercially exploitable reserves of gold are not likely to be recovered and therefore are likely to be impaired.

There is inherent uncertainty in Mineral Reserves

and Mineral Resources estimates.

Our Mineral Reserve and Mineral Resources figures described in this

document are the best estimates of our current management as

of the dates stated and are

reported in accordance with the requirements

of the SEC’s Regulation S-K (Subpart 1300). These

estimates may not

reflect actual Mineral Reserves and Mineral Resources or future production.

Should we encounter mineralization

or formations different from those

predicted by past drilling,

sampling and similar examinations,

reserve estimates

may have to be adjusted

and mining plans

may have to be altered

in a way that might ultimately

cause our reserve

estimates to

decline. Moreover,

if the rand price

of gold declines,

or stabilizes

at a price

that is lower

than recent

levels,

or those assumed

in our mining

plans,

or if our

labor, water, steel, electricity and other production costs increase or recovery rates decrease, it may become uneconomical to recover

Mineral Reserves

and Mineral Resources,

particularly

those containing

relatively lower

grades of mineralization.

Under these circumstances,

would be required

to re-evaluate our Mineral

Reserves and Mineral

Resources.

Short-term operating

factors relating

to the ability to reclaim

our

Mineral Reserves,

at the required

rate, such

as an interruption

or reduction

in the supply

of electricity,

limited deposition

capacity or

a shortage

water may have

the effect that we

are unable to

achieve critical

mass, which may

render the recovery

of Mineral Reserve,

or parts of the

Mineral

Reserve

no longer

feasible,

which

could

negatively

affect

production

rate

and costs

and decrease

our profitability

during

any given

period.

Estimates

of Mineral Reserves

and Mineral Resources

are based on drilling

results and because

unforeseen conditions

may occur in these

mine dumps that

may not

have been

identified

by the

drilling results,

the actual

results

may vary

from the

initial estimates.

These factors have in the past and

could

in the future result in reductions in our

Mineral Reserves

and Mineral

Resources estimates and as a result, our production, which could in turn

adversely impact the total value of our mining asset base and our business, operating results and financial condition.

Gold mining is susceptible to numerous events that could have an adverse impact on a gold mining business.

The business of gold

mining is exposed to numerous

risks and events, the

occurrence of which

may result in the

death of or personal

injury to

employees, the

loss of mining

and reclamation

equipment, damage

to or

destruction of

mineral properties

or production

facilities,

monetary losses,

delays in

production, environmental

damage, loss

of the

license to

mine and

potential legal

claims. The

risks and

events

associated with the business of gold mining include:

●

environmental

hazards and pollution,

including dust generation,

toxic chemicals,

discharge of metals, pollutants,

radioactive materials

and other

hazardous

material

into the air

and water;

●

flooding, landslides,

sinkhole formation,

ground subsidence,

ground and

surface water

pollution and

waterway

contamination;

●

a decrease

in labor productivity

due to labor

disruptions,

work stoppages,

disease, slowdowns

or labor strikes;

●

unexpected

decline of

ore grade;

●

metallurgical

conditions or

lower than

expected gold

recovery;

●

failure of

unproven or evolving

technologies;

●

mechanical

failure or

breakdowns

and ageing

infrastructure;

●

energy and electrical

power supply

interruptions;

●

availability

of water;

●

injuries to

employees

or fatalities

due to falls

from heights

and accidents

relating to

mobile machinery

or electrocution

or other causes;

●

activities

of illegal

or artisanal

miners;

●

material

and equipment

availability;

●

legal and

regulatory

restrictions

and changes

to such restrictions;

●

social or

community disputes

or interventions;

●

accidents

caused from

the collapse

of tailings

dams;

●

pipeline failures

and spillages;

●

safety-related

stoppages;

and

●

corruption, fraud and theft including

gold bullion

theft.

The occurrence of any of these

hazards could delay production,

result in losses, or increase

production costs or decrease

earnings and

may result

in significant

legal claims

and adversely

impact our

business results

of operations

and financial

condition.

Risks related

to doing business

in South Africa

Political or

economic

instability

in South Africa

may reduce

our production

and profitability.

We are incorporated

in South

Africa

and all

our operations

are currently

in South

Africa.

As a

result,

political

and economic

risks relating

to South Africa could have a significant

effect on our production and profitability. Large

parts of the South African population

are unemployed

and do not

have access

to adequate

education,

health care,

housing and

other services,

including water

and electricity.

Government

policies aimed

at alleviating and

redressing the disadvantages suffered by

most citizens under previous

governments may increase our

costs and

reduce our

profitability. In

recent years,

South Africa

has experienced

high levels of

crime. These

problems may

impede fixed

inward investment

into South

Africa and

increase emigration

of skilled

workers and

as a result,

we may have

difficulties

retaining qualified

employees.

The sustained

high unemployment

rate of

33.9% and 46.5%,

for 2022,

amongst the

youth has

increased

the risk

of social

unrest,

such as

protests and conflict, in our surrounding communities

already created from a growing frustration

of society at large on slow reformative action

being taken by all spheres of the South African government, specifically,

in combating unemployment particularly

in the youth of the country.

This frustration was a contributing

factor that led to social unrest, people committing

crimes, vandalising

property, and damaging infrastructure

during July 2021. A prolonged economic downturn

could result in an extended period of high unemployment,

further exacerbating

anti-mining

sentiments

in South Africa.

Furthermore,

the rise

of ESG factors,

such as electricity

usage, social

unrest, social

license to

operate, climate

change,

water usage

and environmental

stewardship,

in investment

decisions may

result in divestment

in the mining

sector.

Inflation can

adversely

affect us.

The inflation

rate in

South Africa

is relatively

high compared

to developed,

industrialized

countries,

although many

countries

around the

world are

currently

facing inflation

challenges.

As of June

30, 2022, the

annual Consumer

Price Inflation

Index (“

CPI

”),

stood at 7.4%

compared

to 4.9%

in June 2021 and 2.2%

in June 2020. Annual CPI was

7.5%

as at September 30, 2022. Inflation

in South Africa generally

results

in an

increase in our rand operational

costs.

Higher and sustained inflation

in the future, with a consequent increase

in operational costs could have a

material adverse effect on our results of operations and our financial condition and could result in operations being discontinued

or reduced or

rationalized,

which could

reduce our profitability.

The treatment of

occupational health diseases and

the potential liabilities related

to occupational health

diseases may have

adverse effect

on the results

of our operations

and our financial

condition.

We may be subject

to claims

relating to occupational

health diseases

and we are

currently

subject to

legal action

described below.

In January 2013, DRDGOLD, East Rand Proprietary Mines Limited (“

DRDGOLD Respondents

”) and 23

other mining companies

(“

Other Respondents

”) (collectively

referred

to as "

Respondents

") were

served with

a court

application

issued in

the High

Court of

South Africa

for

class certification

behalf of

former mineworkers

and

dependents of

deceased mineworkers

(“

Applicants

”).

the

application the

Applicants allege

that

the

Respondents conducted

underground mining

operations in

negligent and

complicit manner

causing the

former

mineworkers to contract

occupational lung diseases.

The Applicants have as yet not quantified

the amounts which they are demanding

from the

Respondents

in damages.

On May

3, 2018, former mineworkers and dependents of

deceased mineworkers (“

Applicants

”) and

Anglo American South Africa

Limited,

AngloGold

Ashanti

Limited,

Sibanye

Gold Limited

trading as

Sibanye-Stillwater,

Harmony Gold

Mining Company

Limited,

Gold Fields

Limited, African Rainbow Minerals Limited and certain of their affiliates (“

Settling Companies

”) settled the class certification application in

which the Applicants

in each sought to certify

class actions against

gold mining houses

cited therein on behalf

of mineworkers who had worked

for any of

the particular

respondents

and who suffer

from any occupational

lung disease,

including silicosis

or tuberculosis.

The DRDGOLD

Respondents,

are not a

party to the

settlement

between the

Applicants

and Settling

Companies.

The dispute,

insofar as

the class certification

application

and appeal

thereof is concerned,

still stands

and has not

terminated

in light of the

settlement

agreement (refer to

Item 18. “Financial

Statements

- Note 26 – Contingencies”).

An adverse judgment in the claim described above or any other claim could have an adverse impact on us.

We have experienced

an increase

in organised

crime activities

which have

started to

target gold

plants.

In October

2019, a number

of companies,

including our

Knights and

Ergo plants,

were subject

to armed attacks

targeting the

gold in the

plants or high-grade

gold bearing material.

These incidents were

very well organised and

in all the incidents the

thieves were armed.

In some of

the incidents

employees

of companies

were also held

hostage until

the targeted

material was

obtained. In

the 2019 incident,

a security

officer was

fatally injured.

Any such incidents have

and may still

result in losses of

gold or

other damage which could

have a

material adverse impact on our

business,

financial

results or

condition.

Theft at our

sites, particularly

of copper and

pipelines,

may result

in greater

risks to employees

or interruptions

in production.

