Company Quick10K Filing
DRDGOLD
20-F 2020-10-29 Filed 2020-10-29
20-F 2019-10-31 Filed 2019-10-31
20-F 2018-06-30 Filed 2018-10-31
20-F 2017-10-31 Filed 2017-10-31
20-F 2016-10-31 Filed 2016-10-31
20-F 2015-10-30 Filed 2015-10-30
20-F 2014-10-31 Filed 2014-10-31
20-F 2013-10-25 Filed 2013-10-25
20-F 2012-10-26 Filed 2012-10-26
20-F 2011-10-28 Filed 2011-10-28
20-F 2009-10-29 Filed 2010-10-29

DRD 20F Annual Report

Part I
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Part II
Item 13.
Item 14.
Item 15.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F
Item 16G.
Part III
Item 17.
Item 18.
Item 19.
Part I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Item 4. Information on The Company
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
Item 6. Directors, Senior Management and Employees 6A. Directors and Senior Management
Item 7. Major Shareholders and Related Party Transactions
Item 8. Financial Information 8A. Consolidated Statements and Other Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Item 12. Description of Securities Other Than Equity Securities
Part II
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 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
Part III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
EX-99 ex_81.htm
EX-99 ex_12.htm
EX-99 ex_13.htm

DRDGOLD Earnings 2011-10-28

Balance SheetIncome StatementCash Flow

20-F 1 drd_main.htm Page 1
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As filed with the Securities and Exchange Commission on October 28, 2011
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
OR
7
7
7
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
1934
For the fiscal year ended June 30, 2011
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)
50 CONSTANTIA BOULEVARD, CONSTANTIA KLOOF EXT 28, ROODEPOORT, 1709, SOUTH AFRICA
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class:
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.)
The NASDAQ Stock Market LLC
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.

                         As of June 30, 2011 the Registrant had outstanding 384,884,379 ordinary shares, of no par value.
              Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
             
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 No
             
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 No
             Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Date File required to be submitted and posted 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 and post such files). Yes

             
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer
Accelerated filer Non-accelerated filer
             
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 IASB 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 No
              Contact details: Mr. T.J. Gwebu – Executive Officer: Legal, Compliance and Company Secretary
DRDGOLD Limited, Quadrum Office Park, First Floor, Building 1, 50 Constantia Boulevard, Constantia Kloof Ext. 28, Roodepoort,
                                                                1709, South Africa; Telephone: +27 11 470 2600

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TABLE OF CONTENTS
Page
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.................................................
5
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE ...............................................................................
5
ITEM 3.
KEY INFORMATION ..................................................................................................................................
5
3A.
Selected Financial Data .................................................................................................................................
5
3B.
Capitalization And Indebtedness ....................................................................................................................
7
3C.
Reasons For The Offer And Use Of Proceeds .................................................................................................
7
3D.
Risk
Factors
..................................................................................................................................................
7
ITEM 4.
INFORMATION ON THE COMPANY ........................................................................................................
21
4A.
History And Development Of The Company ................................................................................................
21
4B.
Business
Overview
........................................................................................................................................
25
4C.
Organizational
Structure
................................................................................................................................
35
4D.
Property, Plants And Equipment ..................................................................................................................
36
ITEM 4A.
UNRESOLVED STAFF COMMENTS .........................................................................................................
54
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS....................................................................
55
5A.
Operating
Results
.........................................................................................................................................
56
5B.
Liquidity
And
Capital
Resources
....................................................................................................................
78
5C.
Research And Development, Patents And Licenses Etc .................................................................................
80
5D.
Trend
Information
.........................................................................................................................................
80
5E.
Off-Balance
Sheet
Arrangements
...................................................................................................................
80
5F.
Tabular Disclosure Of Contractual Obligations ...............................................................................................
81
5G.
Safe
Harbor
..................................................................................................................................................
81
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES .....................................................................
82
6A.
Directors And Senior Management.................................................................................................................
82
6B.
Compensation
...............................................................................................................................................
84
6C.
Board
Practices
.............................................................................................................................................
86
6D.
Employees
....................................................................................................................................................
90
6E.
Share
Ownership
...........................................................................................................................................
92
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ....................................................
94
7A.
Major
Shareholders
.......................................................................................................................................
94
7B.
Related
Party
Transactions
.............................................................................................................................
95
7C.
Interests Of Experts And Counsel...................................................................................................................
95
ITEM 8.
FINANCIAL INFORMATION .....................................................................................................................
96
8A.
Consolidated Statements And Other Financial Information ...........................................................................
96
8B.
Significant
Changes.......................................................................................................................................
96
ITEM 9.
THE OFFER AND LISTING ........................................................................................................................
97
9A.
Offer And Listing Details ..............................................................................................................................
97
9B.
Plan Of Distribution ......................................................................................................................................
97
9C.
Markets
........................................................................................................................................................
98
9D.
Selling
Shareholders
......................................................................................................................................
98
9E.
Dilution
........................................................................................................................................................
98
9F.
Expenses Of The Issue ..................................................................................................................................
98
ITEM 10.
ADDITIONAL INFORMATION ..................................................................................................................
99
10A.
Share
Capital
................................................................................................................................................
99
10B.
Memorandum And Articles Of Association ....................................................................................................
99
10C.
Material
Contracts
.........................................................................................................................................
101
10D.
Exchange
Controls
........................................................................................................................................
102
10E.
Taxation
.......................................................................................................................................................
104
10F.
Dividends And Paying Agents .......................................................................................................................
108
10G.
Statement
By
Experts
....................................................................................................................................
108
10H.
Documents On Display ..................................................................................................................................
108
10I.
Subsidiary
Information
..................................................................................................................................
108
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ....................................
109
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ...................................................
110
12A.
Debt Securities ..............................................................................................................................................
110
12B.
Warrants and Rights ......................................................................................................................................
110
12C.
Other Securities.............................................................................................................................................
110
12D
American Depositary Shares ..........................................................................................................................
110
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TABLE OF CONTENTS
PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ............................................................
111
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS .
111
ITEM 15.
CONTROLS AND PROCEDURES ...............................................................................................................
111
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT .............................................................................................
112
ITEM 16B.
CODE OF ETHICS .......................................................................................................................................
112
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES..................................................................................
112
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES .....................................
113
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ................
113
ITEM 16F
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT....................................................................
113
ITEM 16G.
CORPORATE GOVERNANCE ....................................................................................................................
113
PART III
ITEM 17.
FINANCIAL STATEMENTS .......................................................................................................................
115
ITEM 18.
FINANCIAL STATEMENTS .......................................................................................................................
F-pages
ITEM 19.
EXHIBITS....................................................................................................................................................
116
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1
Preparation of Financial Information

We are a South African company and currently all of our operations, as measured in production ounces, are located there.
Accordingly, our books of account are maintained in South African Rand. Our financial statements included in our corporate filings
in South Africa were prepared in accordance with International Financial Reporting Standards (IFRS), as approved by the
International Accounting Standards Board (IASB) for the financial years ended June 30, 2009, 2010 and 2011. All references to
“dollars” or “$” herein are to United States Dollars, references to “rand” or “R” are to South African Rands and references to “A$”
are to Australian Dollars.

Prior to fiscal year ended June 30, 2008, our annual financial statements (translated into dollars) were prepared and filed
with the U.S. Securities and Exchange Commission (“SEC”) in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”). On December 21, 2007, the SEC adopted rules allowing foreign private issuers that file Annual
Reports on Form 20-F to file financial statements with the SEC in accordance with IFRS as issued by the IASB without
reconciliation to U.S. GAAP. As per these new rules, we changed our basis of presentation and included in this Annual Report our
consolidated financial statements prepared in accordance with IFRS as issued by the IASB. All financial information, except as
otherwise noted, are stated in accordance with IFRS as issued by the IASB.

We present our financial information in rand, which is our presentation currency. Solely for your convenience, this
Form 20-F 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 R7.90 per $1.00, which was the noon buying rate in New York City on
September 30, 2011.

In this Annual Report on Form 20-F, we present certain non-IFRS financial measures such as the financial items “cash
costs per kilogram” and “total costs per kilogram” which have been determined using industry guidelines promulgated by the
Gold Institute. An investor should not consider these items in isolation or as alternatives to cash and cash equivalents, operating
costs, profit/(loss) attributable to equity owners of the parent, profit/(loss) before taxation and other items or any other measure of
financial performance presented in accordance with IFRS or as an indicator of our performance. While the Gold Institute has
provided definitions for the calculation of cash costs, the calculation of cash costs per kilogram, total costs and total 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 costs and total costs per kilogram- Reconciliation of cash costs per kilogram, total costs and total 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, associates and joint ventures, 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 Exchange Act,
regarding future events or other future financial performance and information relating to us 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. These statements also include descriptions in connection with, among other things:
    •     estimates regarding future production and throughput capacity;
    •     our anticipated commitments;
    •     our ability to fund our operations in the next 12 months; and
    •     estimated production costs, cash costs per ounce and total costs per ounce.
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 or achievements that may be expressed or implied by such forward-looking statements, including, among others:
    •     adverse changes or uncertainties in general economic conditions in the markets we serve;
    •     regulatory developments adverse to us or difficulties in maintaining necessary licenses or other governmental approvals;
         changes in our competitive position;
    •     changes in business strategy;
    •     any major disruption in production at our key facilities; or
    •     adverse changes in foreign exchange rates and various other factors.
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2
For a discussion of such risks, see Item 3D.: “Risk Factors.” The risk factors described in Item 3D. could affect our future
results, causing these results to differ materially from these 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 or unpredictable factors could also have material adverse effects on future results.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
hereof. We 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.
Imperial units of measure and metric equivalents
Units stated in this Annual Report are measured in Imperial and Metric.
Metric                                         Imperial                                     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 kilometres
1 meter
3.28084 feet
1 foot
0.3048 metres
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 centimetres
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
Adularia .........................................   A transparent or translucent variety of common feldspar.
Archaean........................................ 
  A period of the geological time scale between 2.5 and 4.6 billion years ago, the earliest part of the
Precambrian.
Assaying ........................................   The chemical testing process of rock samples to determine mineral content.
Auriferous ...................................... 
  Containing gold.
Bonanza ........................................ 
  Unexpected high-grade occurrences.
Care and maintenance ..................... 
Cease active mining activity at a shaft, but continue to incur costs to ensure that the Ore Reserves
are open, serviceable and legally compliant.
Cash costs per kilogram ..................  Cash 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 costs per kilogram
are calculated by dividing cash costs by kilograms of gold produced. Cash costs per kilogram
have been calculated on a consistent basis for all periods presented. 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.
Caving ...........................................   A type of mining in which the ore is blasted and drawn in a manner causing the overhead rock to
cave in.
Conglomerate .................................  A coarse-grained sedimentary rock consisting of rounded or sub-rounded pebbles.
Cut-and-fill .................................... 
  A mining method in which a slice of rock is removed after blasting and replaced with a slice of
fill material to provide workers with a platform to mine the next slice of rock.
Cut-off grade ..................................  The minimum in-situ grade of ore blocks for which the cash costs per ounce, excluding overhead
costs, are equal to a projected gold price per ounce.
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 .........................................    Broken rock entering the ore flow at zero or minimal grade and therefore diluting the gold
content per ton.
Diorite ...........................................   An igneous rock formed by the solidification of molten material.
Doré ..............................................   Unrefined gold and silver bullion bars consisting of approximately 90% precious metals which
will be further refined to almost pure metal.
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Electrowinning ...............................  The process of recovering metal from ore by means of electro-chemical processes.
Grade ............................................. 
  The amount of gold contained within auriferous material generally expressed in ounces per ton or
grams per ton of ore.
g/t ..................................................   Grams per ton.
Horizon.......................................... 
  A plane indicating a particular position in a stratigraphic sequence. This may be a theoretical
surface with no thickness or a distinctive bed.
Igneous rock...................................   Rock which is magmatic in origin.
Intrusive ......................................... 
Rock which while molten, penetrated into or between other rocks, but solidified before reaching
the surface.
Life of mine ...................................   Projected life of a mining operation based on the Proven and Probable Ore Reserves.
Metallurgical plant.......................... 
  A processing plant (mill) erected to treat ore and extract the contained gold.
Mine call factor .............................. 
This is the gold content recovered expressed as a percentage of the gold content called.
Mill ............................................... 
  Material passed through the metallurgical plant for processing.
Mt ................................................. 
  Million tons.
Opening up .................................... 
  The potential that previously abandoned shafts and mining or developed areas, have to be
reopened and mined.
Ore ................................................   A mixture of valuable and worthless minerals from which the extraction of at least one mineral is
technically and economically viable.
Ore Reserves ..................................   Attributable total ore reserves of subsidiaries.
Pay-limit ........................................ 
The minimum in-situ grade of ore blocks for which cash costs, including all overhead costs, are
equal to a projected gold price per ounce.
Payshoot ........................................   Is a zone in which the average value of the ore is well in excess of that of the surrounding area,
and which has a more or less consistent direction or trend, or orientation.
Proven Ore Reserves ......................
Reserves for which (a) the quantity is computed from dimensions revealed in outcrops, trenches,
workings or drill holes; grade and/or quality are computed from the results of detailed sampling
and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic
character is so well defined that size, shape, depth, and mineral content of Ore Reserves are
well-established.
Probable Ore Reserves ....................   Reserves for which quantity and grade and/or quality are computed from information similar to
that used for Proven Ore Reserves, but the sites for inspection, sampling, and measurement are
farther apart or are otherwise less adequately spaced. The degree of assurance, although lower
than that for Proven Ore Reserves, is high enough to assume continuity between points of
observation.
oz/t ................................................   Ounces per ton.
Reef ............................................... 
  A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic
levels of gold.
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.
Sedimentary ...................................   Formed by the deposition of solid fragmental material that originated from weathering of rocks
and was transported from a source to a site of deposition.
Shaft ..............................................   An opening cut downwards for transporting personnel, equipment, supplies, ore and waste. A
shaft is also used for ventilation and as an auxiliary exit. It is equipped with a hoist system that
lowers and raises a cage in the shaft, transporting equipment, personnel, materials, ore and waste.
A shaft generally has more than one compartment.
Shrinkage stoping ...........................   A mining method in which a small percentage of the broken ore is drawn as mining progresses to
make room for subsequent mining activities. Most of the blasted ore is left to accumulate in the
stope and is drawn after the stope is completely mined.
Slimes ............................................   The fraction of tailings discharged from a processing plant after the valuable minerals have been
recovered.
Sloughing ......................................    The localized failure of part of the slimes dam wall caused by a build up of water within the dam.
Stope ............................................. 
  Underground production working area on the Ore Horizon.
Stoping ..........................................
   Is the removal of the wanted ore from an underground mine leaving behind an open space known
as a stope. Stoping is used when the country rock is sufficiently strong not to cave into the stope,
although in most cases artificial support is also provided.
Sub-level stoping ............................   A method of mining in which the ore is blasted, on multiple levels in one stope, and drawn off as
it is blasted, leaving an open stope.
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.
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4
Tonnage/Tonne ..............................  Quantities where the metric tonne is 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.
Total costs per kilogram .................  Total costs per kilogram represent the full amount of costs incurred and represents the difference
between revenues from gold bullion and profits or losses before taxation. Total costs per
kilogram are calculated by dividing total costs by kilograms of gold produced. Total costs per
kilogram have been calculated on a consistent basis for all periods presented. 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.
Tpm ...............................................  Tonne per month.
Up-dip mining ................................ 
  A mining method in which the drilled and blasted ore gravitates into slushers or gullies leaving
an open space. This is normally used in narrow stopes.
Waste rock .....................................   Non-auriferous rock.
Yield.............................................. 
   The amount of recovered gold from production generally expressed in ounces or grams per tonne
of ore.
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5
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. SELECTED FINANCIAL DATA

The following selected consolidated financial data as at June 30, 2011, 2010 and 2009 and for the years ended June 30,
2011, 2010 and 2009 are derived from our consolidated financial statements set forth elsewhere in this Annual Report, which have
been prepared in accordance with IFRS, as issued by the IASB. These consolidated financial statements have been audited by
KPMG Inc. as at June 30, 2011, 2010 and 2009 and for the years ended June 30, 2011, 2010 and 2009. Prior to fiscal year ended June
30, 2008, our annual financial statements (translated into dollars) were prepared and filed with the SEC in accordance with U.S.
GAAP. On December 21, 2007, the SEC, adopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to
file with the SEC financial statements in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP. As per
these new rules, we changed our basis of presentation and have included in this Annual Report our consolidated financial statements
prepared in accordance with IFRS as issued by the IASB. The selected consolidated financial data as at June 30, 2007 and 2008, for
the years ended June 30, 2007 and 2008 are derived from audited consolidated financial statements not appearing in this Annual
Report which have been prepared in accordance with IFRS as issued by the IASB. The selected consolidated financial data set forth
below should be read in conjunction with Item 5.: “Operating and Financial Review and Prospects” and with the consolidated
financial statements and the notes thereto and the other financial information appearing elsewhere in this Annual Report.
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6
Selected Consolidated Financial Data
(in thousands, except share, per share and ounce data)
Year ended June 30,
2011
1
2011
2010
2009
2008
2
2007
2
$’000                         R’000                         R’000                        R’000                        R’000                        R’000
Profit or loss Data
Revenue
......................................................
324,723         2,565,319        1,990,522         1,910,738         1,933,147
2,209,705
Results from operating activities ...................
(52,401)
(413,971)
35,485
(82,008)
(15,175)
(1,173,375)
Results from operating activities from
continuing operations ................................
(52,401)
(413,971)
35,485
(82,008)
102,194
22,541
(Loss)/profit for the year attributable to
equity owners of the parent ........................
(36,445)
(287,915)
207,815
129,124
996,041
(924,466)
(Loss)/profit for the year attributable to
equity owners of the parent from
continuing
operations
................................
(36,445)
(287,915)            207,815           129,124            128,558
(2,674)
Per Share Data
Basic (loss)/earnings per share (cents) ...........
(9)
(75)
55
34
265
(271)
Basic (loss)/earnings per share - continuing
operations
(cents)
.....................................
(9)
(75)                     55                    34                     34                     (1)
Diluted (loss)/earnings per share (cents) ........
(9)
(75)
55
34
265
(271)
Diluted (loss)/earnings per share -
continuing operations (cents) ....................
(9)
(75)
55
34
34
(1)
Dividends proposed per share (ZAR cents)....
7.5
5.0
5.0
10.0
-
Dividends proposed per ADS (USD cents) ....
9.5
7.3
6.7
10.6
-
Average
exchange
rate
(USD1:ZAR)
............
6.9865             7.6117              9.0484              7.3123
7.2188
Number of shares issued as at June 30...........
384,884,379
384,884,379
384,884,379
378,001,303
376,571,588
370,341,981
Statement of financial position Data
Total
assets..................................................
289,704          2,288,661         2,580,292       2,625,772          2,262,495
1,947,163
Equity
(Net
assets)
.......................................
154,325          1,219,166          1,649,961      1,583,979          1,305,461
143,456
Ordinary
share
capital
..................................
523,114           4,132,604         4,133,318       4,104,480         4,098,206
4,069,096

Month
2011                        2011                              2011                          2011                          2011                              2011
September                   August                               July                           June                           May                             April
Exchange Rate Data
Average (USD1:ZAR) ...................................
7.4833                 7.0549                      6.7628                    6.7765                   6.8243                       6.7045
High (USD1:ZAR) ........................................
8.3065                 7.2764                      6.9500                    6.8890                   7.0185                       6.8312
Low (USD1:ZAR) .........................................
6.9963                  6.6368                     6.6364                     6.6624                  6.5173                       6.5863
1
2
Translations into Dollars in this table are for convenience only and are computed at the noon buying rate in New York City at September 30,
2011 of R7.90 per $1.00. You should not view such translations as a representation that such amounts represent actual Dollar amounts.
    Comparatives have been restated for the reclassification of the Australasian operations as discontinued operations. The discontinued operations
relate to the Porgera Joint Venture (disposed on August 17, 2007), Emperor (disposed on October 22, 2007) and Netgold (disposed on March 13,
2008).
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7
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 the most relevant 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; and
•     Risks related to ownership in our ordinary shares or American Depositary Shares, or ADSs.

Risks related to our business and operations
Changes in the market price for gold, which in the past has fluctuated widely, and exchange rate fluctuations affect the
profitability of our operations and the cash flows generated by those operations.
As the majority of our production costs are in rands, while gold is generally sold in dollars, our financial condition has
been and could be materially harmed in the future by an appreciation in the value of the rand. Due to the marginal nature of our
underground mine any sustained decline in the market price of gold, below the cost of production, could result in the closure of
our underground mine which would result in significant costs and expenditure, for example, incurring retrenchment costs earlier
than expected, that would negatively and adversely affect our business, operating results and financial condition.
We 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. We sell our gold and trade our foreign currency at the spot price in the market on the date of trade. If the
dollar gold price should fall and the regional functional currencies should strengthen against the dollar, resulting in revenue below our
cost of production and remain at such levels for any sustained period, we may experience losses and may be forced to curtail or
suspend some or all of our operations. In addition, we might not be able to recover any losses we may incur during that period or
maintain adequate gold reserves for future exploitation.

Exchange rates are influenced by global economic trends which are beyond our control. In fiscal 2011, fiscal 2010 and fiscal
2009 the rand strengthened against the dollar by 10.8%, 2.9% and 1.0% respectively (based on exchange rates at June 30 of each
year). From December 2001, when it reached R13.44 = $1.00, the rand has appreciated by 49.2% against the dollar to R6.83= $1.00
at June 30, 2011 (based on closing rates). At September 30, 2011 the rand traded at R7.90 = $1.00, a 15.7% weakening relative to the
Dollar from June 30, 2011.

A decrease in the dollar gold price and a strengthening of the foreign exchange rate of the rand could result in a decrease in
our profitability. In fiscal 2011, 2010 and 2009 100% of production was from our South African mines providing significant exposure
to the strengthening of the rand and a decrease in profitability. If the rand were to continue to appreciate against the dollar, our
operations could experience a reduction in cash flow and profitability and this would negatively and adversely affect our business,
operating results and financial condition.

Inflation may have a material adverse effect on our results of operations.
South Africa has experienced high rates of inflation in the past. Because we are unable to control the market price at
which we sell the gold we produce, it is possible that significantly higher future inflation in South Africa may result in an increase
in our future operational costs in rand, without a concurrent devaluation of the rand against the dollar or an increase in the dollar
price of gold. This could have a material adverse effect upon our results of operations and our financial condition. Significantly
higher and sustained inflation in the future, with a consequent increase in operational costs, could result in operations being
discontinued or reduced or rationalized at higher cost mines.



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We have incurred losses in the past as well as in the current year and may incur losses in the future.

We had a net loss of R415.4 million for fiscal 2011, and achieved net profits of R203.4 million and R110.7 million for fiscal
2010 and 2009, respectively. The loss in fiscal 2011 related to an impairment of R546.6 million against the property, plant and
equipment of Blyvooruitzicht Gold Mining Company Limited, or Blyvoor, due to the uncertainties surrounding the business rescue
proceedings they are undergoing and other factors.

Our profits and cash flows of our operations are directly exposed to the strength of the rand and higher input costs as we do
not hedge. Blyvoor’s underground mine is also regarded as an older, higher cost and lower grade gold producer. In addition, our
ability to identify Ore Reserves that have reasonable prospects for economic extraction while maintaining sufficient controls on
production and other costs, will have a material influence on the future viability of our operations.
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 gold price, production
volumes, recovered grades, costs and seismicity. 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 alternative financing and we cannot guarantee that any such financing
would be on acceptable terms, or would be permitted under the terms of our existing financing arrangements, or would be available at
any terms. In the absence of sufficient cash flows or 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 increased working capital requirements may be adversely affected.
The failure to discover or acquire new Ore Reserves could negatively affect our cash flow, results of operations and
financial condition.
Our future cash flow, results of operations and financial condition are directly related to the success of our exploration
and acquisition efforts in the regions in which we operate and any new regions that we identify for future growth opportunities.
Our Ore Reserves for fiscal 2011 increased by 5% due to the higher rand gold price used in the Ore Reserve calculation. Our Ore
Reserves for fiscal 2010 increased by 15% as a result of the higher rand gold price used in the Ore Reserve calculation together
with the expected increase in Crown’s deposition capacity as a consequence of the construction of the Crown/Ergo pipeline
linking Crown Gold Recoveries (Pty) Limited, or Crown, to Ergo’s Brakpan deposition site. Ergo collectively refers to Ergo
Mining (Pty) Limited, or the Ergo JV, and ErgoGold. Our Ore Reserves for fiscal 2009 increased by 16%, primarily due to the
inclusion of the Elsburg tailings owned by East Rand Proprietary Mines Limited, or ERPM. Mining higher grade reserves in our
underground mine is likely to be more difficult in the future, due to the age of this mine and safety concerns, and could result in
increased production costs and reduced profitability. We are currently also conducting exploration activities in Zimbabwe. We can
make no assurances that any new or ongoing exploration programs will result in new mineral producing operations that will
sustain or increase our Ore Reserves. A failure to discover or acquire new Ore Reserves in sufficient quantities to maintain or
grow the current level of our reserves will negatively affect our future cash flow, results of operations and financial condition.
We may need to improve our internal controls over financial reporting and our independent auditors may not be able to
attest to their effectiveness because of inherent limitations.
We have evaluated our internal controls over financial reporting for the current fiscal period so that management can attest
to the effectiveness of these controls, as required by Section 404 of the United States Sarbanes-Oxley Act of 2002. Management has
determined that these controls are effective for the 2011, 2010 and 2009 fiscal years respectively and did not identify any material
weaknesses within our internal controls surrounding the financial reporting process. These internal controls over financial reporting
may not be sufficient to prevent significant deficiencies or material weaknesses in the future, and we may also identify other
conditions that could result in significant deficiencies or material weaknesses. In this event, we could experience a negative reaction
in the financial markets and incur additional costs in improving the condition of our internal controls. For a detailed discussion of
controls and procedures, see Item 15.: “Controls and Procedures.”









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9

Increased production costs could have an adverse effect
on our results of operations.

Our historical production costs have varied significantly and we may not be able to accurately predict and adequately
provide for an increase in our production costs. Production costs are affected by, among other things:
     labor stability, lack of productivity and increases in labor costs;
•     increases in crude oil, steel, electricity and water prices;
•     unforeseen changes in ore grades and recoveries;
•     unexpected changes in the quality or quantity of reserves;
•     unstable or unexpected ground conditions and seismic activity;
•     technical production issues;
•     environmental and industrial accidents;
•     gold theft;
•     environmental factors; and
•     pollution.
The majority of our production costs consist of labor, steel, electricity, water, fuels, lubricants and other oil and petroleum
based products. The production costs incurred at our operations have, and could in the future, increase at rates in excess of our annual
expected inflationary increase and result in the restructuring of these operations at substantial cost. The majority of our South African
labor force is unionized and their wage increase demands are usually above the then prevailing rates of inflation. As at September 30,
2011, we were still engaged in wage negotiations at all of our operations for the fiscal 2012 and 2013 wage increases. In October
2011, Blyvoor signed a three-year wage settlement agreement with the National Union of Mineworkers (NUM) and the United
Association of South Africa (UASA). In terms of the settlement, employees in Categories 4 and 5 miners would receive a 7%
increase and employees in Categories 6 - 8, miners, artisans and officials would receive a 6% increase in each year, with the third
year being the greater of these percentages or CPI as at 1 July 2013. In addition, employees in both recognition units will
participate in a gold price/profit linked profit share bonus scheme, in terms of which their overall increases can rise to a total of
15%. In addition, in the past, we have been impacted by large price increases imposed by our South African steel suppliers and
parastatal entities which supply us with electricity and water. These, combined with the increases in labor costs, could result in our
costs of production increasing above the gold price received. Discussions with steel suppliers and parastatal entities to moderate price
increases have been unsuccessful in the past.

The costs of fuels, lubricants and other oil and petroleum based products have increased in fiscal 2011 as a result of the
general increase in the cost of crude oil in global markets. During fiscal 2010, the average brent crude oil price was approximately
$75 per barrel and in fiscal 2011, the average brent crude oil price was approximately $97 per barrel. In the event that crude oil prices
continue increasing, this could have a significant impact on our production costs.

Our initiatives to reduce costs, such as reducing our labor force, negotiating lower price increases for consumables and
stringent cost controls such as comparing whether actual costs stay within budget parameters, may not be sufficient to offset the
increases imposed on our operations and could negatively affect our business, operating results and financial condition.
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 impact the environment, including land, habitat, streams and
environment near the mining sites. 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 to achieve compliance, therefore having a material adverse effect on our profitability.

We have made, and expect to make in the future, expenditures to comply with these environmental laws and regulations. We
have estimated our aggregate Group Rehabilitation, Reclamation and Closure cost provision at R490.2 million included on our
statement of financial position as at June 30, 2011. However, the ultimate amount of rehabilitation costs may in the future exceed the
current estimates due to influences beyond our control, such as changing legislation, higher than expected cost increases, or
unidentified rehabilitation costs. We have funded these environmental rehabilitation costs by making contributions over the life of the
mine to environmental trust funds established for our operations. If any of the 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 litigation and potentially significant liabilities.

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Seismicity and other natural disasters could impact the going concern of our operations.

We run the inherent risk that seismic activity and/or other natural disasters could cripple our operations and affect their
ability to continue production. Seismic activity has had, and may continue to have, a harmful effect on our business, operating results
and financial condition. For example, on May 29, 2009, the Blyvoor operations suffered the effects of a seismic event which knocked
out a number of its high grade panels in the 38/29 section at No. 5 Shaft. This resulted in gold production being approximately 151kg
lower than expected for the four month period ended October 31, 2009 (this excludes the impact of the strike action by our NUM
employees during the months of September and October 2009).

Flooding at our operations may cause us to incur liabilities for environmental damage.

Flooding of underground mining areas is an inherent risk at our underground operations. If the rate of rise of water is not
controlled, water from underground mining areas could potentially rise to the surface or decant into surrounding underground mining
areas or natural underground water sources. Due to the withdrawal of government pumping subsidies at Durban Deep and West Wits,
we have ceased active pumping of underground water at these mines. We also stopped pumping of underground water at our ERPM
underground operation on August 20, 2009. Progressive flooding where these operations and operations from other mining
companies are located could eventually cause the discharge of polluted water to the surface and to local water sources.
Estimates of the probable rate of rise of water in those mines are contradictory and lack scientific support, however, should
underground water levels not reach a natural subterranean equilibrium, and in the event that underground water rises to the surface,
we may face, together with all other mining companies in those areas, claims relating to environmental damage as a result of
pollution of ground water, streams and wetlands. These claims may have a material adverse effect on our business, operating results
and financial condition.

We have ageing assets, which exposes us to greater risk of our infrastructure failing, higher maintenance costs and
potentially greater health, safety and environmental liabilities.

Some of our assets, especially at our underground mine, are mature assets, which we acquired after they had reached the end
of the planned production cycle under their previous owners, and our strategy has been to revive these assets through specialist
planning and mining techniques. The ageing infrastructure and installations typical of these operations require constant maintenance
and continuing capital expenditure. This materially increases our operational expenditure. In addition, the technology applied in many
of our installations was not regularly updated by the previous owners and accordingly has become obsolete compared to the
technology used in more modern mines. As a result, the risk of technology failure is high, and the maintenance of these installations,
costly. Due to the nature of the business and because our marginal underground mine predominantly comprises of aged
infrastructures, we inherently run the risk of exposure to greater health, safety and environmental liabilities which we closely monitor,
but are unable to fully mitigate.
Limited tailings dam capacity at Crown exposes us to greater risk of financial loss due to lower production and health,
safety and environmental liabilities.

Our ageing tailings facilities at Crown are exposed to numerous risks and events, the occurrence of which may result in the
failure or breach 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 seismicity. In the event that we are limited on how much treated ore, sand or slime we
can deposit at Crown’s deposition sites and deposition capacity created by the Ergo/Crown pipeline project, we could be forced to
stop or limit operations, the dams could overflow and the health and safety of our employees and communities living around these
dams could be jeopardized. In the event that this occurs, our Crown operations will be adversely affected and this in turn could have a
material adverse effect on our business, operating results and financial condition.

Ergo also have tailings facilities that are exposed to the same risks as described above.

Due to the nature of our business, our Operations face extensive health and safety risks.

Regrettably one person died in a work-related incident during fiscal 2011, compared to two fatalities in fiscal 2010. The
employee succumbed to suspected heat stroke during a reconnaissance exercise at Blyvoor's No. 5 shaft and died in hospital the next
day. On September 20, 2011, Blyvoor had a seismic event at their No 5 shaft where five people had been injured. 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. While seismic monitoring continues to be an invaluable tool in the management of seismicity, there is still a risk of seismic
induced fatalities occurring which we may not be able to prevent. These incidents could lead to mine operations being halted and that
will increase our unit production costs, due to loss of production. This could have a material adverse effect on our business, operating
results and financial condition.
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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 to insure, including those in respect of past mining activities. Our existing property, business interruption and other
insurance contains certain exclusions and limitations on coverage. We have insured property, including loss of profits due to business
interruption in the amount of about R8.2 billion. Claims for each and every event are limited by the insurers to R500 million.
Business interruption is only covered from the time the loss actually occurs and is subject to time and amount deductibles that vary
between categories. General liability, fidelity, directors and officers, and other insurance cover are also in place.

Future 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, our costs may increase which 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 our Chief Executive Officer and our 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,
equity participation 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.

The Crown/Ergo pipeline is a start-up project and forecasts may not be achieved.
Implementation of the Crown/Ergo pipeline project commenced during June 2010 and is scheduled for completion by
December 2011. The pipeline will provide two of Crown’s plants with access to Ergo’s Brakpan deposition site, allowing Crown to
restore its maximum deposition capacity to 600 000tpm. Crown’s deposition capacity was reduced to 400 000tpm in fiscal 2009 due
to capacity constraints at its deposition site. Restored deposition capacity allowed Crown to account for new Ore Reserves on the
Western and Central Witwatersrand, thus increasing production and extending its life-of-mine. The Crown/Ergo pipeline project is
exposed to numerous risks associated with similar projects, including delays in completion, total abandonment of the project, higher
operating costs or lower production than forecasted which could have a material adverse effect on our business, operating results and
financial condition.

Blyvoor is under business rescue proceedings and the outcome of these proceedings could negatively affect our
business, results of operations and financial condition.
On June 23, 2011, we announced that our Board of Directors had decided to suspend financial assistance to our 74%-owned
subsidiary, Blyvoor, and on July 7, 2011, the Registrar of Companies agreed to appoint the nominated business rescue practitioner to
produce a business rescue plan for Blyvoor. The decision followed the promulgation of the new Companies Act of South Africa,
effective from May 1, 2011, which requires directors of parent companies to seek the consent of the parent company shareholders and
then to consider the effects on the solvency and liquidity of the parent company as conditions precedent to the provision of financial
assistance to subsidiaries. Blyvoor’s production had been trending down in the last quarter of fiscal 2011, as a result of a drop in
grade, public holiday interruptions and seismicity-related work stoppages, while costs had increased mainly because of higher
electricity charges, and particularly power utility Eskom’s winter tariff which had added R11.0 million a month to overhead costs.
On July 29, 2011, DRDGOLD's shareholders approved the appointment of a business rescue practitioner for Blyvoor. The
practitioner has been granted extension until November 1, 2011, to publish a business rescue plan and until December 2, 2011, for 
the business rescue process in terms of section 132(3) of the Companies Act, 2008.
Further extension may however be granted. Should 
the outcome of the business rescue proceedings not have a successful
impact on the sustainability of Blyvoor, then our business, financial 
condition and results of operations could be materially, adversely
affected.








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We may need to improve our cyber security controls which our cyber security strategy, internal controls over cyber
security and our independent auditors may not be able to attest to their effectiveness because of inherent limitations.

We have implemented a cyber security strategy and internal controls which involves the prevention, detection, correction
and recovery of data in the event of cyber security breaches. Our internal auditors also perform regular effectiveness of control
reviews and an annual external review of the effectiveness of our network security is also performed. Management has determined
that these controls are effective for the 2011, 2010 and 2009 fiscal years respectively and did not identify any material weaknesses
within our internal controls surrounding cyber security. These internal controls over cyber security may not be sufficient to prevent
significant deficiencies or material weaknesses in the future, and we may also identify other conditions that could result in significant
deficiencies or material weaknesses. In this event, we could experience the corruption or loss of data, misappropriation of assets or
sensitive information or operational disruption and incur additional costs to replace assets and improving our internal controls.

To the extent that we seek to expand and grow through acquisitions we may experience difficulty in managing these
acquisitions and integrating them with our existing operations.