Crime statistics

in South Africa

indicate an

increase in

theft. This

together with

price increases

for copper and

steel has resulted

in theft

of copper

cables

and pipelines.

Our operations

experience

high incidents

of copper

cable

theft and

pipelines

despite

the implementation

of enhanced

security measures

which have increased

our security

spend. At times,

the incidences

have resulted

in serious injuries

of our security

personnel.

addition to

the general

risk to

employees’

lives in

an area

where theft

occurs, we

may suffer

production

losses and

incur additional

costs as

a result

of power interruptions

caused by

cable theft

and theft of

bolts used

for the pipeline.

Power stoppages

or shortages

or increases

in the cost

of power could

negatively

affect our results

and financial

condition.

Our mining operations

are dependent on electrical

power supplied by Eskom,

South Africa’s state-owned

utility company. As a result

of insufficient generating

capacity, owing to poor maintenance and lagging capital

infrastructure

investment, South Africa has faced significant

disruptions

in electricity

supply in

the past

and Eskom

has warned

that the

country could

continue to

face disruptions

in electrical

power supply

the foreseeable

future. Loadshedding

has intensified

over the past

year.

The security

of future

power supply

as well

as the

cost thereof

remains a

risk and

may have

major implications

for our

operations,

which

may result in

significant production losses.

The country’s

current reserve capacity may be

insufficient and the

risk of

electricity stoppages is

expected to continue for the foreseeable

future. Supply interruptions

because of this as well as an aging and poorly maintained distribution

grid

may pose a

significant

risk to the

operations.

The Group has a load-curtailment agreement in

place with Eskom in terms of which

we reduce power consumption by between 10%

and 20% when the grid is under pressure, but Eskom maintains uninterrupted power supply to the operations.

Eskom has

approached

the National

Energy Regulator

of South Africa

(“

NERSA

”) for a

32% increase

in tariffs

for 2023,

a request

that

has been met

by strong push

from business

and society.

These increases

have had an adverse

effect on our

production

costs and

similar or higher

future increases

could have

a material

adverse effect

on our operating

results and

financial

condition.

In February 2019,

the President of

South Africa announced the

vertical unbundling of Eskom

to improve efficiencies and

have an

independent

grid operator

and open

competition

for energy

generation

at lower

cost to

the consumer.

While full

state

ownership

will be

maintained,

the unbundling

is expected to result

in the separation

of Eskom’s generation,

transmission

and distribution

functions into

separate entities,

which

may require legislative

and/or policy

reform. The unbundling

is expected to be completed

by December 2022 for the

generation and distribution

functions.

Poor reliability

of the

supply of

electricity

and instability

in prices

through the

unbundling

process

is expected

to continue.

Eskom’s coal

fired power plants

have not performed

well for a number of years,

with national rotational

power cuts (load

shedding) having

been implemented

intermittently through the last number of

fiscal years.

Should we

experience further power tariff increases, our business operating results and

financial

condition may

be adversely

impacted.

Ergo is currently

developing a

Solar Power

Plant to reduce

its reliance

on Eskom and

to reduce

its future

cost of electricity

but we face

risks in the

development

of this plant

as such plant

may not be completed

within expected

timeframe or

budget and may

not reduce

our

dependence

on Eskom as

expected.

Ergo

currently

disputing

the

electricity

tariff

charged

Ekurhuleni

Metropolitan

Municipality

(refer

Item 18.

“Financial

Statements

- Note 24 –

Payments made

under protest”).

Risks related

to climate

change

Extreme weather

As a result

of climate

change,

our operations

are exposed

to severe weather

events that

has in the past

and could interrupt

production.

Major property, infrastructure

and/or environmental damage

as well as loss of human life could be caused by extreme weather events. Extreme

weather conditions

such as

droughts,

extreme rainfall

and high wind

volumes are

on the increase.

Specifically, we

have experienced

an increase

intensity of events, such as thunderstorms on the Highveld, where our operations

are situated. It is believed that the long-term upward trend in

global temperature

is directly

correlated

with the increase

in global severe

weather events

both in terms

of magnitude

and frequency.

For example,

dry weather

conditions

have prompted

level 2

water restrictions

on residential

water users

in the Johannesburg

area. These

water restrictions remain in place as at September 30, 2022.

Severe thunderstorms

and high winds,

especially during the summer rainy season,

may also cause damage to

operation infrastructure that may in turn cause an

interruption in the production of gold.

Such incidents and other

weather

events

may damage

the facility

and may

result

in water

shortages

which can

impact our

operations

and cause

the interruption

of deposition

and gold production

until the

facility is

repaired

or alternative

deposition is

brought online.

Scarcity

of water may

negatively

affect our operations.

South Africa

is a relatively

dry area and

predictions

are that

dry conditions

will escalate.

South Africa

faces water

shortages,

which may

lead to the

revision of

water usage

strategies

by several

sectors in the

South African

economy, including

electricity

generation and

municipalities.

This may result in rationing

or increased water

costs. Such changes

would adversely

impact our surface

retreatment operations,

which use water

to transport

the slimes

or sand from reclaimed

areas to the

processing plant

and to the tailings

facilities.

In addition,

as our gold plants

and piping

infrastructure were designed to carry certain minimum throughputs, any reductions in the volumes of available water may require us to

adjust

production at

these operations.

DRDGOLD invested R22 million in the construction

of a filtration plant at the Rondebult Waste Water

Works (operated by the East

Rand Water Care Company) to

treat sewage water to reduce the use of

potable water. This water is used

both to reclaim and carry production

materials and

also,

ultimately,

irrigate rehabilitation

vegetation at

significantly lower

cost

than

that

potable

water.

The

plant

was

commissioned in early fiscal

year 2016 and has design capacity to provide Ergo with 10 Mega Litres (“

”) a day from the Rondebult sewage

treatment facility.

However, due to the deterioration

of the local government

authorities’ infrastructure,

the expected quantity

of sewerage is not

reaching the

treatment

facility and

as a result

Ergo is still

not able to

extract

the full design

capacity

of 10 Ml of

water a

day.

It is not

certain if

and

when the flow

of sewerage

will reach

expected levels.

These measures may not be sufficient to alleviate the water scarcity issues we face.

Risks related

to government

regulation

Government

policies in

South Africa

may adversely

impact our operations

and profits.

The mining

industry in

South Africa

is extensively

regulated through legislation

and regulations issued

through the

government’s

administrative

bodies. These

involve directives

in respect

of health

and safety, the

mining and

exploration

of minerals

and managing

the impact

mining operations on

the environment. A

variety of

permits and

authorities are

required to

mine lawfully,

and

the government

enforces its

regulations through the

various government departments. Lack

communication between government and

regulators as

well as

ineffective

regulators remains

an issue that may increase

the cost of compliance

and obtaining permits.

The formulation or

implementation of government

policies may be discretionary and unpredictable on certain issues, including changes

in conditions for the issuance of licenses insofar as

social

and labor plans

are concerned, transformation of

the workplace, laws relating

to mineral rights, ownership

of mining assets and

the rights to

prospect and mine,

additional taxes

on the mining

industry and in

extreme cases,

nationalization. A change

in regulatory or

government policies

could adversely affect our business.

Mining royalties

and other

tax reform

could have

an adverse

effect on the

business,

operating results

and financial

condition

of our

operations.

The

Mineral

and

Petroleum

Resources

Royalty

Act,

No.28

2008

and

the

Mineral

and

Petroleum

Resources

Royalty

Act

(Administration),

No.29 of 2008

govern royalty

rates for

gold mining

in South Africa.

These acts

provide for

the payment

of a royalty, calculated

through a

royalty rate

formula (using

rates of

between 0.5%

and 5.0%)

applied against

gross revenue

per year, payable

half yearly

with a third

and

final payment

thereafter.

The royalty

is tax

deductible

and the

cost after

tax amounts

to a

rate of

between

0.33% and

3.3% at

the prevailing

marginal

tax rates

applicable

to the taxed

entity. The royalty

is payable

on old

unconverted

mining rights

and new

converted

mining rights.

Based on

a legal

opinion

the

Company

obtained,

mine

dumps

created

before

the

enactment

the

Mineral

and

Petroleum

Resources

Development

Act

(“

MPRDA

”) fall outside the ambit of

this royalty and consequently the Company does not pay any royalty on any

dumps created prior to the

MPRDA. Introduction

of further

revenue

based royalties

or any adverse

future tax

reforms

could have

an adverse

effect on

our business,

operating

results and

financial

condition.

Failure to comply with the requirements

of the Broad Based Socio-Economic Empowerment

Charter 2018 could have an adverse

effect on our

business,

operating results

and financial

condition of

our operations.

In April

2018, judgment

was handed

down by the

North Gauteng

High Court

in Pretoria

against a

provision in

the 2010 Mining

Charter

regarding

the “once

empowered

always empowered”

principle.

This principle

refers

to whether

a mining

company, after

the exit

of a Black

partner

that held a

stake in the

company consequent

to a result

of a Black

Economic Empowerment

(“

BEE

”) transaction,

continues to

be BEE compliant.

The judgment

was appealed

by the DMRE.

The DMRE

in August

2020, withdrew

their notice

to appeal

to the

Supreme

Court of

Appeal in

respect

of the judgment

issued in

April 2018

by the Pretoria

High Court.

On September

27, 2018,

the Broad-Based

Socio-Economic

Empowerment

Charter

for the

Mining

and Minerals

Industry, 2018

(“

Mining

Charter 2018

”) was

published in

Government Gazette No.

41934 of

Government Notice No.

639 on

September 27,

2018 superseding and

replacing all previous

charters, including

the Reviewed Broad-Based

Black Economic Empowerment

Charter for the South African

Mining and

Minerals

Industry, 2016 (“

Mining Charter

III

”).

Mining Charter

2018 requires,

inter alia

, an enduring

30% BEE

interest

in respect

of new mining

rights.

It also

has extensive

provisions

respect

Historically Disadvantaged

Persons

(“

HDP

”)

representation at

board

and

management, as

well

provisions

relating

local

procurement

of goods and

services.

The procurement

target of the

total spend

on services

from South

African companies

has been pegged

at 80%

(up from 70%

in Mining

Charter III)

and 60% of

the aggregate

spend thereof

must be apportioned

to BEE entrepreneurs.

In March 2019,

the Mineral

Council of

South Africa

brought an application

in the High

Court, Pretoria

for a judicial

review and

setting aside

of certain

provisions in

Mining Charter

2018.

In June

2020, the

High Court

ordered

the Minerals

Council

to join

parties

representing

communities,

trade unions

and BEE

entrepreneurs

as a prerequisite

to the continuation

of the lawsuit,

as they have

a direct and

substantial

interest in

the outcome

of the litigation.

On September

21, 2021,

the High

Court of

South Africa

ruled that

the Mining

Charter

2018 is

not binding

subordinate

legislation

but an

instrument of policy. This ruling affirmed that the Minister

of Mineral Resources and Energy (“

MRE Minister

”) was not entitled to make law

through the

Mining Charter

2018 to

require

30% HDP

ownership

for the

renewal

of existing

mining rights.

The MRE

Minister

confirmed

that they

will not appeal

the ruling.

DRDGOLD cannot guarantee

that it will meet all the targets set out by the Mining Charter 2018. For example,

if the Mining Charter

2018 were

to remain

in its current

form, there

is no assurance

that the goods,

services

and supplies

in South Africa

would be sufficient

to allow us

meet the

targets.

More specifically,

DRDGOLD may

not

able to

meet the

requirement that

80%

total mining

goods and

services

procurement spend be on South African-manufactured

goods due to an insufficient number of suppliers in South Africa

with heavy equipment.

DRDGOLD may be required to increase participation by HDP in senior positions and allocate additional resources

for the development of the

mine community, human resources,

sustainability, procurement

and enterprise. DRDGOLD

may also be required to make further adjustment

the ownership

structure of

its South African

mining assets,

including increasing

the ownership

of HDP, in order to meet

the Mining Charter

2018

requirements.

Any such additional

measures could

have a material

adverse effect

on our business,

operating results

and/or financial

condition.

In addition,

if we are

unable to

obtain sufficient

representation

of HDP at

the board

level and

in management

positions

or if there

are not

sufficient succession

plans in place, this could have a material adverse

effect on our business (including resulting

in the imposition of fines and

having

negative effect

production levels),

operating results

and

financial position.

relation to

this,

the

mining

industry,

including

DRDGOLD, continues

to experience a global shortage of qualified senior

management and technically

skilled employees.

DRDGOLD may be

unable to hire

or retain appropriate

senior management,

technically

skilled employees

or other management

personnel, or

may have to

pay higher

levels of

remuneration

than it currently

intends in

order to do

so.

Also, there is no

guarantee that

any steps DRDGOLD has

already taken or

might take in

the future will

ensure the retention

of its

existing mining rights, the successful renewal of its existing mining rights, the granting of applications for

new mining rights or that the terms

of renewals of its mining

rights would not be significantly less favourable

than the terms of its current

mining rights. Any further adjustment

the

ownership

structure of

DRDGOLD’s South

African mining

assets in

order

meet the

abovementioned

requirements

could have

material adverse effect on the value of DRDGOLD’s securities

Refer to

Item 4B. Business

Overview – Governmental

regulations

and their effect

on our business

– The Broad

Based Socio-Economic

Empowerment

Charter.

Government

policies in

South Africa

may adversely

impact our operations

and profits

related to

financial

provisioning

for

rehabilitation.

An amendment to the MPRDA was first proposed in 2013. The amendment bill, if implemented, would have had a material adverse

impact

on the Group's

estimated

financial

provisions

for environmental

remediation

and management

due to

the proposed

inclusion

of historic

and

old mine dumps

in the definition

of “residue

stockpiles”

as well as the

extension of

the liability

for rehabilitation

beyond the issuance

of a closure

certificate and the requirement to maintain financial provision for

closed sites within a

period of 20

years after a

site is closed.

The MPRDA

Amendment Bill

was withdrawn

in August 2018

by the MRE Minister,

citing, amongst

other things,

the adequacy

of the current

MPRDA to deal

with all regulatory

matter pertaining

to the mining

and petroleum

industries.

Revised Financial

Provisioning Regulations

(“

FPR

”)

were

published on

November 20,

2015,

under

the

National Environmental

Management Act, 107 of 1998 (“

NEMA

”) and became effective from the date of publication thereof. Proposed

amendments to the FPRs were

published

for public

comment

GNR 1228

GG 41236

of November

10, 2017

(“

Draft

Regulations

”), which

seek

to address

some challenges

relating

to the implementation

thereof. Under

these FRPs to

be implemented

by the DMRE,

existing environmental

rehabilitation

trust funds

may only be

used for post

closure activities

and may no

longer be utilised

for their

intended purpose

of concurrent

and final rehabilitation

and closure.

Several further proposed amendments to

the FPRs,

(“

Proposed Amendments

”) were

published subsequently. The

latest Proposed

Amendments were published

in July 2022 which,

inter alia

, extends the compliance with these regulations

to three months following the fiscal

year end June

30, 2023.

The Proposed Amendments,

in their current form and which are still subject

to the approval of the DMRE and Treasury, allow under

certain circumstances for the withdrawal against financial

provision (which is currently not contemplated in the FPR). It is

therefore uncertain

whether these

provisions relating

to withdrawal

will remain

in their current

form, or at

all.

See discussion

4.B. Business

Overview –

Governmental regulations and their

effect on

our

business –

Financial Provision for

Rehabilitation.

The implementation

of Carbon Tax effective

from June

1, 2019 may

have a direct

or indirect

material adverse

effect on our

business,

operating results

and financial

condition.

The Carbon Tax Act No

15 of 2019, or the

CTA, came into effect from

June 1, 2019. The

CTA is based on the polluter-pays-principle

and will be implemented across

phases. The first phase will run from June 1, 2019 to December

31, 2022 and is applicable to scope 1 emitters.

The First

phase did not

have a material

financial impact

on the Group.

The second

phase will

be implemented

from January

1, 2023 to December

31, 2030. During

the first

phase, tax-free

emission allowances

ranging from

60 per cent to

95 per cent are

available to

emitters in this

first phase.

This includes

a basic

tax-free

allowance

of 60 per

cent for

all activities,

a 10 per

cent process

and fugitive

emissions

allowance,

a maximum

10 per

cent allowance

for companies

that use carbon offsets

to reduce their tax

liability, a performance

allowance of up to

5 per cent for companies

that

reduce the

emissions intensity of their

activities, a 5

per cent

carbon budget allowance for

complying with the

reporting requirements and a

maximum 10

per cent allowance

for trade exposed

sectors. The

South African

government

indicated that

a review of

the impact of

the carbon tax

will be conducted

before the

second phase

of the South

African Carbon

Tax Act is implemented.

The draft explanatory memorandum of the Taxation

Laws Amendment Bill proposes that amendment to section 5(2) of

the Carbon

Tax

Act to provide

for the carbon

tax rate adjustment

by US$1, US$2

and US$3/

t CO2e for

2023, 2024 and

2025 tax period

ending on

December using the

average exchange rate as

defined in the Income

Tax

Act. The rate will

thereafter increase gradually to

US$20t CO2e in

2026 and at

least to US$30/t

CO2e in 2030.

Currently under phase

1 an amount

of R120/t CO2e

is levied.

Although the decarbonization

electricity as an

energy supply must

nevertheless be prioritized

by both the

country and industries

at large to

de-carbonize the economy,

the

increased proposed rates denominated to US Dollar is expected to have an adverse impact on business.

The carbon

tax has

not had

an impact

on the

price

of electricity.