Our objective is to grow our business by improving efficiency at our existing operations as well as through acquisitions.
From time to time we consider the acquisition of mining assets including ore reserves, development properties, operating mines or
mining companies. Our expansion through acquisitions of new gold mining operations involves a number of risks including:
•     maintaining our financial and strategic focus while integrating the acquired business;
•     implementing uniform standards, controls, procedures and policies at the acquired business;
•     assimilating the operations of an acquired business in a timely and efficient manner;
•     unifying our periodic and year-end financial audit processes;
•     increasing pressures on existing management to oversee an expanding company;
•     to the extent that we make an acquisition outside of markets in which we have previously operated, conducting and
     
managing operations in a new operating environment;
•     the market for acquisitions is competitive and we may not always be successful in identifying and purchasing assets that
      fit our strategy;
•     the ability to conduct a comprehensive due diligence analysis could be restricted due to unavailable information;
•     we may need to use a combination of historical and projected data in order to evaluate the financial and operational
      feasibility of the target assets. These analyses are based on a variety of factors including historical operating results,
      estimates of and assumptions about future reserves, cash and other operating costs, metal prices and projected economic
      returns and evaluations of existing or potential liabilities associated with the property and its operations. Other than
      historical operating results, all of these parameters could differ significantly from the estimates and assumptions used in
      the evaluation process, which could result in an incorrect evaluation of the quality of the assets to be acquired;
•     our inability to make suitable acquisitions at an appropriate price could adversely affect our ongoing business and
      financial condition, particularly if the rand strengthens against the dollar;
•     we may experience difficulty in negotiating acceptable terms with the seller of the business to be acquired;
•     we may not be able to obtain the financing necessary to complete future acquisitions;
•     we may not be able to obtain necessary approvals from regulatory authorities;
•     acquisitions financed through the issue of shares may result in a dilution in the value of our shares if the value of the
      business acquired is not realized; and
•     we could experience financial loss through costs incurred in evaluating and pursuing failed acquisitions or overpaying for
      an acquisition.
Any problems experienced in achieving successful integration or in connection with an acquisition as a result of one or more
of these factors could have an adverse effect on our business, operating results and financial condition.











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Risks related to the gold mining industry
A change in the 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:
•     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.

Our profitability may be negatively impacted if revenue from gold sales drops below the cost of production for an extended
period
Current economic conditions may adversely affect the profitability of the Group’s operations.
The global economy is currently undergoing a period of prolonged recession and, despite recent signs of stabilization, the
future economic environment is likely to be less favorable than that of recent years. Since September 2008, the global financial
system has experienced difficult credit and liquidity conditions and disruptions resulting in major financial institutions consolidating
or going out of business, tightened credit markets, reduced liquidity, and extreme volatility in fixed income, credit, currency and
equity markets. These conditions may adversely affect the Group’s business. For example, tightening credit conditions may make it
more difficult for the Group to obtain financing on commercially acceptable terms or make it more likely that one or more of our key
suppliers may become insolvent and lead to a supply chain breakdown. In addition, general economic indicators have deteriorated,
including declining consumer sentiment, increased unemployment, declining economic growth and uncertainty regarding corporate
earnings. To the extent the current economic downturn worsens or the economic environment in which the Group operates does not
recover, the Group could experience a material adverse effect on its business, results of operations and financial condition.


The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently
unproductive.
We must continually replace Ore Reserves that are depleted by production. Notably, underground operations at ERPM
have been halted since October 2008 and a decision was reached at the end of August 2009 to suspend underground production at
ERPM. 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. Gold mining companies may undertake
exploration activities to discover gold mineralization, which in turn may give rise to new gold bearing ore bodies. Exploration is
highly speculative in nature and requires substantial expenditure for drilling, sampling and analysis of ore bodies in order to
quantify the extent of the gold reserve. Many 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 or not the deposit contains economically recoverable mineralization. Uncertainties as to the metallurgical recovery of any
gold discovered may not warrant mining on the basis of available technology. As a result 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 mines. Our mineral exploration rights may also not contain commercially exploitable
reserves of gold. The costs incurred on unsuccessful exploration activities are, as a result, not likely to be recovered and we could
incur a write-down on our investment in that interest or the irrecoverable loss of funds spent.

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There is uncertainty with our Ore Reserve estimates.

Our Ore Reserve 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 Industry Guide 7 of the SEC. These estimates may be imprecise
and may not reflect actual reserves 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 results of operations and financial condition to decline. Moreover, if the price of gold declines, or stabilizes at a price that is
lower than recent levels, or if our production costs, and in particular our labor, water, steel and electricity costs, increase or recovery
rates decrease, it may become uneconomical to recover Ore Reserves containing relatively lower grades of mineralization. Under
these circumstances, we would be required to re-evaluate our Ore Reserves. Short-term operating factors relating to the Ore Reserves,
such as the need for sequential development of ore bodies and the processing of new or different grades, may increase our production
costs and decrease our profitability during any given period. These factors have and could result in reductions in our Ore Reserve
estimates, which could in turn adversely impact upon 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 takes place in underground mines, open pit mines and surface operations for the retreatment of
rock dumps and tailings dams. These operations are 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 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, but are not limited to:
•     environmental hazards and pollution, including the discharge of gases, toxic chemicals, pollutants, radioactive materials and
      other hazardous material into the air and water;
•     seismic activity which could lead to rock bursts, cave-ins, pit slope failures or, in the event of a significant event, total
      closure of sections or an entire underground mine;
•     unexpected geological formations which reduce or prevent mining from taking place;
•     flooding, landslides, sinkhole formation, ground subsidence, ground and surface water pollution, and waterway
      contamination;
•     underground fires and explosions, including those caused by flammable gas;
•     accidents caused from and related to drilling, blasting, removing, transporting and processing material, and the collapse of
      pit walls and tailings dams; and
• 
    a decrease in labor productivity due to labor disruptions, work stoppages, disease, slowdowns or labor strikes.
In addition, deep level underground mines in South Africa, as compared to other gold mining countries, involve
significant risks and hazards not associated with open pit or surface rock dump and tailings dam retreatment operations. These
risks and hazards include underground fires, encountering unexpected geological formations, unanticipated ground and water
conditions, fall-of-ground accidents and seismic activity. The level of seismic activity in a deep level gold mine varies based on
the rock formation and geological structures in the mine. The occurrence of any of these hazards could delay production, increase
production costs and may result in significant legal claims.

Risks related to doing business in South Africa

Political or economic instability in South Africa may reduce our production and profitability.

We are incorporated and own operations in South Africa. As a result, political and economic risks relating to South Africa
could reduce 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 the majority of 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 have impeded fixed inward
investment into South Africa and have prompted emigration of skilled workers. As a result, we may have difficulties attracting and
retaining qualified employees.





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Recently, the South African economy has been growing at a relatively slow rate, inflation and unemployment have been
high by comparison with developed countries, and foreign currency reserves have been low relative to other emerging market
countries. In the late 1980s and early 1990s, inflation in South Africa reached highs of 20.6%. This increase in inflation resulted in
considerable year on year increases in operational costs. The inflation rate in South Africa still remains relatively high compared to
first world countries. As of June 2011, the Consumer Price Inflation Index, or CPI, stood at 5.3%, up from 4.2% in June 2010, and
down from 6.9% in June 2009. The relatively high inflation rate continued at 5.7% as at September 30, 2011. Continuing high levels
of inflation in South Africa for prolonged periods, without a concurrent devaluation of the rand or increase in the price of gold, could
result in an increase in our costs which could reduce our profitability. In January 2009, the South African Reserve Bank changed the
way inflation is measured by expanding the range of consumer goods used and changing the benchmark measure from CPIX (CPI
minus mortgage costs) to CPI. Mortgage costs have been replaced by owners’ equivalent rental (OER) to capture housing costs,
making CPIX redundant. The closest measure to CPIX is CPI minus OER.

Power stoppages 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 a substantial increasing demand and insufficient generating capacity, Eskom has warned that the country could face
significant disruptions in electrical power supply in the foreseeable future. The available generating capacity of electricity was
constrained mainly as a result of unplanned maintenance at some of Eskom’s power stations, insufficient supply of coal to the coal
fired plants and skills shortages. On January 25, 2008, Eskom announced that they could no longer guarantee the supply of electricity
to the South African mining industry. Eskom subsequently cut off power supply to the mining industry for five days in fiscal 2008
and a number of power outages followed over several months thereafter. Eskom did manage to contain electricity stoppages but the
fact remains that the country’s current reserve capacity is insufficient and the risk of electricity stoppages is expected to continue
through 2013. Apart from the five-day closure, our production has not been affected, however further power supply stoppages or
power cost increases could have an adverse effect on our operating results and financial condition. Eskom have indicated that they do
not have sufficient funding required for planned infrastructure development, and have imposed the following average tariff increases:
from July 1, 2009 an average tariff increase of 31.3%, from April 1, 2010 an average tariff increase of 24.8%, from April 1, 2011 an
average tariff increase of 25.8% and from April 1, 2012 an average tariff increase of 25.9%. These increases have had an adverse
affect on our production costs particularly at our Blyvoor operation and could have a material adverse effect on our business,
operating results and financial condition.
AIDS poses risks to us in terms of productivity and costs.

Acquired Immune Deficiency Syndrome, or AIDS, and tuberculosis which is closely associated with the onset of the disease
and is exacerbated in the presence of HIV/AIDS, represents a very serious health care challenge in the mining industry. Human
Immunodeficiency Virus, or HIV, is the virus that causes AIDS and South Africa has one of the highest HIV infection rates in the
world. It is estimated that approximately 30% - 35% of the mining industry workforce in South Africa are HIV positive. The exact
extent to which our mining workforce within South Africa is infected with HIV/AIDS is unknown at this stage. The existence of the
disease poses a risk to us in terms of the potential reduction in productivity and increase in health and safety costs brought about by
the Company’s social responsibility.
The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may
have an adverse effect on the results of our operations and our financial condition.
The primary area of focus in respect of occupational health within our operations is noise-induced hearing loss (NIHL),
occupational lung diseases (OLD) and tuberculosis (TB). We provide occupational health services to our employees at our
occupational health centers and continue to improve preventive occupational hygiene initiatives. If the costs associated with
providing such occupational health services increase significantly, such increase could have an adverse effect on the results of our
operations and our financial condition.
Increased theft at our work sites, particularly of copper, may result in greater risks to employees or interruptions in
production.
Crime statistics available in South Africa indicate an increase in theft. This together with price increases for copper as a
commodity has resulted in the increased theft of copper cable. All of our operations experience high incidents of copper cable theft
despite the implementation of security measures. In 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.






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Possible scarcity of water may negatively affect our results and financial condition.
National studies conducted by the Water Research Commission, released during September 2009, found that water resources
were 4% lower than estimated in 1995 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 in the
future. Such changes would adversely impact all of our operations, which require water to operate. In particular 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, would be adversely impacted. 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. We
are currently considering a project which envisages the pumping of underground water at ERPM for use by our surface retreatment
operations.
Government policies in South Africa may adversely impact our operations and profits.
Government Regulation
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 of 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. The formulation or implementation of
government policies may be unpredictable on certain issues, including changes in laws relating to mineral rights, ownership of
mining assets and the rights to prospect and mine and in extreme cases, nationalization.

The African National Congress, or ANC, which is the ruling political party in South Africa has appointed a task force
team to investigate the feasibility of, and potential policies for, nationalization of the mining industry. The results from this task
force investigation are only expected after the ANC conference during 2012. Should any of our mines be nationalized it will
adversely affect our operations and our shareholders’ investment in our Company.
The Mineral and Petroleum Resources Development Act, 2002
On May 1, 2004, the new Minerals and Petroleum Resources Development Act, or the MPRD Act, came into effect, which
places all mineral and petroleum resources under the custodianship of the state. Private title and ownership in minerals, or the “old
order rights,” are to be converted to “new order rights,” essentially the right to mine.
Where new order rights are obtained under the MPRD Act, these rights will not be equivalent to our existing property rights.
The area covered by the new order rights may be reduced by the Department of Mineral Resources, or DMR, if it finds that the
prospecting or mining work program submitted by an applicant does not substantiate the need to retain the area covered by the old
order rights. The duration of the new order rights will no longer be perpetual but rather, in the case of new order mining rights, for a
maximum of 30 years with renewals of up to 30 years each and, in the case of prospecting rights, up to five years with one renewal of
up to three years. In addition, the new order rights will only be transferable subject to the approval of the Minister of Mineral
Resources. Mining or prospecting must commence within one year or 120 days, respectively, of the mining right or prospecting right
becoming effective, and must be conducted continuously and actively thereafter. The new rights can be suspended or cancelled by the
Minister of Mineral Resources in the event of a breach or, in the case of mining rights, non-optimal mining in accordance with the
mining work program.
The implementation of the MPRD Act will result in significant adjustments to our property ownership structure. We have
lodged applications to convert all of our old order rights, however, to the extent that we are unable to convert some of our old order
rights to new order rights, and that the exclusive rights to minerals we enjoyed under the previous statutory regime are diminished,
the operations of the MPRD Act may result in significant adjustments to our property ownership structure, which in turn could have a
material adverse effect on the underlying value of our operations. In addition, to the extent that we are unable to convert some of our
old order rights, we may have a claim for compensation based on expropriation. It is not possible to forecast with any degree of
certainty whether a claim will be enforceable against the DMR, and if enforceable, the level of compensation we will receive, if any.
As at September 30, 2011, a substantial portion of our old order mining rights are yet to be converted into new order mining rights.
The MPRD Act states that the conversions must be granted by the minister if all requirements are completed but it does not stipulate
any time frame. The MPRD Act also provides for holders of old order rights to continue to operate under the terms and conditions of
such rights until conversions under the MPRD Act have been completed. See Item 4B. “Business Overview”.






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Mining royalties and other taxation reform

The Mineral and Petroleum Resources Royalty Act, No.28 of 2008 was enacted on November 21, 2008 and was published
in the South African Government Gazette on November 24, 2008. The Mineral and Petroleum Resources Royalty Act
(Administration), No.29 of 2008, published on November 26, 2008, became effective from March 1, 2010. 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 group. The royalty is payable on old
unconverted mining rights and new converted mining rights. Introduction of further revenue based royalties or any adverse future tax
reforms would have an adverse effect on the business, operating results and financial condition of our operations.

On February 21, 2007, the South African Government announced a proposal to replace Secondary Tax on Companies
(currently 10%) with a 10% withholding tax on dividends and other distributions payable to shareholders. Although this may reduce
the tax payable by the company or our subsidiaries, the withholding tax could reduce the amount of dividends or other distributions
received by its shareholders. The proposal was expected to be implemented in 2010, but its implementation has been delayed to
April 1, 2012.

Climate change

Climate change is a global problem that requires both a concentrated international response and national efforts to reduce
greenhouse gas, or GHG, emissions. The United Nations Framework Convention on Climate Change is the main global response to
climate change. The associated Kyoto Protocol is an international agreement that classifies countries by their level of industrialization
and commits certain countries to GHG emission reduction targets. Although South Africa is not one of the developing countries
identified, it ranked among the top 20 countries measured by absolute carbon dioxide emissions. During the 2009 Copenhagen
climate change negotiations, South Africa voluntarily announced that it would act to reduce domestic GHG emissions by 34% by
2020 and 42% by 2025, subject to the availability of adequate financial, technological and other support. The two main economic
policy instruments available for setting a price on carbon and curbing GHG emissions are carbon taxation and emissions trading
schemes. In a discussions paper on carbon taxation by the South African Government released in December 2010 different methods
of carbon taxation were discussed. Should these methods be implemented, they might have a direct or indirect negative cost impact
on our operations which could have an adverse effect on the business, operating results and financial condition of our operations.
The Broad Based Socio-Economic Empowerment Charter

The Broad Based Socio-Economic Empowerment Charter for the South African Mining Industry, or Mining Charter
(effective from May 1, 2004), established certain numerical goals and timeframes to transform equity participation in the mining
industry in South Africa. The goals set by the Mining Charter include that each mining company must achieve 15 percent ownership
by historically disadvantaged South Africans, or HDSA, of its South African mining assets within five years and 26 percent
ownership within ten years from May 1, 2004. This is to be achieved by, among other methods, the sale of assets to historically
disadvantaged persons on a willing seller/willing buyer basis at market value.

In September 2010, the DMR released amendments to the Mining Charter. The intention behind the amendments to the
Mining Charter was to clarify certain ambiguities and uncertainties which existed under the Mining Charter and to provide more
specific targets. However, there are a number of matters that still require clarification and discussions in respect of interpretations of
the requirements are in progress with the DMR. The goals set by the amendments to the Mining Charter include: minimum 26%
HDSA ownership by March 2015; procurement of a minimum 40% of capital goods, 50% of consumer goods and 70% of services
from Black Economic Empowerment, or BEE, entities by March 2015; minimum 40% HDSA representation at each of executive
management level, senior management level, middle management level, junior management level and core and critical skills levels;
minimum 3% investment of annual payroll in skills training; investment in community development; and attain an occupancy rate of
one person per room in on-site accommodation.

When considering applications for the conversion of existing rights, the State will take a “scorecard” approach,
evaluating the commitments of each company to the different facets of promoting the objectives of the Mining Charter. Failure on
our part to comply with the requirements of the Mining Charter and the “scorecard” could subject us to negative consequences.
We may incur expenses in giving additional effect to the Mining Charter and the “scorecard”, including costs which we may incur
in facilitating the financing of initiatives towards ownership by historically disadvantaged persons. There is also no guarantee that
any steps we might take to comply with the Mining Charter would ensure that we could successfully acquire new order mining
rights in place of our existing rights. In addition, the terms of such new order rights may not be as favorable to us as the terms
applicable to our existing rights. We run the risk of losing our mining rights if we do not comply with the requirements stipulated
in the Mining Charter. This could have an adverse affect on our business, operating results and financial condition.


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Land claims

Our privately held land and mineral rights in South Africa could be subject to land restitution claims under the Restitution of
Land Rights Act, 1994 (as amended), or Land Rights Act. Under the Land Rights Act, any person who was dispossessed of rights to
land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including the restoration
of the land. The initial deadline for such claims was December 31, 1998. We have not been notified of any land claims, but it is
possible that administrative delays in the processing of claims could have delayed such notification. Any claims of which we are
notified in the future could have a material adverse effect on our right to the properties to which the claims relate and prevent us using
that land and exploiting any Ore Reserves located there. This could have an adverse affect 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 constitute 35% of our production costs for fiscal 2011, 34% for fiscal 2010 and 39% for fiscal 2009. As of
June 30, 2011, we employ and contract 6,875 people, of whom approximately 86% 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. In addition, we are subject to strikes by workers from time to time, which result in disruptions to our
mining operations. For example, from September 15, 2009 until October 11, 2009, a strike by members of the NUM union in
connection with a dispute over new wage agreements resulted in an average daily gold production loss of 320 ounces, almost entirely
from Blyvoor’s deep-level underground 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 and xenophobia could affect production.

We may experience labor unrest at our operations. In particular, during October and November 2002, ERPM experienced
some labor unrest during which several striking contract workers were wounded and two workers were killed by employees of a
private security company. Furthermore, during fiscal 2008, South Africa fell victim to a slew of xenophobic attacks when a series of
riots started in the township of Alexandra. This violence of locals attacking migrants from other African countries had a direct impact
on our operations at ERPM. Three employees died and attendance was down at the operation for several days. Although these attacks
have been contained, the challenge for the South African Government is to come up with a long-term and judicious immigration
policy.
A repeat of such events 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 the Common
Monetary Area, including South Africa. 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 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, it is difficult to predict whether or
how it will further relax or abolish exchange control measures in the future. For further information see Item 10D.: “Exchange
Controls.”






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Risks related to ownership of our ordinary shares or ADSs
Your ability to sell a substantial number of ordinary shares may be restricted by the limited liquidity of ordinary
shares traded on JSE Limited, or JSE.
Our primary listing for our ordinary shares is the JSE and the principal trading market for our ADSs is the Nasdaq
Capital Market, or Nasdaq. On a historical basis, the trading volumes and liquidity of shares listed on the JSE have been low in
comparison with the Nasdaq. For the 12 months ended June 30, 2011, only 33% of our ordinary shares publicly traded were traded
on the JSE. The limited liquidity of the ordinary shares traded on the JSE could limit your ability to sell a substantial number of
ordinary shares on the JSE in a timely manner, especially by means of a large block trade.

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 of 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 these
sales may occur to be substantial, 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 market place will
increase trading volumes and may place our share price under pressure.

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
and articles of association 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. In particular, South African law significantly limits the
circumstances under which shareholders of South African companies may institute litigation on behalf of a company.
We may be subject to an increase in compliance costs with our continued efforts to increase the transparency of our
reporting requirements and changing corporate governance initiatives.

As a result of our listings on Nasdaq and JSE, we are required to comply with new and changing reporting requirements
that have over recent years emphasized an increase in the transparency of public disclosure. The associated regulatory standards
set forth by the exchanges’ governing bodies may change over time and may be subject to interpretation. As a result we may not
execute the application of these standards properly and will congruently experience an increase in the cost of our compliance
efforts. For example, management’s required assessment of our internal controls over the financial reporting process stipulated by
Section 404 of the Sarbanes-Oxley Act of 2002 commands the need for resources from management in addition to our external
auditors who are required to attest to our internal control over financial reporting. Maintaining high standards of corporate
governance and public disclosure is highly prioritized in our organization and with our continued efforts to comply with these
laws currently effective and any future legislative introductions or changes, we will continue to incur the related costs.

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. In
addition, our cash producing assets are located outside the United States and a major portion of 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 outside 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.






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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), of South Africa.

It is the policy of South African courts to award compensation for the loss or damage actually 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 of 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. A 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 the purpose of use in South African courts. It is not possible therefore for an
investor to seek to impose criminal liability on us in a South African court arising from a violation of United States federal
securities laws.
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ITEM 4. INFORMATION ON THE COMPANY
4A. HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

DRDGOLD Limited is a South African gold mining company engaged in underground and surface gold mining including
exploration, extraction, processing and smelting. Our black economic empowerment partners are Khumo Gold SPV (Pty) Limited, or
Khumo Gold and an employee trust (known as the DRDSA Empowerment Trust), which hold 20% and 6% respectively in our
operating subsidiaries, Ergo Mining Operations (Pty) Limited, or Ergo Mining Operations, previously known as DRDGOLD South
African Operations (Pty) Limited, or DRDGOLD SA, and Blyvooruitzicht Gold Mining Company Limited, or Blyvoor. We have a
74% interest in Ergo Mining Operations and Blyvoor.

Ergo Mining Operations wholly owns and operates Crown Gold Recoveries (Pty) Limited, or Crown, Ergo Mining (Pty)
Limited, or the Ergo JV, and East Rand Proprietary Mines Limited, or ERPM. Ergo Mining Operations also owns 65% of ErgoGold
(unincorporated entity), with DRDGOLD holding the remaining 35%. The Ergo JV and ErgoGold are collectively referred to as
Ergo.

DRDGOLD is also a 50% partner in Chizim Gold (Pvt) Limited, or Chizim Gold, an early-stage gold exploration project on
Zimbabwe’s Greenstone Belt.

We are a public limited liability company, incorporated on February 16, 1895, as Durban Roodepoort Deep, Limited, and
our shares were listed on the JSE in that same year. In 1898, our milling operations commenced with 30 stamp mills and in that year
we treated 38,728 tons of ore and produced 22,958 ounces of gold. On December 3, 2004, the company changed its name from
Durban Roodepoort Deep, Limited to DRDGOLD Limited. Our operations have focused on South Africa's West Witwatersrand
Basin, which has been a gold producing region for over 100 years.

To facilitate access to global capital markets our shares and/or related instruments trade on the JSE, Nasdaq, the Marche
Libre on the Paris Bourse, the Brussels Bourse in the form of International Depository Receipts, the Over The Counter, or OTC,
market in Berlin and Stuttgart and the Regulated Unofficial Market on the Frankfurt Stock Exchange.

Our registered office and business address is 1
st
Floor, Building 1, Quadrum Office Park, 50 Constantia Boulevard,
Constantia Kloof Ext. 28, Roodepoort, 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 11) 470-2618. We are registered under the South African
Companies Act, 1973 (as amended) under registration number 1895/000926/06. The South African Companies Act, 1973 has been
superseded by the South African Companies Act 71, 2008 which had been promulgated as from May 1, 2011. For our ADSs, The
Bank of New York, at 101 Barclay Street, New York, NY 10286, United States, has been appointed as agent.

South Africa
•    Blyvoor, acquired on September 15, 1997, in exchange for 12,693,279 of our ordinary shares, is a predominantly
      underground operating mine located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing
      quartz pebble conglomerates in addition to certain surface sources.
    Crown, acquired on September 14, 1998, in exchange for 5,925,139 of our ordinary shares, also located within the
      Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of previous
      mining operations.
•     ERPM, which consists of the original underground mine, the Cason Dump surface retreatment operation and ERPM
      Extension 1 and 2 exploration tenements, was acquired on October 10, 2002. Underground mining at ERPM was halted in
      October 2008.
•     Ergo was formed in June 2007, primarily to recover and treat – over a period of 12 years – some 186Mt of surface tailings
      contained in the Elsburg Tailings Complex for gold. In the longer term, Ergo’s network of surface rights provide access to a
      further 600Mt of surface tailings deposited across the western, central and eastern Witwatersrand. As a second-phase
      development, in conjunction with a new pipeline linking Ergo with Crown, the Ergo plant’s second carbon-in-leach (CIL)
      circuit is being refurbished to increase capacity from 1.2Mtpm to 1.8Mtpm. Ergo is licensed to produce uranium and
      sulphuric acid, and a feasibility study to assess the potential of these by-products from the Ergo resource is ongoing.

Zimbabwe
     Chizim Gold was established, on December 9, 2009 as a 50:50 joint venture agreement entered into with Chizim
       Investments (Pvt) Limited, or Chizim Investments, to conduct feasibility studies on certain gold exploration tenements in
      Zimbabwe’s Greenstone Belt extending over an area of more than 21,000 hectares.
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22
Important Events in Our Development Generally and in the Current Year

Funding raised for the Crown/Ergo pipeline project
On September 30, 2010, DRDGOLD's subsidiary, Ergo Mining Operations, established a R500 million Domestic
Medium Term Note Programme, or DMTN Programme, under which it may from time to time issue notes. Ergo Mining
Operations successfully issued R108 million under the DMTN Programme and the different notes issued mature 12 and 24 months
from the date of issue and bear interest at the three month Johannesburg Inter-bank Acceptance Rate plus a margin ranging from
4% to 5% per annum.

The proceeds from this first issue have been applied towards the capital requirements of the Crown/Ergo pipeline project.
The new 50-kilometre pipeline, which is currently under construction and scheduled for completion by December 2011, will link
two of Crown's plants with Ergo. This will provide Crown with increased tailings deposition capacity, which has been a constraint
in recent times, and thus the potential to extend Crown’s life by bringing to account potential additional surface tailings reserves
on the western and central Witwatersrand.

As part of the pipeline project, the Ergo plant’s second carbon in leach (CIL) circuit will be refurbished to increase
capacity from 1.2Mtpm to 1.8Mtpm.

Restructuring of separate surface treatment and underground mining interests
On January 14, 2011, DRDGOLD announced a change in its group structure in order to better distinguish between its
surface retreatment and underground operations. In terms of this restructuring operating subsidiary DRDGOLD SA, changed its
name to Ergo Mining Operations. Ergo Mining Operations controls Ergo, Crown and ERPM, which are all surface retreatment
operations. In addition, Blyvoor, primarily an underground mining operation previously held 100% by DRDGOLD SA, is now
directly held by DRDGOLD (74%), Khumo Gold (20%) and the DRDSA Empowerment Trust (6%). Due to the fundamental
differences between our surface and underground operations, the Company can maximize shareholder value through the
development of separate investment opportunities.

Anglogold Ashanti offer to sell Savuka mining area to Blyvoor

On July 14, 2011, Blyvoor received an indicative offer from AngloGold Ashanti Limited (AngloGold Ashanti), which
was subject to the finalization of a definitive agreement. The AngloGold Ashanti offer involves the sale to Blyvoor of some 390
000 square meters of its neighboring Savuka mining area for R35 million. The area is not within AngloGold Ashanti’s current
mine planning. Pending the necessary regulatory approvals and subject to the finalization of a binding agreement, Blyvoor will
mine the area under contract.

Gold exploration project in Zimbabwe

On December 9, 2009, DRDGOLD together with a local Zimbabwean company, Chizim Investments, formed a company
called Chizim Gold to explore certain gold exploration tenements in Zimbabwe’s Greenstone Belt, extending over an area of more
than 21,000 hectares. Chizim Investments had the necessary mining leases for prospecting and mining and transferred these
mining leases to Chizim Gold in exchange for a 50% stake in Chizim Gold.

Ergo (includes the Ergo JV and ErgoGold)
Ergo Mining Operations, which initially owned 50% of ErgoGold, acquired a further 15% interest from Mintails SA (Pty)
Limited, or Mintails SA, on September 29, 2008. This resulted in Ergo Mining Operations, which holds its interest through its
subsidiary, ERPM, holding a 65% interest and Mintails SA a 35% interest in the joint venture.

On December 8, 2008, DRDGOLD agreed to acquire Mintails SA's remaining interest in ErgoGold, as well as all of the
shareholder’s loans owed by ErgoGold to the Mintails group. The acquisition, which was completed on March 31, 2009, resulted
in the Group acquiring 100% of ErgoGold. The purchase consideration was paid in cash and amounted to R100 million for the
15% interest and R177 million for the 35% interest.

On January 21, 2010, Ergo Mining Operations through its subsidiary ERPM, acquired the remaining 50% interest in the
Ergo JV from Mintails SA for a total consideration of R82.1 million, consisting of R62.1 million in cash and payment of the
balance of R20 million with DRDGOLD’s shares in Witfontein Mining (Pty) Limited, or Witfontein. The transaction was
completed April 15, 2010 and recorded in the financial statements effective May 1, 2010.


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23

DRDGOLD treats ErgoGold and the Ergo JV as one operating segment, called Ergo, and includes their respective
financial results within its Annual Report in accordance with IFRS 8 (Operating Segments). Furthermore, our management
believes it is appropriate to present ErgoGold and the Ergo JV together in our financial statements as they share the same
infrastructure, human resources and mineable material, with ErgoGold being focused on the extraction of gold from the re-
treatment of the Elsburg and Benoni deposition sites, and the Ergo JV being an exploration project focused on the extraction of
uranium and further gold from a range of deposition sites (including the Elsburg and Benoni sites).
Blyvoor
On November 9, 2009, we announced that, in a bid to save our Blyvoor mine from liquidation, we intended applying to the
High Court of South Africa for a provisional judicial management order over the operation. A provisional judicial management order
was granted by the High Court of South Africa on November 10, 2009.
The application, in terms of the provisions of Section 427 of the South African Companies Act, 1973, was prompted by
Blyvoor’s inability to continue to sustain losses incurred since April 2009, which were brought about by the following circumstances:
•     a drop in the rand gold price received between April 1, 2009 and September 30, 2009, due to the strengthening of the
      Rand against the US dollar;
•     extensive damage caused during May 2009 to higher-grade underground production areas at Blyvoor’s No. 5 Shaft by
      seismic activity, restoration of which was expected to take until March 2010 to complete;
•     power utility Eskom’s higher winter tariffs, compounded by a 32% price increase effective from July 1, 2009, and the
      likelihood of further increases in coming months; and
•     the wage strike by the National Union of Mineworkers, which lasted for almost a month and resulted in the loss of
      approximately 8,000 ounces of production.
In terms of a provisional judicial management order, the court appointed a judicial manager who had a wide range of powers
at his disposal to take such actions he deemed necessary to save the business. These could include giving certain creditors temporary
preference over others and agreeing compromises with creditors without the risk of committing an act of insolvency and thereby
exposing the mine to liquidation.
On April 13, 2010, DRDGOLD announced that the High Court of South Africa had agreed to lift, with immediate effect,
the provisional judicial management order in place since November 10, 2009. The Company’s application to the court for the
lifting of the provisional judicial management order, pointed out that for the period from November 2009 to February 2010,
Blyvoor had traded at an unaudited profit of R33.6 million, the amount owed to trade creditors at the time when the provisional
judicial management order was granted had been reduced from R39 million to R2.17 million, monthly production of gold had
increased from 8,745 ounces to 10,127 ounces and the gold price had increased from R240,000/kg to R265,000/kg.

On December 2, 2009, DRDGOLD announced a proposed transaction to sell 60% of Blyvoor to Aurora Empowerment
Systems (Pty) Limited, or Aurora, for R295 million. On April 1, 2010, the proposed transaction was cancelled by mutual
agreement between DRDGOLD and Aurora.

On June 23, 2011, DRDGOLD announced that it had suspended financial assistance to Blyvoor. The decision followed
the promulgation of the new South African Companies Act, 2008, which requires directors of parent companies to seek the
consent of the parent company shareholders and then to consider the effects on the solvency and liquidity of the parent company
as conditions precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been trending down as a
result of a drop in grade, public holiday interruptions and seismicity-related work stoppages, while costs had increased due mainly
to higher electricity charges, and particularly power utility Eskom’s winter tariff which added R11 million a month to overhead
costs.

The Board of Directors of Blyvoor had, in response to DRDGOLD’s decision, resolved to begin business rescue
proceedings for Blyvoor in terms of Chapter 6 of the Companies Act, 2008. The business rescue process provided for in Chapter 6
replaces the judicial management process in the previous Companies Act, 1973. DRDGOLD supported the decision of the
Blyvoor Board of Directors.






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On September 27, 2011, DRDGOLD announced that the Business Rescue Practitioner overseeing business rescue
proceedings at Blyvoor has given notice of Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section
189 (3) of the Labour Relations Act with the National Union of Mineworkers, or NUM and the United Association of South
Africa, or UASA – the Union, to consider reducing employee numbers by approximately 500 employees. The reason for the need
to consider the reduction is that Blyvoor – under business rescue proceedings in terms of Chapter 6 of the Companies Act, 2008,
since June this year – has been unable to meet production and financial targets, a situation exacerbated by higher utility costs.
Blyvoor is proposing voluntary separation and application of the principle of “last in, first out” as among the mechanisms to be
applied to effect the required reduction in employee numbers. Measures currently under consideration to achieve a targeted 30%
improvement in the cost of production in R/kg terms, and thus to avoid employee reduction, include:
•     a reduction in overtime expenditure;
•     an increase in available work time and subsequent re-organisation of shifts;
•     a re-evaluation of the profitability of 6 Shaft, 4 Shaft and the Reef Picking Project;
•     a reduction of departmental costs by 10%; and
     revised mining plans.
ERPM
On October 6, 2008 we ceased pumping at ERPM’s South West Vertical Shaft for safety reasons following the death of two
employees underground. Post mortems suggested that the two men, who had been conducting routine water level measurements, died
of asphyxiation. The South West Vertical Shaft had been used only for water pumping purposes for several years.
The Department of Mineral Resources issued a Section 54 notice under the Mine Health and Safety Act, subjecting access
into the area to certain restrictions and conditions relating to ventilation. On October 23, 2008, drilling and blasting operations were
suspended in all shafts after the cessation of pumping of underground water at South West Vertical shaft on October 6, 2008 for
safety reasons.

On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of
ERPM, and to proceed with a consultation process in terms of Section 189A of the Labor Relations Act to determine the future of
the mine’s 1,700 employees. The consultation process was completed on January 20, 2009 and 1,335 employees were retrenched.
On August 20, 2009, we discontinued care and maintenance and closed the underground operations.

Other

On September 17, 2008, our wholly-owned subsidiary, DRD (Offshore) Limited, sold all of its shares in G.M. Network
Limited, or GoldMoney, to other GoldMoney shareholders. The cash consideration in respect of the disposal amounted to
R23.8 million ($2.9 million). GoldMoney is a company that holds the rights, patents and other intellectual property of
GoldMoney.com, which is a product specializing in digital gold currency. We previously held a 50.25% shareholding in Net-Gold
Services Limited, which was converted on March 30, 2008, into a 12.3% shareholding in GoldMoney.

In January 2009 we completed the acquisition of 28.33% of the shares in West Wits SA (Pty) Limited a subsidiary of
West Wits Mining Limited, an Australian based listed company. The formation of the company was to explore, evaluate and
potentially extract gold and uranium from the West Rand Goldfield of South Africa's Witwatersrand Basin.
On December 9, 2008, Argonaut Financial Services (Pty) Ltd, or Argonaut, Mintails SA and Witfontein, entered into a
share purchase agreement (SPA) which resulted in Argonaut (a wholly owned subsidiary of DRDGOLD) and Mintails SA each
owning 50% of the shareholding of Witfontein as well as being authorized to each appoint 50% of the board. Previously Mintails
SA owned 100% of the issued share capital of Witfontein. Witfontein is to be used as a future deposition establishment facility
(i.e. slime deposition). On January 21, 2010, the Company entered into an agreement to sell its interest in Witfontein to Mintails
SA for R20 million and regulatory approval was obtained on April 15, 2010. The R20 million consideration was set off against the
acquisition price payable to Mintails SA for ERPM’s acquisition of the remaining 50% in the Ergo JV.
On July 22, 2009, the Company announced the rejection by the Mintails board of the offer by Ergo Mining Operations to
purchase the South African business assets of Mintails after its announcement dated June 29, 2009, which set out information
relating to Mintails having conditionally accepted an offer by Ergo Mining Operations, to acquire all of its South African business
assets, excluding its interest in West Wits Mining Limited.

On June 30, 2010, DRDGOLD signed a heads of agreement with the JSE listed White Water Resources Limited, or
White Water, according to which White Water would acquire from ERPM, for the amount of R18.5 million, the prospecting right
over ERPM Extensions 1 and 2 and the mining right over ERPM Extension 1. On September 7, 2010 negotiations were terminated
due to the non-fulfillment of conditions precedent.

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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.”
4B. BUSINESS OVERVIEW

Description of Our Mining Business

Exploration

Exploration activities are focused on the extension of existing ore bodies and identification of new ore bodies both at
existing sites and at undeveloped sites. Once a potential ore body has been discovered, exploration is extended and intensified in
order to enable clearer definition of the ore body and the portions with the potential to be mined. Geological techniques are constantly
refined to improve the economic viability of exploration and exploitation.

Mining

Our operations comprise relatively mature assets and the principal mining method used is the extraction of previously
abandoned Ore Reserves, which require a high degree of opening up and retreatment of these previously abandoned Ore Reserves.

Our Metallurgical Plants and Processes

A detailed review of the metallurgical plants and processes for each of the mining operations is provided under Item 4D:
“Property, Plant and Equipment.”

Market

The gold market is relatively liquid compared to other commodity markets, with the price of gold generally 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 (due to the tendency of
gold to retain its value in relative terms against basic goods and in times of inflation and monetary crises).
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, gold is often seen as a safe haven, leading to increased purchases of gold and support for
its price.

The gold market was strong but remained volatile in fiscal 2011, trading between a low of $1,157 per ounce and a high of
$1,553 per ounce. The average spot price was 26% higher than in the previous fiscal year, at $1,369 per ounce. Amid continuing
global economic uncertainty, investors turned once more to gold (notably to safe-haven products such as Exchange Traded Funds)
and this, together with more de-hedging activity and a slowdown in new mine supply, particularly from South Africa, saw demand
exceed supply. The average gold price received by us for the year was R308,220 per kilogram which was 15% higher than the
previous year at R267,292 per kilogram.

Looking ahead, we believe that the global economic environment, including economic uncertainty and other factors, will
continue to make gold attractive to investors. The supply side shortfall is likely to continue because of circumstances including
operational challenges and delays in opening new mines and the challenge, particularly to South African producers such as ourselves,
of maintaining profitable production in the face of increasing mining depths and rising costs.

Our total revenue by geographic market was as follows:

Year ended June 30,
2011                      2010                      2009
R’000                     R’000                    R’000
South Africa ..........................................................................................
2,565,319                1,990,522             1,910,738
2,565,319                1,990,522             1,910,738

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All gold produced by our South African Operations is sold on our behalf by Rand Refinery Limited, or RRL, in accordance
with a refining agreement entered into in October 2001. At our various operations the gold bars which are produced consist of
approximately 85% gold, 7-8% silver and the balance comprises copper and other common elements. The gold bars are sent to RRL
for assaying and final refining where the gold is purified to 99.9% and cast into troy ounce bars of varying weights. RRL then usually
sells the gold on the same day as delivery, for the London afternoon fixed Dollar price, with the proceeds remitted to us in rand
within two days. In exchange for this service, we pay RRL a variable refining fee plus fixed marketing, loan and administration fees.
We currently own 4% (Fiscal 2010: 4%) of RRL (which is jointly owned by South African mining companies), which is disclosed in
our financial statements, however the Company believes it has the right to a further 6.22% in RRL which is currently being brought
to RRL’s attention and the Company will contest if this additional interest is not awarded. Mr. T.J. Gwebu our Executive Officer
Compliance, is a director of RRL and Mr. D.J. Pretorius, our Chief Executive Officer, is an alternate director of RRL.

Ore Reserves
The tables below set out the Proven and Probable Ore Reserves that are the Group’s Ore Reserves as of June 30, 2011,
and 2010, in both imperial and metric units. Our Ore Reserves are comprised of our attributable Ore Reserves.
Ore Reserve estimates in this Annual Report are reported in accordance with the requirements of the SEC’s Industry
Guide 7. Accordingly, as of the date of reporting, all reserves are planned to be mined out under the life of mine business plans
within the period of our existing rights to mine, or within the time period of assured renewal periods of our rights to mine. In
addition, as of the date of reporting, all reserves are covered by required permits and governmental approvals. See Item 4D.:
“Property, Plant and Equipment” for a description of the rights in relation to each mine.
In South Africa, we are legally required to publicly report Ore Reserves and Mineral Resources in compliance with the
South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, or SAMREC Code. The
SEC’s Industry Guide 7 does not recognize Mineral Resources. Accordingly, we do not include estimates of Mineral Resources in
this Annual Report.
Ore Reserve calculations are subject to a review conducted in accordance with SEC Industry Guide 7. Components of the
calculations included in the geological models and input parameters of the reserve estimation procedures, were checked. In
addition, visual inspection of the planning to deliver an individual block to the metallurgical plant, and the recovery, and
deposition of the tailings, took place. A check is also made of the financial input into the costs and revenue to affirm that they are
within reasonable limits.
The Ore Reserves are inclusive of diluting materials and allow for losses that may occur when the material is mined. Ore
Reserve tons, grade and content are quoted as delivered to the gold plant. There are two types of methods available to select ore for
mining. The first is pay-limit, which includes cash costs, including overhead costs, to calculate the pay-limit grade. The second is the
cut-off grade which includes cash costs, excluding fixed overhead costs, to calculate the cut-off grade, resulting in a lower figure than
the full pay-limit grade. The cut-off grade is based upon direct costs from the mining plan, taking into consideration production
levels, production efficiencies and the expected costs. We use the pay-limit to determine which areas to mine, as an overhead
inclusive amount that is indicative of the break-even position, especially for marginal mining operations.

The pay-limit approach is based on the minimum in-situ grade of ore blocks, for which the production costs, which includes
all overhead costs, including head office charges, are equal to a three-year historical average gold price per ounce for that year. This
calculation also considers the previous three years’ mining and milling efficiencies, which includes metallurgical and other mining
factors and the production plan for the next twelve months. Only blocks above the pay-limit grade are considered for mining. The
pay-limit grade is higher than the cut-off grade, because this includes overhead costs, which indicates the break-even position of the
operation, especially significant for marginal mines.
When delineating the economic limits to the ore bodies, we adhere to the following guidelines:
•     The potential ore to be mined is well defined by an externally verified and approved geological model created using our
       mining software;
•     The potential ore, which is legally allowed to be mined, is also confined by the mine's lease boundaries; and
     A full life of mine business plan (physical 5 year plan) is constructed to mine the ore from existing infrastructure.
Our Ore Reserves figures are estimates, which may not reflect actual reserves or future production. We have prepared these
figures in accordance with industry practice, converting mineral deposits to an Ore Reserve through the preparation of a mining plan.
The Ore Reserve estimates contained herein inherently include a degree of uncertainty and depend to some extent on statistical
inferences which may ultimately prove to have been unreliable.


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Reserve estimates require revisions based on actual production experience or new information. 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 adversely affect our operations. Moreover, if
the price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates
decrease, it may become uneconomical to recover Ore Reserves containing relatively lower grades of mineralization.

Our Ore Reserves are prepared using three year average gold prices at the time of reserve determination. In light of the
significant increase in gold prices, since fiscal 2006 the Company prepares its life of mine business plans using the prevailing gold
price at the time of the reserve determination, which is at the end of the fiscal year.

Gold prices and exchange rates used for Ore Reserves and for our business plan are outlined in the following table.

2011 
                                                            2010
Three-year average              Business Plan    Three-year average              Business Plan
Reserve gold price –$/oz
1,121
1,536
926
1,244
Reserve gold price –R/kg
276,753
328,155
236,752
306,081
Exchange
rate
–R/$
7.68                            6.65                            7.95                           7.65

In fiscal 2011, our attributable Ore Reserves increased by 5% from 6.0 million ounces at June 30, 2010, to 6.3 million
ounces at June 30, 2011, primarily as a consequence of the higher gold price.

Based on the life of mine business plans, the life of mine for each of our operations at June 30, 2011, are set out in the
table below. The decrease in the life of mine of Crown is due to the redistribution of the throughput of volumes between the
Crown and City plants from 400 tonnes and 200 tonnes per month, respectively, in fiscal 2010 to 300 tonnes and 300 tonnes,
respectively, in fiscal 2011.
                                                                                          Underground                                                   Surface
Mine 
                                                                                  2011                          2010                           2011                           2010
Blyvoor ....................................................
20 years
20 years
1 years
3 years
Crown .......................................................
Not applicable
Not applicable
11 years
14 years
Ergo..........................................................
Not applicable
Not applicable
11 years
12 years

Our Ore Reserves as of June 30, 2011 and 2010 are set forth in the table below.
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Ore Reserves: Imperial
At June 30, 2011
At June 30, 2010
Proven Ore Reserves
Probable Ore Reserves
Proven Ore Reserves
Probable Ore Reserves
Tons
Grade
Gold
Content
Tons
Grade
Gold
Content
Tons
Grade
Gold
Content
Tons
Grade
Gold
Content
(mill)
(oz/ton)
('000 ozs)
(mill)
(oz/ton)
('000 ozs)
(mill)
(oz/ton) ('000 ozs)
(mill)
(oz/ton)
('000 ozs)
Blyvoor
1
Underground
.................................................
18.44
0.16
2,913           9.06
0.15
1,352
16.83
0.18
3,075
4.40
0.17
769
Surface
..........................................................
2.18
0.03
74
-
-
-
4.98
0.03
129
-
-
-
Total Blyvoor ..................................................
20.62                   0.14                       2,987
9.06                  0.15                    1,352           21.81               0.15
3,204                 4.40
0.17                       769
Crown
1 2
Surface
.............................................................
14.95
0.01
220         54.90                 0.01                       589
18.74                0.02
293
50.64                  0.01
565
Total Crown
....................................................
14.95                   0.01
220          54.90
0.01
589           18.74
0.02
293
50.64
0.01
565
Ergo
1
3
Surface
.............................................................
132.51
0.01
1,188
-
-
-          139.44
0.01
1,196
-
-
-
Total Ergo .......................................................
132.51                   0.01                       1,188                  -
-
-
139.44
0.01                    1,196
-
-
-
Total
Group
Underground
....................................................
18.44
0.16
2,913            9.06
0.15
1,352
16.83
0.18
3,075
4.40
0.17
769
Surface
.............................................................
149.64
0.01
1,482          54.90                 0.01                      589
163.16                0.01                   1,618
50.64                  0.01
565
Total
4
..................................................................
168.08                  0.03                       4,395
63.96                 0.03                    1,941
179.99
0.03                    4,693
55.04                  0.02                   1,334
1
Proven and Probable Ore reserves for fiscal 2011 and 2010 reflect our attributable 74% interest in Blyvoor, Crown and Ergo.
2
Crown’s Ore Reserves include the Cason Dump which is being processed by Crown, however the mining right for the Cason Dump is owned by ERPM.
3
Ergo’s Ore Reserves include the Elsburg and Benoni tailings complexes which are being processed by Ergo, however the mining rights for these tailings are owned by ERPM.
4
The Ore Reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.
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Ore Reserves: Metric
At June 30, 2011
At June 30, 2010
Proven Ore Reserves
Probable Ore Reserves
Proven Ore Reserves
Probable Ore Reserves
Tonnes              Grade
Gold
Content            Tonnes                Grade
Gold
Content          Tonnes                Grade
Gold
Content
Tonnes
Grade
Gold
Content
(mill)          (g/tonne)                   (tonnes)           (mill)              (g/tonne)       (tonnes)             (mill)
(g/tonne)
(tonnes)
(mill)
(g/tonne)
(tonnes)
Blyvoor
1
Underground
...............................................
16.73                  5.42                        90.61
8.22                   5.12                    42.06
15.27                6.26
95.63
3.99                    5.99
23.91
Surface..............................................................
1.98                  1.16
2.29                     -
-
-
4.52                 0.88                   4.00                     -
-
-
Total Blyvoor ................................................
18.71                  4.97                        92.90
8.22                    5.12                    42.06
19.79                 5.03
99.63
3.99                    5.99
23.91
Crown
1
2
Surface
.............................................................
13.57                  0.50
6.83
49.81                     0.37                    18.32
17.00                 0.54                    9.11
45.94                    0.38
17.56
Total Crown
....................................................
13.57                  0.50
6.83
49.81                     0.37                     18.32           17.00
0.54                    9.11           45.94                    0.38              17.56
Ergo
1
3
Underground
.....................................................
                       -
-
                                                     -
                                                 -
                                                -
Surface
.............................................................
120.21                   0.31                       36.96                      -
-
-
126.50                  0.29
37.19                      -
-
-
Total Ergo
........................................................
120.21                    0.31                      36.96                      -
-
-
126.50                  0.29
37.19                      -
-
-
Total
Group
Underground
...................................................
16.73                    5.42                       90.61
8.22                    5.12                    42.06
15.27                 6.26
95.63
3.99                    5.99
23.91
Surface..............................................................
135.76                    0.34                       46.08
49.81                     0.37                    18.32
148.02                  0.34
50.30
45.94                    0.38
17.56
Total
4
.................................................................
152.49                    0.90                     136.69
58.03                     1.04                    60.38
163.29                  0.89
145.93
49.93                    0.83
41.47
1
Proven and Probable Ore Reserves for fiscal 2011 and 2010 reflect our attributable 74% interest in Blyvoor, Crown and Ergo.
2
Crown’s Ore Reserves include the Cason Dump which is being processed by Crown, however the mining right for the Cason Dump is owned by ERPM.
3
Ergo’s Ore Reserves include the Elsburg and Benoni tailings complexes which are being processed by Ergo, however the mining rights for these tailings are owned by ERPM.
4
The Ore Reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.
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The measurement and classification of our Proven and Probable Ore Reserves are sensitive to the fluctuation of the gold
price. If we had used different gold prices than the three-year average prices at the time of reserve determination as of June 30, 2011,
2010 and 2009 respectively, we would have had significantly different reserves as of those dates. Using the same methodology and
assumptions as were used to estimate Ore Reserves but with different gold prices, our attributable Ore Reserves as of June 30, 2011,
2010 and 2009 would be as follows:
Year ended June 30, 2011
Three-year
average price
Business Plan
at prevailing
price
10% Below
prevailing
price
10% Above
prevailing
price
Rand gold price per kilogram .......................................
276,753                             328,155                           295,340                            360,971
Dollar gold price per ounce ..........................................
1,121                                 1,536                                1,382                                  1,690
Attributable ore reserves (million ounces) ...............
6.3
7.3
6.7
7.8
Year ended June 30, 2010
Three-year
average price
Business Plan
at prevailing
price
10% Below
prevailing
price
10% Above
prevailing
price
Rand gold price per kilogram .......................................
236,752                             306,081                            275,473                           336,689
Dollar gold price per ounce ..........................................
926                                 1,244                                 1,120                               1,368
Attributable ore reserves (million ounces) ...............
6.0
7.3
6.8
7.8
Year ended June 30, 2009
Three-year
average price
Business Plan
at prevailing
price
10% Below
prevailing
price
10% Above
prevailing
price
Rand gold price per kilogram .......................................
199,331                             241,834                             217,651                         266,017
Dollar gold price per ounce ..........................................
778                                     885                                    796                                    973
Attributable ore reserves (million ounces) ...............
5.2
6.1
5.6
6.4
The approximate mining recovery factors for the 2011 ore reserves shown in the above table are as follows:
Underground                                                                                                             Surface
Mine
Dilution
(Sundries,
Shortfall and
Development)
(%)
Mine Call Factor
(%)
Metallurgical and
recovery factor
(%)
Mine Call Factor
(%)
Metallurgical and
recovery factor
(%)
Blyvoor ...................
23.2                                            81.0                                            92.3
  100.0                                          40.6
Crown .......................
    Not applicable
     Not applicable
     Not applicable
  100.0
59.3
Ergo ..........................
    Not applicable
     Not applicable
     Not applicable
  100.0
39.3
The approximate mining recovery factors for the 2010 ore reserves shown in the above table are as follows:
Underground                                                                                                             Surface
Mine
Dilution
(Sundries,
Shortfall and
Development)
(%)
Mine Call Factor
(%)
Metallurgical and
recovery factor
(%)
Mine Call Factor
(%)
Metallurgical and
recovery factor
(%)
Blyvoor ...................
 23.8                                            81.9                                           93.2
 100.0                                           44.4
Crown .......................
     Not applicable
     Not applicable
    Not applicable
 100.0
64.0
Ergo ..........................
     Not applicable
     Not applicable
    Not applicable
  100.0
43.0
The following table shows the average drill/sample spacing (rounded to the nearest foot), as at June 30, 2011 and 2010, for
each category of Ore Reserves at our mines calculated based on a three year average dollar price of gold.
Mine
Proven
Reserves
Probable
Reserves
Blyvoor .......................................................................................................
16 ft. by 24 ft.
20 ft. by 20 ft.
Crown ..........................................................................................................
328 ft. by 328 ft.
328 ft. by 328 ft.
Ergo .............................................................................................................
328 ft. by 328 ft.
Not applicable
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The pay-limit grades based on the three year average dollar price for gold and costs used to determine reserves as of
June 30, 2011, are as follows:

Underground                                                                          Surface
Mine
Pay-limit grade
(g/t)
Costs used to
determine pay-
limit grade
(R/t)
Pay-limit grade
(g/t)
Costs used to
determine pay-
limit grade (R/t)
Blyvoor ................................................................
7.94                               1,284.34
0.27
30.04
Crown ..................................................................
Not applicable
Not applicable
0.52
84.86
Ergo .....................................................................
Not applicable
Not applicable
0.24
25.60
The pay-limit grades and costs used to determine reserves as of June 30, 2010, are as follows:

Underground                                                                           Surface
Mine
Pay-limit grade
(g/t)
Costs used to
determine pay-
limit grade
(R/t)
Pay-limit grade
(g/t)
Costs used to
determine pay-
limit grade (R/t)
Blyvoor ................................................................
9.26                              1,298.59
0.24
25.10
Crown ..................................................................
Not applicable
Not applicable
0.32
55.00
Ergo .....................................................................
Not applicable
Not applicable
0.19
23.14
We apply the pay-limit approach to the mineralized material database of our various shafts or business units in order to
determine the tonnage and grade available for mining.

Governmental regulations and their effects on our business

South Africa

Common Law Mineral Rights and Statutory Mining Rights

Prior to the introduction of the Minerals and Petroleum Resources Development Act, or MPRD Act, in 2002, private
ownership in mineral rights and statutory mining rights in South Africa could be acquired through the common law or by statute.
Under the old regime, the term freehold title refers to a right of ownership of land and the surface thereof and the term “mining title”
refers to a right of ownership of the minerals below the surface or the right to mine such minerals. With effect from May 1, 2004, all
minerals have been placed under the custodianship of the South African government under the provisions of the MPRD Act, and old
order proprietary rights need to be converted to new order rights of use within certain prescribed periods, as dealt with in more detail
below.

Old Order Rights - Mining Authorizations

Holders of mining authorizations issued under the previous regime were given an opportunity to apply for conversion
thereof until May 1, 2009. No person or mining entity may prospect or mine for minerals without being granted a prospecting or
mining authorization. Prior to granting a prospecting or mining authorization, two requirements had to be fulfilled. First, the mining
entity must either be the registered holder of the mineral rights or have obtained the written consent of the registered holder of the
mineral rights to mine the minerals concerned for its own account. Second, the Department of Mineral Resources, or the DMR, must
be satisfied with the scale, manner and duration of the intended prospecting or mining operations and must approve an Environmental
Management Program, or EMP. A prospecting permit was issued for a limited period but could be renewed on application. A mining
license was generally issued until such time that the minerals could no longer be mined in an economically viable manner. The rights
enjoyed under these authorities will endure until they are converted within the period of time prescribed in the MPRD Act.
Thereafter, such rights will lapse.

Conversion of Rights under the Mineral and Petroleum Resources Development Act, 2002

Existing common law prospecting, mining and mineral rights, or old order rights, need 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 MPRD Act.




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In respect of used old order mining rights, the DMR is obliged to convert the rights if 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 the social and labor plan. These applications had to be submitted within five years after the promulgation
of the MPRD Act on May 1, 2004. Similar procedures apply where we hold prospecting rights and a prospecting permit and conduct
prospecting operations. Where we hold unused old order rights however, the application for conversion to mining or prospecting
rights had to be submitted within one year from May 1, 2004. The requirements for unused old order rights are more stringent than
for used old order rights, particularly insofar as the percentage of ownership from historically disadvantaged groups is concerned.
Under the MRPD Act, mining rights are not perpetual, but endure for a maximum of thirty years, after which they may be renewed
for a further thirty years. Prospecting rights are limited to five years, with one renewal of three years. Applications for conversion of
our mining rights have been submitted to the DMR and approval is awaited. During this period, we are permitted to continue to
operate under the terms and conditions of the old order rights which we hold.

If any of our applications for conversion are refused, a claim for compensation, based on expropriation may be lodged
against the State. The DMR may attach specific conditions and limitations to the exercise of new order rights. It may, for example,
reduce the area over which the new order right applies, if it is of the view that the prospecting or mining works programs submitted
by an applicant do not justify the extent of the area covered by the old order right. They may also be suspended or cancelled by the
Minister of Mineral Resources in the event of a breach or, in the case of mining rights, of non-optimal mining in accordance with the
mining works program.

Mining royalties
Royalties from mining activities became payable to the state, as from March 1, 2010, under provisions contained in the
Mineral and Petroleum Resources Royalty Act, or the Royalty Act. The most significant feature of the Royalty Act is that the
royalty is to be determined in accordance with a formula based system and no longer to be a predetermined specific rate for the
different types of minerals. The royalty is deductible for normal income tax purposes.
The Royalty Act defines the tax base as gross sales excluding the transportation and handling costs of the final product.
The final product can be either the “refined” or “unrefined” mineral depending on the nature of the mineral in question. There has
been general consensus that a formula derived mineral royalty rate regime is more equitable and provides the necessary relief for
mines during times of difficulties, e.g. low commodity prices and mines that become marginal due to low grades. The formula-
based mineral royalty rate regime also ensures that the State shares in the benefits of higher commodity prices. The State thus
shares in the downside risks, when mines become marginal, and in the upside benefits during times of high commodity prices.
Based on comments received the formulae were adjusted to take into account the capital intensive nature of certain mining
operations, especially Gold mining and Oil and Gas. The formulae use earnings before income tax, or EBIT, with 100 percent
capital expensing. Given that a distinction is drawn between refined and unrefined minerals, the mineral royalty percentage rates
(Y%) is based on the following formulae:

For refined minerals: Y (%) = 0.5 + [(EBIT divided by (Gross Sales multiplied by 12.5)) multiplied by 100]. This rate is
capped at a maximum of 5.0%.

For unrefined minerals: Y (%) = 0.5 + [(EBIT divided by (Gross Sales multiplied by 9.0)) multiplied by 100]. This rate is
capped at a maximum of 7.0%.

For the purpose of calculating the royalty percentage rates a negative EBIT will be set equal to zero.
The Broad Based Socio-Economic Empowerment Charter

In order to promote broader based participation in mining revenue, the MPRD Act provides for a Mining Charter to be
developed by the Minister within six months of commencement of the MPRD Act, beginning May 1, 2004. The Mining Charter
came into effect in August 2004 and its objectives include:
•     increased direct and indirect ownership of mining entities by qualifying parties as defined in the Mining Charter;
•     expansion of opportunities for persons disadvantaged by unfair discrimination under the previous political dispensation;
•     expansion of the skills base of such persons, the promotion of employment and advancement of the social and economic
      welfare of mining communities; and
•     promotion of beneficiation.





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The Mining Charter sets certain numerical and timeframe goals on equity participation 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 within ten years from May 1, 2004. 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 by the government.

We are unable to identify any permits, rights or investments which we may lose as a result of any non-compliance. The
provisions of the Mining Charter apply to each mining company individually. As transactions, to comply with the Mining Charter,
are to be at market value, we do not anticipate incurring any loss in continuing to fulfill our obligations provided that we are able to
identify suitable partners that are able to obtain adequate funding.

We have achieved our commitment to ownership compliance with the MPRD Act through our existing black economic
empowerment structure with Khumo Gold and the DRDSA Empowerment Trust. Our black economic empowerment partners,
Khumo Gold and the DRDSA Empowerment Trust, hold 20% and 6% respectively in each of our operating subsidiaries, Ergo
Mining Operations and Blyvoor. (See Item 4A.: “History and Development of the Company”).

Mine Health and Safety Regulation

The South African Mine Health and Safety Act, 1996 (as amended), or the Mine Health and Safety Act, came into effect in
January 1997. The principal object of the Mine Health and Safety Act is to improve health and safety at South African mines and to
this end, imposes various duties on us at our mines, and grants the authorities broad powers to, among other things, close unsafe
mines and order corrective action relating to health and safety matters. In the event of any future accidents at any of our mines,
regulatory authorities could take steps which could increase our costs and/or reduce our production capacity. There are amendments
to the act currently before parliament to ratify the stopping of production and increase punitive measures including increased financial
fines and legal liability of mine management. Some of the more important new provisions in the bill as approved by the Portfolio
Committee are a new section 50(7A) that obliges an inspector to impose a prohibition on the further functioning of a site where a
person’s death, serious injury or illness to a person, or a health threatening occurrence has occurred; a new section 86A(1) creating
a new offence for any person who contravenes or fails to comply with the provisions of the Mine Health and Safety Act thereby
causing a person’s death or serious injury or illness to a person. Subsection (3) further provides that (a) the “fact that the person
issued instructions prohibiting the performance or an omission is not in itself sufficient proof that all reasonable steps were taken
to prevent the performance or omission”; and that (b) “the defense of ignorance or mistake by any person accused cannot be
permitted”; or that (c) “the defense that the death of a person, injury, illness or endangerment was caused by the performance or an
omission of any individual within the employ of the employer may not be admitted”; a new section 86A(2) creating an offence of
vicarious liability for the employer where a Chief Executive Officer, manager, agent or employee of the employer committed an
offence and the employer either connived at or permitted the performance or an omission by the Chief Executive Officer,
manager, agent or employee concerned; or did not take all reasonable steps to prevent the performance or an omission. The
maximum fines have also been increased. Any owner convicted in terms of section 86 or 86A may be sentenced to “withdrawal or
suspension of the permit” or to a fine of R3 million or a period of imprisonment not exceeding five years or to both such fine and
imprisonment, while the maximum fine for other offences and for administrative fines have all been increased, with the highest
being R1 million.

Under the South African Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), or COID Act,
employers are required to contribute to a fund specifically created for the purpose of compensating employees or their dependants for
disability or death arising in the course of their work. Employees who are incapacitated in the course of their work have no claim for
compensation directly from the employer and must claim compensation from the COID Act fund. Employees are entitled to
compensation without having to prove that the injury or disease was caused by negligence on the part of the employer, although if
negligence is involved, increased compensation may be payable by this fund. The COID Act relieves employers from the prospect of
costly damages, but does not relieve employers from liability for negligent acts caused to third parties outside the scope of
employment. In fiscal 2011, we contributed approximately R12.6 million under the COID Act to a multi-employer industry fund
administered by Rand Mutual Assurance Limited.

Under the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the multi-
employer fund pays compensation to employees of mines performing “risk work,” usually in circumstances where the employee is
exposed to dust, gases, vapors, chemical substances or other working conditions which are potentially harmful, or if the employee
contracts a “compensatable disease,” which includes pneumoconiosis, tuberculosis, or a permanent obstruction of the airways. No
employee is entitled to benefits under the Occupational Diseases Act for any disease for which compensation has been received or is
still to be received under the COID Act. Currently the Group is compliant with these payment requirements, which are based on a
combination of the employee costs and claims made during the fiscal year.
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Uranium and radon are often encountered during the ordinary course of gold mining operations in South Africa, and present
potential risks for radiation exposure of workers at those operations and the public to radiation in the nearby vicinity. We monitor our
uranium and radon emissions and believe that we are currently in compliance with all local laws and regulations pertaining to
uranium and radon management and that we are within the current legislative exposure limits prescribed for workers and the public,
under the Nuclear Energy Act, 1999 (as amended) and Regulations from the National Nuclear Regulator.

Environmental Regulation
Managing the impact of mining on the environment is extensively regulated by statute in South Africa. Recent statutory
enactments set compliance standards both generally, in the case of the National Environmental Management Act, and in respect of
specific areas of environment impact, as in the case of the Air Quality Act 2004, the National Water Act (managing effluent), and the
Nuclear Regulator Act 1999. Liability for environmental damage is also extended beyond the corporate veil to impose personal
liability on managers and directors of mining corporations that are found to have violated applicable laws.
The impact on the environment by mining operations is extensively regulated by the MPRD Act. The MPRD Act has
onerous provisions for personal liability of directors of companies whose mining operations have an unacceptable impact on the
environment.
Under the MPRD Act, new order mining rights are not issued unless a complete environmental impact assessment is
conducted and all potentially affected parties have been given an opportunity to comment on the proposed mining. Mining companies
are also required to demonstrate both the technical and financial ability to sustain an ongoing environmental management program, or
EMP, and achieve ultimate rehabilitation, the particulars of which are to be incorporated in an EMP. This program is required to be
submitted and approved by the DMR as a prerequisite for the issue of a new order mining right. Various funding mechanisms are in
place, including trust funds and concurrent rehabilitation budgets, to fund the rehabilitation liability.
The MPRD Act imposes specific, ongoing environmental monitoring and financial reporting obligations on the holders of
mining rights.

Because of the diverse nature of our operations, ranging from underground mining to surface reclamation activities,
environmental risks vary from site to site. These risks have been addressed in EMPs which have been submitted to the DMR for
approval. In November 2006, amended EMPs to conform to the required format of the MPRD Act were submitted for all operations
in South Africa for approval. Additionally, the key environmental issues have been prioritized and are being addressed through active
management input and support as well as progress measured in terms of activity schedules and timescales determined for each
activity. Two environmental compliance assessments have been conducted at Blyvoor and Crown, which both show that these mines
are in substantial compliance with the conditions of their EMPs.

Our existing reporting and controls framework is consistent with the additional reporting and assessment requirements of the
MPRD Act.

Financial Provision for Rehabilitation

We are required to make financial provision for the cost of mine closure and post-closure rehabilitation, including
monitoring once the mining operations cease. We have funded these environmental rehabilitation costs by making contributions over
the life of the mine to environmental trust funds established for each operation. Funds are irrevocably contributed to trusts that
function under the authority of trustees that have been appointed by, and who owe a statutory duty of trust, to the Master of the High
Court of South Africa. The funds held in these trusts are invested primarily in interest bearing debt securities. As of June 30, 2011, we
held a total of R134.2 million (2010: R126.1 million) in trust, the balance held in each fund being R33.5 million (2010:
R31.9 million) for Blyvoor, R23.0 million (2010: R21.8 million) for Durban Deep, R56.5 million (2010: R52.3 million) for Crown,
R21.2 million (20109: R20.1 million) for ERPM. Trustee meetings are held as required, and quarterly reports on the financial status
of the funds, are submitted to our board of directors.

The financial provisions for West Wits and Durban Deep have been consolidated into a single rehabilitation trust. The West
Wits financial provision has been impaired as at June 30, 2010 and 2011, because it will be transferred along with the rehabilitation
liability over the West Wits mining rights which have been disposed of.

We address shortfalls in the funds by accruing trust investment income for the benefit of the funds by replenishing it with
the proceeds from the sale of redundant mining equipment at the end of the life of the mine and gold from mine cleanup. If any of the
operations are prematurely closed, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of those
operations.


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Whereas the old Minerals Act allowed for the establishment of a fully funded rehabilitation fund over the life of mine, the
MPRD Act assumes a fully compliant fund at any given time in the production life of a mine. The DMR appears to have taken a
practical approach in dealing with this change, and has indicated that the traditional ring fencing of funds may, for investment
purposes be relaxed, and that insurance instruments may also be received subject to the DMR’s consent, to make up the shortfall in
available cash funds. The Company has subsequently made use of approved insurance products for a portion of its rehabilitation
liabilities.

The aggregate group rehabilitation, reclamation and closure cost provision was R490.2 million at June 30, 2011, compared
to R420.6 million at June 30, 2010. This has been included in the provision for environmental rehabilitation, restoration and closure
in our financial statements as at June 30, 2011.
4C. ORGANIZATIONAL STRUCTURE

The following chart shows our principal subsidiaries and joint venture as of September 30, 2011. All of our subsidiaries are
incorporated in South Africa. We hold the majority of the investments directly or indirectly as indicated below. Refer to Exhibit 8.1
for a list of our significant subsidiaries. In addition, DRDGOLD holds a 50% joint venture interest in Chizim Gold which is
incorporated in Zimbabwe.

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36
4D. PROPERTY, PLANT AND EQUIPMENT

DRDGOLD OPERATIONS
SEPTEMBER 30, 2011



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37
Description of Significant Subsidiaries, Properties and Mining Operations

Witwatersrand Basin Geology

Blyvoor is predominantly an underground operating mine located within a geographical region known as the Witwatersrand
Basin, exploiting gold bearing reefs in addition to certain surface sources. Crown, ERPM and Ergo are also located within the
Witwatersrand Basin. Crown exploits various surface sources, including sand and slime tailings deposited as part of historical mining
operations. ERPM, which halted its underground mining operation in October 2008, continues as a surface operation processing sand
from the Cason Dump as part of the Crown operating segment. Ergo is a surface retreatment operation which is currently processing
slime tailings from the Elsburg tailings facility, which were historically deposited by ERPM’s underground mining operation. Our
underground operation is typical of the many gold mining operations in the area which together have produced approximately
1.5 billion ounces of gold over a period of more than 100 years.

The Witwatersrand Basin comprises a 4 mile (6 kilometers) vertical thickness of sedimentary rocks situated within the
Kaapvaal Craton, extending laterally for approximately 186 miles (299 kilometers) East-Northeast and 62 miles (100 kilometers)
South-Southeast. The sedimentary rocks generally dip at shallow angles towards the center of the basin, though locally this may vary.
The Witwatersrand Basin is Achaean in age and the sedimentary rocks are considered to be approximately 2.7 to 2.8 billion years old.

Gold mineralization in the Witwatersrand Basin occurs within horizons termed reefs. These occur within seven separate
goldfields located along the eastern, northern and western margins of the basin. These goldfields are known as the Evander Goldfield,
the East Rand Goldfield, the West Rand Goldfield, the Far West Rand Goldfield, the Central Rand Goldfield, the Klerksdorp
Goldfield and the Free State Goldfield. As a result of faulting and other primary controls of mineralization, the goldfields are not
continuous and are characterized by the presence or dominance of different reef units. The reefs are generally less than 6 feet (2
meters) thick but, in certain instances, these deposits form stacked clastic wedges which are hundreds of feet thick.

The gold generally occurs in native form within the various reefs, often associated with pyrite and carbon.

Blyvoor

Overview

We own 74% of the Blyvooruitzicht Gold Mining Company Limited, which in turn owns 100% of the Doornfontein Gold
Mining Company Limited. The consolidated mining operation, referred to as Blyvoor, consists of the adjacent mines of
Blyvooruitzicht and Doornfontein which are located within the Far West Rand Goldfield on the northwestern edge of the
Witwatersrand Basin. Blyvoor was the first mine in the “West Wits” line. Together, these two operations have produced over
38 million ounces of gold since inception in 1937 of which over 2.4 million ounces were produced since Blyvoor had been acquired
by the DRDGOLD group.

At June 30, 2011, Blyvoor had 4,779 employees, including contractors.

Property

Blyvoor is located on the West Wits line within the Far West Rand Goldfield on the northwestern rim of the Witwatersrand
Basin, near the town of Carletonville, Gauteng Province, about 50.0 miles (80.5 kilometers) south-west of Johannesburg and is
reached via the R528 road to Carletonville on the N12 Johannesburg-Potchefstroom-Kimberly highway.

The climate of the Highveld area (at an elevation of 5,249 feet (1,600 meters) above mean sea level), where the mine is
situated, is humid continental with warm summers and cold winters. Temperatures range from a minimum of 23 degrees
Fahrenheit (-5 degrees Celsius) in June and July, to a maximum of 93 degrees Fahrenheit (34 degrees Celsius) in December and
January.

The operating facilities are all situated on property belonging to Blyvoor, and include the shaft complexes, administrative
offices for the managerial, administrative, financial and technical disciplines, extensive workshops and consumable stores, the
metallurgical plants, tailings dams and waste rock dumps. Blyvoor also houses the majority of its employees in Blyvoor-owned
houses on the property and in the town of Carletonville. The normal support structures, including training, security, sport and
recreational facilities, schools and churches are situated on the property. Blyvoor has mining title to 16,242 acres (6,573 hectares) and
owns 5,138 acres (2,079 hectares) of freehold property.