However, should

Eskom be

required

to pass

on the

cost of

the tax

from its

emissions

to its customers,

electricity

tariffs may rise

significantly. This may

also affect the electricity

prices charged to our

suppliers who

may pass on the

tax to us increasing

the price

of goods and

services

we consume

in our operation.

Regulations detailing

the tax-free emission allowances

during the second phase have not been

published to date. The second

phase of

implementation of the

Carbon Tax

may have

a material

direct and/or indirect

adverse effect on

our business, operating

results and

financial

condition if the tax-free emission allowances

are significantly reduced or the scope of implementation

of the CTA

is significantly increased.

addition,

the potential

increases

in costs resulting

from suppliers

passing through

their Carbon

Tax exposure to

the Company

may have a

direct or

indirect material

adverse effect

on our business,

operating results

and financial

condition.

Ring-fencing

of unredeemed

capital

expenditure

for South

African

mining

tax purposes

could

have

an adverse

effect on

the business,

operating results

and financial

condition of

our operations.

The Income Tax Act No 58 of 1962,

or the ITA, contains certain

ring-fencing

provisions in

section 36 specifically

relating to different

mines

regarding

the deduction

of certain

capital

expenditure

and the

carry

over to

subsequent

years.

After the

restructuring

of the

surface

operations,

effective July 1, 2012,

Ergo is treated as

one taxpaying operation

pursuant to the

relevant ring-fencing

legislation.

It is expected that

FWGR will

also be

treated as

one taxpaying

operation

pursuant to

the relevant

ring-fencing

legislation.

In the event

that we

are unsuccessful

in confirming

our

position or should

the South African

Revenue Service

have a different interpretation

of section 36 of the ITA, it could have

an adverse effect on

our business,

operating results

and financial

condition.

Draft amendments

to the

ITA regarding

claiming

accelerated

capital expenditure

allowances

for South

African

mining tax

purposes

could have

an adverse

effect on the

business,

operating results

and financial

condition

of our operations.

The National Treasury

has proposed a prospective

amendment to the

preamble of section

15 of the ITA to limit the accelerated

capital

expenditure

allowances

applicable

to taxpayers

conducting

mining

operations

to only

those

taxpayers

that hold

“

a mining

right

as defined

in section

1 of the Mineral

and Petroleum

Resources Development

Act in respect of

the mine where

those mining

operations

are carried

”. In addition,

relation

to section

36 of

the ITA, the

National

Treasury has

proposed

an amendment

to the

heading

in order

to limit

the application

of the

provisions

in respect

of the

calculation of the

redemption allowance and

balance of

unredeemed capital

expenditure, to

certain mining operations. The

proposed amendment

will come

into operation

on March 31,

2023 and apply

in respect

of years of

assessment

ending on or

after that

date.

DRDGOLD, as a surface miner, conducts mining

operations for its own benefit (i.e.

it is not a contract miner) but DRDGOLD is not

required to hold

a mining right

in terms of the

MPRDA.

The proposed requirement

by the ITA to require a miner

to hold a mining

right in terms

of the MPRDA

will preclude

DRDGOLD from

claiming accelerated

capital expenditure

allowances

in terms

of sections

15 and 36 of

the ITA.

If these proposed amendments are adopted, it will accelerate

cash outflows resulting from current

tax expenditure.

This could have a

material adverse

effect on our

cash flows,

operations,

capital investment

decisions

and financial

condition.

Assessment

of unredeemed

capital expenditure

by the South

African Revenue

Service could

have an adverse

effect on the business,

operating results

and financial

condition of

our operations.

The South African

Revenue Service

(“

SARS

”) assesses capital

expenditure when

it is redeemed against

taxable mining income

rather

than when

it is

incurred.

A different

interpretation

by SARS

could have

an adverse

effect on

our business,

operating

results

and financial

condition.

Since our

South African

labor force

has substantial

trade union

participation,

we face

the risk

of disruption

from labor

disputes

and

new South African

labor laws.

Labor costs

are significant

for Ergo, constituting

18% of Ergo’s

production

costs for

fiscal year

2022 (2021:

19%). As

of June

30, 2022,

our Ergo operations

provided full-time

employment

for 763 employees

while our main

service providers

deployed an

additional

1,677 employees

to our operations,

of whom approximately

85% are members

of trade unions

or employee

associations.

Labor costs

are significant

for FWGR, constituting

21% of FWGR’s production

costs for fiscal

year 2022 (2021:

20%). As of June

30,

2022, our FWGR

operations provided full-time employment for 152 employees while our

main service providers deployed an additional 339

employees to our operations,

of whom approximately

82% are members of

trade unions or employee

associations.

We have entered into various

agreements regulating

wages and working

conditions at

our mines. Unreasonable

wage demands could

increase production

costs to levels

where

our operations are no longer profitable.

This could lead to accelerated

mine closures and labor disruptions.

We are also susceptible to strikes by

workers from

time to time,

which result

in disruptions

to our mining

operations.

In recent

years, labor

laws in South

Africa have

changed in

ways that

significantly

affect our

operations.

In particular,

laws that

provide

for mandatory

compensation

in the event

of termination

of employment

for operational

reasons and

that impose

large monetary

penalties for

non-

compliance with the administrative

and reporting requirements of affirmative action

policies could result in significant costs to us. In addition,

future South

African

legislation

and regulations

relating

to labor

may further

increase

our costs

or alter

our relationship

with our

employees.

Labor

cost increases

could have

an adverse

effect on our

business,

operating results

and financial

condition.

Labor unrest

could affect

production.

During March

2022 to

June 2022

there was

strike action

by staff

at the

Sibanye-Stillwater

gold mines

adjacent

to FWGR.

FWGR’s gold

bars are smelted

at Sibanye’s Driefontein

plant. This resulted

in Ergo having to smelt

FWGR gold on their behalf.

Such events at our operations

or at our reclamation

sites has

in the past

and could in

future have

an adverse

effect on our

business,

operating results

and financial

condition.

We use a

third

party service

provider

for the

management

of our

reclamation

sites

as well

as on

our Brakpan/Withok

TSF and

Driefontein

4 TSF.

Any labor

unrest or other

significant

issue at

this third

party service

provider may

impact the

operation of

this facility.

Strike action and

intimidation at mining

operations adjacent to our

FWGR mining

operations could have

an adverse

effect on

our

business,

operating results

and financial

condition.

Our financial flexibility could be materially constrained by South African currency restrictions.

South African law provides for exchange control regulations, which restrict the export of capital from South Africa, the Republic of

Namibia, and the

Kingdoms of Lesotho

and Eswatini, known

collectively as the

Common Monetary Area

(the “

CMA

”). The Exchange

Control

Department of the South African Reserve Bank, or SARB, is responsible for the administration of exchange control regulations. In particular,

South African companies:

●

are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the SARB;

●

are generally required to repatriate, to South Africa, profits of foreign operations; and

●

are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business.

While the

South African

Government has

relaxed exchange

controls in

recent years,

South African

companies remain

subject to

restrictions on their ability to deploy capital outside of the CMA and it is difficult to predict whether such relaxation of controls

will continue

the

future.

result,

DRDGOLD’s

ability

raise

and deploy

capital

outside

the

CMA

restricted.

These

restrictions

could

hinder

DRDGOLD’s

financial

and

strategic

flexibility,

particularly

its

ability

fund

acquisitions,

capital

expenditures

and

exploration

projects

outside South Africa. For further information see Item 10D. Exchange Controls.

could be adversely affected

by violations of

the U.S. Foreign Corrupt

Practices Act and

similar anti-bribery laws outside

the United States.

The U.S. Foreign

Corrupt Practices

Act, or the FCPA, and similar

anti-bribery laws

in other jurisdictions

generally prohibit

companies

and their

intermediaries

from

making improper

payments

to government

officials

or other

persons

for the

purpose

of obtaining

or retaining

business.

This includes

aggressive

investigations

and enforcement

proceedings

by both the

U.S. Department

of Justice

and the SEC,

increased

enforcement

activity by

non-

U.S. regulators,

and increases

in criminal

and civil proceedings

brought against

companies

and individuals.

Our policies

mandate

compliance

with the FCPA and other applicable

anti-bribery laws.

Our internal control

policies and procedures

may not protect us from

reckless

or criminal

acts committed

by our employees,

the employees

of any of

our businesses,

or third

party intermediaries.

In the event

that we

believe or

have reason to believe that our employees or agents have

or may have violated applicable anti-corruption

laws, including the FCPA, we would

investigate or have outside

counsel investigate the relevant facts and

circumstances, which can be expensive and

require significant time and

attention

from senior

management.

Violations of

these laws

may result

in criminal

or civil

sanctions,

inability

to do

business

with existing

or future

business partners

(either as a result of express prohibitions

or to avoid the appearance of impropriety),

injunctions against

future conduct, profit

disgorgements,

disqualifications

from directly

or indirectly

engaging in

certain

types of

businesses,

the loss of

business

permits,

reputational

harm

or other restrictions

which could

disrupt our

business and

have a material

adverse effect

on our business,

financial

condition, results

of operations

or liquidity.