Blyvoor consists of one mining license, ML46/99, in respect of statutory mining rights and mineral rights held by Blyvoor.
We are in the process of converting these old order mining rights to new order rights under the MPRD Act. The net book value of the
mining assets at Blyvoor is R26.0 million at June 30, 2011 (2010: R510.9 million), with 4.3 million attributable ounces of Ore
Reserves.
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History

1937
Blyvooruitzicht Gold Mining Company Limited was incorporated and registered as a public company in South Africa
on June 10, 1937.
1942
Gold production commenced.
1995
Blyvoor acquired the Doornfontein Gold Mining Company Limited in November 1995.
1996
Blyvoor acquired the mineral rights representing the Western Deep Levels tribute area.
1997
We acquired the entire share capital of Blyvoor on September 15, 1997.
2001
Implementation of the Blyvoor expansion project.
2003
Commissioning of No. 4 and 5 Slimes Dam retreatment facility at a cost of R48.0 million.
2004
On June 28, 2004, we entered into a 60-day review period on Blyvoor. The 60-day review was extended to September 13,
2004. By October 5, 2004, 1,619 employees had been retrenched at a cost of approximately R19.0 million.
2005
In August 2005, our Board of Directors approved No. 2 Sub-Shaft Project (now called the WAP Project) and the Slimes
Dam Project to establish mining operations from the No. 2 Shaft and expansion to further improve plant efficiency,
respectively.
On July 6, 2005, we signed a Memorandum of Understanding with Khumo Bathong Holding (Pty) Limited, or KBH,
regarding the acquisition by Khumo Gold SPV (Pty) Limited, or Khumo Gold, of a 15% stake in our South African
Operations.
On October 27, 2005, our Board of Directors approved the transaction with Khumo Gold. The new structure resulted in
Khumo Gold acquiring a 15% interest in a newly created vehicle, Ergo Mining Operations, which owns ERPM, Crown
and Blyvoor. We owned an 85% interest in Ergo Mining Operations.
2006
On December 11, 2006, Khumo Gold, on behalf of itself and an employee trust, exercised the option granted by us
pursuant to the option agreement concluded between us and Khumo Gold in October 2005 to acquire a further 11% in
Ergo Mining Operations.
2007
After completion of a drilling program to define the uranium resource in Blyvoor’s slimes dam material, a 17.5 million
pound uranium and 0.8 million ton sulphur resource was declared in November 2007.
2008
In January 2008, electricity supply to the mine was interrupted by Eskom which is government owned and production
suspended for a week due to safety concerns.
2009
In January 2009, a direct lightning strike to No. 5 shaft Eskom sub-station interrupted production at No. 5 shaft and other
areas drawing power from this supply. Employees underground at the time remained in the underground refuge bays until
hoisted to safety once the shaft feeder power had been restored. No injuries were recorded.
In May and June 2009, three seismic events in excess of 3.5 magnitude took place at No. 5 shaft. As these events affected
the highest grade carbon leader mining area, production from these areas was expected to resume in the third quarter of the
2010 fiscal year and was back in full production since May 2010.
On November 9, 2009, we announced that, in a bid to save our Blyvoor mine from liquidation, we intended applying to the
High Court of South Africa for a provisional judicial management order over the operation. A provisional judicial
management order was granted by the High Court of South Africa on November 10, 2009.
In December 2009, Aurora Empowerment Systems (Pty) Limited proposed a transaction to purchase 60% of Blyvoor
for R295 million.
2010
In April 2010, the High Court of South Africa agreed to lift, with immediate effect, the provisional judicial management
order in place since November 10, 2009. By mutual agreement between DRDGOLD and Aurora, Aurora’s offer to
purchase 60% of Blyvoor was withdrawn.
2011
In June 2011, DRDGOLD's Board of Directors decided to suspend financial assistance to Blyvoor.
The Blyvoor Board of Directors, in response to the DRDGOLD Board’s decision, resolved to begin business rescue
proceedings for Blyvoor in terms of Chapter 6 of the South African Companies Act.

Geology and Mineralization

Blyvoor exploits the two gold-bearing pebble horizons in the Central Rand Goldfields, the Carbon Leader, which is one
of the principal ore bodies in the goldfield, and the Middelvlei Reef horizons which occur in discrete channels over parts of the
lease area approximately 246 feet (75 meters) vertically above the Carbon Leader Reef horizon. The Carbon Leader Reef is the
principal economic horizon across the lease area and is a planar single sheet conglomerate. The Carbon Leader Reef typically
comprises basal carbon seam, overlain by a thin, small pebble conglomerate, enriched in carbon in the lower portion. The grade of
the Carbon Leader Reef is higher than the Middelvlei Reef. The Middelvlei Reef consists of a variable number of polymictic
quartz conglomerate bands, inter-bedded with coarse grain quartzite. The grade of the Middelvlei Reef is more erratic, with
distinctive pay shoots forming as southward-orientated linear zones.

Blyvoor was established in 1937 to exploit the rich Carbon Leader Reef but by the late 1980s had reached a position where
continued existence of mining operations was dependent upon the mining of scattered Carbon Leader Reef remnants and limited
sections of the lower grade Middelvlei Reef.


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Mining and Processing

Access from the surface to the current underground workings of the mines is through a system of vertical and incline shafts
situated at the Blyvoor and Doornfontein mines. Doornfontein was previously a separate mine adjacent to the Blyvoor mine but has
since been merged to form Blyvoor. The shaft system consists of four vertical shafts from the surface, thirteen sub-incline shafts and
two sub-vertical shafts underground. Of the thirteen sub-incline shafts, only nine are in operation and are used for the conveyance of
personnel, pumping and hoisting of mined ore and waste.
Two levels have been holed between the previous Doornfontein mine and workings within the Blyvoor lease extension
(purchased in 1996 from Western Deep Levels Limited) to allow ore from the bottom of the Blyvoor workings to be trammed across
and hoisted up via the Blyvoor No. 5 Shaft, from where it is trucked to the gold plant. The average mining depth at Blyvoor is 10,541
feet (3,213 meters), 5,292 feet (1,613 meters) below mean sea level.

Mining of the reef takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and
blasted. The loosened rock is removed from the stope panels and is conveyed to the shaft, tipped into the ore-pass systems, hoisted to
the surface and transported to the metallurgical plant for gold extraction.

Metallurgical processing facilities at Blyvoor are comprised of a single metallurgical plant. The process route is based on a
conventional flow sheet comprising multi-stage crushing, open circuit primary and closed circuit secondary milling with hydro
cyclones, thickening and cyanide leaching in a Carbon-in-Pulp, or CIP, carousel arrangement. The gold is recovered through electro-
winning followed by smelting to doré. The circuit was recently modified by the closure of the filtration system and the
commissioning of a modern carbon Kemix pumpcell plant. As at June 30, 2011, the overall plant utilization was 90%.
Electricity for South Africa is provided by Eskom, which is government owned. Eskom is the largest producer of electricity
in Africa. In South Africa, Eskom operates a national power supply grid consisting of 24 power stations across the country.
Electricity to Blyvoor is provided from the West Wits substation outside Carletonville at 44,000 volts. Further substations, located on
mine site, transform the power to 6,600 volts or 22,000 volts for direct supply to the shaft winder and air compressors. The power
supply is further reduced to 525 volts for smaller devices and equipment used on the mine. The average annual power consumption is
about 432 GWHr and the maximum demand is about 66 MW.
In fiscal 2008, electricity supply to the mine was interrupted by Eskom, as a result of which production suspended for a
week due to safety concerns. The situation did improve during March 2008, the operation is however still on a six hour standby
notice, in the event that power supply becomes unstable in the area. Eskom has requested all of its “Key Customers” to reduce power
consumption by 10%, Blyvoor has managed to adhere to this request and has continued during fiscal 2009, 2010 and 2011 to save the
maximum amount of energy possible.
In fiscal 2009, seventeen production days were lost because of Section 54 closures imposed by the Department of
Mineral Resources following fatalities suffered after seismic events occurring and a further six production shifts were lost at No. 5
Shaft following a lightning strike at the shaft’s electrical substation. In May and June 2009, three seismic events in excess of 3.5
magnitude took place at No. 5 shaft. As these events affected the highest grade carbon leader mining area, production from these
areas was expected to resume in the third quarter of the 2010 fiscal year and was back to full production since May 2010.

During fiscal 2010, mining ramp-up continued towards the 2,500m
2
per month targeted at the WAP Project, and by fiscal
year-end had reached some 1,750 m
2
per month. On August 26, 2009, DRDGOLD announced that it had advised unions of its
intention to right-size the Blyvoor operation. Blyvoor proceeded with a 60-day facilitated consultation process in terms of Section
189A of the South African Labor Relations Act to determine the future of affected employees. The consultation process was
completed on October 26, 2009 and 330 employees were retrenched. Furthermore, on November 9, 2009, in a bid to save our
Blyvoor mine from liquidation, we applied to the High Court of South Africa for a provisional judicial management order over the
operation. A provisional judicial management order was granted by the High Court of South Africa on November 10, 2009. In April
2010, after Blyvoor had returned to profitability, the High Court of South Africa agreed to lift the provisional judicial
management order in place since November 10, 2009. See Item 4A.: “History and Development of the Company - Blyvoor”.
In fiscal 2011, efforts were directed mainly towards the opening and development of mining areas to ensure more
flexibility. On June 23, 2011, DRDGOLD announced that it had suspended financial assistance to Blyvoor. The decision followed
the promulgation of the new South African Companies Act which requires directors of parent companies to seek the consent of the
parent company’s shareholders and then to consider the effects on the solvency and liquidity of the parent company as conditions
precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been trending down in the last quarter
of fiscal 2011 as a result of a drop in grade, attributable to a substitute explosive used for the fourth quarter of fiscal 2011, due to
major overhaul repairs at our regular explosive supplier’s manufacturing plant, public holiday interruptions and seismicity-related
work stoppages, while costs had increased due mainly to higher electricity charges, and particularly power utility Eskom’s winter
tariff, which added R11 million a month to overhead costs. The Board of Directors of Blyvoor had, in response to DRDGOLD’s
decision, resolved to begin business rescue proceedings for Blyvoor in terms of Chapter 6 of the Companies Act. The business
rescue process provided for in Chapter 6 replaces the judicial management process in the previous Act.
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40
In fiscal 2010, Blyvoor accounted for 106,452 ounces, or 44% of our total production and in fiscal 2011 it accounted for
121,114 ounces, or 46% of our total production. Under the terms of business rescue proceedings, the applicant must select a business
rescue practitioner, or practitioner, from a list of approved business rescue practitioners. The practitioner has a wide range of powers
at his disposal to take such actions he deems necessary to rescue the business. The practitioner needs to implement a business rescue
plan which requires the approval of affected parties within a specified period, or if he is of the opinion that the business cannot be
rescued, he can apply to the court for liquidation of the company. The practitioner's powers could include giving certain creditors
temporary preference over others and agreeing compromises with creditors without the risk of committing an act of insolvency and
thereby exposing the mine to liquidation. The practitioner has been granted relief until November 1, 2011, to publish the business resuce 
plan and until December 2, 2011 for the business rescue process in terms of section 1323(3) of the Companies Act, 2008; further extensions
may, however be granted.

The following capital expenditure was incurred at Blyvoor in fiscal 2011, 2010 and 2009:
Year ended June 30,
2011                 2010                2009
R’000               R’000              R’000
Raise boreholes ......................................................................................................
-                 3,356               6,067
WAP Project .........................................................................................................
-                 1,916
10,084
Slimes pump stations and residue deposition ..........................................................
3,080                 3,193              8,252
15/29 incline shaft equipping .................................................................................
119                         -
1,013
Ice plant retrofit and upgrade .................................................................................
1,649                 5,212
-
Washing plant upgrade ...........................................................................................
-
-
1,462
Symons crusher ......................................................................................................
-                 3,482
-
Mobile cooling units ..............................................................................................
-                    340
1,700
Safety related equipment and expansion of seismic monitoring network ................
28                    162
8,451
Compressed air columns .......................................................................................
-                        -
189
Opening up and development .................................................................................
57,248               48,935            41,406
Mining and engineering equipment.........................................................................
25,277               10,317            16,509
Other .....................................................................................................................
8,282                 2,639              2,404
95,683                79,552            97,537

Exploration and Development

In November 2007 encouraging results had been obtained from a drilling program to define the uranium resource in
Blyvoor’s slimes dam material and a uranium and sulphur resource was declared. In fiscal 2009, Blyvoor began an exploration
drilling program linked to opening up and development to evaluate the south-west down-dip extension of the Blyvoor ore body south
of the Boulder Dyke. Exploration into the south-west block was delayed due to a fire which temporarily cut off services into this
area. In fiscal 2011, we continued with exploration and cover drilling with reconnaissance visits made to the Carbon Leader areas
at No 5 Shaft. Normal stope face sampling and geological mapping is ongoing.

Environmental and Closure Aspects

The predominantly dolomitic geology of the area in and around Blyvoor, and the resultant occasional occurrence of
sinkholes and subsidences, exposes Blyvoor to relatively unique environmental risks and costs associated with the remediation and
filling of these sinkholes.

Blyvoor has to maintain a rate of pumping of fissure water sufficient to keep the rate of rise of underground water below the
level of underground workings. The required rate is in the order of 2 million gallons (8 million liters) per day. Water not used in the
operations is discharged into the Wonderfontein Spruit (a stream adjacent to the Blyvoor mine). In order to address the risk of
contamination of ground water, streams and wetlands, water is sampled and the level of contaminants monitored in accordance with
Blyvoor’s water management plan. Fissure water at Blyvoor is generally of a good quality, therefore we believe that the contribution
of this water to pollution of water in the area is minimal.
Blyvoor is a member of the Mining Interest Group consisting of all mines operating in the Wonderfontein Spruit
catchment area. This group was formed to coordinate efforts and studies in the Wonderfontein Spruit and to liaise with
government departments to determine what action if any is required in cleaning the stream. The government has also established a
specialist task team to determine what needs to be done. At this stage there is no clear solution. The Mining Interest Group is also
represented on the various catchment forums where Non-Governmental Organizations, or NGO’s and other interested and affected
parties are present. Blyvoor continues to meet with the Potchefstroom municipality on a monthly basis where the quality of
Blyvoor’s discharge water is assessed. Blyvoor remains in compliance with the Potchefstroom agreement.


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41

Sinkholes are caused by ground water seeping into the underground dolomitic structures, which dissolve and weaken
causing a collapse in the rock structure. Dolomitic rock could be dissolved, resulting in an increased risk of sinkholes and possible
pollution of fresh water resources stored in the dolomitic formations. The occurrence of sinkholes is limited to a particular area of
Blyvoor, which requires an active program in water management and control. Water from leaking pipes is reported to a monitoring
committee and the necessary repairs are undertaken promptly. Ground subsidence surveys are undertaken to timely identify any
possible sinkholes. Sinkholes that do occur are filled to prevent further inflow of surface water and potential enlargement of the hole.
Sinkholes which form outside of our property are repaired by the Far West Rand Dolomitic Water Association.

Pollution from slime dams is controlled by dust suppression and water management programs. Short-term dust control is
accomplished through ridge ploughing the top surface of dormant tailings dams. Environmentally friendly dust suppressants, such as
molasses, are also applied when deemed necessary. In the long-term, dust suppression and water pollution is managed through a
program of progressive vegetation of the tailings complexes followed by the application of lime, to neutralize the natural acidic
conditions, and fertilizer as the organic growth medium.

Blyvoor has updated its EMP to meet the new requirements of the MPRD Act. The EMP has been submitted to the DMR
for approval. Blyvoor is currently demolishing and rehabilitating redundant surface infrastructures. Blyvoor completed their uranium
plant in fiscal 2011.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we have estimated that the total
cost for Blyvoor, in current monetary terms as at June 30, 2011, is R45.1 million. This has been included in the provision for
environmental rehabilitation, restoration and closure costs in our statement of financial position. A total of R33.5 million has been
contributed to a Rehabilitation Trust Fund. This is an irrevocable trust, managed by specific responsible people who we nominated
and who are appointed as trustees by the Master of the High Court of South Africa.

Ore Reserves and Life of Mine
As at June 30, 2011 the attributable Proven and Probable Ore Reserves of Blyvoor were 4.3 million ounces. At
June 30, 2010, the attributable Proven and Probable Ore Reserves of Blyvoor were 4.0 million ounces. A Mineral Resource
competent person is appointed at each operation to review our Ore Reserve calculations for accuracy. For Blyvoor, Mr. Ryno Botha
(SACNASP) is the appointed Mineral Resource competent person.
As a result of the implementation of the WAP Project and the higher gold price, Blyvoor’s life-of-mine business plan
remains at 20 years, as at June 30, 2011.

Current Production
Blyvoor produced a total of 121,114 ounces of gold in fiscal 2011, with 91,469 ounces from underground areas and
29,645 ounces from surface areas. This represented 46% of our total production from operations for fiscal 2011 of 265,179 ounces.
Underground gold production has increased from 77,226 ounces in fiscal 2010 to 91,469 ounces in fiscal 2011. Increased
underground production reflects the impact of increased flexibility, through additional face length available, together with an
increase in the grade recovered, however there was a 20% drop quarter on quarter in the grade recovered during the last quarter of
fiscal 2011 as a result of the temporary use of an alternative explosive. Surface gold production increased from 29,226 ounces in
fiscal 2010 to 29,645 ounces in fiscal 2011, reflecting the impact of additional gold recovered from surface clean-up operations,
together with an increase in volumes from the current surface slimes reserves.

Cash costs of $1,290 per ounce in fiscal 2011 increased from $1,085 per ounce in fiscal 2010. The increase in cash costs per
ounce of gold produced was primarily attributable to the 28.2% effective increase in electricity prices and the stronger R/$ exchange
rate.














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42
The following table details the operating and production results from Blyvoor for the past three fiscal years.
Year ended June 30,
2011                         2010                            2009
Production
Surface Operations
Ore
mined ('000
tons)
..........................................................................
3,448                          3,272                         3,785
Recovered
grade
(oz/ton)
.....................................................................
0.009
0.009
0.011
Gold produced (ounces)........................................................................
29,645
29,226
40,575
Underground Operations
Ore
mined ('000
tons)
..........................................................................
807
698
664
Recovered
grade
(oz/ton)
.....................................................................
0.113                           0.111                        0.134
Gold produced (ounces)........................................................................
91,469                        77,226                       88,898
Total ounces produced ..........................................................................
121,114                      106,452                     129,473
Results of Operations (R)
Revenue ('000).......................................................................................
1,185,860                      861,409                  1,018,527
Operating costs ('000) ............................................................................
1,115,820                      845,122                     839,781
Cash operating cost ('000)
1
.....................................................................
1,091,941                      878,888                     830,336
Cash cost per ounce of gold ($)
¹
.............................................................
1,290                          1,085
709
Total cost per ounce of gold ($)¹ ............................................................
1,988                          1,086
739

Crown

Overview


We own 74% of Ergo Mining Operations, which in turn owns 100% of Crown. Crown has a surface retreatment operation
consisting of the Crown Central, City Deep and Knights business units, collectively referred to as Crown. ERPM’s Cason Dump
surface re-treatment operation is expected to continue to operate until 2014 under the management of Crown based on the current
rate of retreatment of approximately 186,000 tpm. Crown undertakes the retreatment of surface sources deposited as tailing from
non-operating mining sites across central Johannesburg.

At June 30, 2011, Crown had 1,304 employees, including contractors.

Property
Crown is situated on the outskirts of Johannesburg, South Africa and consists of three separate locations. It has mining
rights to 5,787 acres (2,342 hectares) and has the right to occupy 1,490 acres (603 hectares) of freehold property. Crown is in the
process of converting these old order rights to new order rights under the MPRD Act. At Crown, the Lycaste dump prospecting right
has been approved, the Top Star dump, City Deep, Crown Mines, Consolidated Main Reef and Knights mining rights have been
approved. An application has been submitted to the DMR for the Crown mining rights to be consolidated.

The Crown Central operation is located on the West Wits line within the Central Goldfield of the Witwatersrand Basin,
approximately 6 miles (10 kilometers) west of the Johannesburg central business district in the province of Gauteng. Access is via
Xavier Road on the M1 Johannesburg-Kimberley-Bloemfontein highway. The City Deep operation is located on the West Wits line
within the Central Goldfields of the Witwatersrand Basin, approximately 3 miles (5 kilometers) south-east of the Johannesburg
central business district in the province of Gauteng. Access is via the Heidelberg Road on the M2 Johannesburg-Germiston
motorway. The Knights operation is located at Stanley and Knights Road Germiston off the R29 Main Reef Road.

As of June 30, 2011, the net book value of Crown’s mining assets was R311.9 million (excluding ERPM’s Cason mining
assets which amounts to R18.3 million) with 0.8 million attributable ounces of Ore Reserves.









1
Cash operating costs, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash
generating capacities of the mines and to monitor performance of our mining operations.
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43


History


1979
Rand Mines Limited directors approved the formation of the company Rand Mines Milling and Mining Limited (RM3)
to treat the surface gold tailings created from the underground section of the original Crown Mines, which had been in
operation since the start of gold mining on the Witwatersrand in the late 1800's.
1982
First plant commissioned at Crown Mines to process surface material.
1986
Second plant commissioned at City Deep to process surface material.
1997
Randgold Exploration Limited and Continental Goldfields of Australia entered into a joint venture with the intention to
establish a company that would acquire dump retreatment operations on the Witwatersrand. This resulted in the
formation of Crown Consolidated Gold Recoveries Limited, or CCGR, which was incorporated as a public company in
South Africa in May 1997. Crown was a wholly owned subsidiary of CCGR and consists of the surface retreatment
operations of Crown Central, City Deep and Knights.
1998
We purchased 100% of CCGR.
2002
KBH purchased 60% of Crown. We were appointed as joint manager of the operation with KBH.
2005
On July 6, 2005 we signed a Memorandum of Understanding with KBH regarding the acquisition by Khumo Gold of a
15% stake in our South African Operations.
On October 27, 2005, our board of directors approved the transaction with Khumo Gold. The new structure resulted in
Khumo Gold acquiring a 15% interest in a newly created vehicle, Ergo Mining Operations, which includes 100% of
ERPM, Crown and Blyvoor. We owned an 85% interest in Ergo Mining Operations.
2006
On December 11, 2006, Khumo Gold, on behalf of itself and an employee trust, exercised the option granted by us
pursuant to the option agreement concluded between us and Khumo Gold in October 2005 to acquire a further 11% in
Ergo Mining Operations.
On August 28, 2006, we concluded an agreement with AngloGold Ashanti to purchase the Top Star Dump.
2008
The Department of Mineral Resources issued in favour of Crown a mining right for gold recovery over the Top Star
Dump.
2009
The reclamation of the Top Star Dump commenced in December 2008. Crown also commenced with the reduction of
volumes to 400,000 tpm to implement the planned Crown Tailings Deposition Facility closure plan.
2010
The surface circuit of ERPM was incorporated into Crown for reporting purposes. Crown’s operating and financial
results for fiscal 2009 and fiscal 2008 were restated for comparative reporting purposes.
Board approval was obtained to construct a pipeline to the Ergo tailings deposition site to enable Crown to restore its
deposition capacity to 600 000tpm. Restored deposition capacity provides the operation with the opportunity to bring to
account potential new ore reserves.
2011
Construction of the pipeline to the Ergo tailings deposition site continued and 88% of the steel pipes and 60% of the
HDPE lining of the pipeline were completed. The pipeline is scheduled for completion in December 2011.
Mining and Processing
Crown undertakes the retreatment of surface sources deposited as tailings from non-operational mining sites across
central Johannesburg.
Material processed by Crown is sourced from numerous secondary surface sources namely, sand and slime. The surface
sources have generally undergone a complex depositional history resulting in grade variations associated with improvements in
plant recovery over the period of time the material was deposited. Archive material is a secondary source of gold bearing material.
This material is generally made up of old gold metallurgical plant sites as well as “river bed” material.
The three metallurgical plants, known as Crown Mines, City Deep and Knights, have an installed capacity to treat
approximately 11.0 million tons of material per year. Up to fiscal 2003, Crown also operated the West Wits gold plant for the
processing of sand and slime. Crown also operates the ERPM surface operations with ore being treated at the Knights plant. All of
the plants have undergone various modifications during recent years resulting in significant changes to the processing circuits.
Electricity to Crown is supplied to the Crown Central and City Deep business units from separate substations referred to
as Jupiter and No. 15 Shaft Crown Mines, and for Knights by the Ekhurhuleni Town Council. Electricity is supplied directly from
the national power grid to the substation and town council at 44,000 volts. Substations, located on mine sites, transform the power
to 6,600 volts for direct supply to the plants. The power supply is further reduced to 525 volts for smaller devices and equipment.
For Crown Central and City Deep, the average annual power consumption is about 72 GWHr and the maximum demand
is about 8.0 MW. For Knights the average annual power consumption is about 36 GWHr and the maximum demand is about 7.0
MW.



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44
             Crown operates three plants with slight variations in design in each plant, with a processing capacity of approximately 1 million tpm, yielding approximately 0.01 oz/t (0.4 g/t). The feed stock is made up of sand and slime which are reclaimed
separately. Sand is reclaimed using mechanical front-end loaders, re-pulped with water and pumped to the plant. Slime is
reclaimed using high pressure water monitoring guns. The re-pulped slime is pumped to the plant and the reclaimed material is
treated using screens, cyclones, ball mills and Carbon-in-Leach, or CIL, technology to extract the gold. As at June 30, 2010, the
overall plant utilization was 83% as a result of the planned reduction in tonnage throughput and as at June 30, 2011 68%.
City Deep Plant: Commissioned in 1987, this surface/underground plant comprises a circuit including screening, primary,
secondary and tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, CIL, elution and zinc precipitation
followed by calcining and smelting to doré. In 1998, the plant was converted to a slimes only operation. However, due to operational
difficulties caused by the particulate nature of the slimes, the milling circuit has subsequently been re-commissioned to facilitate the
treatment of sand.
Crown Mines Plant: Commissioned in 1982, this surface/underground plant has already been modified and comprises a
circuit including screening, primary cycloning, open circuit milling, thickening, oxygen preconditioning, CIP and CIL, elution, zinc
precipitation followed by calcining and smelting to doré.
Knights
Plant: Commissioned in 1988, this surface/underground plant comprises a circuit including screening, primary
cycloning, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electro-winning and
smelting to doré.

During fiscal 2011, capital expenditure was mainly directed towards the Crown/Ergo pipeline project. This 50 kilometer
pipeline will link the Crown Mines and City Deep plants to Ergo's Brakpan tailings facility.
The following capital expenditure was incurred at Crown in fiscal 2011, 2010 and 2009:
Year ended June 30,
  2011                   2010                  2009
R’000
                R’000                 R’000
Crown/Ergo Pipeline Project .............................................................
119,731
29,564
-
Top Star Dump .................................................................................
-
-
14,369
Residue pipelines ..............................................................................
-
-
5,460
CMR dump .......................................................................................
2,069
-
-
4A11 dump .......................................................................................
10,232
-
-
Vehicles and equipment ....................................................................
439
1,414
272
Tailings management ........................................................................
15,567
13,823
21,910
Other ................................................................................................
154
1,148
1,104
148,192                45,949                43,115

Exploration and Development
Exploration and development activity at Crown involves the drilling of existing surface dumps and evaluating the potential
gold bearing surface material owned by third parties that could be processed on a full treatment basis or purchased outright by Crown.
Additional exploration drilling previously planned for the current fiscal year to define the uranium and sulphur potential of
all Crown’s current deposition sites, has been put on hold. A feasibility study regarding the deposition of the Crown tailings on the
Brakpan tailings complex was completed in fiscal 2010 and R43 million was approved for the extension of the Brakpan tailings
complex to accommodate the Crown tailings. The estimated completion date is December 2011.

Environmental and Closure Aspects

Crown operates at sites located in close proximity to significant municipal infrastructure, commercial and residential
development. The major environmental risks are associated with dust from various recovery sites, and effective management of
relocated process material on certain tailings dams. The impact of windblown dust on the surrounding environment and community is
addressed through a scientific monitoring and evaluation process, with active input from the University of Witwatersrand and
appropriate community involvement. Environmental management programs, addressing a wide range of environmental issues, have
been prepared by specialist environmental consultants and applied specifically to each dust sample recovery monitoring site and
integrated into Crown’s internal environmental assessment process. Although Crown completed a project for thickening re-processed
tailings, there also remains a risk of localized sloughing which can result in that section of the tailings dam required to be closed
temporarily, with repair work being done to the dam wall. Water pollution is controlled by means of a comprehensive system of
return water dams which allow for used water to be recycled for use in Crown’s metallurgical plant. Overflows of return water dams
may, depending on their location, pollute surrounding streams and wetlands. Crown has an ongoing monitoring program to ensure
that its water balances (in its reticulation system, on its tailings and its return water dams) are maintained at levels that are sensitive to
that capacity of return water dams
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Dust pollution is controlled through an active environmental management program for the residue disposal sites and
chemical and organic dust suppression on recovery sites. Short-term dust control is accomplished through ridge ploughing the top
surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as molasses, are applied. Dust fall-
out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation
of the tailings followed by the application of lime, to reduce the natural acidic conditions, and fertilizer to assist in the growth of
vegetation planted on the tailings dam.

A program of environmental restoration that provides for the rehabilitation of areas affected by mining operations during the
life of the mine is in place. The surface reclamation process at Crown has several environmental merits as it has removed a potential
pollution source and opens up land for development. Crown has conducted its environmental management program performance
assessment, which was submitted to and approved by the DMR during fiscal 2005. Crown has updated its EMP in compliance with
the MPRD Act and submitted it to the DMR for approval.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we estimate that the total cost for
Crown, in current monetary terms as at June 30, 2011, is approximately R206.5 million. A total of R56.5 million has been contributed
to the Crown Rehabilitation Trust Fund. This is an irrevocable trust, managed by specific responsible people who we nominated and
who are appointed as trustees by the Master of the High Court of South Africa.

Ore Reserves and Life of Mine

As at June 30, 2011, our 74% share of the Proven and Probable Ore Reserves of Crown was 0.8 million ounces. In fiscal
2010, our 74% share of Proven and Probable Ore Reserves of Crown was 0.9 million ounces. A Mineral Resource competent person
is appointed at each operation to review our Ore Reserve calculations for accuracy. For Crown, Mr. Vivian Labuschage is the
appointed Mineral Resource competent person. The current life of mine business plan is estimated to be eleven years. The decrease
in the life of mine of Crown is due to the redistribution of the throughput of volumes between the Crown and City plants from 400
tonnes and 200 tonnes per month, respectively, in fiscal 2010 to 300 tonnes and 300 tonnes, respectively, in fiscal 2011.

Current Production

Gold production for Crown was 95,713 ounces in fiscal 2011 compared to gold production of 99,410 ounces in fiscal 2010.
The decrease in gold production in fiscal 2011 was mainly as a result of a 2% decline in the average grade from 0.43g/t to 0.42g/t.

In fiscal 2011, cash costs increased to $1,005 per ounce of gold from $814 per ounce of gold in fiscal 2010, reflecting lower
gold production, the effect of electricity price increases and the stronger R/$ exchange rate and to a lesser extend lower average grade
recovered.

The following table details our attributable share of the production results from Crown for the past three fiscal years:
Year ended June 30,
2011                  2010                   2009
Production
Surface operations
Ore mined ('000 tons) ..............................................................................
7,848
7,850
8,826
Recovered grade
(oz/ton)
.........................................................................
0.012
0.013
0.011
Gold produced (ounces)
...........................................................................
95,713
99,410
95,616
Results of Operations (R)
Revenues (‘000) .......................................................................................
910,867
834,788
733,990
Operating costs (‘000) ..............................................................................
662,306
624,766
520,285
Cash operating cost (‘000)
1
........................................................................
671,770              615,726             525,516
Cash cost per ounce of gold ($)¹ .................................................................
1,005
814
607
Total cost per ounce of gold ($)¹ ................................................................
1,082
895
860









1
Cash operating cost, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash
generating capacities of the mines and to monitor performance of our mining operations.
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46
Ergo (comprising of the Ergo JV and ErgoGold)

Overview

Ergo currently consists of one operating CIL circuit at the Brakpan plant, the Brakpan/Withok deposition complex
purchased from AngloGold Ashanti and the Elsburg tailings complex, comprising approximately 180 Mt of tailings. Since 1987,
AngloGold Ashanti treated surface material at the Ergo JV until the operation was closed in 2005.

Ergo Mining Operations, through its subsidiaries, initially owned 50% of the Ergo JV and ErgoGold. On
September 29, 2008, Ergo Mining Operations acquired a further 15% interest in ErgoGold from Mintails SA, thereby increasing its
holding to 65% through its subsidiary, ERPM. On December 8, 2008, DRDGOLD acquired the remaining 35% of ErgoGold for a
purchase consideration of R177.0 million. The transaction was completed on March 31, 2009.
On January 21, 2010, Ergo Mining Operations acquired the remaining 50% of the Ergo JV from Mintails for a purchase
consideration of R82.1 million. The transaction was completed on April 15, 2010 and recorded in the financial statements
effective May 1, 2010. Ergo currently operates for its own account, under the AngloGold Ashanti old order mining rights, until new
order mining rights have been obtained. These assets comprise servitudes, or access agreements, infrastructure, piping, equipment
and old order mining rights.

At June 30, 2011, Ergo had 656 employees, including contractors.

Property
Ergo's operations are located approximately 43 miles (70 kilometers) east of the Johannesburg’s central business district in
the province of Gauteng. Access to the Brakpan plant is via the Ergo Road on the N17 Johannesburg-Springs motorway.

The acquisition of the Brakpan/Withok deposition site provides Ergo with extensive additional deposition capacity
commensurate with the substantial increases in tailings material and processing capacity.

The refurbishment of the first CIL circuit at the Brakpan plant now has the capacity to treat an estimated 15Mt of tailings a
year. Phase 2 envisages, firstly, the expansion of the gold plant by refurbishing the second CIL circuit and, secondly, developing
uranium and acid plants. The pre-feasibility study for developing uranium and acid plants has been placed temporarily on hold
because of the current economic environment and the current low prices of these commodities.

As of June 30, 2011, the net book value of Ergo’s mining assets was R1,125.2 million.

History
2007
Ergo was founded as a Ergo Mining Operations and Mintails SA joint venture.
On August 6, 2007, the joint venture parties entered into a sale of assets agreement with AngloGold Ashanti pursuant to
which it acquired the remaining moveable and immovable assets of the Ergo plant for a consideration of R42.8 million.
Additional agreements were concluded with AngloGold Ashanti on November 14, 2007 for the acquisition by Ergo of
additional tailings properties and the Withok deposition complex for a payment of R45.0 million.
2008
Ergo Phase 1 was launched comprising the refurbishment and recomissioning of the Ergo plant’s first CIL circuit and
the retreatment of the Elsburg and Benoni tailings complexes.
DRDGOLD acquires Mintails SA’s stake in ErgoGold for R277.0 million.
2009
Ergo Phase 1 commissioning continues; first feeder line to the Ergo Plant from Elsburg tailings complex comes into
operation.
Ergo Phase 2 exploration drilling for gold, uranium and acid completed.
2010
DRDGOLD acquires control of the Ergo JV through the acquisition of Mintails SA’s 50% in the Ergo JV for
R82.1 million.
Ergo Phase 1 production ramp-up nears completion with the installation of the second Elsburg tailings complex feeder
line to the Ergo plant. Construction of the Crown/Ergo pipeline commences.
2011
Construction of the Crown/Ergo pipeline continues and 70% of the second CIL circuit of the Ergo plant has been
refurbished as part of the Crown/Ergo pipeline project.




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47
Mining and Processing
Ergo undertakes the re-treatment of surface sources deposited as tailings from non-operational mining sites east of
Johannesburg.
Material processed by Ergo is sourced from secondary surface sources, namely slime. The surface sources have generally
undergone a complex depositional history resulting in grade variations associated with improvements in plant recovery over the
period of time the material was deposited. Archive material is a secondary source of gold bearing material; however, no archive
material was treated up until September 30, 2011. The metallurgical plant has a current installed capacity to treat approximately
15.0 million tonne of material per year.
The feed stock is made up of slime and is reclaimed using high pressure water monitoring guns. The re-pulped slime is
pumped to the plant and the reclaimed material is treated using screens, cyclones and CIL technology to extract the gold. As at
June 30, 2011, the overall plant utilization was 92%.

Electricity to Ergo is supplied from various Eskom supply points for the reclamation units and the tailings storage
facilities. The plant is supplied from the national power grid via a secured source from the Ekurhuleni Council of 11,000 volts.
Plant sub stations are stepped down to 6,600 volts before being further reduced to 525 volts for the motor control purposes.
The following capital expenditure was incurred at Ergo in fiscal 2011, 2010 and 2009:
Year ended June 30,
2011                  2010                  2009
R’000                R’000                R’000
Purchase of Anglogold Ashanti assets .............................................................
                      33
2,577
Refurbishment of the Ergo plant .....................................................................
29,379                  8,167
10,427
Reclamation stations, pipeline and pumps .......................................................
               38,432
126,129
Reinstatement of the Brakpan tailings facility ................................................
-                     197
5,584
Extension of the Brakpan tailings facility........................................................
27,705                19,709               13,884
Vehicles and equipment .................................................................................
50                     221
1,355
IT Infrastructure .............................................................................................
                      41
388
Uranium and acid pre-feasibility study ...........................................................
-                         -
1,636
Ekurhuleni Business Development Academy (EBDA) training facility ............
                    397                    835
Other .............................................................................................................
                 1,387
11,339
57,141                68,584
174,154

Exploration and Development

Exploration and development activity at Ergo involves the drilling of existing surface dumps and evaluating the potential
gold bearing surface material owned by third parties that could be processed on a full treatment basis or purchased outright by Ergo.
Exploration drilling has been done to define the uranium potential of the Elsburg complex. Independent competent person reports
on uranium, sulphur and gold for the Elsburg resources and reserves have been compiled.