We face risks with respect to compliance with

the FCPA and similar anti-bribery laws through

our acquisition of new companies

and

the due diligence

we perform in connection

with an acquisition

may not be sufficient

to enable us fully to assess

an acquired company’s historic

compliance

with applicable

regulations.

Furthermore,

as we make acquisitions

such as the acquisition

of FWGR, our post-acquisition

integration

efforts may

not be

adequate

to ensure

our system

of internal

controls

and procedures

are fully

adopted and

adhered

to by

acquired

entities,

resulting

in increased

risks of non-compliance

with applicable

anti-bribery

laws.

Risks related to ownership of our ordinary shares or ADSs

It may

not be

possible for

you to

effect service

of legal

process, enforce

judgments of

courts outside

of South

Africa or

bring

actions based on securities laws of jurisdictions other than South Africa against us or against members of our board.

Our Company,

certain members

of our

board of

directors and

executive officers

are residents

of South

Africa. All

our assets

are

located outside the United States and a major portion with

respect to the assets of members of our board

of directors and executive officers are

either wholly or

substantially located outside

the United States.

As a result,

it may not

be possible for

you to effect

service of legal

process,

within the United States or elsewhere including in South Africa, upon most of

our directors or officers, including matters arising under United

States federal securities laws or applicable United States state securities laws.

Moreover,

it may

not be

possible for

you to

enforce against

us or

the members

of our

board of

directors and

executive officers’

judgments obtained in courts outside South Africa, including the United States, based on the civil liability provisions of the securities laws of

those countries, including

those of the

United States. A foreign judgment is not directly enforceable

in South Africa, but constitutes

a cause of

action which

will be enforced

by South African

courts provided

that:

●

the court which

pronounced the

judgment had

jurisdiction

to entertain

the case according

to the principles

recognized

by South African

law with reference

to the jurisdiction

of foreign

courts;

●

the judgment

is final and

conclusive

(that is,

it cannot be

altered by

the court which

pronounced

it);

●

the judgment

has not lapsed;

●

the recognition

and enforcement

of the judgment

by South African

courts would

not be contrary

to public

policy, including

observance

of the rules

of natural

justice which

require that

no award

is enforceable

unless the

defendant

was duly

served with

documents initiating

proceedings,

that he

was given

a fair

opportunity

to be heard

and that

he enjoyed

the right

to be legally

represented

in a free

and fair

trial

before an

impartial

tribunal;

●

the judgment

was not obtained

by fraudulent

means;

●

the judgment

does not involve

the enforcement

of a penal

or revenue

law; and

●

the enforcement

of the judgment

is not otherwise

precluded by

the provisions

of the Protection

of Business

Act, 1978 (as

amended),

South Africa.

It is

the policy

of South

African

courts to

award compensation

for the

loss or

damage sustained

by the

person to

whom the

compensation

is awarded.

Although the

award of punitive

damages is

generally unknown

to the South

African legal

system that

does not mean

that such

awards

are necessarily

contrary to

public policy.

Whether a

judgment was

contrary to

public policy

depends on

the facts

each case.

Exorbitant,

unconscionable, or excessive

awards will generally be contrary to public policy. South African courts cannot enter into the merits of

a foreign

judgment and cannot

act as a court of appeal

or review over the foreign

court. South African

courts will usually

implement their

own procedural

laws and,

where an

action based

on an international

contract

is brought

before a

South African

court, the

capacity

of the parties

to the contract

will

usually be

determined

in accordance

with South African

law.

It is doubtful whether

an original action

based on United States

federal securities

laws may be brought before

South African courts.

plaintiff who is not

resident in South Africa may be required to

provide security for costs in the event

of proceedings being initiated in South

Africa. Furthermore,

the Rules of

the High Court

of South Africa

require that

documents

executed outside

South Africa

must be authenticated

for

use in South African courts.

It may not be

possible therefore for an

investor to seek

to impose liability on

us in a South

African court arising

from a violation of United States federal securities laws.

Dividend withholding tax will reduce the amount of dividends received by beneficial owners.

On April 1, 2012, the South African Government replaced

Secondary Tax on Companies (then 10%) with a 15% withholding tax on

dividends and other distributions

payable to shareholders.

The dividend withholding

tax rate was increased to 20%, effective

from February 22,

2017.

The withholding

tax reduces

the amount of

dividends or

other distributions

received

by our shareholders.

Any further

increases

in such tax

will further

reduce net

dividends received

by our shareholders.

Your rights as a shareholder

are governed by

South African law,

which differs in

material respects

from the rights

of shareholders

under the laws of other jurisdictions.

Our Company is a

public limited liability

company incorporated under

the laws of

the Republic of South

Africa. The rights

of holders

of our ordinary shares, and therefore many of the rights of our ADS holders, are

governed by our memorandum of incorporation and by South

African law. These rights differ in material

respects from the rights of

shareholders in companies incorporated elsewhere,

such as in the

United

States.

particular,

South African

law significantly

limits

the circumstances

under

which

shareholders of

South

African companies

may

institute litigation on behalf of a company.

Control by principal shareholders could adversely affect our other shareholders.

Sibanye-Stillwater beneficially owns 50.1% of our

outstanding ordinary shares and voting power

and has the ability to control, our

board of

directors. Sibanye-Stillwater

will continue

to have

control over

our affairs

for the

foreseeable future,

including with

respect to

the

election of directors, the consummation of significant corporate transactions, such as an amendment

of our constitution, a merger or other sale

our company

or our

assets, and

all matters

requiring

shareholder approval.

In certain

circumstances, Sibanye-Stillwater’s

interests as

principal shareholder

may conflict

with the

interests of

our other

shareholders and

Sibanye-Stillwater’s ability

to exercise

control, or

exert

significant influence, over us may have the effect

of causing, delaying, or preventing changes or transactions that our

other shareholders may

or may not deem

to be in their

best interests. In addition,

any sale or expectation

of sale of some or

all the shares held

by Sibanye-Stillwater

could have an adverse impact on our share price.

Sales of large

volumes of our

ordinary shares or

ADSs or the

perception that these

sales may occur,

could adversely affect

the

prevailing market price of such securities.

The

market price

our ordinary

shares or

ADSs

could

fall if

substantial

amounts of

ordinary

shares or

ADSs are

sold by

our

stockholders, or there

is the perception

in the marketplace

that such sales

could occur.

Current holders of

our ordinary shares

or ADSs may

decide to sell them at

any time. Sales of

our ordinary shares or

ADSs, if substantial, or

the perception that any

such substantial sales may

occur,

could exert downward

pressure on the prevailing

market prices for

our ordinary shares

or ADSs, causing their

market prices to

decline. Trading

activity of hedge funds and the

ability to borrow script in the marketplace will

increase trading volumes and may place our

share price under

pressure.

ITEM 4. INFORMATION ON

THE COMPANY

4A. HISTORY AND DEVELOPMENT

OF THE COMPANY

Introduction

DRDGOLD, is

a South

African domiciled company that

holds assets engaged

in surface

gold tailings

retreatment in South

Africa

including exploration,

extraction,

processing

and smelting.

We are a public limited liability company, incorporated

in South Africa on February

16, 1895, as Durban Roodepoort Deep,

Limited.

On December 3, 2004,

the company changed

its name from Durban

Roodepoort Deep

Limited to DRDGOLD

Limited. Our operations

focus on

South Africa's

Witwatersrand Basin,

which has

been a gold

producing

region for

over 120 years.

Our shares

and/or related

instruments

trade on the

Johannesburg

Stock Exchange

(“

JSE

”),

and the New

York Stock Exchange.

Our registered office and

business address is Constantia Office

Park,

Cnr 14th

Avenue and

Hendrik Potgieter Road,

Cycad House,

Building 17, Ground Floor,

Weltevreden Park,

1709,

South Africa. The postal address is

P.O. Box

390, Maraisburg, 1700, South Africa. Our

telephone number is (+27

11) 470-2600 and our facsimile number

is (+27 86) 524-3061.

We are registered under the South African Companies

Act 71, 2008 under registration number

1895/000926/06. For our ADSs,

the Bank of New York

Mellon, at 101 Barclay Street,

New York,

10286, United

States, has

been appointed

as agent.

The SEC maintains

an internet

site that contains

reports, proxy

and information

statements

and other information

regarding issuers

that

file electronically with the SEC, which can be found

at http://www.sec.gov. Our internet address is http://www.drdgold.com.

The information

contained on

our website

is not incorporated

by reference

and does not

form part

of this annual

report.

All of our

operations

are conducted

in South Africa.

Our

operations primarily

consist

Ergo

and

FWGR.

Our

Ergo

operations include

the

historic

Crown

operations (which

were

restructured

into Ergo during fiscal

year 2012 and have substantially

been rehabilitated

as at the end of fiscal year

2018).

East Rand Proprietary

Mines

Limited's

(“

ERPM

”)

underground mining infrastructure was under

care and

maintenance up to

this reporting date

at which

date the

decommissioning

and rehabilitation

of the last

remining underground

mining infrastructure

was completed.