Environmental and Closure Aspects
Ergo is located in close proximity to significant municipal infrastructure, commercial and residential development.
Environmental management programs, addressing a wide range of environmental issues, have been prepared by specialist
environmental consultants and integrated into the internal environmental assessment process.

Dust pollution is controlled through an active environmental management program for the residue disposal sites and
chemical and organic dust suppression on recovery sites. Short-term dust control is accomplished through ridge ploughing the top
surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as molasses, are applied. Dust fall-
out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation
of the tailings followed by the application of lime, to reduce the natural acidic conditions, and fertilizer to assist in the growth of
vegetation planted on the tailings dam.
While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we estimate that the total cost for
Ergo, in current monetary terms as at June 30, 2011, is approximately R161.7 million.




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48
Ore Reserves and Life of Mine

Ergo processes the Proven and Probable ore reserves at the Elsburg and Benoni tailings complexes. As at June 30, 2011, our
74% share of the Proven and Probable Ore Reserves of Ergo was 1.2 million ounces. In fiscal 2010, our 74% share of Proven and
Probable Ore Reserves of Ergo was 1.2 million ounces. A Mineral Resource competent person is appointed at each operation to
review our Ore Reserve calculations for accuracy. For Ergo, Mr. Vivian Labuschage is the appointed Mineral Resource competent
person. The current life-of-mine business plan is estimated to be eleven years.

Current Production
In fiscal 2011, production increased to 48,352 ounces from 35,332 ounces in fiscal 2010 as a result of the continued build up
of slimes recovery reflected by an 11% rise in throughput from 11,867,000 tonnes to 13,206,000 tonnes and a 22% rise in average
grade from 0.09g/t to 0.11g/t.

Cash costs in fiscal 2011 decreased to $915 per ounce from $945 per ounce in fiscal 2010, due mainly to the marked
increase in production.

The following table details our attributable share of the production results from Ergo for the past fiscal year:
2011                  2010                   2009
Production
Surface operations
Ore mined ('000 tons) ............................................................................
14,557                 13,081                2,296
Recovered grade
(oz/ton)
......................................................................
0.003                   0.003                0.002
Gold produced (ounces) .........................................................................
48,352                 35,332                3,666
Results of Operations (R)
Revenue (‘000) .......................................................................................
468,592                294,325             24,178
Operating costs (‘000) ............................................................................
310,173                248,977             55,210
Cash operating cost (‘000)
1
.....................................................................
308,976                254,192             66,442
Cash cost per ounce of gold ($)¹ ...............................................................
915                       945
2,003
Total cost per ounce of gold ($)¹ ..............................................................
1,255                     1,330              2,873

ERPM
Overview

We own 74% of ERPM, which is consolidated as a subsidiary, through our 74% holding in Ergo Mining Operations. ERPM
consists of an underground section and the Cason Dump surface retreatment operation. Underground mining at ERPM was halted in
October 2008 and is included in ‘Corporate head-office and all other expenses’ in the financial statements for segmental reporting
purposes. The Cason Dump surface retreatment operation will continue to operate until 2015 under the management of Crown based
on the current rate of production of approximately 186,000tpm and has been included under Crown in the financial statements for
segmental reporting purposes.

At June 30, 2011, ERPM had 110 employees, including contractors.
Property
ERPM is situated on the Central Rand Goldfield located within and near the northern margin of the Witwatersrand Basin
in the town of Boksburg, 20 miles (32 kilometers) east of Johannesburg. Access is via Jet Park Road on the N12 Boksburg-
Benoni highway. Historically underground mining and recovery operations comprised relatively shallow remnant pillar mining in
the central area and conventional longwall mining in the south-eastern area. Surface reclamation operations including the
treatment of sand from the Cason Dump, is conducted through the Knights metallurgical plant, tailings deposition facilities and
associated facilities. Until underground mining was halted in October 2008, the mine exploited the conglomeratic South Reef,
Main Reef Leader and Main Reef in the central area and the Composite Reef in the south-eastern area. ERPM operates under
mining license ML5/1997 in respect of statutory mining and mineral rights.
At June 30, 2011, the net book value of ERPM’s mining assets was R18.3 million.





1
Cash operating cost, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash
generating capacities of the mines and to monitor performance of our mining operations.
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49
History
1895
Formation of East Rand Proprietary Mines Limited.
1991
The FEV shaft was commissioned.
1999
East Rand Proprietary Mines Limited was liquidated in August 1999. The mine was run by a small number of
employees during liquidation. Underground flooding continued during liquidation.
2000
KBH took over control of the mine in January 2000. Operating as Enderbrooke Investments (Pty) Limited, or
Enderbrooke, and employing an outside contractor, the mine re-commenced mining operations in February 2000.
2002
Crown purchased 100% of ERPM, from Enderbrooke.
2003
An underground fire occurred at FEV Shaft, in February 2003. There was also the loss of Hercules Shaft in June 2003
and the loss of a secondary outlet at the FEV shaft in November 2003.
2004
In July 2004 it was determined that the underground section would undergo a controlled closure program ending March
2005. The closure program was prevented by a reduction in costs and improved productivity at the mine.
2005
Central Shaft placed on care and maintenance. On July 6, 2005, we signed a Memorandum of Understanding with KBH
regarding the acquisition by Khumo Gold of a 15% stake in our South African operations. On October 27, 2005, our
board of directors approved the transaction with Khumo Gold. The new structure resulted in Khumo Gold acquiring a
15% interest in a newly created vehicle, Ergo Mining Operations, which includes 100% of ERPM, Crown and Blyvoor.
We owned an 85% interest in Ergo Mining Operations.
2006
On December 11, 2006, Khumo Gold, on behalf of itself and an employee trust, exercised the option granted by us
pursuant to the option agreement concluded between us and Khumo Gold in October 2005 to acquire a further 11% in
Ergo Mining Operations.
A prospecting right covering an area of 1,252 hectares (3,093 acres) of the neighboring Sallies lease area, referred to as
ERPM Extension 1 was granted by the DMR.
2007
A prospecting right, incorporating the southern section of the old Van Dyk mining lease area and a small portion of
Sallies, was granted by the DMR. Known as ERPM Extension 2, the additional area is 5,500ha (13,590 acres).
2008
On April 25, 2008, ERPM gave notice of intention to restructure the work force due to operational requirements and 239
employees were retrenched during June 2008.
On October 23, 2008, ERPM announced the suspension of drilling and blasting operations underground, following the
cessation of pumping of underground water at the South West Vertical shaft on October 6, 2008 for safety reasons
following the deaths of two employees.
On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of
ERPM, and to proceed with a consultation process in terms of Section 189A of the Labor Relations Act to determine the
future of the mine’s 1,700 employees.
2009
In January 2009, consultations in terms of Section 189A of the Labor Relations Act regarding the future of employees
affected by the placing on care and maintenance of the underground operations were concluded and 1,335 employees
were retrenched. In August 2009 the care and maintenance of the underground operations was discontinued.
2010
ERPM’s surface operation, the Cason Dump, was incorporated into Crown for reporting purposes.

Mining and Processing

Underground mining operations at ERPM comprised of two vertical shafts known as FEV Shaft and the Central Shaft.
There were also three additional shafts namely the South East Vertical Shaft, or SEV Shaft, used for the transport of employees and
materials and the hoisting of rock, the South West Vertical, or SWV, Shaft and the Hercules Shaft that were used for water pumping
only. The Cason Dump was used for the retreatment of surface material mined from the defunct Cason shaft.

On October 23, 2008, drilling and blasting operations were suspended after the cessation of pumping of underground water
at SWV Shaft on October 6, 2008 for safety reasons following the deaths of two employees at the shaft on September 19, 2008.
Although the FEV Shaft where production was taking place was sealed off from water ingress from the SWV Shaft, the pumps at
FEV Shaft were no longer able to cope with rising water, which included the water resulting from the ice sent underground every day
to cool down the underground working places. Without being able to continue to supply ice underground for this purpose, the
underground temperature would become unacceptably high and it would not have been safe for employees to continue work
underground at the FEV shaft.

On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of
ERPM, and to proceed with a consultation process in terms of Section 189A of the Labor Relations Act to determine the future of
the mine’s 1,700 employees. In January 2009, the consultations were concluded and 1,335 employees were retrenched. On August
20, 2009, care and maintenance of the underground operations was stopped.





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50
Electricity to ERPM is provided to the Cason Dump, SEV and FEV Shafts from the Bremmer substation, located in close
proximity to the mine in Boksburg. Transmission is at the rate of 88,000 volts. The Simmer Pan substation, located approximately
10 miles (16 kilometers) away from the mine site in Germiston, supplies the SWV and Hercules Shafts. Transmission is at the rate
of 44,000 volts. The two substations, located on mine site, transform the power to 6,600 volts for direct supply to the shaft winder
and air compressors. The power supply is further reduced to 525 volts for smaller devices and equipment used on the mine. The
average annual power consumption has reduced to about 105 GWHr and the maximum demand to about 24 MW. The on-mine
substations are older in nature and undergo annual infrared testing to identify hot connections which are potential fire hazards and
are subject to regular maintenance which includes the inspection of the settings, blades and changing the transformer oil in the
circuit breakers.

Exploration and Development
The necessity to extend the FEV decline from 75 to 78 levels to replace face length was stopped due to the cessation of
drilling and blasting operations in October 2008. The pre-feasibility study, conducted by an external mining consulting company, to
investigate the possibility of exploiting these reserves by means of a trackless decline system, and significantly increasing the life of
the underground operations, was also stopped.

ERPM has a prospecting right covering an area of 1,252ha (3,094 acres) of the adjacent Sallies mine, referred to as ERPM
Extension 1. The regional geology of the area indicates that there will be a strike change due to faulting associated with an East-West
trending sinistral tear fault. In order to confirm the anticipated change in the geological structure and hence payshoot orientation, it is
envisaged that prospecting will take place through development situated 50m in the footwall. Owing to high induced stress
experienced at depth, there will be concurrent over-stoping (that is stoping taking place concurrently with development) on the reef
plane for safety reasons.
An additional application to extend ERPM’s existing prospecting right eastwards into the Rooikraal/Withok area,
incorporating the southern section of the old Van Dyk mining lease area and a small portion of Sallies, was granted by the DMR in
fiscal 2007. Known as ERPM Extension 2, the additional area is 5,500ha (13,590 acres).

Environmental and Closure Aspects

There is a regular ingress of water into the underground workings of ERPM, which was contained by continuous pumping
from the underground section. On May 31, 2004, ERPM stopped continuous pumping of water from the underground section for
financial reasons due to the withdrawal of the State pumping subsidy and the low rand gold price making the cost of full time
pumping unaffordable, with occasional pumping to surface conducted on weekends. In December 2004, the mine received the
pumping subsidy funds and continuous pumping was reinstated. Studies on the estimates of the probable rate of rise of water have
been inconsistent, with certain theories suggesting that the underground water might reach a natural subterranean equilibrium, whilst
other theories maintain that the water could decant or surface. A program is in place to routinely monitor the rise in water level in the
various underground compartments and there has been a substantial increase in the subsurface water levels. ERPM’s SWV Shaft has
been used for some time to manage the rising water level on the Central Witwatersrand Basin. Some 60 megalitres of water were
pumped daily from a depth of approximately 1,000 meters.

In fiscal 2007, ERPM updated its EMP to meet MPRD Act requirements and submitted it to the DMR for approval. The
concurrent rehabilitation of redundant structures and holdings continued throughout fiscal 2007. The pumping infrastructure was
upgraded at the South West Vertical Shaft in anticipation of the additional water from the Hercules basin. Pumping continued during
fiscal 2007 and 2008 at the South West Vertical Shaft.

On October 6, 2008, pumping of underground water at the South West Vertical Shaft was stopped for safety reasons
following the death of two employees at the shaft on September 19, 2008. Management concluded that the project to upgrade the total
pumping capacity at South West Vertical Shaft with a more efficient system as part of an Eskom-funded demand-side management
project was not economically viable.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we have estimated that the total
cost for ERPM, in current monetary terms as at June 30, 2011, is R57.8 million. A total of R21.2 million has been contributed to the
ERPM Rehabilitation Trust Fund. This is an irrevocable trust, managed by specific responsible people who we nominated and who
are appointed as trustees by the Master of the High Court of South Africa.

Ore Reserves and Life of Mine


As at June 30, 2011, our 74% share of Proven and Probable Ore Reserves of ERPM are included under Crown and Ergo.
The total surface Ore Reserves comprise of 0.1 million ounces from the Cason Dump and 1.2 million ounces from the Elsburg and
Benoni tailings complexes, which will be processed over the next three and eleven years, respectively. A Mineral Resource
competent person is appointed at each operation to review our Ore Reserve calculations for accuracy. For ERPM, Mr. Ryno Botha
(SACNASP) is the appointed Mineral Resource competent person.
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51
Current Production
ERPM underground section produced no gold during fiscal 2011 and 2010. Production from the surface retreatment section
Cason Dump is now reported under Crown.
The following table details our attributable share of the production results from ERPM for the past three fiscal years:
Year ended June 30,
2011           2010           2009
Production
Underground Operations
Ore mined ('000 tons) .................................................................................................
-
-
202
Recovered grade
(oz/ton)
..........................................................................................
-                   -
0.094
Gold produced (ounces) ..............................................................................................
-                   -
18,935
Results of Underground Operations (R)
Revenues ('000)............................................................................................................
-                   -
134,043
Cash operating cost ('000)¹ ...........................................................................................
-                   -
212,712
Cash cost per ounce of gold ($)
1
....................................................................................
-                   -
1,242
Total cost per ounce of gold ($)¹ ...................................................................................
-                   -
1,646

Durban Deep

Overview

The Durban Deep mine was the original gold mine of the Group. Durban Deep is situated on the northern edge of the
Witwatersrand Basin immediately to the west of Johannesburg. Mining took place within the lease area since the discovery of the
Witwatersrand Goldfield in 1886 at nearby Langlaagte.

As of August 2000, we ceased all underground and open pit mining operations at Durban Deep. Following the withdrawal
of our underground pumping subsidy, the deeper sections of the mine were flooded. On a combined basis, Durban Deep produced
more than 37 million ounces of gold prior to the cessation of operations.

We concluded an agreement with M5 on July 21, 2005, in terms of which M5, against payment of a non-refundable fee of
R1.5 million, was granted an option to acquire Durban Deep’s mine village for R15.0 million. The option lapsed on November 19,
2005. On the exercising of the option the option fee would be deemed part payment of the purchase consideration. If not, the option
fee would be forfeited to us.

On November 18, 2005, M5 exercised the option and provided a guarantee for payment. Prior to the registration of the
transfer occurring, we were notified by Rand Leases Properties Limited (formerly JCI Properties Limited) of an alleged pre-
emptive right in respect of the property in terms of an agreement dated December 1996, pursuant to which the property should be
sold to them on similar terms. We subsequently repudiated our agreement with M5 and notified Rand Leases Properties Limited
that we did not intend offering the property to them. Both parties indicated to us their intentions to institute legal proceedings for
the sale and transfer of the property. On December 12, 2006, Rand Leases Properties Limited issued a summons against us and we
filed an Appearance to Defend. A trial date was allocated by the High Court of South Africa for April 25, 2008, but the case was
postponed. A new date has not yet been set. Dino Properties (Pty) Ltd (previously called M5) has instituted action against the
Company seeking to enforce an agreement of sale of the DRD Village entered into on July 21, 2005 alternatively payment of
R195 million which is alleged to represent the market value of the property. The Company is defending this action; however, the
parties have suspended the pleadings with the possibility of pursuing a settlement of the case. See “Legal Proceedings- Legal
proceedings relating to an agreement to sell Durban Deep’s mine village”.

Property

Durban Deep is located within the Central Witwatersrand Basin which stretches from Durban Deep in the west to ERPM in
the east. Durban Deep is situated 9.3 miles (15 kilometers) west of Johannesburg and contains mining title to 14,262 acres (5,772
hectares) and owns 3,667 acres (1,484 hectares) of freehold property. These include administrative buildings, hospital, recreation
complexes, housing in both hostel and free-standing houses and a security complex. We have title to substantial land tracts on the
outskirts of the City of Roodepoort, which is located in this section. We do not intend to convert our rights under the MPRD Act.



1
Cash operating cost, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash
generating capacities of the mines and to monitor performance of our mining operations.
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52
Mining and Processing

Five different ore bodies have been mined at Durban Deep. Ore was mined from outcrops at the surface down to a
maximum depth of 9,200 feet (2,804 meters) and the reefs are known to persist to 13,000 feet (3,962.4 meters) below the surface
within the lease area.

Environmental and Closure Aspects

Rehabilitation and other responsibilities like the National Nuclear Regulator Certificate of Registration requirements
have been taken over by DRD (Pty) Ltd, which is owned by Mintails. An official liability transfer in terms of section 58 of the
MRPDA Act has been submitted to the DMR. DRDGOLD retains only the village that has no assessed liability associated with it.
The legal transfer of the liability would be dependent on the DMR's assessment of Mintails' financial capability. DRDGOLD
therefore still has a contingent liability until such legal transfer is affected.
In fiscal 2011, the environmental rehabilitation liabilities reduced from R19.5 million in fiscal 2010 to R19.0 million in
fiscal 2011.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we have estimated that the
remaining cost for Durban Deep, in current monetary terms as at June 30, 2011, is R19.0 million. This has been included in the
provision for environmental rehabilitation, restoration and closure costs on the statement of financial position. A total of R23.0
million has been contributed to the Environmental Trust Fund. This is an irrevocable trust, managed by specific responsible people
who we nominated and who are appointed as trustees by the Master of the High Court of South Africa.

West Wits

Overview

We own 100% of West Witwatersrand Gold Holdings Limited, or WWGH, which holds West Witwatersrand Gold
Mines Limited, or West Wits. We acquired the entire share capital of WWGH, as well as Consolidated Mining Corporation Limited's
loan to WWGH, on April 1, 1996. We also acquired the entire issued share capital and the shareholders' claim and loan account of
East Champ d'Or Gold Mine Limited, a gold mining company with mining title in the West Rand. The mining assets were sold to
Bophelo Trading (Pty) Limited, subsequently renamed, Mogale Gold (Pty) Limited, or Mogale, during fiscal 2004, effectively
leading to the closure of the mining operation.

West Wits is situated on the northern edge of the Witwatersrand Basin near the town of Krugersdorp to the west of
Johannesburg.

Property

West Wits was formed out of the northern section of Randfontein Estates located in the West Rand Goldfields, about 22
miles (35 kilometers) west of Johannesburg, Gauteng Province. The mine was reached via the R28 Johannesburg-Krugersdorp
highway.

West Wits also had rights to mine on three adjacent mining leases, namely, East Champ d'Or, West Rand Consolidated and
Luipaardsvlei. West Wits had mining title to 8,364 acres (3,790 hectares) and owned 72 acres (29 hectares) of freehold property on
which all of its mining operations were situated. These rights were sold to Mogale during fiscal 2004.

Mining and Processing

In August 2000, we decided to cease all operations at both the underground and open pit operations at West Wits. This
decision was taken after the South African government withdrew the water pumping subsidy. Without the subsidy, mining at West
Wits became prohibitively expensive. The mining operation is an agglomeration of old mines on the Randfontein Basin separated
from the main part of the Witwatersrand Basin by a geological structure known as the Witpoortjie Horst. Over fifteen different gold-
bearing pebble horizons have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 5,900 feet
(1,798.3 meters).

West Wits mined the Livingston Reef package, locally known as the East Reef. It comprises a 100-foot thick package of
conglomerates and quartzites dipping at an average of 18 degrees. The combined West Wits produced more than 1.0 million ounces
of gold since the mine’s inception, before the cessation of underground and open-pit operations at the end of August 2000.
Subsequent to the cessation of mining operations, the metallurgical plant at West Wits was taken over by Crown for the processing of
sand dumps only.

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Environmental and Closure Aspects

Responsibility for the mine, including the environmental rehabilitation liability, has been taken over contractually by
Mintails although the legal transfer thereof would be dependent on the DMR's assessment of Mintails' financial capability.
DRDGOLD therefore still has a contingent liability until such legal transfer is affected. Management of the West Rand Consolidated
Mines' tailings dams have been taken over by Mintails which plans to reprocess them. An EMP for the balance of the area has been
submitted to the DMR as part of the conversion process of ML9/2000. The execution of the conversion is imminent.

In terms of Acid Mine Drainage (AMD) from the Western Basin, a proposal has been submitted to the regulators for an
interim solution whereby the Western Basin water is pumped into the Central Basin. Water from the Central Basin is then pumped
from 400m below surface and partly treated in the ERPM High Density Separation (HDS) plant before being released. The proposal
is based on a Public Private Partnership and will prevent untreated water from polluting the environment until the final sustainable
solution is put in place. In terms of this proposal, DRDGOLD will contribute approximately R13.4 million towards the R218 million
capital required. Final approval is awaited. The DMR and affected mining companies are involved in the development of a ‘Regional
Mine Closure Strategy’ in the gold fields’ area. The government has appointed Trans-Calendon Tunnel Authority to propose
solutions for the various basins. They have also provided funding for the interim solution in the Western and Central Basins. In view
of the limitation of current information for the accurate estimation of a liability, no reliable estimate can be made for the obligation.

In fiscal 2010, the Company transferred the environmental rehabilitation liabilities in respect of mining rights over the West
Wits mining license area which was disposed of. A total of R19.9 million previously contributed to the Environmental Trust Fund has
been impaired as a result of the transfer of the liability.
Legal Proceedings

Litigation regarding environmental issues

On August 2, 2006 and September 4, 2006, two applications were brought against DRDGOLD and its directors for relief
under the MPRD Act by the Legal Resources Centre on behalf of the residents of two communities, Davidsonville and Kagiso, who
reside adjacent to tailings deposition sites of the now dormant Durban Roodepoort Deep mine and the West Witwatersrand mine,
respectively. While no financial compensation is sought, the communities are seeking orders for the revision of the environmental
management programmes of both sites, and for the sites to be rehabilitated and closed in accordance with the standards of the MPRD
Act. DRDGOLD has filed its Appearance to Defend and Answering Affidavits in respect of both matters in the High Court of South
Africa. The responsibility rests with the respondent's attorneys to either apply to the High Court for a date of hearing or file replying
affidavits.
Application to reverse the granting of a mining right

In June 2008, DRDGOLD and Durban Roodepoort Deep (Pty) Limited (“DRD”) brought an application in the High Court
of South Africa against Main Reef Crushers CC (MRC) and the Minister of Mineral Resources because inter alia the latter granted
MRC a mining right:
•     in respect of an old waste rock dump which is not regulated by the MPRD Act and therefore the right was unlawfully
      granted;
•     over an area on which DRD had already been granted a prospecting right which gives DRD the exclusive right to apply for a
      mining right in terms of the MPRD Act; and
•     in respect of which the Environmental Impact Assessment and the Environmental Management Programme submitted by
      MRC are fatally defective.

This case has been settled.
Lawsuit by French shareholders
In August 2008, the Company received by post a summons issued in the Tribunal De Grande Instance District Court of Paris
by the Association for the Defense of the Shareholders of East Rand (the association) against Ergo Mining Operations.
The claim is based on the following allegations:
•     that the members of the association were shareholders of ERPM;
•     that the non-audited ERPM results of the six-month period from July to December 1998 were misleading regarding the
      'healthiness' of ERPM prior to its winding up in 1999;
•     that the 1999 liquidation of ERPM was fraudulently approved by 15% of shareholders who were representatives of the
      South African state against the interests of French shareholders; and
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•     that the subsequent scheme of arrangement to remove ERPM from liquidation in 1999 was approved by 15% of
       shareholders without consultation with French shareholders.

On the basis of these allegations, the association is claiming a payment of 5 million euros for damages, 10,000 euros for
costs and costs of suit. Ergo Mining Operations has raised the point that the French Courts lack jurisdiction to hear the matter and
also filed its defenses on the merits of the case. On May 24, 2011 the Court refused the association’s application for postponement
and the case was struck off the roll.
Legal proceedings relating to an agreement to sell Durban Deep’s mine village
We concluded an agreement with M5 on July 21, 2005, pursuant to which M5, against payment of a non-refundable fee of
R1.5 million, was granted an option to acquire Durban Deep’s mine village for R15.0 million. On November 18, 2005, M5 exercised
the option and provided a guarantee for payment. Prior to the registration of the transfer occurring, we were notified by Rand Leases
Properties Limited (formerly JCI Properties Limited) of an alleged pre-emptive right in respect of the property in terms of an
agreement dated December 1996, pursuant to which the property should be sold to them on similar terms. We subsequently
repudiated our agreement with M5 and notified Rand Leases Properties Limited that we did not intend offering the property to them.
Both parties indicated to us their intentions to institute legal proceedings for the sale and transfer of the property. On
December 12, 2006, Rand Leases Properties Limited issued a summons against us and we filed an Appearance to Defend. On April
25,
2008 the case was postponed by the High Court.
Dino Properties (Pty) Limited (previously M5) has instituted action against us seeking to enforce an agreement of sale of
Durban Deep’s mine Village entered into on July 21, 2005, or alternatively payment of R195 million which is alleged to represent the
market value of the property. DRDGOLD is defending this action, however, the parties have suspended the pleadings with the
possibility of pursuing a settlement of the case
.

Claim for alleged damages at Blyvoor

Duffuel (Pty) Ltd and Paul Frederick Potgieter are suing DRDGOLD, Ergo Mining Operations, Blyvoor and the latter's
directors for alleged pollution of peat reserves which they claim to sell to the mushroom industry. Since the 20-F for fiscal 2010 the
plaintiffs amended the amounts claimed against DRDGOLD, Ergo Mining Operations, Blyvoor and the latter's directors as follows:
•     R41,051,000 for loss of peat reserves;
•     R23,657,910 for removal and transportation of the polluted peat;
•     R2,025,000 for required permits and authorizations;
•     R1,650,000 for installation of pipelines; and
•     R192,000 for importation of clean water for domestic use.

The defendants are defending this action and have also raised an exception on the basis that the claim is vague and
embarrassing, and does not disclose a cause of action.

Business rescue proceedings for Blyvoor operations
             On June 23, 2011, DRDGOLD announced that its Board of Directors has decided to suspend financial assistance to
DRDGOLD’s 74%-owned subsidiary, Blyvoor. The decision follows the promulgation of the new Companies Act of South Africa
which came into effect May 1, 2011, which requires directors of parent companies to seek the consent of the parent company
shareholders and then to consider the effects on the solvency and liquidity of the parent company as conditions precedent to the
provision of financial assistance to subsidiaries
.
In fiscal 2010, Blyvoor accounted for 106,452 ounces of gold, or 44% of our total
production and in fiscal 2011 it accounted for 121,114 ounces or 46% of our total production.

Under the terms of business rescue procedures, the applicant may select a business rescue practitioner from a list of
approved business rescue practitioners who will have a wide range of powers at his disposal to take such actions he deems
necessary to save the business. The business rescue practitioner needs to implement a business rescue plan which requires the
approval of affected parties involved within a specified period or, if such approval is not obtained or if he is of the opinion that the
business cannot be saved, apply to the court for liquidation of the company. The business practitioner’s powers could include
giving certain creditors temporary preference over others and agreeing compromises with creditors without the risk of committing
an act of insolvency and thereby exposing the mine to liquidation. The business rescue practitioner has been granted an extension until November 1, 2011, for submission of the business rescue plan and
until December 2, 2011 for the business rescue process in terms of section 132(3) of the Companies Act, 2008; further extension may, however, be granted.
ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following Operating and Financial Review and Prospects section is intended to help the reader understand the factors
that have affected the Company's financial condition and results of operations for the historical period covered by the financial
statements and management's assessment of factors and trends which are anticipated to have a material effect on the Company's
financial condition and results in future periods. This section is provided as a supplement to, and should be read in conjunction
with, our audited financial statements and the other financial information contained elsewhere in this Annual Report. Our financial
statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB). Our discussion contains forward looking information based on current
expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from
those indicated in such forward looking statements.
The Operating and Financial Review and Prospects include the following sections:
•     Operating results:
-
    Business overview, a general description of our business.
-
    Key drivers of our operating results and principal factors affecting our operating results, a general description of the
principal uncertainties and variables facing our business and the primary factors that have a significant impact on our
operating performance.
-
    Recent acquisitions and dispositions, a description of the recent acquisitions and other transactions that have
impacted, or will impact, our performance.
-
    Key financial and operating indicators, a presentation of the key financial measures we use to track our operating
performance.
-
    Application of critical accounting policies, a discussion of accounting policies that require critical judgments and
estimates.
-
    Operating results, an analysis of our consolidated results of operations during the three fiscal years presented in our
financial statements. The analysis is presented both on a consolidated basis, and by operating segment.
•      Liquidity and capital resources, an analysis of our cash flows, borrowings and our anticipated funding requirements and
sources.
•      Research and development, patents and licenses, etc.
•      Outlook and trend information, a review of the outlook for, and trends affecting our business.
•      Off-balance sheet arrangements.
•     Tabular disclosure of contractual obligations, being the numerical review of our contractual future cash obligations.
•      Safe harbor.
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5A. OPERATING RESULTS

Business overview
We are a South African gold mining company engaged in underground and surface gold mining, including exploration,
extraction, processing and smelting. We have operations comprising underground mining and surface tailings retreatment,
including the requisite infrastructure and metallurgical processing plants. Our operations are currently located in South Africa. As
from June 30, 2010, DRDGOLD's foreign subsidiaries, which were the holding companies for its previously disposed Australasian
operations, have been placed into voluntary liquidation. In fiscal 2010, the Group has broadened its activities to include initial
exploration activities on a small scale in Zimbabwe.

During the fiscal years presented in this Annual Report all our operations take place in one geographic region, namely
South Africa (“South African Operations”), based on revenue generated from the location of our subsidiaries, as follows:
•     Blyvooruitzicht Gold Mining Company Limited (Blyvoor) – underground mining and surface tailings retreatment;
•     ErgoGold (unincorporated entity) and Ergo Mining (Pty) Limited (Ergo JV), collectively referred to as Ergo – surface
      tailings retreatment;
•     Crown Gold Recoveries (Pty) Limited (Crown) – surface tailings retreatment; and
•     East Rand Proprietary Mines Limited (ERPM) – surface tailings retreatment (reported under Crown) and ERPM
      Extension 1 and 2 exploration tenements. ERPM’s underground mining operation has been discontinued and are included
      under ‘Corporate head-office and all other expenses’ in our financial statements’ operating segments.

In fiscal 2011, the South African Operations accounted for 100% of our total production and loss for the year of
R415.4 million (fiscal 2010: R203.4 million profit for the year and fiscal 2009: R110.7 million profit for the year).

Exploration activities are undertaken mainly in South Africa. In fiscal 2010, we also commenced small scale exploration
activities in Zimbabwe.

From 1895 to 1997, our principal mining operation was the Durban Deep mine. Up to 1999, our general growth strategy
was to acquire existing under-performing mines in South Africa at relatively low acquisition costs, and turn them into profitable
business units by introducing low-cost mining methods and reducing costs through employing our experience in managing
marginal gold mines to more efficiently utilize existing infrastructures. From 1999 to 2006 our focus was to expand our operations
outside of South Africa by acquiring lower cash cost and higher margin mines than those in South Africa, through the acquisition
of Tolukuma, our former 20% interest in Porgera and 79% interest in Emperor (Vatukoula), which together constituted our
Australasian Operations. With the exit from our Australasian Operations in 2008, our strategy has since changed to refocus on our
operations in South Africa and in particular on the expansion of our surface tailings retreatment operations. A large portion of the
proceeds we received from the disposal of our Australasian operations have been utilized during fiscal 2009, 2010 and 2011 to
expand our retreatment of surface tailings to recover gold.

Our new strategy is to enhance shareholders’ value by reducing risk, controlling costs, managing margins and taking a
disciplined approach to growth. In the short- to medium-term the focus will be on optimizing surface circuits, growing geological
expertise to enhance exploration capacity and phasing out underground operations, in a manner that maximizes shareholder value.
In fiscal 2011, revenue was 29% higher than in fiscal 2010 as a result of the higher rand gold price which increased by
17% and an increase in production of 10%. In fiscal 2010, revenue was slightly higher than in fiscal 2009. The effect of the higher
gold price was offset by lower gold production, in particular from underground operations due to the lower grades recovered as a
result of the seismic activity at Blyvoor’s underground operation at the end of fiscal 2009. In fiscal 2009 revenue was slightly
higher than in fiscal 2008. The effect of the higher gold price was offset by lower gold production, in particular from underground
operations due to the closure of ERPM’s underground operation. We had R259.1 million in cash and cash equivalents as at
June 30, 2011 compared to R188.2 million in cash and cash equivalents as at June 30, 2010. The increase in cash and cash
equivalents was mainly attributable to increased cash inflows from operating activities.

As at June 30, 2011, we had attributable Ore Reserves of approximately 6.3 million ounces, compared to 6.0 million
ounces as at June 30, 2010 and 5.2 million ounces as at June 30, 2009. The increase was mainly attributable to the higher gold
price.
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Key drivers of our operating results and principal factors affecting our operating results
The principal uncertainties and variables facing our business and, therefore, the key drivers of our operating results are:
•     The price of gold, which fluctuates widely in dollars and rands;
•     The production tonnages and gold content thereof, impacting on the amount of gold we produce at our operations;
•     The cost of producing that gold as a result of mining efficiencies; and
•     General economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations
      particularly in South Africa.

Gold price
Our revenues are derived primarily from the sale of gold produced at our mines. As a result, our operating results are
directly related to the price of gold which can fluctuate widely and is affected by numerous factors beyond our control, including
industrial and jewelry demand, expectations with respect to the rate of inflation, the strength of the dollar (the currency in which
the price of gold is generally quoted) and of other currencies, interest rates, actual or expected gold sales by central banks, forward
sales by producers, global or regional political or economic events, and production and cost levels in major gold-producing
regions such as South Africa. In addition, the price of gold is often subject to rapid short-term changes because of speculative
activities. The demand for and supply of gold may affect gold prices, but not necessarily in the same manner that supply and
demand affect the prices of other commodities. The supply of gold consists of a combination of new production from mining and
existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial
organizations and private individuals. As a general rule we sell the gold produced at market prices to obtain the maximum benefit
from prevailing gold prices.
The following table indicates the movement in the dollar gold spot price for the 2011, 2010 and 2009 fiscal years:
2011 fiscal year
2010 fiscal year
% change
Opening gold spot price on July 1, ..................................
$1,244 per ounce
$935 per ounce
33%
Closing gold spot price on June 30, ................................
$1,506 per ounce
$1,244 per ounce
21%
Lowest gold spot price during the fiscal year ..................
$1,157 per ounce
$909 per ounce
27%
Highest gold spot price during the fiscal year ..................
$1,553 per ounce
$1,261 per ounce
23%
Average gold spot price for the fiscal year ......................
$1,369 per ounce
$1,089 per ounce
26%
2010 fiscal year
2009 fiscal year
% change
Opening gold spot price on July 1, ..................................
$935 per ounce
$930 per ounce
1%
Closing gold spot price on June 30, ................................
$1,244 per ounce
$935 per ounce
33%
Lowest gold spot price during the fiscal year ..................
$909 per ounce
$713 per ounce
27%
Highest gold spot price during the fiscal year ..................
$1,261 per ounce
$989 per ounce
28%
Average gold spot price for the fiscal year ......................
$1,089 per ounce
$873 per ounce
25%
2009 fiscal year
2008 fiscal year
% change
Opening gold spot price on July 1, ..................................
$930 per ounce
$651 per ounce
43%
Closing gold spot price on June 30, ................................
$935 per ounce
$930 per ounce
1%
Lowest gold spot price during the fiscal year ..................
$713 per ounce
$648 per ounce
10%
Highest gold spot price during the fiscal year ..................
$989 per ounce
$1,011 per ounce
-2%
Average gold spot price for the fiscal year ......................
$873 per ounce
$821 per ounce
6%
A significant upward trend in the dollar gold price has been noted over the past six fiscal years. Our production has been
sourced from our South African Operations and, until fiscal 2008, our Australasian Operations as well. As a result, the impact of
movements in relevant exchange rates during those six fiscal years, has been significant on our operating results. The average gold
price in rand (based on average spot prices for the year) increased from R7,899 per ounce in fiscal 2009 (a 32% increase from
fiscal 2008), to R8,289 per ounce in fiscal 2010 (a 5% increase from fiscal 2009) and R9,565 per ounce in 2011 (a 15% increase
from fiscal 2010).
Based on our forecast gold price of R350,649 per kilogram for fiscal 2012, a 10% increase in the rand gold price received
will increase our forecast profit for the year by R272.2 million and a 10% decrease in the rand gold price received will decrease
our profit for the year by R265.1 million.
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Gold production and operating costs
Gold production from our operations totaled 265,179 ounces during fiscal 2011, compared to 241,194 ounces in fiscal
2010, and 247,690 ounces in fiscal 2009. The benefits enjoyed in fiscal 2011 by the 15% increase (fiscal 2010: 5% increase) in the
average rand gold price received were partially offset by an increase in average operating costs of 8% (fiscal 2010: 9%). Average
operating costs were reasonably well contained due to higher production and an increased contribution from our lower cost
surface retreatment operations.