Ergo

Ergo was formed

in June 2007. Ergo is the surface tailings retreatment operation which consists

of what was historically the Crown

Gold Recoveries

Proprietary Limited

(“

Crown

”), ERPM

Cason Dump

operation and

the Ergo

Gold business

units. On

July 1, 2012, Ergo

acquired the mining assets and certain liabilities of Crown and all the surface assets and liabilities of ERPM as part of the

restructuring of our

surface operations.

Capital expenditure for the

Ergo projects is

mainly financed through

operational cash flows while

financing for significant growth

projects may

be obtained

through specific

financing arrangements

if required.

Brakpan/Withok TSF final life design

The Brakpan/Withok TSF

final life design is the engineering

design that ultimately brings the

tailings storage facility to its finality

in terms of

extent, operation, rehabilitation

and management. The

implemented final design

would result in

alignments with the

Global Industry

Standard on Tailings Management (“

GISTM

”) and regulatory bodies, increase deposition

capacity, improve operation/management and bring

about the sustainable closure of the facility.

A legal review

of the existing

authorizations

was undertaken

for the final

life design

of the Brakpan/Withok

TSF. The results indicated

that most of the current authorizations are sufficient. An updated application

was submitted to the Department of Water Affairs and Sanitation

(“

DWAS

”) for which we are awaiting

approval.

Final designs for

the final stage

of the Brakpan/Withok TSF

are being reviewed,

in anticipation

of the DWAS approval.

The Ergo life

of mine has

been increased

to 19 years

and the Daggafontein

TSF classified

as a Mineral

Reserve.

For further information

on other capital

investments, divestures, capital

expenditure and capital

commitments, see Item

4D. Property,

Plant and Equipment, and Item 5B. Liquidity and Capital Resources.

FWGR

On July 31, 2018, we acquired certain gold surface processing assets and tailing storage facilities that included Driefontein 3 and 5,

Kloof 1,

Venterspost

North and

South, Libanon,

Driefontein 4,

Driefontein 2

plant, Driefontein

3 plant,

WRTRP

pilot plant,

and the

land

owned by Sibanye-Stillwater that was earmarked for the

future development of a central processing

plant, regional tailings storage facility and

return

water

dam

(together,

the

“

WRTRP

Assets

”)

associated

with

Sibanye-Stillwater’s

WRTRP,

subsequently

renamed

FWGR.

This

acquisition represented a significant

increase in our assets, which

impacted our results in

fiscal 2019, 2020 and

2021. In connection with

the

acquisition, we

issued to

Sibanye-Stillwater new

shares equal

to 38.05%

of outstanding

shares and

granted Sibanye-Stillwater

an option

acquire up to a total

of 50.1% of our shares

within a

period of

2 years

from the

effective

date of

the acquisition

at a

10% discount

to the

prevailing

market value.

On January 8,

2020, Sibanye-Stillwater exercised the

option and on

January 22, 2020 subscribed

for 168,158,944 DRDGOLD

shares at an aggregate subscription price of R1,086 million, (R6.46 per DRDGOLD share).

The assets acquired are to be developed in two phases – Phase 1 and Phase 2.

FWGR Phase 1

Phase 1

involves the

reclamation of

the Driefontein

5 dump

through a

reconfigured Driefontein

2 plant

and deposition

onto the

Driefontein 4 tailings storage facility. The Driefontein

4 tailings

storage facility

was an upstream

day-wall dam

with a capacity

of approximately

200,000 tonnes per

month. In

order to

increase the deposition

capacity to

500 000 tonnes per

month, the

conversion of this

dam to

cyclone

deposition

commenced

in fiscal

year 2019. The

conversion

has been

completed

and this

allows a

deposition capacity

of 500,000

tonnes per

month

until at least

the end of

calendar year

2025.

Although the Phase

1 upgrade of the Driefontein

2 Plant was essentially

complete by the end

of fiscal year 2019,

a decision was

made

to bypass the mill so that

further improvements

to the mill liner configuration

could be made. These

modifications

were successfully

completed,

and the mill

was recommissioned

in September

2019. A further

upgrade to convert

the mill to closed

circuit from

the open circuit

to improve the

grind of

the material and

yield more

gold was

completed in

fiscal year

2021.

A new

thickener was

commissioned in November

2021.

The

conversion yielded

better grind of material

with a concomitant improvement

in leaching conditions and

gold recovery,

lower maintenance

costs

and increased

water storage

capacity in

the current

thickeners.

The material being reclaimed

by FWGR contains

high levels of copper which incurs

penalty refining charges

of between 1% and 5%

during final refining by

Rand Refinery depending on

the copper content of

the bullion delivered. FWGR

has been

allocated 98% of

its gold

production

with 2%

lost to

these penalty

refining charges

due to the

high levels

of copper

in the

bullion delivered.

To reduce these

penalty refining

charges, FWGR

constructed

and commissioned

a copper

elution plant

at a cost

of approximately

R12 million

during fiscal

year 2021.

On average,

the plant resulted

in an additional

1.2kg of gold

per month

which would

otherwise

have been

lost due to

penalty refining

charges for

the copper

its bullion.

FWGR Phase 2 expansion

The Phase 2 project is a key project for us intended to extend potential resources in the West Rand.

Phase 2 initially included the construction of a new Central Processing Plant

(“

CPP

”) with a capacity of between 1.2 to 2.4 million

tonnes per month

and the equipping of

the required reclamation sites and

pipeline infrastructure to supply

the relevant resources to

the CPP.

The capital spent on final design work on the CPP, with the design work is also applicable to the

potential expansion of DP2 from to 1.2 Mt as

an alternative to CPP is currently being considered.

Phase 2 also includes the construction of a new Regional

Tailings Storage

Facility (“

RTSF

”),

that we believe is necessary in order to

develop our FWGR as envisaged by our management, the new RTSF is expected to be capable of processing 3 million tonnes per month with

a maximum

capacity

approximately 800

million tonnes.

Delays in

obtaining

regulatory approval

have

affected

the

previously

reported

expected dates of the construction.

The Sibanye-Stillwater Leeudoorn tailings storage facility

was evaluated as a viable interim alternative

the RTSF whilst regulatory approvals are obtained.

The Definitive Feasibility Study (“

DFS

”) for Phase 2 was completed in the 3rd

quarter of fiscal year 2021 and that the

project was found to be

economically viable in a number of scenarios.

We engaged an external consultant, Sound Mining (consultants to the mining industry specializing in surface and underground operations) to

perform an independent review of the available information and studies that have been performed regarding the Phase 2 expansion project.

These included:

●

DFS performed by DRA

Global (“

DRA

”) (An engineering consulting

company) regarding the construction of

the CPP and related

pumping and pipeline infrastructure;

●

Detail design

of a

new Reginal

Storage Facility

(“

RTSF

”) performed

by Beric

Robinson (engineer

of record)

and related

capital

costing performed by DRA;

●

Reviews of

the explorations

data base, Mineral

Resource and Reserve

estimates of FWGR

assets and

other future potential

assets

such as battery metals, uranium and other gold West Rand metal resources;

●

Legal tenure, permitting, environmental and compliance status; and

●

Economic analysis of the projects.

Based on currently

available information, the Company

believes that there are

no material technical

or geo-metallurgical risks

that

could significantly impact the production forecasts.

Risks associated

with the

Phase 2

project include

obtaining regulatory

approval of

the amended

design of

the RTSF,

which was

submitted to

the DWA

S. Delays in

obtaining such

regulatory approval may

have an adverse

impact on

the project timeline

and capital cost

estimate. We engaged the services of an

external expert to assist

us with engaging with

the DWAS and these discussions are currently

ongoing.

Presentations were conducted to provide the regulator with the technical and scientific reasons for the changes to the design of the RTSF. It is

anticipated that construction of the RTSF

will commence in first half fiscal year 2027. The plant construction is anticipated to commence 6-9

months later.

Financing for significant growth projects may be

obtained through specific financing arrangements if required.

Capital expenditure

for FWGR

Phase 1

was financed

through our

RCF (Refer

to Item

18. “Financial

Statements -

Note 20

– Capital

Management). Significant

financing is

required for the

Phase 2 expansion

which is expected

to be

financed through a

combination of cash

resources, operational cash

flows and facilities as

may be determined.

Capital expenditure for other

projects is mainly financed through

operational cash flows and

cash

resources.

We have

commenced final design work

on the CPP,

with the design work also

being applicable to the

potential expansion of DP2.

FWGR has appointed DRA Global to perform the relevant function.

For further information

on other capital

investments, divestures, capital

expenditure and capital

commitments, see Item

4D. Property,

Plant and Equipment, and Item 5B. Liquidity and Capital Resources.

ERPM

ERPM was

acquired

in October

2002 and

consists

of an underground

mine which

has been

under care

and maintenance

since fiscal

year

2009. Underground mining

at ERPM was halted in October

2008. On July 1, 2012, ERPM sold its

surface mining

assets and its 65% interest

ErgoGold to Ergo

in exchange

for shares

in Ergo as part

of the restructuring

of our surface

operations.