Our costs and expenses consist primarily of operating costs and depreciation. Operating costs include labor, contractor
services, stores, electricity and other related costs, incurred in the production of gold. ‘Consumables and other’ and 'labor' are the
largest components of operating costs, each constituting 35% of operating costs for fiscal 2011. For fiscal 2011, 35%, fiscal 2010
32% and fiscal 2009 44% of our mining operations, based on kilograms of gold produced, involved deep level underground
mining which is more labor intensive.

In fiscal 2011, production increased to 265,179 ounces (produced from 24.2 million tonnes milled at an average yield of
0.34g/t) from 241,194 ounces in fiscal 2010 (produced from 22.6 million tonnes milled at an average yield of 0.33g/t). Production
decreased from 247,690 ounces (produced from 14.5 million tonnes milled at an average yield of 0.53g/t) in fiscal 2009 to
241,194 ounces in fiscal 2010 (produced from 22.6 million tonnes milled at an average yield of 0.33g/t). The reasons for the
movements in production are explained in more detail below.
Blyvoor produced 121,114 ounces (from 3.9 million tonnes milled at an average yield of 0.98g/t) in fiscal 2011, in
comparison with 106,452 ounces (from 3.6 million tonnes milled at an average yield of 0.92g/t) in fiscal 2010 and 129,473 ounces
(from 4.0 million tonnes milled at an average yield of 1.00g/t) in fiscal 2009. The increase in production at Blyvoor in fiscal 2011
compared to fiscal 2010, reflected continued recovery of the underground operations from the effects of substantial seismic
damage in the high-grade areas of No. 5 Shaft and a protracted, wage related strike in fiscal 2010. However, Blyvoor’s production
had been trending down in the last quarter of fiscal 2011 due to public holiday interruptions and seismicity-related work
stoppages, while costs had increased due mainly to higher electricity charges, and particularly power utility Eskom’s winter tariff
which added R11 million a month to overhead costs and as a result of a 20% drop in grade quarter on quarter which was
attributable to the use of a substitute explosive for the fourth quarter of fiscal 2011, due to major overhaul repairs at our regular
explosive supplier’s manufacturing plant. The decrease in production at Blyvoor in fiscal 2010 compared to fiscal 2009, was as a
result of lower recovered grades from underground operations as a result of seismic activity damaging the high-grade mining areas
during the last quarter of fiscal 2009 and a month long wage related strike during the first quarter of fiscal 2010.

Crown (which has been restated to include the surface retreatment operation of ERPM) produced 95,713 ounces (from
7.1 million tonnes milled at an average yield of 0.42g/t) during fiscal 2011, in comparison with 99,410 ounces (from 7.1 million
tonnes milled at an average yield of 0.43g/t) in fiscal 2010 and 95,616 ounces (from 8.0 million tonnes milled at an average yield
of 0.37g/t) in fiscal 2009. The decrease in production in fiscal 2011 was mainly as a result of diminishing grades as the processing
of the Top Star dump neared completion. The higher grades in fiscal 2010 compared to fiscal 2009 were a result of higher grade
material from the Mennells and Top Star sites and the lower throughput was due to constraints created by Crown’s deposition
facility.

ERPM (which has been restated to include only its underground production) had no underground gold production during
fiscal 2011 and 2010, in comparison with 18,935 ounces (from 0.2 million tonnes milled at an average yield of 3.20g/t) in fiscal
2009. The decrease in production at ERPM resulted from the discontinuation of the underground operations from October 2008.

Ergo, which commenced production in November 2008, produced 48,352 ounces (from 13.2 million tonnes milled at an
average yield of 0.11g/t) in fiscal 2011, in comparison with 35,332 ounces (from 11.9 million tonnes milled at an average yield of
0.09g/t) in fiscal 2010 and 3,666 ounces (from 2.3 million tonnes milled at an average yield of 0.05g/t) in fiscal 2009. The
increase in production in fiscal 2011 is due to a rise in both throughput and average grade, resulting from continued build-up of
slimes recovery from the Elsburg Tailings Complex. The increase in fiscal 2010 compared to fiscal 2009 is due to the first full
fiscal year of production and the ramp-up of production towards full production.
We have made an encouraging technological
breakthrough at Ergo which separates out an agent that carries at least 37% of the gold. Whether we implement this technology
will be determined not just in terms of value over life of mine, but whether payback in the near term can be achieved. We aim to
take a firm view on this early in the third quarter of fiscal 2012.




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General economic factors
As at September 30, 2011, our operations are located in South Africa. We also engage in small scale exploration activities
in Zimbabwe (such activities are at an early stage and therefore do not affect our results of operations). We are exposed to a
number of factors, which could affect our profitability, such as exchange rate fluctuations, inflation and other risks relating to
South Africa. In conducting mining operations, we recognize the inherent risks and uncertainties of the industry, and the wasting
nature of the assets.

Effect of exchange rate fluctuations
For the year ended June 30, 2011, 100% of our revenues were generated from South African operations, all of our
operating costs were denominated in rand and we derived all of our revenues in dollars. Fiscal 2011 was marked by volatility in
the dollar and an overall weakening in the dollar relative to the rand. As the price of gold is denominated in dollars and we realize
our revenues in dollars, the depreciation of the dollar against the rand reduces our profitability, whereas the appreciation of the
dollar against the rand increases our profitability. Based upon average rates during the respective years, the rand strengthened by
8% against the dollar in fiscal 2011, compared to a strengthening by 16% against the dollar in fiscal 2010 and a weakening by
24% against the dollar in fiscal 2009. The strengthening of the rand against the dollar limited the increase in the average rand gold
price received to only 17% in fiscal 2011 and 5% in fiscal 2010, whereas in fiscal 2009 the 32% was increase in the average rand
gold price was mainly as a result of the significant weakening (24%) of the rand against the dollar.

As an unhedged gold producer, we do not enter into forward gold sales contracts to reduce our exposure to market
fluctuations in the dollar gold price or the exchange rate movements. If revenue from gold sales falls for a substantial period
below our cost of production at our operations, we could determine that it is not economically feasible to continue commercial
production at any or all of our operations or to continue the development of some or all of our projects. Our weighted average cash
operating costs per kilogram for our operations was R251,296 per kilogram of gold produced in fiscal 2011, R233,112 per
kilogram of gold produced in fiscal 2010 and R219,024 per kilogram of gold produced in fiscal 2009. The average gold price
received, from operations, was R308,220 per kilogram of gold produced in fiscal 2011, R267,292 per kilogram of gold produced
in fiscal 2010 and R250,589 per kilogram of gold produced in fiscal 2009.
Effect of inflation
In the past, our operations have been materially adversely affected by inflation. As we are unable to control the prices at
which our gold is sold, if there is a significant increase in inflation in South Africa without a concurrent devaluation of the rand or
an increase in the price of gold, our costs will increase, negatively affecting our operating results.

The movements in the rand/dollar exchange rate, based upon average rates during the periods presented, and the local
annual inflation rate for the periods presented, as measured by the South African Consumer Price Index, or CPI, are set out in the
table below:
Year ended June 30,
2011
(%)
2010
(%)
2009
(%)
The average rand/dollar exchange rate (strengthened)/weakened by ..........................................
(8.2)          (15.9)           23.7
CPI (inflation rate) ...................................................................................................................
5.3               4.2             6.9
The South African CPI inflation rate stabilized in fiscal 2011 and fiscal 2010 after a significant decrease in fiscal 2009
and as at September 30, 2011, it was at 5.7%. From January 2009, the South African Reserve Bank changed the way inflation is
measured by expanding the range of consumer goods used and changing the benchmark measure from CPIX (CPI minus mortgage
costs) to CPI. Mortgage costs have been replaced by owners’ equivalent rental (OER) to capture housing costs, making CPIX
redundant. The closest measure to CPIX is CPI minus OER.
South African political, economic and other factors
We are a South African company and, subsequent to the sale of our Australasian Operations, all our revenue producing
operations are based in South Africa. As a result, we are subject to various economic, fiscal, monetary and political factors that
affect South African companies generally. South African companies are subject to exchange control regulations. Governmental
officials have from time to time stated their intentions to lift South Africa’s exchange control regulations when economic
conditions permit such action. Over the last few years, certain aspects of exchange controls for companies and individuals have
been incrementally relaxed. It is, however, impossible to predict when the South African Government will remove exchange
controls in their entirety. South African companies remain subject to restrictions on their ability to export and deploy capital
outside of the Southern African Common Monetary Area, unless dispensation has been granted by the South African Reserve
Bank. For a detailed discussion of exchange controls, see Item 10D.: “Exchange controls.”


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On May 1, 2004, the Mineral and Petroleum Resources Development Act (MPRD Act) became effective. Prior to the
introduction of the MPRD Act, private ownership in mineral rights and statutory mining rights in South Africa could be acquired
through the common law or by statute. Now, all mineral rights have been placed under the custodianship of the South African
Government under the provisions of the MPRD Act, and old order proprietary rights need to be converted to new order rights of
use within certain prescribed periods. We have submitted certain applications in this regard. This process is described in more
detail under Item 4B.: “Business Overview – Governmental regulations and their effects on our business - South Africa - Common
Law Mineral Rights and Statutory Mining Rights.”
The MPRD Act makes reference to royalties being payable to the South African government in terms of the Royalty Bill.
The fourth draft of the Royalty Bill was promulgated in Parliament on August 14, 2008 and provides for the payment of a royalty
according to a formula based on earnings before interest, tax and after the deduction of capital expenditure. The Mineral and
Petroleum Resources Royalty Act, No.28 of 2008 was enacted on November 21, 2008 and was published in the South African
Government Gazette on November 24, 2008 and the Mineral and the Petroleum Resources Royalty Act (Administration), No.29 of
2008 on November 26, 2008. The rate as calculated per the abovementioned formula is then applied to revenue to calculate the
royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold, 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 group. The registration process commenced on November 1, 2009, after which the group duly registered,
and the payment of royalties commenced on March 1, 2010, with DRDGOLD payments due as from June 30, 2010 and every six
months thereafter. The royalty is payable on old unconverted mining rights and new converted mining rights.

Recent acquisitions and dispositions
The global gold mining industry has experienced active consolidation and rationalization activities in recent years.
Accordingly, we have been, and may continue to be, involved in acquisitions and dispositions as part of this global trend and to
identify value-adding business combinations and acquisition opportunities. To ensure that our Ore Reserve base is maintained, or
increased, we are currently focusing on organic growth from our existing operations, brownfields exploration in South Africa and
greenfield exploration in Zimbabwe.

The following is a description of acquisitions and dispositions completed by us since July 1, 2008:

Top Star Dump

On August 21, 2008 a Mining Right was granted for gold recovery over the Top Star Dump, in favor of Crown by the
Department of Mineral Resources with effect from August 21, 2008. The mining right for the Top Star Dump has been granted
until August 20, 2013 and gold recovery started during December 2008.

Ergo (includes ErgoGold and the Ergo JV)

On June 7, 2007, we and Mintails announced the formation of the Ergo JV, a joint venture between Mintails SA and Ergo
Mining Operations. Following discussions initiated in the first quarter of 2007, the joint venture parties agreed to pursue a strategy to
consolidate certain of their assets on the East Rand. Mintails SA contributed one fully refurbished carbon-in-leach, or CIL, circuit at
the Brakpan plant and Ergo Mining Operations contributed the Elsburg tailings complex, comprising approximately 180 Mt of
tailings. This part of the project, previously referred to as Ergo Phase 1, was subsequently established under ErgoGold. Mintails SA
and Ergo Mining Operations, through their subsidiaries, initially owned 50% each of ErgoGold and the Ergo JV.

On August 6, 2007, the joint venture parties entered into a sale of assets agreement with AngloGold Ashanti pursuant to
which it acquired the remaining moveable and immovable assets of the Ergo plant for a total consideration of R42.8 million. These
assets will be operated by the Ergo JV for its own account, under the AngloGold Ashanti old mining rights, until new order mining
rights have been obtained. These assets consist of servitudes (access agreements), infrastructure, piping, equipment, old order mining
rights and the right to an additional 15 Mt of tailings material.

On November 26, 2007, we announced that Ergo Mining Operations signed a binding term sheet with Mintails SA, which
provided for significant expansion of the joint venture through:

  •    the planned refurbishment of all infrastructure at the Brakpan plant, to increase capacity from one CIL gold recovery circuit
       to a plant capable of processing tailings for the recovery of gold, uranium and sulphuric acid; and
  •    substantially increasing available tailings material from 180 Mt to up to 1,700 Mt, by securing rights over tailings dumps
       and slimes dams in the region.





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Additional agreements were concluded on November 14, 2007 for:
•     the acquisition by the Ergo JV of additional tailings properties and the Withok deposition complex from AngloGold Ashanti
      for a payment of R45.0 million and assumption of rehabilitation obligations; and
•     the acquisition by Mintails SA of an option to acquire tailings properties (the Grootvlei Properties), comprising some
      105 Mt, from Pamodzi Gold Limited. The Grootvlei properties formed part of the Mintails SA contribution to the expanded
      Ergo JV.
Ergo Phase 1 (ErgoGold) involved the refurbishment of one CIL circuit at the Brakpan plant with the capacity to treat an
estimated 15Mt of tailings a year, for the recovery of approximately 52,000 ounces of gold a year. Ergo Phase 2 includes the
expansion of the gold plant by refurbishing the second CIL circuit and developing uranium and acid plants. ErgoGold is managed by
Crown.
On September 29, 2008, Ergo Mining Operations acquired a further 15% interest in ErgoGold from Mintails SA resulting
in Ergo Mining Operations, which holds its interest through its subsidiary, ERPM, holding a 65% interest and Mintails SA a 35%
interest in the joint venture. On December 8, 2008, DRDGOLD agreed to acquire Mintails SA's remaining interest in ErgoGold,
as well as all of the shareholder’s loans owed by ErgoGold to the Mintails group. The acquisition, which was completed on March
31, 2009, resulted in the Group acquiring 100% of ErgoGold. The purchase consideration was paid in cash and amounted to
R100.0 million for the 15% interest and R177.0 million for the 35% interest.

On January 21, 2010, Ergo Mining Operations through its subsidiary ERPM, acquired the remaining 50% interest in the
Ergo JV from Mintails SA for a total consideration of R82.1 million, consisting of R62.1 million in cash and payment of the
balance of R20.0 million with DRDGOLD’s shares in Witfontein Mining (Pty) Limited. The acquisition was completed on April
15, 2010 and was recorded in the financial statements effective May 1, 2010.

DRDGOLD treats ErgoGold and the Ergo JV as one operating segment called Ergo, and includes their respective
financial results within our Annual Report in accordance with IFRS 8 (Operating Segments). Furthermore, the company’s
management believes it is appropriate to present ErgoGold and the Ergo JV together in this discussion as they share the same
infrastructure, human resources and mineable material, with ErgoGold being focused on the extraction of gold from the re-
treatment of the Elsburg and Benoni deposition sites and the Ergo JV being an exploration project focused on the extraction of
uranium and further gold from a range of deposition sites (including the Elsburg site).
ERPM
On October 6, 2008 we ceased pumping at ERPM’s South West Vertical Shaft for safety reasons following the death of two
employees underground. Post mortems suggested that the two men, who had been conducting routine water level measurements, died
of asphyxiation. The South West Vertical Shaft had been used only for water pumping purposes for several years.
The Department of Mineral Resources issued a Section 54 notice under the Mine Health and Safety Act, subjecting access
into the area to certain restrictions and conditions relating to ventilation. On October 23, 2008, drilling and blasting operations were
suspended in all shafts after the cessation of pumping of underground water at South West Vertical shaft on October 6, 2008 for
safety reasons.

On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of
ERPM, and to proceed with a consultation process in terms of Section 189A of the Labour Relations Act to determine the future
of the mine’s 1,700 employees. The consultation process was completed on January 20, 2009 and 1,335 employees were
retrenched. On August 20, 2009, we discontinued care and maintenance and closed the underground operations.

On June 30, 2010 DRDGOLD signed heads of agreement with White Water Resources Limited (White Water), in terms of
which White Water would acquire the prospecting rights over ERPM Extensions 1 and 2 and the mining right over ERPM
Extension 1 from ERPM. ERPM’s mining right application over ERPM Extension 1 is pending. Both extensions are contiguous to
the ERPM mining lease area. The purchase consideration for the prospecting and mining rights was R18.5 million and would be
settled through the issue to ERPM of 74 million ordinary shares in White Water and 26 shares in a special purpose vehicle (SPV) to
be created, which would hold the assets acquired by White Water from ERPM in accordance with the terms of the transaction. This
transaction was part of DRDGOLD’s strategy to focus management efforts on surface retreatment.

In the event that the Department of Mineral Resources did not approve the transfer of one or more of the prospecting or
mining rights, the consideration would be reduced to R9.3 million to be settled through the issue to ERPM of 37 million ordinary
shares in White Water and 26 ordinary shares in the SPV.

The transaction was subject to the successful conclusion of various conditions precedent, including its approval by White
Water shareholders and the DRDGOLD Board of Directors. The DRDGOLD Board of Directors did not approve the transaction and
the disposal did not proceed due as the Board of Directors decided that it was more appropriate for DRDGOLD to perform the
exploration work to better understand the nature of the asset.
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Blyvoor
On November 9, 2009, in a bid to save our Blyvoor mine from liquidation, we applied to the High Court of South Africa for
a provisional judicial management order over the operation. A provisional judicial management order was granted by the High Court
of South Africa on November 10, 2009.
The application, in terms of the provisions of Section 427 of the South African Companies Act, was prompted by Blyvoor’s
inability to continue to sustain losses incurred since April 2009, which were brought about by the following circumstances:
•     a drop in the rand gold price received between April 1, 2009 and September 30, 2009, due to the strengthening of the
      rand against the US dollar;
•     extensive damage caused during May 2009 to higher-grade underground production areas at Blyvoor’s No. 5 Shaft by
      seismic activity, restoration of which was expected to take until March 2010 to complete;
•     power utility Eskom’s higher winter tariffs, compounded by a 32% price increase effective from July 1, 2009, and the
      likelihood of further increases in coming months; and
•     the wage strike by the National Union of Mineworkers, which lasted for almost a month and resulted in the loss of
      approximately 8,000 ounces of expected production.
In terms of a provisional judicial management order, the court appointed a judicial manager who had a wide range of powers
at his disposal to take such actions as he deemed necessary to save the business. These could include giving certain creditors
temporary preference over others and agreeing compromises with creditors without the risk of committing an act of insolvency and
thereby exposing the mine to liquidation.

On April 13, 2010, DRDGOLD announced that the High Court of South Africa had agreed to lift, with immediate effect,
the provisional judicial management order in place since November 10, 2009. The Company’s application to the court for the
lifting of the provisional judicial management order indicated that for the period from November 2009 to February 2010, Blyvoor
had traded at an unaudited profit of R33.6 million, the amount owed to trade creditors at the time when the provisional judicial
management order was granted had been reduced from R39 million to R2.17 million, monthly production of gold had increased
from 8,745 ounces to 10,127 ounces and the gold price had increased from R240,000/kg to R265,000/kg.

On December 2, 2009, DRDGOLD announced a proposed transaction to sell 60% of Blyvoor to Aurora Empowerment
Systems (Pty) Limited, or Aurora, for R295 million and to provide a R80 million loan facility over a six month period. On April 1,
2010, the Company announced that through mutual agreement the offer made by Aurora was withdrawn.
On September 14, 2010, DRDGOLD met all formal requirements to restructure its holding in Blyvoor, then a subsidiary
of Ergo Mining Operations, which is the holding company of DRDGOLD’s surface operations, such that Blyvoor would become a
direct subsidiary of DRDGOLD. This was done to form separate brands for the Company’s underground and surface operations in
two separate investment vehicles; the first being Blyvoor involved in underground operations at a higher risk, marginal gold mine
with a high potential upside if the rand gold price reaches more favorable levels and the second being Ergo Mining Operations
involved in surface operations at a lower risk, higher margin gold mine. Following this restructuring, DRDGOLD’s Board of
Directors announced in April, 2011 that Blyvoor no longer fit within the Company’s strategic focus and that the mine would be
sold.
On June 23, 2011, DRDGOLD announced that its Board of Directors had decided to suspend financial assistance to
Blyvoor. The decision followed the promulgation of the new Companies Act of South Africa which requires directors of parent
companies to seek the consent of the parent company shareholders and then to consider the effects on the solvency and liquidity of
the parent company as conditions precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been
trending down as a result of a drop in grade, public holiday interruptions and seismicity-related work stoppages, while costs had
increased due mainly to higher electricity charges, and particularly power utility Eskom’s winter tariff which adds R11 million a
month to overhead costs. The Board of Directors of Blyvoor had, in response to the DRDGOLD Board’s decision, resolved to
begin business rescue proceedings for Blyvoor in terms of Chapter 6 of the Companies Act. The business rescue process provided
for in Chapter 6 replaced the judicial management process in the previous Companies Act.
On August 17, 2011, DRDGOLD announced that Blyvoor had been granted an extension by the Southern Gauteng High
Court of South Africa (Johannesburg) until November 1, 2011, to publish a business rescue plan. On October 20, 2011 it was
announced that further extension had been granted till December 2, 2011, for the business rescue process in terms of section 132(3) 
of the Companies Act, 2008; further extension may, however, be granted. The extension was granted because various processes
critical to finalization of the business rescue plan were ongoing and would require additional time to conclude. These included:
•     discussions on terms with key creditors;
•     wage negotiations with unions and associations;
•     negotiations with neighboring mining companies regarding asset acquisitions; and
•     on-mine measures to improve labor, energy and water efficiencies.
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On September 27, 2011, the Business Rescue Practitioner overseeing business rescue proceedings at Blyvoor gave notice of
Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section 189 (3) of the Labour Relations Act with the
National Union of Mineworkers, or NUM and the United Association of South Africa, or UASA – the Union, to consider reducing
employee numbers by approximately 500 employees. The reason for the need to consider the reduction is that Blyvoor – under
business rescue proceedings in terms of Chapter 6 of the Companies Act since June this year – has been unable to meet production
and financial targets, a situation exacerbated by higher utility costs. Blyvoor is proposing voluntary separation and application of
the principle of “last in, first out” as among the mechanisms to be applied to effect the required reduction in employee numbers.
Measures currently under consideration to achieve a targeted 30% improvement in the cost of production in R/kg terms, and thus
to avoid employee reduction, include:
•     a reduction in overtime expenditure;
•     an increase in available face time and subsequent re-organisation of shifts;
•     a re-evaluation of the profitability of 6 Shaft, 4 Shaft and the Reef Picking Project;
•     a reduction of departmental costs by 10%; and
    revised mining plans.
Other
On September 17, 2008, our wholly-owned subsidiary, DRD (Offshore) Limited, sold all of its shares in G.M. Network
Limited, or GoldMoney, to other GoldMoney shareholders. The cash consideration in respect of the disposal amounted to
R23.8 million ($2.9 million). GoldMoney is a company that holds the rights, patents and other intellectual property of
GoldMoney.com, which is a product specializing in digital gold currency. We previously held a 50.25% shareholding in Net-Gold
Services Limited, which was converted on March 30, 2008 into a 12.3% shareholding in GoldMoney.
On December 9, 2008, Argonaut, Mintails SA and Witfontein, entered into a share purchase agreement (SPA) which
resulted in Argonaut (a wholly owned subsidiary of DRDGOLD) and Mintails SA each owning 50% of the shareholding of
Witfontein as well as being authorized to each appoint 50% of the board. Previously Mintails SA owned 100% of the issued share
capital of Witfontein. Witfontein was to be used as a future deposition establishment facility (i.e. slime deposition). On January
21, 2010, Ergo Mining Operations through its subsidiary ERPM, acquired the remaining 50% interest in the Ergo JV from
Mintails for a total consideration of R82.1 million. The purchase consideration was paid in cash in the amount of R62.1 million
and the balance of R20.0 million was paid with DRDGOLD’s shares in Witfontein.

In January 2009 we completed the acquisition of 28.33% of the shares in West Wits SA (Pty) Limited, a subsidiary of
West Wits Mining Limited, an Australian based listed company. The formation of the company was to explore, evaluate and
potentially extract gold and uranium from the West Rand Goldfield of South Africa's Witwatersrand Basin.

On July 22, 2009, the Company announced the rejection by the Mintails board of the offer by Ergo Mining Operations to
purchase the South African business assets of Mintails after its announcement dated June 29, 2009, which set out information
relating to Mintails having conditionally accepted an offer by Ergo Mining Operations, to acquire all of its South African business
assets, excluding its interest in West Wits Mining Limited.

Key financial and operating indicators

The financial results for the years ended June 30, 2011, 2010 and 2009 below are stated in accordance with IFRS as
issued by the IASB.
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We consider the key performance measures for the growth of our business and its profitability to be gold revenue,
production, operating costs, cash costs per kilogram and total costs per kilogram, capital expenditure and Ore Reserves. The
following table presents the key performance measurement data for the past three fiscal years:
Operating data

Year ended June 30,
2011
2010
2009
Revenue (R'000) ....................................................................................................
2,565,319
1,990,522                    1,910,738
Gold production (ounces) ....................................................................................
265,179                    241,194                       247,690
Gold production (kilograms) ..............................................................................
8,248                         7,502                           7,704
Revenue (R/kilogram) ............................................................................................
311,023                      265,332                     248,019
Average gold price received (R/kilogram) ........................................................
308,220
267,292
250,589
Operating costs (R'000) .........................................................................................
2,088,299
  1,718,865                 1,627,988
Cash operating costs (R'000) .................................................................................
2,072,687
  1,748,806                 1,635,006
Cash operating costs (R/kilogram)
1
....................................................................
251,296                      233,112                    212,228
Total costs (R/kilogram) .........................................................................................
357,486
  237,123                    237,344
Capital expenditure - cash (R'000) ......................................................................
317,250
194,018
345,132
Ore Reserves (ounces) ............................................................................................
6,336,000
6,027,000                 5,220,000

Revenue

Revenue is derived from the sale of gold. The following table analyzes the revenue per operation:

Year ended June 30,
2011
R'000
2010
R'000
2009
R'000
Blyvoor ........................................................................................................................
1,185,860                   861,409
1,018,527
Ergo
2
............................................................................................................................
468,592                  294,325                 24,178
Crown
3
........................................................................................................................
910,867                  834,788               733,990
ERPM³ ..........................................................................................................................
-                              -
134,043
Total .............................................................................................................................
  2,565,319              1,990,522            1,910,738
Revenue increased from R1,990.5 million in fiscal 2010 to R2,565.3 million in fiscal 2011 as a result of the 15% higher
rand gold price and the 10% increase in gold production. Both Blyvoor and Ergo managed to increase their gold production by
14% and 37%, respectively (discussed in more detail below under “Gold production”). Crown’s gold production decreased by 4%,
mainly as a result of diminishing grades as the processing of the Top Star dump neared completion.

In fiscal 2010, revenue increased from R1,910.7 million in fiscal 2009 to R1,990.5 million. This increase was a
consequence of the higher average gold price received by us of R265,332 per kilogram of gold produced, compared to R248,019
per kilogram of gold produced in fiscal 2009. The increase in revenue due to the higher average gold price received was offset by
lower gold production at Blyvoor as a result of the seismic activity during the last quarter of fiscal 2009 and a month long wage
related strike during the first quarter of fiscal 2010 at Blyvoor (discussed in more detail below under “Gold production”), which
resulted in production decreasing from 247,690 ounces in fiscal 2009 to 241,194 ounces in fiscal 2010.
1
Cash operating costs per kilogram and total costs per kilogram are non-IFRS financial measures of performance that we use to determine cash
generating capacities of the mines and to monitor performance of our mining operations. For a reconciliation to operating costs see Item 5A.:
“Operating Results” Under “Reconciliation of cash cost per kilogram, total costs and total costs per kilogram.”
2
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second
quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group owned the remaining 50%. Effective
March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. Effective May 1, 2010 the Group acquired
Mintails’ 50% interest in the Ergo JV, resulting in the Group owning 100%.
3
    Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and
comprises only its underground operation.
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Gold production
The following table analyzes the production per operation:
South African Production in Year ended June 30
2011                                                   2010                                                     2009
Ounces            Kilograms               Ounces          Kilograms                Ounces           Kilograms
Blyvoor .......................................................
121,114                   3,767
106,452                   3,311
129,473                  4,027
Surface operations ......................................
29,645                       922
29,226                       909
40,575
1,262
Underground operations .............................
91,469                   2,845
77,226                   2,402
88,898                  2,765
Ergo
1
...........................................................
48,352                  1,504
35,332                   1,099                3,666                      114
Crown
2
........................................................
95,713                  2,977
99,410                   3,092
95,616                 2,974
ERPM
2
........................................................
                                                                                    -
18,935
589
Underground operations .............................
-
-
-
-
18,935
589
Total production ........................................
265,179                 8,248
241,194                 7,502
247,690                 7,704
For fiscal 2011, our total gold production increased by 23,985 ounces, or 10%, to 265,179 ounces from 241,194 ounces
produced in fiscal 2010.

At Blyvoor, total gold production for the year was 121,114 ounces, up by 14% from 106,452 ounces in fiscal 2010. This
reflected continued recovery of the underground operations from the effects of substantial seismic damage in the high-grade areas
of No 5 Shaft and a protracted, wage related strike in the previous year. Underground production rose by 18% to 91,469 ounces
from 77,226 ounces in fiscal 2010, as a result of a 16% increase in throughput to 732,000 tonnes from 633,000 tonnes in fiscal
2010 and an increase in average grade to 3.89g/t from 3.79g/t. The increase was partly offset by a drop in grade for the last quarter
of fiscal 2011 due to the use of a substitute explosive for the fourth quarter of fiscal 2011, due to the major overhaul of our regular
preferred supplier’s explosive manufacturing plant. While surface production was stable, rising by 1% to 29,645 ounces from
29,226 ounces in fiscal 2010, as a result of a 5% increase in throughput to 3,129,000 tonnes from 2,968,000 tonnes in fiscal 2010
which had been offset by a 6% decrease in average grade to 0.29g/t from 0.31g/t in fiscal 2010.

At Ergo, total gold production was 37% higher at 48,352 ounces (fiscal 2010: 35,332 ounces). This reflects an 11% rise
in throughput to 13,206,000 tonnes (fiscal 2010: 11,867,000 tonnes) and a 22% rise in average grade to 0.11g/t (fiscal 2010:
0.09g/t), resulting from continued build-up of slimes recovery from the Elsburg Tailings Complex.
At Crown, total gold production for the year was down by 4% to 95,713 ounces from 99,410 ounces in fiscal 2010. This
was as a consequence of a 2% decline in average grade from 0.43g/t to 0.42g/t. Throughput was stable at 7,120,000 tonnes.

At ERPM, underground operations ceased in October 2008 and have been permanently halted. As a result ERPM had no
underground production in fiscal 2011 or fiscal 2010, compared to 18,935 ounces in fiscal 2009.

For fiscal 2010, our total attributable gold production from operations decreased by 6,496 ounces, or 3%, to 241,194
ounces from 247,690 ounces produced in fiscal 2009.

At Blyvoor, total production declined by 18% to 106,452 ounces from 129,473 ounces in fiscal 2009, reflecting a 13%
decrease in production from the underground operations to 77,226 ounces from 88,898 ounces in fiscal 2009 and a 28% decrease
in production from surface operations to 29,226 ounces from 40,575 ounces in fiscal 2009. The decrease in underground
production was as a result of lower recovered grades following seismic activity which damaged high-grade mining areas during
the last quarter of fiscal 2009. As a consequence, the grade recovered from underground operations decreased from 4.59g/t in
fiscal 2009 to 3.79g/t in fiscal 2010. A month long wage related strike during the first quarter of fiscal 2010 also contributed to the
decrease in total production. The decrease in the surface production is due to lower volumes recovered from lower grade tailings
material available and to the discontinuation of the treatment of uneconomic rock dump material.

At Ergo, fiscal 2010 was the first full year of production, since production commenced at the end of the second quarter of
fiscal 2009. Ergo has now reached a sustainable state of production, although engineering modifications at the Ergo plant to
improve recovered grades are still underway as at September 30, 2011. Ergo’s recovered grade improved from 0.05g/t in fiscal
2009 to 0.09g/t in fiscal 2010 and 0.11g/t in fiscal 2011.
1
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second
quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group owned the remaining 50%. Effective
March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. The Ergo JV has not yet produced gold and
was a joint venture, where the Group owned 50% and the Mintails group owned 50%. Effective May 1, 2010 the Group acquired Mintails’ 50%
interest, resulting in the Group owning 100%.
2
    Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and
comprises only its underground operation.
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At Crown, there was a 4% increase in gold production to 99,410 ounces from 95,616 ounces in fiscal 2009 because of a
16% improvement in recoveries from 0.37g/t in fiscal 2009 to 0.43g/t in fiscal 2010. The increase was partly offset by a reduction
of throughput to 7,122,000 tonnes from 8,007,000 tonnes because of the continued impact of deposition constraints at Crown’s
deposition facility. A more detailed review of gold production at each of our operations is provided under Item 4D.: “Property,
Plant and Equipment.”
Cash costs
1
and total costs
2
per kilogram
Our operational focus is to increase production, improve productivity and control costs. For fiscal 2011, cash costs increased
to R251,296 per kilogram of gold from R233,112 per kilogram of gold in fiscal 2010. Total costs increased to R357,486 per kilogram
of gold from R237,123 per kilogram of gold in fiscal 2010. The increase in cash costs per kilogram of gold produced in fiscal 2011
was due to price increases in key consumables together with above inflation increases in both labor and electricity, which were
partially offset by higher production. The increase in total costs was due to a R546.6 million impairment of Blyvoor’s property, plant
and equipment.

For fiscal 2010, cash costs increased to R233,112 per kilogram of gold from R212,228 per kilogram of gold in fiscal 2009.
Total costs from our operations decreased to R237,123 per kilogram of gold from R237,344 per kilogram of gold in fiscal 2009. The
increase in cash costs per kilogram of gold produced in fiscal 2010 was due to price increases in key consumables (labor,
consumables and electricity) and lower production. The decrease in total costs from operations was due to R156.7 million profit on
disposal (placed into voluntary liquidation) of our foreign subsidiary companies, which were the holding companies of our
Australasian Operations.

Reconciliation of cash costs per kilogram, total costs and total costs per kilogram
Cash costs of production include costs for all mining, processing, administration, royalties and production taxes, but
exclude depreciation, depletion and amortization, rehabilitation, retrenchment costs and corporate administration costs. Cash costs
per kilogram are calculated by dividing cash costs by kilograms of gold produced. Cash costs per kilogram have been calculated
on a consistent basis for all periods presented.
Total operating costs include cash costs of production, depreciation, retrenchment costs, depletion and amortization and
the accretion of rehabilitation, reclamation and closure costs.
Total costs, as calculated and reported by us, include total operating costs, plus other operating and non-operating
income, finance expenses and other operating and non-operating costs, but exclude taxation, minority interest, profit or loss from
associates and the cumulative effect of accounting adjustments. These costs are excluded as the mines do not have control over
these costs and they have little or no impact on the day-to-day operating performance of the mines. Total costs per kilogram are
calculated by dividing total costs by kilograms of gold produced. Total costs and total costs per kilogram have been calculated on
a consistent basis for all periods presented.

Cash costs per kilogram, total costs and total costs per kilogram are non - IFRS financial measures that should not be
considered by investors in isolation or as alternatives to operating costs, net profit/(loss) attributable to equity owners of the
parent, profit/(loss) before tax and other items or any other measure of financial performance presented in accordance with IFRS
or as an indicator of our performance. While the Gold Institute has provided definitions for the calculation of cash costs, the
calculation of cash costs per kilogram, total costs and total 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. However, we believe that cash costs per kilogram, total costs and total costs per kilogram are useful indicators to
investors and our management of an individual mine's performance and of the performance of our operations as a whole as they
provide:
•     an indication of a mine’s profitability and efficiency;
•     the trend in costs;
•     a measure of a mine's margin per kilogram, by comparison of the cash costs per kilogram by mine to the price of gold;
      and
•     a benchmark of performance to allow for comparison against other mines and mining companies.

A reconciliation of operating costs to total costs, cash costs per kilogram and total costs per kilogram, for each of the
three years ended June 30, 2011, 2010 and 2009 is presented below. In addition, we have also provided below details of the
amount of gold produced by each mine for each of those periods.
1
Cash costs per kilogram is a non - IFRS financial measure of performance that we use to determine cash generating capacities of the mines and
to monitor performance of our mining operations. For a reconciliation to operating costs see Item 5A.: “Operating Results.”
2
Total costs per kilogram is a non - IFRS financial measure of performance that we use to determine cash generating capacities of the mines and
to monitor performance of our mining operations. For a reconciliation to operating costs see Item 5A.: “Operating Results.”
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67
For the year ended June 30, 2011
(in R'000, except as otherwise noted)

Blyvoor



Ergo
1
Crown
2
ERPM
2
Other
3
Total
Cash operating costs
4
.......................................
1,091,941
308,976
671,770                     -                     -
2,072,687
Movement in gold in process
23,879
1,197
(9,464)                     -                     -
15,612
Operating costs
1,115,820         310,173         662,306                     -                     -
2,088,299
Plus:
Depreciation ..................................................
32,638
86,917
11,247
-
117
130,919
Retrenchment costs ........................................
-
-
-
839
-
839
Movement in provision for environmental
rehabilitation..................................................
5,649
9,154           27,198            11,049            (483)
52,567
Actuarial gain on post-retirement benefits .......
-                     -
(5,651)                     -                    -
(5,651)
Ongoing rehabilitation expenditure .................
1,453             7,114           25,197               9,047              167
42,978
Net other operating costs/(income) .................
8,559           (2,279)            3,552              18,623           5,141
33,596
Total operating costs ......................................
1,164,119          411,079        723,849             39,558            4,942          2,343,547
Plus:
Impairments...................................................
546,566
-
-
-
1,090
547,656
Administration expenses and general costs .....
1,781
9,438
1,956
(3,380)
78,291
88,086
Finance
income
..............................................
(35,728)              (164)           (4,874)         (2,847)          (9,179)               (52,792)
Finance expenses .......................................... 
5,441
3,678
2,634
11,290
(996)
22,047
Total costs.......................................................
1,682,179         424,031          723,565          44,621           74,148            2,948,544
Gold produced (ounces) ...................................
121,114
48,352            95,713
-
-
265,179
Gold produced (kilograms) ...............................
3,767
1,504
2,977
-
-
8,248
Cash costs per kilogram (R per kilogram) .........
289,870
205,436
225,653                     -                    -
251,296
Total costs per kilogram (R per kilogram) .........
446,556
281,936
243,052                     -                    -
357,486
1
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second quarter of fiscal 2009, at which stage the Group owned 50% of the joint
venture and the Mintails group owned the remaining 50%.
2
Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and comprises only its underground operation.
3
Relates to other non-core operating entities within the Group.
4
Cash operating costs equate to cash costs of production.
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68
For the year ended June 30, 2010
(in R'000, except as otherwise noted)

Blyvoor



Ergo
1
Crown
2
ERPM
2
Other
3
Total South
African
Operations
Other-
Offshore
Operations
Total
Continuing
Operations
Cash operating costs
4
.......................................
878,888
254,192
615,726
-
-
1,748,806                  -
1,748,806
Movement in gold in process
(33,766)             (5,215)                9,040                 -
-
(29,941)                   -
(29,941)
Operating costs
845,122            248,977            624,766
-
-
1,718,865                   -
1,718,865
Plus:
Depreciation ..................................................
32,616
95,418
61,005
1,452
278
190,769                   -
190,769
Retrenchment costs ........................................
10,925
-
-
4,029
5,173
20,127                   -
20,127
Movement in provision for environmental
rehabilitation..................................................
1,246
578            (16,994)
(4,618)
(68,246)
(88,034)                   -
(88,034)
Actuarial gain on post-retirement benefits .......
-                        -
(35,290)
-
-
(35,290)
-
(35,290)
Ongoing rehabilitation expenditure .................
1,942                 5,272
20,924
4,390
2,323
34,851
-
34,851
Net other operating costs/(income) .................
7,350                 (493)
14,371
26,398
2,873
50,499
-
50,499
Total operating costs ......................................
899,201             349,752           668,782
31,651
(57,599)
1,891,787
-
1,891,787
Plus:
(Reversal of impairments)/Impairments ..........
-
-
(12,514)
-
18,738
6,224
-
6,224
Administration expenses and general costs .....
5,609
6,169
19,752
18,541
6,765
56,836
190
57,026
Finance income ..............................................
(36,556)
(814)
(4,879)
17,150
(19,980)
(45,079)
(155,194)
(200,273)
Finance
expenses
..........................................
                    11,730               2,574                 5,931
36,799
(32,902)
24,132
-
24,132
Total costs.......................................................
879,984            357,681             677,072
104,141
(84,978)
1,933,900
(155,004)
1,778,896
Gold produced (ounces) ...................................
106,452
35,332              99,410                 -
-
241,194
-
241,194
Gold produced (kilograms) ...............................
3,311
1,099
3,092
-
-
7,502
-
7,502
Cash costs per kilogram(4) (R per kilogram) .....
265,445
231,294
199,135
-
-
233,112
-
233,112
Total costs per kilogram (R per kilogram) .........
265,776
325,460
218,975
-
-
257,785
-
237,123
1
    Ergo has been restated to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the
Mintails group owned the remaining 50%. Effective March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. Effective May 1, 2010 the Group acquired Mintails’ 50%
interest in the Ergo JV, resulting in the Group owning 100%.
2
Crown has been restated to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and comprises only its underground operation.
3
Relates to other non-core operating entities within the Group.
4
Cash operating costs equate to cash costs of production.
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69
For the year ended June 30, 2009
(in R'000, except as otherwise noted)

Blyvoor



Ergo
1
Crown
2
ERPM
2
Other
3
Total South
African
Operations
Other-
Offshore
Operations
Total
Continuing
Operations
Cash operating costs (4) ...................................
830,336
66,442
525,516
212,712
-
1,635,006                    -
1,635,006
Movement in gold in process
9,445      (11,232)
(5,231)
-
-
(7,018)                    -
(7,018)
Operating costs
839,781        55,210
520,285
212,712
-
1,627,988                    -
1,627,988
Plus:
Depreciation
..................................................
29,273
30,784               38,112
607             441
99,217                     -
99,217
Retrenchment
costs
........................................
-
-                         -
30,681
4,241
34,922                     -
34,922
Movement in provision for environmental
rehabilitation..................................................
(426)
(2,825)                11,002
(11,023)
22,817
19,545                     -
19,545
Actuarial loss on post-retirement benefits .......
-                  -
18,226
-                  -
18,226
18,226
Ongoing rehabilitation expenditure .................
4,971          3,419
13,084
1,761           7,896           31,131
31,131
Net other operating costs/(income) .................
7,022           3,561
3,238             (14,751)           3,926            2,996
2,996
Total operating costs ......................................
880,621         90,149
603,947
219,987          39,321
1,834,025
-
1,834,025
Plus:
Impairments...................................................
-
-
121,474
53,012
(99,348)
75,138
-
75,138
Administration expenses and general costs .....
16,719
2,810
19,980
16,592
18,662
74,763
8,820
83,583
Finance
income
..............................................
(44,207)             (16)               (9,029)            (32,991)
(120,752)
(206,995)
1,004
(205,991)
Finance expenses .......................................... 
12,889
2,372
7,563
25,350
(16,749)
31,425
10,318
41,743
Total costs.......................................................
866,022        95,315
743,935
281,950
(178,866)
1,808,356
20,142
1,828,498
Gold produced (ounces) ...................................
129,473
3,666               95,616                18,935
-
247,690
-
247,690
Gold produced (kilograms) ...............................
4,027
114
2,974
589
-
7,704
-
7,704
Cash costs per kilogram(4) (R per kilogram) .....
206,192
582,825
176,703
361,141
-
212,228
-
212,228
Total costs per kilogram (R per kilogram) .........
215,054
836,096
250,146
478,693
-
234,729
-
237,344
1
Ergo has been restated to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the
Mintails group owned the remaining 50%. Effective March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. The Ergo JV has not yet produced gold and was a joint
venture, where the Group owned 50% and the Mintails group owned 50%. Effective May 1, 2010 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%.
2
Crown has been restated to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and comprises only its underground operation.
3
Relates to other non-core operating entities within the Group.
4
Cash operating costs equate to cash costs of production.
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70
Capital expenditure
During fiscal 2011, total capital expenditure (cash) was R317.3 million, compared to R194.0 million in fiscal 2010, an
increase of 64%. Capital expenditure increased primarily as a result of the Crown/Ergo pipeline project which commenced during
June 2010. In fiscal 2011, Ergo spent R29.4 million on the refurbishment of the second CIL circuit at the Ergo plant and
R27.7 million on the extension of the Brakpan tailings facility, Crown spent R119.7 million which was all part of the Crown/Ergo
pipeline project. Crown also spent R27.9 million on tailings deposition site maintenance and R0.6 million on vehicles and
equipment. Blyvoor spent R57.2 million on opening up and development, R25.3 million on equipment and R13.2 million on other
equipment and tailings facility management. For a detailed summary of capital expenditure, see Item 4D.: “ Property, Plant and
Equipment”.
During fiscal 2010, total capital expenditure (cash) relating to operations was R194.0 million, compared to
R345.1 million in fiscal 2009, a decrease of 44%. Capital expenditure decreased, because most of the capital for Phase 1 of the
Ergo project was incurred during fiscal 2009. In fiscal 2010, Ergo spent R34.4 million for the installation and development of
infrastructure, Crown spent R29.6 million on the commencement of the Crown/Ergo pipeline project and R16.1 million on tailings
deposition site maintenance and vehicles and equipment, Blyvoor spent R79.6 million mainly for opening up and development and
equipment. For a detailed summary of capital expenditure, see Item 4D.: “ Property, Plant and Equipment”.
Subsequent to June 30, 2011 and up to September 30, 2011 we spent R77.9 million on capital expenditure relating mainly
to:
•     Blyvoor for opening up and development amounting to R12.9 million and R3.7 million on other equipment ;
•     Crown for the Crown/Ergo pipeline project amounting to R26.6 million;
•     Ergo for construction and commissioning of the upgrading of the second CIL circuit amounting to R9.0 million and the
      extension of the Brakpan tailings facility amounting to R17.9 million; and
•     Zimbabwe exploration amounting to R3.2 million.

Ore Reserves
As at June 30, 2011, our Ore Reserves were estimated at 6.3 million ounces, as compared to approximately 6.0 million
ounces at June 30, 2010, representing a 5% increase. The increase is mainly due to an increase in the rand gold price. Excluding the
effect of depletion, our Ore Reserves increased by 0.686 million ounces, or 11%. As at June 30, 2010, our Ore Reserves from
operations were estimated at 6.0 million ounces, as compared to approximately 5.2 million ounces at June 30, 2009, representing a
15% increase. The increase was mainly due to an increase in the rand gold price and the inclusion of the Crown/Ergo pipeline ore
reserves. Excluding the effect of depletion, our Ore Reserves increased by 1.0 million ounces, or 19%.

We seek to increase our attributable Ore Reserves through development and to acquire additional new Ore Reserves through
acquisitions as well as exploration.

Year ended June 30,
2011                                2010                                 2009
Ounces  
Kilograms
Ounces
Kilograms   Ounces      Kilograms
‘000
‘000
‘000
Blyvoor ...............................................................
4,339
134,963
3,973
123,544
3,519
109,453
Crown ..................................................................             809
25,150
       858
26,667
        410
12,739
Ergo
1
...................................................................           1,188
36,961
1,196
37,192
1,291
41,697
Total Ore ............................................................          6,336
197,074
6,027              187,403         5,220
163,889

Our Ore Reserves presented in Item 4B.: “Business Overview” and above are prepared using three year average gold prices
at the time of reserve determination. For purposes of our financial statements, depreciation and impairment of property, plant and
equipment is determined based upon our "recoverable minerals", which means proven and probable ore reserves, which are
calculated using our life of mine business plans and a gold price at the end of each financial year.
1
Ergo’s Ore Reserves include the Elsburg and Benoni tailings complexes which are being processed by Ergo, however the mining rights for
these tailings are owned by ERPM.
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Application of critical accounting policies
Some of our significant accounting policies require the application of significant judgment by management in selecting the
appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of
uncertainty and are based on our historical experience, terms of existing contracts, management's view on trends in the gold mining
industry and information from outside sources.
Management believes the following critical accounting policies involve the more significant judgments and estimates used
in the preparation of our consolidated financial statements and could potentially impact our financial results and future financial
performance:
•     Property, plant and equipment
•     Impairment of property, plant and equipment
•     Deferred income and mining taxes
•     Reclamation and environmental costs
•     Post-retirement medical benefits
•     Financial instruments
Management has discussed the development and selection of each of these critical accounting policies with the Board of
Directors and the Audit Committee, both of which have approved and reviewed the disclosure of these policies. Our significant
accounting policies relating to our accounting estimates and judgments are described in more detail in note 1 to the consolidated
financial statements. Refer to Item 18.: “Financial statements’’. This discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes included in Item 18.: “Financial statements’’.
Property, plant and equipment
Actual expenditures incurred for mineral property interests, mine development costs, mine plant facilities and equipment are
capitalized to the specific mine to which the cost relates. Depreciation is calculated on a mine-by-mine basis using the units of
production method. Other assets are depreciated using the straight-line method over the expected life of these assets. Under the units
of production method, we estimate the depreciation rate based on actual production over total Proven and Probable Ore Reserves of
the particular mine, which are calculated using our life of mine business plans and a gold price at the end of each financial year.
This rate is then applied to actual costs capitalized to date to arrive at the depreciation expense for the period. Proven and Probable
Ore Reserves of the particular mine reflect estimated quantities of economically and legally recoverable reserves. Changes in
management’s estimates of the quantities of economically recoverable reserves impact depreciation on a prospective basis. The
estimate of the total reserves of our mines could be materially different from the actual gold mined due to changes in the factors used
in determining our Ore Reserves, such as the gold price, foreign currency exchange rates, labor costs, engineering evaluations of
assay values derived from sampling of drill holes and other openings. Any change in management’s estimate of the total Proven and
Probable Ore Reserves would impact the depreciation charges recorded in our consolidated financial statements. The prevailing
market price of gold at the end of the financial year was R236,227, R306,081 and R328,155 per kilogram for the fiscal years
ended June 30, 2009, 2010 and 2011, respectively.
Impairment of property, plant and equipment
The carrying amounts of assets, other than inventories and deferred tax assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. Future cash flows are estimated based on
quantities of recoverable minerals, expected gold prices, production levels and cash costs of production, all based on life of mine
business plans. The term “recoverable minerals” means proved and probable ore reserves, which are calculated using our life of
mine business plans and a gold price at the end of each financial year. The prevailing market price of gold at the end of the
financial year was R236,227, R306,081 and R328,155 per kilogram for the fiscal years ended June 30, 2009, 2010 and 2011,
respectively. For the purpose of impairment testing, assets are grouped together into the smallest group of assets which generates
cash inflows from continuing use that is largely independent of the cash inflows of other assets or groups of assets, or the cash-
generating unit. An impairment loss is recognized directly against the carrying amount of the asset whenever the carrying amount of
an asset, or its cash generating unit, exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
The recoverable amount of property, plant and equipment is generally determined utilizing discounted future cash flows. We
also consider such factors as our market capitalization, the quality of the individual ore body and country risk in determining the
recoverable amount. During fiscal 2011, R546.6 million was recorded as an impairment and during fiscal 2010 a reversal of
impairment of R12.5 million and in 2009 an impairment of R72.4 million were recorded by applying these principles.





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72
In fiscal 2011, we calculated the recoverable amount based on updated life-of-mine business plans, a gold price of R350,649
per kilogram in year one escalating at 6.1% per annum, and a discount rate of 13.9%. With a 10% reduction in the gold price to
R315,584 per kilogram, an additional impairment of R366.2 million would be raised, or at an increase in the discount rate of 3.8
percentage points (27.3%) to 17.7%, the group would start to raise an additional impairment of the mining assets. The increase in
discount rate from 13.7% in fiscal 2010 to 13.9% in fiscal 2011, was as a result of the increase in the groups average borrowing rate
from 10.0% to 10.7% as well as an increase in the beta factor from 0.63 to 0.77 indicating an increased volatility in the group’s share
price. The increase in the escalation rate from 5.8% in fiscal 2010 to 6.1% in fiscal 2011 was a result of higher inflation rates from
4.2% (CPI) up to 5.3% (CPI).

The R546.6 million impairment in fiscal 2011, related to Blyvoor which represents one cash generating unit. A discount rate
of 14.4% (2010: 13.7%), together with further risk adjustments to future cash flows were used in determining the impairment.
Management also took into consideration as part of their reasonableness assessment, a sensitivity analysis and the fact that Blyvoor is
under business rescue proceedings, with the business rescue plan not being approved as at year end. Further considerations included
the group's market capitalization which exceeded the group's net asset value.

As at June 30, 2011, the net asset value as per the statement of financial position amounting to R1,219.2 million, was near to
the company’s market capitalization amounting to R1,258.6 million and as at June 30, 2010, the net asset value of R1,650 million
exceeded the market capitalization of R1,312.5 million. This is an indicator of possible impairment in accordance with paragraph 12
of IAS 36 – Impairment of assets (International Financial Reporting Standards (IFRS)). Management has assessed the recoverable
amounts of the mining assets through each operation’s respective life-of-mine plans, using the value in use method and the
assumptions mentioned in the aforementioned paragraph, and determined that no additional impairment is required.
Deferred income and mining taxes
Deferred taxation is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary
differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it
is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary
differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to
the temporary differences, based on the expected manner of realization or settlement of the carrying amount of assets and liabilities,
and based on the laws that have been enacted or substantively enacted by the reporting date.
The amount recognized as a deferred tax asset is generally determined utilizing discounted future cash flows. We consider
all factors that could possibly affect the probability that future taxable profit will be available against which unused tax credits can be
utilized. These factors included profitability of the operations and an estimate of the gold price. The amount recognized as a deferred
tax asset is sensitive to the current gold spot price. As at June 30, 2011 we recognized a deferred tax asset of R69.2 million (June 30,
2010: R140.7 million and June 30, 2009: R165.1 million). The amount recognized at June 30, 2011 is based on a future gold price
received of R350,649 per kilogram in year one, escalating at an average of 6.1% per annum. At a 10% lower gold price received of
R315,584 per kilogram, the deferred tax asset will reduce by R15.3 million.

During fiscal 2011, the Company changed the deferred tax rate from the maximum statutory rate to the expected average
effective tax rate, resulting from the South African income tax formula for mining income. This change has been accounted for as a
change in estimate and is therefore applied prospectively. The change reduced the expense through profit or loss and the net deferred
tax liability by R39.9 million.
Reclamation and environmental costs
The provision for environmental rehabilitation (which includes restoration costs) represents the cost that will arise from
rectifying damage caused before production commenced. Accordingly an asset is recognized and included within mining properties.
Provisions for environmental rehabilitation are provided at the present value of the expenditures expected to settle the obligation,
using estimated cash flows based on current prices. The unwinding of the obligation is included in profit or loss. Estimated future
costs of environmental rehabilitation are reviewed regularly and adjusted as appropriate for new circumstances or changes in law or
technology. Changes in estimates are capitalized or reversed against the related asset but taken to profit or loss if there is no related
asset left. Gains or losses from the expected disposal of assets are not taken into account when determining the provision.
Estimated provisions for environmental rehabilitation, comprising pollution control rehabilitation and mine closure, are
based on our environmental management plans in compliance with current technological, environmental and regulatory requirements.
An average discount rate of 8.53%, average inflation rate of 5.98% and expected life of mines according to the life-of-mine plans
were utilized in the calculation of the estimated net present value of the rehabilitation liability (fiscal 2010: average discount rate of
8.95%, average inflation rate of 5.76% and fiscal 2009: average discount rate of 8.25% and inflation rate of 5.7%). During fiscal 2011
there was a net increase in the provision of R10.9 million for the Ergo JV and R18.1 million for Crown, representing an increase in
their respective footprints and a reduction amounting to R21.4 million for rehabilitation costs incurred (during fiscal 2010 there was a
net increase in our provision of R6.4 million and due to the acquisition of the remaining 50% interest in the Ergo JV an increase
amounting to R79.0 million).
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Charges to profit or loss for the environmental rehabilitation of R52.6 million, R88.0 million (benefit raised which includes
the transfer of liabilities to the amount of R63.4 million and R4.8 million relating to the disposal of the mining rights of Durban
Roodepoort Deep and West Witwatersrand Gold Mine (Pty) Limited, respectively) and R34.2 million were raised in fiscal 2011,
2010 and 2009, respectively. Unwinding of the provisions amounting to R9.4 million, R10.8 million and R9.8 million was recorded
in fiscal 2011, 2010 and 2009, respectively.
In South Africa, annual contributions are made to dedicated Rehabilitation Trust Funds, which are to be used to fund the
estimated cost of rehabilitation during and at the end of the life of the relevant mine.
Post-retirement medical benefits
Post-retirement medical benefits in respect of qualifying employees are recognized as an expense over the expected
remaining service lives of relevant employees. We have an obligation to provide medical benefits to certain of our pensioners and
dependants of ex-employees. These liabilities are provided in full, calculated on an actuarial basis. Periodic valuation of these
obligations is carried out by independent actuaries using appropriate mortality tables, long-term estimates of increases in medical
costs and appropriate discount rates. Actuarial gains and losses are recognized immediately in profit or loss. Assumptions used to
determine the liability include a discount rate, health cost inflation rate, real discount rate, retirement age, spouse age gap,
continuation at retirement and proportion married at retirement. At June 30, 2011 a provision of R5.5 million (June 30, 2010:
R12.5 million, June 30, 2009: R42.5 million) for post-retirement medical benefits has been raised. During fiscal 2011, a gain of
R4.0 million (fiscal 2010: R29.7 million gain; fiscal 2009: R21.0 million expense) relating to these post-retirement medical
benefits went to profit or loss. The gain in fiscal 2011 was brought about by the partial settlement of the liability. The gain in fiscal
2010 was brought about by an actuarial valuation after management revised their assumptions used in this provision as a result of
a project initiated during fiscal 2010 to optimize the synergies of our surface retreatment operations and the resulting possibility of
a settlement of existing post retirement medical benefits. An independent legal opinion was obtained in this regard. While we
believe that these assumptions are appropriate, significant changes in the assumptions may materially affect post-retirement
obligations as well as future expenses, which may have an impact on earnings in the periods where the changes in the assumptions
occur.
Financial instruments

Financial instruments recognized on the statement of financial position include investments, trade and other receivables,
cash and cash equivalents, long- and short-term interest-bearing borrowings, trade and other payables, and bank overdrafts.
Financial instruments are initially recognized at fair value and include any directly attributable transaction costs, except those
financial instruments measured at fair value through profit or loss.

If the value of the financial instrument cannot be obtained from an active market, we have established fair value by using
valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis and option pricing models, refined to reflect the issuer’s specific
circumstances. Preference shares are measured at amortized cost based on expected future discounted cash flows. The original risk
adjusted discount rate of 13% is used when estimating the future liability and are re-measured on an annual basis. This original
risk adjusted discount rate is replaced with a risk adjusted market rate to determine a fair value on an annual basis.
Operating results
Comparison of financial performance for the fiscal year ended June 30, 2011 with fiscal year ended June 30, 2010
Revenue
The following table illustrates the year-on-year change in revenue by evaluating the contribution of each segment to the
total change on a consolidated basis for fiscal 2011 in comparison to fiscal 2010:
Impact of change in volume
R’000
Total
revenue
2010    Acquisitions     
Internal
growth/
(decline)
Impact of
change in
price       Net change        
Total
revenue
2011
Blyvoor ....................................
861,409
-
118,636
205,815
324,451
1,185,860
Ergo
1
........................................
294,325
-
108,465
65,802
174,267
468,592
Crown
2
.....................................
834,788
-
(31,049)
107,128
76,079
910,867
Total Operations .....................
1,990,522
-
196,052
378,745
574,797
2,565,319
1
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second
quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group owned the remaining 50%. Effective
March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. Effective May 1, 2010 the Group acquired
Mintails’ 50% interest in the Ergo JV, resulting in the Group owning 100%.
2
Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM.
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74
Revenue for fiscal 2011 increased by R574.8 million, or 29%, to R2,565.3 million, due to the higher gold price received
and the 10% increase in gold production. The average gold price increased from R265,332 per kilogram in fiscal 2010 to
R311,023 per kilogram in fiscal 2011.
Operating costs
The following table illustrates the year-on-year change in operating costs by evaluating the contribution of each segment
to the total change on a consolidated basis for fiscal 2011 in comparison to fiscal 2010:
Impact of change in volume
R’000
Total
operating
costs
2010      Acquisitions
Internal
growth/
(decline)
Impact of
change in
costs      Net change
Total
operating
costs
2011
Blyvoor .....................................
845,122                          -
116,393
154,305
270,698         1,115,820
Ergo
1
.........................................
248,977                          -
91,752
(30,556)
61,196
310,173
Crown
2
......................................
624,766                          -
(23,237)
60,777
37,540
662,306
Total .........................................
1,718,865                           -
184,908
184,526
369,434
2,088,299
The following table lists the major components of operating costs for each of the years set forth below:

Years ended June 30,
Costs
2011                 2010
Labor .................................................................................................................................                                 35%
34%
Contractor services .............................................................................................................                                12%
12%
Consumables and other ......................................................................................................
35%                  38%
Electricity and water ...........................................................................................................                                18%
16%

As gold mining in South Africa is very labor intensive, labor costs and contractor services are one of the largest
components of operating costs. Operating costs are linked directly to the level of production of a specific fiscal year. Operating
costs in fiscal 2011 increased by 22% to R2,088.3 million compared to operating costs of R1,718.9 million in fiscal 2010. This
increase was mainly as a result of a 7% rise in volumes, together with above inflation increases in both labor and electricity costs
which affected Blyvoor in particular.

At Blyvoor operating costs increased from R845.1 million in fiscal 2010 to R1,115.8 million in fiscal 2011, a consequence
of increased volumes and above inflation increases in both labor and electricity costs. Operating costs at Ergo increased from
R249.0 million in fiscal 2010 to R310.2 million in fiscal 2011 which is due in part to a ramp-up in volumes. Operating costs at Crown
increased from R624.8 million in fiscal 2010 to R662.3 million in fiscal 2011, due to higher labor and electricity costs.

Rehabilitation provision and amounts contributed to environmental trust funds

As of June 30, 2011, we estimate our total rehabilitation provision, being the discounted estimate of future costs, to be
R490.2 million as compared to R420.6 million at June 30, 2010. The increase in the provision for environmental rehabilitation in
fiscal 2011 was due to changes in discount and inflation rate assumptions, changes in estimates resulting from changes to the life-of-
mines and additional environmental damage incurred. In fiscal 2011 an expense of R52.6 million (fiscal 2010: R88.0 million
benefit) including an unwinding of the discount of R9.4 million were recorded (fiscal 2010: R10.8 million) in profit or loss.

A total of R134.2 million was invested in our various environmental trust funds as at the end of fiscal 2011, as compared
to R126.1 million for fiscal 2010. The increase is attributable to interest received on the investment of these funds and
contributions of R1.2 million during fiscal 2011. The shortfall between the trust funds and the estimated provisions is expected to
be financed by ongoing financial contributions in available financial investments over the remaining production life of the
respective mining operations, the proceeds on the disposal of remaining assets and gold from plant clean-up.
1
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second
quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group owned the remaining 50%. Effective
March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. Effective May 1, 2010 the Group acquired
Mintails’ 50% interest in the Ergo JV, resulting in the Group owning 100%.
2
Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM.
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Depreciation

Depreciation charges were R130.9 million for fiscal 2011 compared to R190.8 million for fiscal 2010. The decrease is
mainly attributable to the extension of Crown's life-of-mine due to the construction of the Crown/Ergo pipeline.

Retrenchment costs

Retrenchment costs decreased to R0.8 million in fiscal 2011 from R20.1 million in fiscal 2010. In fiscal 2011, these costs
relate to the last of the retrenchments at ERPM due to the closure of its underground operation.

Impairments

In fiscal 2011, an impairment of R546.6 million was raised against Blyvoor’s property, plant and equipment due to its
current distressed financial position and the uncertainties relating to the outcome of the business rescue plan which is expected on
November 1, 2011. Blyvoor represents one cash generating unit. A discount rate of 14.4% (2010: 13.7%), together with further risk
adjustments to future cash flows were used in determining the impairment. Management also took into consideration as part of their
reasonableness assessment, a sensitivity analysis and the fact that Blyvoor is under business rescue proceedings, with the business
rescue plan not being approved as at year end. Further considerations included the group's market capitalization in comparison to the
group's net asset value.

In addition, an impairment amounting to R1.1 million was raised against the West Witwatersrand Gold Mines (Pty)
Limited rehabilitation trust fund, due to the disposal of the relating mining rights over the West Wits mining lease area.
Administration expenses and general costs
The administration expenses and general costs increased in fiscal 2011 to R88.1 million from R57.0 million in fiscal
2010, an increase of R31.1 million. In fiscal 2010, administration expenses and general costs included a non-recurring credit of
approximately R30.0 million as a result of a decrease in the provision for post-retirement medical benefits as part of a project
initiated during fiscal 2010 to optimize the synergies of DRDGOLD’s surface operations, and the resulting settlement of the post-
retirement medical benefit, management has revised the assumptions used in calculating the provision. Other than inflation related
increases, this was the main reason for the year-on-year increase.

Finance income

Finance income decreased from R200.3 million in fiscal 2010 to R52.8 million in fiscal 2011. The majority of the
decrease in fiscal 2011 was due to the fact that finance income in fiscal 2010 included a non-recurring gain of R156.7 million for
foreign currency translation reserves realized on the liquidation of foreign subsidiaries, which included the Australasian
Operations.

Finance expenses
Finance expenses decreased from R24.1 million in fiscal 2010 to R22.0 million in fiscal 2011. The decrease is mainly
attributable to the capitalization of borrowing costs in the current year relating to the Crown/Ergo pipeline, amounting to R6.4
million.

Income tax

The net tax charge of R32.2 million for fiscal 2011 comprises a current taxation charge of R1.2 million, a deferred tax
charge of R25.9 million and secondary tax on companies amounting to R5.1 million. This compares to a net tax charge of
R8.3 million for fiscal 2010, comprising a current taxation charge of R8.5 million, a deferred tax benefit of R2.0 million and
secondary tax on companies amounting to R1.8 million. The year-on-year increase in the net tax charge was mainly due to higher
profits, in particular at Crown and Ergo, which resulted in an increase in the deferred tax charge for the year.












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76

Comparison of financial performance for the fiscal year ended June 30, 2010 with fiscal year ended June 30, 2009

Revenue
The following table illustrates the year-on-year change in revenue by evaluating the contribution of each segment to the
total change on a consolidated basis for fiscal 2010 in comparison to fiscal 2009:
Impact of change in volume
R’000
Total
revenue
2009    Acquisitions
Internal
growth/
(decline)
Impact of
change in
price       Net change
Total
revenue
2010
Blyvoor ....................................
1,018,527
-
(181,094)
23,976
(157,118)
861,409
Ergo
1
........................................
24,178
            208,906              61,241            270,147             294,325
Crown
2
.....................................
733,990
-
29,123
71,675
100,798
834,788
ERPM
2
.....................................
134,043
-
(134,043)
-
(134,043)
-
Total Operations .....................
1,910,738
-
(77,108)
156,892
79,784
1,990,522

Revenue for fiscal 2010 increased by R79.8 million, or 4.2%, to R1,990.5 million, primarily due to the higher gold price
received. The average gold price increased from R248,019 per kilogram in fiscal 2009 to R265,332 per kilogram in fiscal 2010.
The impact of the increase in the gold price was offset by the decrease in production at ERPM due to its underground operation
ceasing production in October 2008 and due to a decrease in production at Blyvoor as a result of the seismic events during the last
quarter of fiscal 2009 and the month-long labor strike.
Operating costs
The following table illustrates the year-on-year change in operating costs by evaluating the contribution of each segment
to the total change on a consolidated basis for fiscal 2010 in comparison to fiscal 2009:

Impact of change in volume
R’000
Total
operating
costs
2009 Acquisitions
Internal
growth/
(decline)
Impact of
change in
costs       Net change
Total
operating
costs
2010
Blyvoor ....................................
839,781
-
(149,313)
154,654
5,341
845,122
Ergo¹ ........................................
55,210
-
477,034
(283,267)            193,767             248,977
Crown² .....................................
520,285
-
20,643
83,838
104,481
624,766
ERPM
²
......................................
212,712                        -
(212,712) -
(212,712)                        -
Total ........................................
1,627,988
-
135,652
(44,775)
90,877
1,718,865

The following table lists the major components of operating costs for each of the years set forth below:

Years ended June 30,
Costs
2010                  2009
Labor .................................................................................................................................                                 34%
39%
Contractor services .............................................................................................................                                12%
11%
Consumables and other ......................................................................................................
38%                  37%
Electricity and water ...........................................................................................................                                16%
13%

As gold mining in South Africa is very labor intensive, labor costs and contractor services are one of the largest
components of operating costs. Operating costs are linked directly to the level of production of a specific fiscal year. Operating
costs in fiscal 2010 increased by 5.5% to R1,718.9 million compared to operating costs of R1,628.0 million in fiscal 2009. This
increase was primarily attributable to Ergo which started its operations during November 2008 and therefore had its first full
twelve month fiscal year of production during fiscal 2010. This was offset by the cessation of ERPM’s underground operation
during fiscal 2009.
1
Ergo has been restated during fiscal 2010 to include ErgoGold and the Ergo JV. ErgoGold started gold production at the end of the second
quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group owned the remaining 50%. Effective
March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100%. Effective May 1, 2010 the Group acquired
Mintails’ 50% interest in the Ergo JV, resulting in the Group owning 100%.
2
    Crown has been restated during fiscal 2010 to include the surface retreatment operation of ERPM. ERPM has therefore also been restated and
comprises only of its underground operation.
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At Blyvoor operating costs increased from R839.8 million in fiscal 2009 to R845.1 million in fiscal 2010, with a decrease in
volume from 129,473 ounces to 106,452 ounces produced, as a result of the seismic events during the last quarter of fiscal 2009 and
a month-long wage related labor strike during the second quarter of fiscal 2010. Operating costs at Ergo were R249.0 million in
fiscal 2010, representing operating costs for the first full twelve months of production. Operating costs at Crown were R624.8 million
in fiscal 2010, compared to R520.3 million in fiscal 2009. The increase in Crown’s operating costs was due to wage increases and
higher electricity tariffs. At ERPM there were no operating costs relating to underground production during fiscal 2010 due to the
underground operations being placed under care and maintenance, and later suspended during fiscal 2010.

Rehabilitation provision and amounts contributed to environmental trust funds

As of June 30, 2010, we estimated our total rehabilitation provision, being the discounted estimate of future costs, to be
R420.6 million as compared to R412.5 million at June 30, 2009. The increase in fiscal 2010 related to the acquisition of the
remaining 50% interest in the Ergo JV which was partially offset by a reduction in the rehabilitation provision of R4.8 million and
R63.4 million due to the Durban Roodepoort and West Witwatersrand Gold Mines (Pty) Ltd liabilities being taken over by
Mintails SA Limited, respectively. In fiscal 2010 a benefit of R88.0 million (fiscal 2009: R19.5 million expense) including an
unwinding of the discount of R10.8 million were recorded (fiscal 2009: R9.8 million) in profit or loss.

A total of R126.1 million was invested in our various environmental trust funds as at the end of fiscal 2010, as compared
to R129.7 million for fiscal 2009. The decrease is attributable to an impairment of the rehabilitation trust fund relating to the West
Witwatersrand Gold Mines (Pty) Limited amounting to R18.7 million, as a result of the transfer of the relating environmental
rehabilitation provision. The shortfall between the trust funds and the estimated provisions is expected to be financed by ongoing
financial contributions in available financial investments over the remaining production life of the respective mining operations,
the proceeds on the disposal of remaining assets and gold from plant clean-up.

Depreciation

Depreciation charges were R190.8 million for fiscal 2010 compared to R99.2 million for fiscal 2009. The increase was
mainly attributable to additional assets acquired during the last quarter of fiscal 2009 by Ergo, therefore fiscal 2010 includes a full
12 months of depreciation for these assets, the acquisition of the remaining 50% interest in the Ergo JV during the last quarter of
fiscal 2010, and the decrease in the Crown life-of-mine for purposes of depreciation due to limited deposition capacity in fiscal
2009.

Retrenchment costs

Retrenchment costs decreased to R20.1 million in fiscal 2010 from R34.9 million in fiscal 2009. In fiscal 2010, these
costs related to retrenchments at Blyvoor amounting to R10.9 million, retrenchments at ERPM amounting to R4.0 million and
retrenchments at our corporate head office amounting to R5.2 million. These retrenchments were due to various cost reduction
initiatives implemented during fiscal 2010, which included the right-sizing initiative at Blyvoor and the closure of ERPM’s
underground operation.

Impairments

In fiscal 2010, an impairment reversal of R12.5 million was made against Crown’s property, plant and equipment due to
the extension of the Knights plant’s life-of-mine. An impairment was recorded amounting to R18.7 million against the West
Witwatersrand Gold Mines (Pty) Limited rehabilitation trust fund, due to the disposal of the relating mining rights over the West
Wits mining lease area.
Administration expenses and general costs
The administration expenses and general costs decreased in fiscal 2010 to R57.0 million from R83.6 million in fiscal
2009, a decrease of R26.6 million. The decrease was mainly due to an insurance claim received by Blyvoor amounting to
R14.1 million and cost reduction initiatives undertaken by management, including a non-recurring credit of approximately R30.0
million as a result of a decrease in the provision for post-retirement medical benefits as part of a project initiated during fiscal
2010 to optimize the synergies of DRDGOLD’s surface operations, and the resulting settlement of the post-retirement medical
benefit, management has revised the assumptions used in calculating the provision.
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Finance income

Finance income decreased from R206.0 million in fiscal 2009 to R200.3 million in fiscal 2010. The majority of the
decrease in fiscal 2010 related to the decrease in interest received on our cash and cash equivalents which were significantly lower
in fiscal 2010 than in fiscal 2009. In addition, finance income for fiscal 2010 included a R156.7 million profit on disposal of
subsidiaries and R14.6 million net gain on the preference shares carried at amortized cost due to an increase in the repayment
period.