In December

2018,

ERPM concluded

revised agreements

to dispose certain

of its underground

assets to OroTree

Limited (“

Orotree

”).

The disposal of the

underground mining and prospecting rights

were concluded in the

second half of

the financial year ended June

30, 2019.

Orotree did

not exercise

an option to

purchase the

underground mining

infrastructure.

In fiscal

2021, ERPM

completed

the decommissioning

and rehabilitation

of the

last remaining

underground

mining infrastructure,

being

the Far East

Vertical Shaft.

Crown

Crown was

acquired

on September

14, 1998.

Due to the

depletion

of ore

reserves

in the western

Witwatersrand,

the Crown

plant ceased

operation in

March 2017

and since

then substantially

rehabilitated.

4B. BUSINESS

OVERVIEW

are

South

African

company

that holds

assets engaged in

surface gold

tailings retreatment including exploration, extraction,

processing

and smelting.

Our surface tailings retreatment operations, including the requisite infrastructure and metallurgical processing plants,

are located in South

Africa. Our operating footprint is

unique in that it involves

some of the largest concentration

of gold tailings deposits in

the world, situated within the city boundaries of Johannesburg and its suburbs and the far west rand of the province of Gauteng.

DRDGOLD has arranged

its operations into two wholly

owned entities covering

their East Rand (east of Johannesburg)

and far West

Rand (far west of

Johannesburg) businesses. The East Rand operations are run

by Ergo

and the West

Rand operations by FWGR. A

detailed

overview of

the operations

is provided under

Item 4D. Property,

Plant and Equipment

and in the Technical

Report Summary

attached as exhibits

in this annual

report.

DRDGOLD’s

long-term goal

to extract

as much

gold from

its assets

as possible,

sustainable and

economically viable.

a large

extent this

depends on

how effectively

it continues

to manage

its capitals.

DRDGOLD uses

sustainable development

to direct

its strategic

thinking. We

seek sustainable benefits in

respect to financial, manufactured, natural,

social and human capitals, each

of which is essential

our operations.

We also aim

to align and overlap the interests of each of these capitals in such a manner that an investment in anyone translates into

value-added increases

in as many of the others as possible. We therefore seek to achieve

an enduring and harmonious

alignment between

them,

and we pursue

these criteria

in the feasibility

analysis

of each investment.

We intend to explore

opportunities

made possible

by technology, which

could entail

further investment

in research

and development

(“

R&D

”) to improve

gold recoveries

even further

over the long

term.

During the

fiscal years

presented in

this Annual

Report, all

of our

operations took

place in

one geographic

region, namely

South

Africa.

Description

of Our Mining

Business

Surface tailings retreatment

Surface tailings

retreatment

involves the

extraction

of gold from

old mine dumps

and slimes

dams,

comprising

the waste material

from

earlier

underground

gold mining

activities.

This is

done by

reprocessing

sand dumps

and slimes

dams.

Sand dumps

are the

result

of the

less efficient

stamp-milling

process employed

in earlier

times. They

consist of coarse-grained

particles which

generally contain

higher quantities

of gold. Sand

dumps are reclaimed

mechanically

using front

end loaders

that load sand

onto conveyor

belts. The

sand is fed

onto a screen

where water

is added

to wash the sand into a sump, from where it is pumped to the plant. Most sand dumps have already been retreated using more efficient milling

methods.

Lower

grade slimes

dams were

the product

of the

“tube

and ball

mill”

recovery

process.

The economic

viability

of processing

this material

has improved due to improved treatment

methods such as the treatment of large volumes

of this material. The material from

the slimes dams is

broken down using

monitor guns

that spray jets

of high pressure

water at the target

area. The resulting

slurry is then

pumped to a treatment

plant

for processing.

Exploration

Exploration activities

are focused on the extension

of existing ore reserves

and identification

of new ore reserves both

at existing sites

and at undeveloped

sites. Once a potential

site has been identified,

exploration is extended

and intensified

in order to enable clearer

definition of

the site

and the

portions with

the

potential to

mined. Geological techniques

are

constantly refined to

improve the

economic viability

exploration

and exploitation.

Our Metallurgical

Plants and

Processes

A detailed

review of the

metallurgical

plants and

processes is

provided under

Item 4D.

Property, Plant and

Equipment.

Gold Market

The gold market

is relatively

liquid compared

to other commodity

markets, and

the price of

gold is quoted

in dollars. Physical

demand

for gold is primarily

for manufacturing

purposes,

and gold is traded

on a world-wide

basis. Refined

gold has a variety

of uses, including

jewelry,

electronics,

dentistry, decorations,

medals and official

coins. In addition,

central banks,

financial

institutions

and private individuals

buy, sell and

hold gold bullion

as an investment

and as a store

of value.

The use

of gold

as a store

of value

and the

large quantities

of gold

held for

this purpose

in relation

to annual

mine production

have meant

that historically the potential total supply of gold has been far greater than demand. Thus, while current supply and

demand play some part in

determining

the price of gold,

this does not occur

to the same extent

as in the case

of other commodities.

Instead, the

gold price has from

time to

time been significantly affected by macro-economic factors such as expectations of inflation, interest rates, exchange

rates, changes in reserve

policy by

central

banks and

global or

regional

political

and economic

crises.

In times

of inflation

and currency

devaluation

or economic

uncertainty

gold is often

seen as a

safe haven,

leading to

increased

purchases of

gold and support

for its price.

In the wake

of the COVID-19

pandemic and measures

taken to address

the outbreak,

there has been

a global trend

of investors

turning

to gold

and gold

stocks as

a safe

haven asset,

as has

been the

case in

times of

global economic

crisis.

This has

led to

a surge

in the

average

gold price

during fiscal year

2020 and

fiscal year 2021.

Although the impact

of the

COVID-19 pandemic has

reduced and

gold prices have

marginally decreased,

the average gold price for

fiscal year 2022 remained

high due to continued economic

uncertainty as the

global economies

attempt to recover

from all the after

effects of COVID-19,

and deal with the

conflict in Ukraine

and rapidly rising

inflation. In

addition, we

were

impacted by

movements

in the exchange

rate of the

rand against

the dollar during

described

below.

We generally take full

exposure to the

US dollar spot

price of gold

and rand/dollar

exchange rate.

The higher the gold

price, the higher

our profit margin

and

vice versa,

subject to exchange

rate fluctuations.

The average

gold spot price

decreased

by 1% from

$1,850 per

ounce to

$1,834 per

ounce during

fiscal year

2022 after

having increased

by 18% from $1,562

per ounce to $1,850 per ounce during the fiscal year 2021 and having increased

by 24% from $1,263

per ounce to $1,562

per ounce during

the fiscal year

2020.

As a

result,

the average

gold price

received

by us

in Rands

for fiscal

year 2022

decreased

by 3%

to R894,409

per kg compared

to the previous

year at

R917,996 per

kg and for

fiscal year

2021 increased

by 19% to R917,996

per kg compared

to the previous

year at

R768,675 per

kg. The

decrease

in the gold

price received

contributed

to a 3%

decrease

in our total revenue for

fiscal year 2022 amounting

to R5,118.5 million (2021: R5,269.0 million and 2020: R4,185.0 million). All our revenue is generated from our operations in South Africa.

Looking ahead

we believe

that the global

economic environment,

including escalating

sovereign and

personal levels

of debt, economic

volatility

and the oversupply

of foreign

currency, will continue

to make gold

attractive

to investors.

The supply of

gold has shrunk

in recent years

and is likely to shrink even more due to the significantly

reduced capital expenditure

and development occurring

in the sector.

We believe that

this, coupled

with global

economic uncertainty,

is likely to

provide support

to the gold

price in the

long term.

Until April

11, 2022, all gold

we produce

was sold on

our behalf

by Rand Refinery

Proprietary

Limited (Rand

Refinery)

in accordance

with a refining agreement

entered into in October

2001 and updated

in July 2018.

The sales price

was fixed at the London

afternoon fixed

dollar

price on

the day

the gold

was delivered

to the

buyer. Before

November

2020, the

dollar proceeds

sold were

remitted

to us

within two

days at

which

date the dollars

were sold.

Since November

2020 up to

April 11, 2022,

the dollars

are also

sold on the

day the gold

is delivered

to the buyer.

After

April 11,

2022, gold

is sold

directly to South

African Bullion banks after

being refined to

the required purity

by Rand

Refinery.

The Group

recognizes

revenue from the sale

of gold at a point in time

when the gold is delivered

to the South African

Bullion bank on

an agreed upon date,

gold price

and exchange

rate.

The gold

bars

which

we produce

consist

of approximately

85% gold,

7-8% silver

and the

remaining

balance

comprises

copper and other common

elements. The gold bars

are sent to Rand Refinery

for assaying and final

refining where the

gold is purified to 99.9%

and cast

into troy

ounce bars

of varying

weights.

In exchange

for this

service,

we pay

Rand Refinery

a variable

refining fee

and administration

fees

and up to April

11, 2022, a fixed

marketing

charge.

We own 11.3% (fiscal year

2021 and 2020: 11.3%) of

Rand Refinery.

Governmental

regulations

and their

effects on

our business

Common Law

Mineral Rights

and Statutory

Mining Rights

Prior to the introduction

of the Minerals

and Petroleum Resources

Development Act,

or MPRDA in 2002,

ownership in mineral

rights

in South Africa

could be acquired

through the common

law or by statute.

With effect from May

1, 2004, all minerals

have been placed

under the

custodianship

of the

South African

government

under the

provisions

of the

MPRDA and

old order

proprietary

rights were

required

to be

converted

to new order rights

of use within certain

prescribed periods,

as dealt with in more

detail below. Mine dumps

created

before the MPRDA

became

law

fall outside the MPRDA

and do

not require a

mining license to be

processed nor do

they require the extensive rehabilitation and closure

guarantees that are

a feature

of the

MPRDA. Many

of the

activities to re-process a

mine dump

do fall

under the

provisions of the

National

Environmental

Management

Act though,

which requires

at it most

basic the

compilation

and submission

of an Environmental

Impact

Assessment.

Conversion

and renewal of

Rights under

the Mineral

and Petroleum

Resources

Development

Act, 2002

Existing old

order rights

were required

to be converted

into new

order rights

in order

to ensure

exclusive

access to

the mineral

for which

rights existed

at the time

of the enactment

of the MPRDA.

In respect

of used old

order mining

rights, the

DMRE

is obliged

to convert

the rights

the applicant complies

with certain

statutory criteria. These include

the submission of

a mining

works program, demonstrable technical

and

financial capability

to give effect to the

program, provision

for environmental

management and

rehabilitation,

and compliance

with certain black

economic

empowerment

criteria

and a social

and labor

plan. These

applications

had to be

submitted

within five

years after

the promulgation

of the

MPRDA

on May

1, 2004.

Similar

procedures

apply

where

we hold

prospecting

rights

and a

prospecting

permit

and conduct

prospecting

operations.

Under the

MPRDA mining

rights are

not perpetual,

but endure

for a fixed

period, namely

a maximum

period of

thirty years,

after

which they

may

be renewed for

a further period of

thirty years. Prospecting rights are limited to

five years, with one

further period of renewal of

three years.

Applications for conversion of our

old order

rights were submitted to

the DMRE

within the requisite time

periods. As at

June 30,

2022 and

September

30, 2022 respectively,

all of our

Ergo operation’s

old order

mining rights

have been

converted

into new order

rights under

the terms

the MPRDA

and applications

to renew the

converted

the new order

mining rights

have

been lodged

timeously.

The Broad Based

Socio-Economic

Empowerment

Charter

In order to promote broad based participation in mining revenue, the MPRDA provides

for a Mining Charter to be developed by the

MRE Minister within

six months of commencement

of the MPRDA beginning

May 1, 2004 and

was subsequently

amended in September

2010.

It is

used an

instrument to achieve mutually symbiotic sustainable growth and broad

based and meaningful transformation of the

mining and

mineral industry.

The Mining Charter

sets certain

goals on equity

participation

(amount of

equity participation

and time frames)

by historically

disadvantaged

South Africans

of South African

mining assets.

It recommends

that these

are achieved

by, among other methods,

disposal of

assets by

mining companies

to historically

disadvantaged

persons on

a willing seller,

willing buyer

basis at

fair market

value. The

goals set by

the Mining Charter

require each

mining company

to achieve

15 percent

ownership by

historically

disadvantaged

South Africans

of its South

African mining

assets within

five years

and 26 percent

ownership by

May 1, 2014.

It also sets

out guidelines

and goals in

respect of

employment

equity at management

level with

a view to achieving

40 percent

participation

by historically

disadvantaged

persons in

management

and ten

percent participation

by women in

the mining

industry, each

within five

years from

May 1, 2004.

Compliance

with these

objectives is

measured

on the weighted

average “scorecard”

approach in

accordance

with a scorecard

which was

first published

around August

2010. In April

2018,

judgment was

handed down

by the North

Gauteng High

Court in Pretoria

against a

provision in

the 2010 Mining

Charter regarding

the “once

empowered

always empowered”

principle.”

This principle

refers to whether

a mining company,

after the exit

of a Black

partner that

held a stake

in the company

consequent

to a result

of a BEE transaction,

continues

to be BEE compliant.

The judgment

was appealed

by the DMRE.

The

DMRE in August

2020, withdrew

their notice

to appeal

to the Supreme

Court of Appeal

in respect

of the judgment

issued in

April 2018

by the

Pretoria High

Court.

The Mining Charter and the related

scorecard are not legally

binding and, instead,

simply state a public policy. However, the DMRE

places significant

emphasis on the

compliance

therewith. The

Mining Charter

and scorecard

have a decisive

effect on administrative

action taken

under the MPRDA.

In recognition of the Mining

Charter’s objectives of

transforming the mining industry

by increasing the number

of black people in

the industry

to reflect

the country’s

population demographics,

to empower

and enable

them to

meaningfully participate

in and

sustain the

growth of the

economy, thereby advancing equal

opportunity and equitable

income distribution, we

have

achieved

our commitment

to ownership

compliance

with the MPRDA

through our historic

black economic

empowerment

structures

which have

subsequently

unwound.

The mining

industry in

South Africa

is extensively

regulated

through legislation

and regulations

issued by government’s

administrative

bodies. These involve

directives with respect

to health

and safety,

mining and

exploration of

minerals, and

managing the

impact of

mining

operations

on the environment.

A change

in regulatory

or government

policies could

adversely

affect our business.

On June

15, 2017, the

Reviewed Broad-Based Black Economic Empowerment Charter for the South

African Mining and Minerals

Industry, 2017

(“

2017 Mining

Charter

”) was published

in the

Government

Gazette

No. 40923

of Government

Notice.581.

The publication

of the

charter was met with widespread criticism

and on June 26, 2017 the Minerals Council of South Africa (previously

Chamber of Mines of South

Africa), and

applied to the

High Court

of South Africa,

Gauteng division

for an urgent

interdict

to prevent

the charter

from implementation.

Key provisions

included:

•

50% Black ownership

for new prospecting

rights;

•

30% Black ownership

for mining

rights (up

to 11% offset

for local

beneficiation)

•

For new

mining

rights

to be

issued,

the provision

for 1%

of Earnings

Before

Interest,

Taxes, Depreciation

and Amortisation

(“

EBITDA

”)

is paid to

communities

and employees

as a trickle

dividend from

the sixth year

of a mining

right until

dividends

are declared

or at any point

in a

12-month period

where dividends

are not declared

On February 2016, The

President of South Africa

announced that a new

mining charter would

be developed and will

follow a process

which includes

all stakeholders.

The Minerals

Council of

South Africa

subsequently

postponed

its application

in the

High Court

in respect

of the

2017 Mining

Charter.

On September

27, 2018

the Broad-Based

Socio-Economic

Empowerment

Charter

for the

Mining and

Minerals

Industry, 2018

(“

Mining

Charter 2018

”) was

published in

Government Gazette No.

41934 of

Government Notice No.

639 on

September 27,

2018 superseding and

replacing

all previous

charters,

including Mining

Charter III.

Mining Charter

2018 requires

an enduring

30% BEE interest

in respect

of new mining

rights. It

also has extensive

provisions in

respect

of HDP representation

at board and management,

as well provisions

relating to

local procurement

of goods and services.

The procurement

target

of the total

spend on services

from South African

companies has

been set at 80% (up

from 70% in Mining

Charter III)

and 60% of the aggregate

spend thereof

must be apportioned

to BEE entrepreneurs.

Key provisions

of Mining Charter

2018 are:

•

the conditional

acceptance

of the continued

consequences

of previous

compliance

of the BEE

ownership threshold

of 26% in

respect of

existing mining

rights;

•

of the 30% HDP

ownership component,

qualifying employees

and communities

are each to hold

a 5% carried

interest (as

opposed to a

free carry

interest

as per

Mining Charter

III) the

cost of

which may

be recovered

by the mining

right holder

from the

development

of the

asset. the

community interest

in turn may

be offset by

way of an

equity equivalent;

•

removal of

the so-called

1% of EBITDA

trickle dividend

provided for

in the 2017

Mining Charter;

and

•

the removal

of provisions

requiring

community

and employee

representation

at board level.

•

that the continuing

consequences

of HDP ownership

are not recognized

for transfers

of mining rights;

and

•

that a top

up of HDP ownership

back to 30%

is required

for the renewal

of existing

rights.

Subsequently, several

notable developments

have occurred:

In March

2019, the

Mineral Council

of South Africa

brought an

application

in the High

Court, Pretoria

for a judicial

review and

setting

aside of certain