Finance expenses
Finance expenses decreased from R41.7 million in fiscal 2009 to R24.1 million in fiscal 2010. A decrease in the
unwinding of discount on financial liabilities measured at amortized cost and unrealized foreign exchange losses were the main
reasons for the decrease from fiscal 2009 to fiscal 2010.
Income tax

The net tax charge of R8.3 million for fiscal 2010 comprised a current taxation charge of R8.5 million, a deferred tax
benefit of R2.0 million and secondary tax on companies charge as a result of the dividend declared amounting to R1.8 million.
This compared to a net tax benefit relating to our operations of R28.4 million for fiscal 2009, which comprised a current taxation
charge of R46.2 million and a deferred tax benefit of R74.6 million. The increase in the deferred tax benefit in fiscal 2009 was as
a result of the recognition of estimated tax losses at our operations and other temporary differences which were not recognized
previously. On the statement of financial position this deferred tax asset raised was offset by a deferred tax liability raised on the
acquisition of ErgoGold amounting to R185.7 million. The decrease in the deferred tax benefit in fiscal 2010, was due to no
acquisitions or transactions with similar tax implications taking place during fiscal 2010.
5B. LIQUIDITY AND CAPITAL RESOURCES
Operating activities
Net cash of R324.0 million was generated by operating activities for fiscal 2011 as compared to net cash generated by
operating activities of R53.6 million for fiscal 2010 and R208.2 million for fiscal 2009. During fiscal 2011, the net working capital
movement represented an outflow of cash of R3.3 million, compared to an outflow of R31.5 million in fiscal 2010 and an inflow of
R41.4 million in fiscal 2009. Cash generated from operating activities increased largely due to the 15% increase in the rand gold price
and the 10% improvement in gold production for the year, which resulted in a significant rise in the group’s revenue. Although
Blyvoor contributed towards the increase in cash generated from operating activities, our surface retreatment operations generated
most of the cash flows from operating activities.

Investing activities
Net cash utilized by investing activities amounted to R335.2 million in fiscal 2011 compared to R226.4 million in fiscal
2010 and R593.4 million in fiscal 2009.
In fiscal 2011, cash utilized by investing activities mainly consisted of R317.3 million in additions to property, plant and
equipment, of which R176.8 million related to the Crown/Ergo pipeline project. In addition, R22.6 million was spent on
environmental trust funds and rehabilitation payments. In fiscal 2010, cash utilized by investing activities mainly consisted of
R194.0 million in additions to property, plant and equipment, and R40.4 million for the acquisition of the remaining 50% of the Ergo
JV. Cash utilized by investing activities in fiscal 2009, mainly consisted of R345.1 million in additions to property, plant and
equipment and R277.8 million for the acquisition of the remaining 50% of ErgoGold.
Total capital expenditure (cash) for fiscal 2011 was R317.3 million. Capital expenditure was predominantly on the
Crown/Ergo pipeline project, Ore Reserve development, new infrastructure and new mining equipment at our operations. Significant
continuing capital projects for fiscal 2011 included:
•     Blyvoor for opening up and development amounting to R57.2 million, equipment replacement amounting to R25.3 million
      and R13.2 million for other equipment and tailings facility management;
•     Crown for long-lead items relating to the Crown/Ergo pipeline project amounting to R119.7 million and for tailings
      deposition site maintenance of R27.9 million; and
•     Ergo for construction, commissioning and refurbishment of the refurbishment of the second CIL circuit amounting to R29.4
      million and expansion of the tailing complex amounting to R27.7 million.




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79
Total capital expenditure (cash) for fiscal 2010 was R194.0 million. Capital expenditure was predominantly on Ore Reserve
development, new infrastructure and new mining equipment at our operations. Significant continuing capital projects for fiscal 2010
included:
•     Blyvoor for opening up and development amounting to R48.9 million;
•     Crown for long-lead items relating to Crown/Ergo pipeline amounting to R29.6 million; and
•     Ergo for construction and commissioning of the second feeder pipeline from the Elsburg Tailings Complex to the Brakpan
      plant amounting to R34.4 million.

Total capital expenditure (cash) for fiscal 2009 was R345.1 million. Capital expenditure was predominantly on Ore Reserve
development, new infrastructure and new mining equipment at our operations. Significant continuing capital projects for fiscal 2009
included:
•     Development of infrastructure at Blyvoor at a cost of R41.4 million and specifically for the WAP project at a cost of R10.1
      million (refer Item 4B ‘Business Overview’);
•     Tailings deposition site maintenance, 3A17 dump reclamation and Top Star at Crown at a cost of R39.6 million;
•     Mining properties development at ERPM at a cost of R17.2 million;
•     Installation and development of infrastructure at Ergo amounting to R178.4 million.
We anticipate decreasing our capital expenditure in fiscal 2012 by about 23% from our capital expenditure for fiscal
2011 on operations. We expect to incur R244.0 million of capital expenditure on mining equipment and development, upgrading
current metallurgical plants and tailings facilities as follows:
•     Blyvoor – R112.5 million;
•     Crown – R56.0 million;
•     Ergo – R59.0 million;
•     Exploration in Zimbabwe – R16.5 million.

Financing activities
Net cash inflow from financing activities was R81.3 million in fiscal 2011 compared to a net cash inflow of R7.8 million in
fiscal 2010. In fiscal 2009 the net cash outflow from financing activities was R85.8 million.
During fiscal 2011, the net inflow consisted of R108.0 million raised through a Domestic Medium Term Notes Program,
which had been offset by an R8.3 million repayment of borrowings and a dividend payment of R19.2 million.
During fiscal 2010, we issued 6,620,413 shares for cash consideration of R29.9 million and we issued 262,663 shares to the
share option scheme for a consideration of R1.0 million. Costs relating to these share issues were incurred, amounting to R2.0
million. A dividend of R19.0 million was paid and there was a repayment of borrowings amounting to R2.1 million.

During fiscal 2009, we issued 1,429,715 shares to the share option scheme for a consideration of R6.7 million, a dividend of
R37.7 million was paid and there was a repayment of borrowings amounting to R54.4 million.
Borrowings and funding
Our external sources of capital include the issuance of debt, bank borrowings, loan notes and the issuance of equity
securities, which include the following:
Effective July 31, 2007 and March 1, 2008, Ergo entered into two separate loan facilities, amounting to R85.3 million, with
AngloGold Ashanti Limited for the purchase of the remaining movable and immovable assets of Ergo. The facilities were repayable
in equal monthly installments over 23 and 19 months, respectively, of which the final installment was made during fiscal 2010. The
loans bore interest at the prime lending rate, which was 10.0% at June 30, 2010. The loan was secured over the assets that were
purchased from AngloGold Ashanti Limited. The facilities were repaid in full early in fiscal 2010, therefore, as of such date the
facilities were no longer in place.

On January 1, 2009, we entered into a facility of R250.0 million with Investec Bank Limited. The facility bore interest at
the three-month Johannesburg Inter-bank Acceptance Rate, or JIBAR, plus 300 basis points. During fiscal 2009, we had not
drawn down against this facility. During fiscal 2010 we drew down and settled, R50 million against this facility. This facility was
not renewed and, therefore, as at June 30, 2010, this facility was no longer in place.

On October 1, 2010 Ergo Mining Operations (formerly DRDGOLD SA), established a R500 million Domestic Medium
Term Note Programme, or DMTN Programme, under which it may from time to time issue notes. On October 1, 2010, Ergo
Mining Operations successfully issued R108 million in notes under the DMTN Programme and the different notes issued mature
12 and 24 months from the date of issue and bear interest at the three month JIBAR rate plus a margin ranging from 4% to 5% per
annum. The loan notes with a 12 month maturity, amounting to R78.0 million, are repayable on October 3, 2011. The remaining 
loan notes with a 24 month maturity, amounting to R30.0 million, are repayable on October 3, 2012.
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Anticipated funding requirements and sources

At June 30, 2011, we had cash and cash equivalents of R259.1 million, and positive working capital (defined as current
assets less current liabilities) of R100.0 million, compared to cash and cash equivalents of R188.2 million and positive working
capital of R132.9 million at June 30, 2010 and cash and cash equivalents of R352.7 million and positive working capital of
R224.5 million at June 30, 2009. At September 30, 2011, our cash and cash equivalents were R293.9 million.

Our management believes that existing cash resources, net cash generated from operations and the availability of
negotiated funding facilities will be sufficient to meet our anticipated commitments for fiscal 2012 as described above.

Our estimated working capital, capital expenditure and other funding commitments, as well as our sources of liquidity,
would be adversely affected if:
•     our operations fail to generate forecasted net cash flows from operations;
•     there is an adverse variation in the price of gold or foreign currency exchange rates in relation to the US dollar,
      particularly with respect to the rand; or
•     our operating results or financial condition are adversely affected by the uncertainties and variables facing our business
      discussed under Item 5A.: “Operating Results” or the risk factors described in Item 3D.: “Risk Factors.”
In such circumstances, we could have insufficient capital to meet our current obligations in the normal course of
business, which would have an adverse impact on our financial position and our ability to continue operating as a going concern.
We would need to reassess our operations, consider further restructuring and/or obtain additional debt or equity funding. There
can be no assurance that we will obtain this additional or any other funding on acceptable terms or at all.
5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We are not involved in any research and development and have no registered patents or licenses.
5D. TREND INFORMATION

During the first quarter of fiscal 2012, we produced 63,562 ounces at average cash costs of R297,808 per kilogram from our
operations. Gold production from our operations for the second quarter of fiscal 2012 is expected to be in line with the first quarter
results. Cash costs for the second quarter of fiscal 2012 are expected to be slightly lower due to winter tariffs for electricity applying
during the first quarter of fiscal 2012.

For the full year fiscal 2012, we are forecasting gold production from our operations of approximately 269,203 ounces at
cash costs of approximately R288,747 per kilogram, based on an exchange rate assumption of approximately $1.00/R7.27. Our
ability to meet the full year’s production target could be impacted by, amongst other factors, seismicity, lower grades, achieving the
targets set at Ergo and timely installation of the Crown/Ergo pipeline. We are also subject to cost pressures due to increases in labor
costs; increases in crude oil, steel, electricity and water prices; unforeseen changes in ore grades and recoveries; unexpected changes
in the quality or quantity of reserves; unstable or unexpected ground conditions and seismic activity; technical production issues;
environmental and industrial accidents; gold theft; environmental factors; and pollution, which could adversely impact the forecasted
cash costs for fiscal 2012.
5E. OFF-BALANCE SHEET ARRANGEMENTS

The Company does not engage in off-balance sheet financing activities, and does not have any off-balance sheet debt
obligations, unconsolidated special purposes entities or unconsolidated affiliates.
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5F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Estimated and actual payments due by period
Total
Less than
1 year
Between
1-3 years
Between
3-5 years
More than 5
years
R’000               R’000           R’000         R’000            R’000
Loan notes (including interest) ...........................................
116,517
85,717
30,800
-
-
Purchase obligations – contracted capital expenditure
1
........
50,370             50,370                -
-
-
Preference shares held by Khumo Gold SPV (Pty) Limited
and the DRDSA Empowerment Trust (including interest)....
162,937
-
-
-
162,937
Environmental rehabilitation, reclamation and closure
costs
2
................................................................................
490,225
19,049
-
-
471,176
Total contractual cash obligations ...................................
820,049           155,136
30,800
          634,113
5G.      SAFE HARBOR

See “Special Note regarding Forward-Looking Statements.”




1
Represents planned capital expenditure for which contractual obligations exist.
2
Operations of gold mining companies are subject to extensive environmental regulations in the various jurisdictions in which they operate. These
regulations establish certain conditions on the conduct of our operations. Pursuant to environmental regulations, we are also obliged to close our
operations and reclaim and rehabilitate the lands upon which we have conducted our mining and gold recovery operations. The estimated closure
costs at existing operating mines and mines in various stages of closure are reflected in this table. For more information on environmental
rehabilitation obligations, see Item 4D.: “Property, Plant and Equipment” and Note 19 “Provision for environmental rehabilitation, reclamation and
closure costs” under Item 18.: “Financial Statements”.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A. DIRECTORS AND SENIOR MANAGEMENT

Directors and Executive Officers

Our board of directors may consist of not less than four and not more than twenty directors. As of June 30, 2011 and as of
June 30, 2010, our board consisted of six directors.

In accordance with JSE listing requirements and our Memorandum of Incorporation, or MOI, one third of the directors
comprising the board of directors, on a rotating basis, are subject to re-election at each annual general shareholders’ meeting.
Additionally, all directors are subject to election at the first annual general meeting following their appointment. Retiring directors
normally make themselves available for re-election.

The address of each of our Executive Directors and Non-Executive Directors is the address of our principal executive
offices.

Executive Directors
Daniël Johannes Pretorius (44) Chief Executive Officer. Mr. D.J. Pretorius was appointed as Chief Executive Officer
Designate on August 21, 2008. On January 1, 2009 he succeeded Mr. John William Cornelius Sayers as Chief Executive Officer. Mr.
Pretorius holds a B Proc, LLB degree and was appointed Group Legal counsel for the Company in February 2003. He has 18 years of
experience in the mining industry. He was appointed as Chief Executive Officer of Ergo Mining Operations, previously known as
DRDGOLD SA, in July 2006 and is also an alternate director of Rand Refinery Limited.

Craig Clinton Barnes (41) Chief Financial Officer. Mr. C.C. Barnes joined the Company in August 2004 as Group Financial
Accountant. A Chartered Accountant, he has a B Com degree from the University of the Witwatersrand, or Wits University, and a B
Com Honors degree from the University of South Africa, or Unisa. Prior to joining the Company, he was head of financial reporting
for Liberty Group Limited and he has over 17 years financial experience. He was appointed as Chief Financial Officer of Ergo
Mining Operations in July 2006 and as Chief Financial Officer of DRDGOLD in May 2008.

Non-Executive Directors
Geoffrey Charles Campbell (50). Mr. G.C. Campbell was appointed as Non-Executive Director in 2002, as a Senior
Independent Non-Executive Director in December 2003 and as Non-Executive Chairman in October 2005. A qualified geologist, he
has worked on gold mines in Wales and Canada. He then spent 15 years first as a stockbroker and afterwards as a fund manager,
during which time he managed the Merrill Lynch Investment Manager’s Gold and General Fund, one of the largest gold mining
investment funds. He was also Research Director for Merrill Lynch Investment Managers. Mr. G.C. Campbell is also a director of
Oxford Abstracts.

Robert Peter Hume (71). Mr. R.P. Hume was appointed as a Non-Executive Director in 2001. He has 41 years experience in
the field of auditing, including 18 years as a partner in the East London (South Africa) office of KPMG. Since retiring from KPMG in
1999, he has been an Investment Manager at Nvest Securities (Pty) Limited (formerly Sasfin Frankel Pollak) in East London.
James Turk (64). Mr. J. Turk was appointed a Non-Executive Director in October 2004. He is the founder and a director of
GoldMoney Network Limited, formerly G.M. Network Limited (also known as GoldMoney.com), the operator of a digital gold
currency payment system. Since graduating from George Washington University with a BA degree in International Economics in
1969, he has specialized in international banking, finance and investments. After starting his career with Chase Manhattan Bank (now
J.P. Morgan Chase) he joined RTB Inc., a private investment and trading company of a prominent precious metals trader in 1980. He
moved to the United Arab Emirates in 1983 as Manager of the Commodity Department of the Abu Dhabi Investment Authority.
Since resigning from this position in 1987, he has written frequently on money and banking.

Edmund Jeneker (49). Mr. E.A. Jeneker (SAIPA, FIAC, Cert.Dir(IoD)) was appointed a Non-Executive Director on
November 1, 2007. He trained as an accountant and has over 20 years’ experience in finance, taxation, business strategy and
general management at Grant Thornton, SwissReSA, World Bank Competitiveness Fund and Deloitte. He is active in community
development and serves as a member of the Provincial Development Commission of the Western Cape Provincial Government.
He currently holds the position of Managing Executive – Absa AllPay Consolidated Investment Holdings at Absa Group Limited.

Senior Management
David Johannes Botes (54) Group Risk Manager. Mr. D.J. Botes (Dip Comm, HDip Tax) joined DRDGOLD on September
7, 1988 as Group Financial Manager. He was appointed Group Risk Manager on February 1, 2003. He has 28 years of financial
management experience.

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83
Jacob Hendrik Dissel (53) Group Financial Manager. Mr. J.H. Dissel (B Comm Hons) joined DRDGOLD as Group
Financial Manager in October 1999. He has 28 years experience in the mining industry

Themba John Gwebu (47) Executive Officer: Legal, Compliance and Company Secretary. Mr. T.J. Gwebu (B Iuris, LLB,
LLM) is a qualified attorney who worked as a magistrate prior to joining the Company in April 2004 as Assistant Legal Advisor. He
was appointed to the position of Company Secretary in April 2005 and Executive Officer: Legal, Compliance and Company
Secretary on January 1, 2007.
Henry Gouws (42) Managing Director: Ergo. Mr. H. Gouws graduated from Technicon Witwatersrand and obtained a
National Higher Diploma in Extraction Metallurgy in 1991. He completed a MDP in 2003 through Unisa School of Business
Leadership. He was appointed Operations Manager of Crown in January 2006 and General Manager in July 2006. He was appointed
to this current position with effect from October 1, 2011. He has 24 years experience in the mining industry.

Kevin Peter Kruger (43) Managing Director: Chizim Gold. Mr. K.P. Kruger holds a BSc degree in mechanical engineering
from Wits University and joined the Company in 1994. Previously the Engineering Manager at the Company’s North West
Operations, he was appointed to his current position with effect from October 1, 2011.
Charles Methley Symons (57) Chief Operating Officer. Mr. C.M. Symons joined the mining industry in February 1977 and
transferred to Crown in January 1986 where he was appointed General Manager in 1995. He holds a Masters degree in Business
Leadership and a B Comm degree from Unisa, and he also has a National Diploma in Extractive Metallurgy. He was appointed
Executive Officer: Surface Operations on January 1, 2008, Executive Officer: Operations on May 11, 2010 and Chief Operating
Officer with effect from October 1, 2011.

              Phillip Watters (55) General Manager Projects. Mr. P. Watters joined the Company in 2002 and took up his current position
on August 1, 2005. He was previously General Manager ERPM. Mr. P. Watters, who obtained a Mine Manager’s certificate of
Competency in May 1993, has a total of 36 years experience in mining, 24 years of which were spent with Gold Fields and four with
Anglo American. His career includes both production and project management experience.

William Stanly Owen O’Brien (47) General Manager: Blyvoor. Mr. W.S.O. O’Brien was appointed General Manager:
Blyvoor on September 25, 2008. He was previously employed by Harmony Gold where he held various management positions. He
has 27 years of experience in the mining industry and holds a Mine Manager’s Certificate of Competency.

Martin Bruce Ebell (53) Manager Metallurgical Technical Services. Mr. M.B. Ebell joined the Company in 2008 as
Manager Metallurgical Technical Services. He was previously employed by Bateman Minerals and Metals, Alex Steward Assayers,
Dowding Reynard and Associates, Millsell/Henry Gould and Rand Mines, and has 30 years of experience in the field of extractive
metallurgy in various managerial, consulting and project engineering positions. He is registered professional engineer and a member
of SAIMM and MMMA and holds a MEng (MEM) USA, BSc (Eng) Minerals Processing, B Comm degrees and a MDP certificate.

              Ryno Botha (39) Mineral Resource Manager: Mr. R. Botha joined the Company on December 6, 2004 and was promoted to
his current position as Mineral Resource Manager on November 1, 2008. He was previously employed by JCI, Amplats, Anglo
Platinum and has 19 years of mining experience. He holds a M(Eng) in Mineral Resource Management, Graduate Diploma in
Engineering (MRM), National Higher Diploma in Mineral Resource Management, National Diploma in Mine Surveying and a Mine
Surveyor’s Certificate of Competency.

Barry Gordon de Blocq (49) General Manager Corporate Services. Mr. de Blocq joined DRDGOLD in September 1998
from AngloGold, where he was Divisional Industrial Relations Manager. He holds a B Soc Sc, degree and was promoted to his
current position on January 1, 2010. He has 24 years experience in the mining industry.
There are no family relationships between any of our executive officers or directors. There are no arrangements or
understandings between any of our directors or executive officers and any other person by which any of our directors or executive
officers has been so elected or appointed.
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6B. COMPENSATION
Our MOI provide that the directors' fees should be determined from time to time in a general meeting or by a quorum of
Non-Executive Directors. The total amount of directors' remuneration paid and or accrued for the year ended June 30, 2011 was
R15.6 million. Non-Executive Directors receive the following fees:
•     Base fee as Non-Executive Chairman of R1,144,238 per annum;
•     Base fee as Non-Executive Directors of R508,550 per annum;
•     Annual fee for Audit Committee Chairman of R50,856;
•     Annual fee for Audit Committee member of R25,428;
•     Annual fee for Nominations Committee Chairman of R19,071;
•     Annual fee for Nominations Committee member of R9,535;
•     Annual fee for the chairman of Remuneration Committee, Risk Committee, and Transformation and Social Development
Committee of R38,142;
•     Annual fee for members of Remuneration Committee, Risk Committee and Transformation and Social Development
Committee of R19,071 each;
•     Half-day fee for participating by telephone in special board meetings;
     Daily fee of R19,071 and hourly rate of R2,542.80; and
•     The Chairman of the board to receive committee fees.
Non-executive directors’ fees to be adjusted annually on the basis of the consumer price index.
The following table sets forth the compensation for our directors for the year ended June 30, 2011:
Directors


Basic
salary/board
fees
(R'000)
Retirement fund
contributions/
bonus/restraint
of
trade/expenses
(R'000)



Total
(R'000)


Share
option
scheme
gains
(R'000)
Executive
D.J.
Pretorius
................................................                4,188                      3,779               7,967                     -
C.C.
Barnes
..................................................                 2,892                      1,535              4,427                     -
Subtotal .......................................................
7,080                      5,314
12,394                     -
Non-Executive
G.C.
Campbell
..............................................                 1,371
              1,371
-
R.
Hume
.......................................................                    647
                 647                     -
J.
Turk
..........................................................                    544
                 544                     -
E.A. Jeneker
624
-
624
-
Subtotal .......................................................
3,186
-
3,186
-
Prescribed officers
1
C.M. Symons ................................................
1,914                      1,222
3,136                     -
T.J. Gwebu
1,768                         868
2,636
-
Subtotal .......................................................               3,682
2,090               5,772
-
Total ............................................................              13,948
7,404             21,352
-
See also Item 6E.: “Share Ownership” for details of share options held by directors.
1
   The Companies Act, 2008 (Act 71 of 2008), under section 30, requires the remuneration of prescribed officers, as defined in regulation 38
of
Company Regulations 2008, to be disclosed with that of directors of the Company. A person is a prescribed officer if they have general
executive authority over the company, general responsibility for the financial management or management of legal affairs, general
managerial authority over the operations of the company or directly or indirectly exercise or significantly influence the exercise of
control over the general management and administration of the whole or a significant portion of the business and activities of the
company.
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Compensation of senior management

Our senior management comprises its executive directors, prescribed officers and executive officers. Under the JSE
Listing Rules we are not required to, and we do not otherwise, disclose compensation paid to individual senior managers other
than executive directors, non-executive directors and prescribed officers. However, the aggregate compensation paid to senior
management, excluding compensation paid to Executive Directors, in fiscal 2011 was R22.1 million (fiscal 2010: R18.5 million),
representing 11 executive officers in fiscal 2011 and 11 executive officers in fiscal 2010.

Bonuses or incentives are paid based upon performance against predetermined key performance indicators. Should an
Executive Director meet all the targets set in terms of such predetermined key performance indicators, he will be entitled to a bonus
of up to 50%, 75% or 100% of his remuneration package, depending on his particular agreement. Should an Executive Director not
meet all the targets set in terms of the predetermined key performance indicators, he will be entitled to a lesser bonus as determined
by the Remuneration and Nominations Committee.

Service Agreements

Service contracts negotiated with each executive and non-executive director incorporate their terms and conditions of
employment and are approved by our Remuneration and Nominations Committee.

The Company’s executive directors, Mr. D.J. Pretorius and Mr. C.C. Barnes, entered into agreements of employment
with us, on January 1, 2009 and May 5, 2008 respectively. Mr. C.C.Barnes’ service contract has been renewed for another three
years, effective from May 5, 2011, by our Remuneration Committee at a meeting held in August 2011. These agreements regulate
the employment relationship with Messrs. D.J. Pretorius and C.C. Barnes.

Mr. D.J. Pretorius receives from us a remuneration package of R4.2 million per annum. Mr. D.J. Pretorius is eligible
under his employment agreement, for an incentive bonus of up to 100% of his annual remuneration package in respect of one
bonus cycle per annum over the duration of his appointment, on condition that he achieves certain key performance indicators.
DRDGOLD shall issue Mr. D.J. Pretorius with 100,000 ordinary DRDGOLD shares or alternatively shall pay Mr. D.J. Pretorius
the cash value of 100,000 ordinary DRDGOLD shares reckoned at market value on the date that the conversion of mining rights
of DRDGOLD’s South African operations is completed.
Mr. C.C. Barnes receives from us a remuneration package of R2.9 million per annum. Mr. C.C. Barnes is eligible under
his employment agreement, for an incentive bonus of up to 75% of his annual remuneration package in respect of one bonus cycle
per annum over the duration of his appointment, on condition that he achieves certain key performance indicators. As a further
consideration for agreeing to remain in the employment of the company as set out in the agreement, the company will issue
Mr. C.C. Barnes with, up to 50% of his annual package, share options in DRDGOLD Limited on an annual basis and on the third
anniversary of this agreement a bonus payment equal to 30% of his annual package.

Each service agreement with our directors provides for the provision of benefits to the director where the agreement is
terminated by us in the case of our executive officers, except where terminated as a result of certain action on the part of the director,
or upon the director reaching a certain age, or by the director upon the occurrence of a change of control of us. A termination of a
director's employment upon the occurrence of a change of control of us is referred to as an “eligible termination.” Upon an eligible
termination, the director is entitled to receive a payment equal to at least one year's salary or fees, but not more than three years salary
for Executive Directors or two years fees for Non-Executive Directors, depending on the period of time that the director has been
employed.

Messrs. R.P. Hume, J. Turk and E.A. Jeneker each have service agreements which run for fixed periods until
September 30, 2012, October 31, 2012, and October 31, 2011 respectively. After their two year period, the agreements continue
indefinitely until terminated by either party on not less than three months prior written notice. Mr. G.C. Campbell has a service
agreement which continues indefinitely until terminated by either party on not less than three months prior written notice.





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6C. BOARD PRACTICES

Board of Directors
As at September 30, 2011, the board of directors comprises two Executive Directors (Mr. D.J. Pretorius and
Mr. C.C. Barnes), and four Non-Executive Directors (Messrs. G.C. Campbell, R.P. Hume, J. Turk and E.A. Jeneker). The Non-
Executive Directors are independent under the Nasdaq requirements and the South African King II and King III Reports.

In accordance with the King II and King III Reports on corporate governance, as encompassed in the JSE Listings
Requirements, and in accordance with the United Kingdom Combined Code, the responsibilities of Chairman and Chief Executive
Officer are separate. Mr. G.C. Campbell is the Non-Executive Chairman, Mr. D.J. Pretorius is the Chief Executive Officer and
Mr. C.C. Barnes is the Chief Financial Officer. The board has established a nominations committee, and it is our policy for details
of a prospective candidate to be distributed to all directors for formal consideration at a full meeting of the board. A prospective
candidate would be invited to attend a meeting and be interviewed before any decision is taken. In compliance with the Nasdaq
rules a majority of independent directors will select or recommend director nominees.

The board’s main roles are to create value for shareholders, to provide leadership of the Company, to approve the
Company’s strategic objectives and to ensure that the necessary financial and other resources are made available to management
to enable them to meet those objectives. The board retains full and effective control over the Company, meeting on a quarterly
basis with additional ad hoc meetings being arranged when necessary, to review strategy and planning and operational and
financial performance. The board further authorizes acquisitions and disposals, major capital expenditure, stakeholder
communication and other material matters reserved for its consideration and decision under its terms of reference. The board also
approves the annual budgets for the various operational units.

The board is responsible for monitoring the activities of executive management within the Company and ensuring that
decisions on material matters are referred to the board. The board approves all the terms of reference for the various
subcommittees of the board, including special committees tasked to deal with specific issues. Only the executive directors are
involved with the day-to-day management of the Company.

To assist new directors, an induction program has been established by the Company, which includes background
materials, meetings with senior management, presentations by the Company’s advisors and site visits. The directors are assessed
annually, both individually and as a board, as part of an evaluation process, which is driven by an independent consultant. In
addition, the Remuneration and Nominations Committee formally evaluates the executive directors and the alternate directors on
an annual basis, based on objective criteria.

All directors, in accordance with the Company’s MOI, are subject to retirement by rotation and re-election by
shareholders. In addition, all directors are subject to election by shareholders at the first annual general meeting following their
appointment by directors. The appointment of new directors is approved by the board as a whole. The names of the directors
submitted for re-election are accompanied by sufficient biographical details in the notice of the forthcoming annual general
meeting to enable shareholders to make an informed decision in respect of their re-election.

All directors have access to the advice and services of the Company Secretary, who is responsible to the board for
ensuring compliance with procedures and regulations of a statutory nature. Directors are entitled to seek independent professional
advice concerning the affairs of the Company at the Company’s expense, should they believe that course of action would be in the
best interest of the Company.

Two of the Non-Executive Directors (Messrs. G.C. Campbell and R.P. Hume) have share options under the Company’s
share option scheme, but we do not believe that this interferes with their independence. No new share options were issued to Non-
Executive Directors since December 2004. See Item 6A.: “Directors and Senior Management” and Item 6E.: “Share ownership”.

Board meetings are held quarterly in South Africa. The structure and timing of the Company’s board meetings, which are
scheduled over 2 or 3 days, allows adequate time for the Non-Executive Directors to interact without the presence of the
Executive Directors. The board meetings include the meeting of the Risk Committee, Audit Committee, Remuneration and
Nominations Committee and Transformation and Sustainable Development Committee which act as subcommittees to the board.
Each subcommittee is chaired by one of the Independent Non-Executive Directors, except for the Risk Committee which is
chaired by the Chief Executive Officer, who provide a formal report back to the board. Each subcommittee meets for
approximately half a day. Certain senior members of staff are invited to attend the subcommittee meetings.

The board sets the standards and values of the Company and much of this has been embodied in the Company’s Code of
Ethics and Conduct, a copy of which is available on our website at www.drdgold.com. The Code of Ethics and Conduct applies to
all directors, officers and employees, including the principal executive, financial and accounting officers, in accordance with
Section 406 of the US Sarbanes-Oxley Act of 2002, the related US securities laws and the Nasdaq rules. The Code contains
provisions under which employees can report violations of Company policy or any applicable law, rule or regulation, including
US securities laws.
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Directors' Terms of Service

The following table shows the date of appointment, expiration of term and number of years of service with us of each of the
directors as at June 30, 2011:
Director                            Title                                                                                  Year first
appointed
Term of
current
office
Unexpired
term of
current office
G.C. Campbell
Non-Executive Director
2002
2 years
4 months
D.J. Pretorius
Chief Executive Officer
2008
3 years
6 months
C.C. Barnes¹
Chief Financial Officer
2008
3 years
-
R.P. Hume
Non-Executive Director
2001
2 years
15 months
E.A. Jeneker
Non-Executive Director
2007
2 years
4 months
J. Turk
Non-Executive Director
2004
2 years
16 months
¹Mr.
C.C. Barnes’ service contract has been renewed for another three years, effective from May 5, 2011 in the Remuneration Committee meeting
held in August 2011
.
Executive Committee

As at September 30, 2011, the Executive Committee consisted of Mr. D.J. Pretorius (Chairman), Mr. C.C. Barnes, Mr. C.M.
Symons, and Mr. T.J. Gwebu.
The Executive Committee meet on a weekly basis to review current operations, develop strategy and policy proposals for
consideration by the board of directors. Members of the Executive Committees, who are unable to attend the meetings in person, are
able to participate via teleconference facilities, to allow participation in the discussion and conclusions reached.

Board Committees
The board has established a number of standing committees to enable it to properly discharge its duties and
responsibilities and to effectively fulfill its decision-making process. Each committee acts within written terms of reference which
have been approved by the board and under which specific functions of the board are delegated. The terms of reference for all
committees can be obtained by application to the Company Secretary at the Company’s registered office. Each committee has
defined purposes, membership requirements, duties and reporting procedures. Minutes of the meetings of these committees are
circulated to the members of the committees and made available to the board. Remuneration for Non-Executive Directors for their
services on the committees concerned is determined by the board. The committees are subject to regular evaluation by the board
with respect to their performance and effectiveness.

The following information reflects the composition and activities of these committees.
Committees of the Board of Directors

Remuneration Committee

As at June 30, 2011, the Remuneration Committee consisted of Mr. E.A. Jeneker (Chairman), Mr. G.C. Campbell, Mr. R.P.
Hume and Mr. J. Turk.
The Remuneration Committee, which is comprised of Non-Executive Directors, has been appointed by the board of
directors. The committee meets quarterly, but may meet more often on an ad hoc basis if required. The Remuneration Committee
is governed by its terms of reference and is responsible for approving the remuneration policies of the Company, the terms and
conditions of employment, and the eligibility and performance measures of the DRDGOLD (1996) Share Option Scheme
applicable to executive directors and senior management.

The committee’s objective is to evaluate and recommend to the board competitive packages which will attract and retain
executives of the highest caliber and encourage and reward superior performance. The committee also aims to ensure that criteria
are in place to measure individual performance. The committee approves the performance-based bonuses of the executive
directors based on such criteria. The Executive Officer: Human Resources provides the committee with access to comparative
industry surveys, which assist in formulating remuneration policies. As and when required the committee may also engage the
services of independent consultants to evaluate and review remuneration policies and related issues and brief members on
pertinent issues. The committee has in the past year engaged the services of such consultants to review the employment contracts
of the executive directors.
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The remuneration policy, relating to the remuneration of directors and senior executives, is based on a reward system
comprising four principal elements:
•     Basic remuneration, as benchmarked against industry norms;
•     Bonuses or incentives, which are measured against agreed outcomes or Key Performance Indicators, or KPIs;
•     Short-term rewards for exceptional performance; and
•     Long-term retention of key employees based on scarcity of skill and strategic value, using share options granted under
      the DRDGOLD (1996) Share Option Scheme.

A copy of the policy is available by application to the Company Secretary at the Company’s registered office.

Nominations Committee


The board resolved to separate the Nominations Committee from the Remunerations Committee. The Nominations
Committee is chaired by the Chairman of the board, Mr. G.C. Campbell. The terms of reference were approved in August 2008.
Its duties include:
•     making recommendations to the board on the appointment of new Executive and Non-Executive directors, including
      making recommendations on the composition of the board generally and the balance between Executive and Non-
      Executive directors appointed to the board;
•     regular reviewing of the board structure, size and composition and making recommendations to the board with regard to
      any adjustments that are deemed necessary;
•     identifying and nominating candidates for the approval of the board to fill board vacancies as and when they arise as well
      as putting in place plans for succession, in particular for the Chairman and Chief Executive Officer; and
•     making recommendations on directors who are retiring by rotation to be put forward for re-election.
As at September 30, 2011, the members of the Nomination Committee consisted of Mr. G.C. Campbell (Chairman) and Mr.
R.P. Hume.
Audit and Risk Committees
On February 11, 2005, the Audit and Risk Committees started conducting joint meetings in respect of the quarterly
meetings. The members meet and the business of each committee is handled in joint deliberations taking place on the issues
raised. The Audit Committee is chaired by Mr. R.P. Hume and the Risk Committee by Mr. D.J. Pretorius. The reason for the joint
sittings is that there is a great deal of overlap between the financial risks discussed at Audit Committee level and at Risk
Committee level. The joint sittings of the Committees bring about better disclosure and ensure that the Company conforms more
closely to the process prescribed by the US Sarbanes-Oxley Act of 2002.
Audit Committee

As at June 30, 2011, the Audit Committee consisted of Mr. R.P. Hume (Chairman), Mr. G.C. Campbell and Mr. E.A.
Jeneker.
The Audit Committee is comprised solely of Non-Executive Directors, all of whom are independent. See Item 16G.:
“Corporate Governance”. The primary responsibilities of the Audit Committee, as set out in the Audit Committee charter, is to
assist the board in carrying out its duties relating to accounting policies, internal financial control, financial reporting practices and
the preparation of accurate financial reporting and financial statements in compliance with all applicable legal requirements and
accounting standards. A copy of the charter is available by application to the Company Secretary at the Company’s registered
office.
The Audit Committee meets quarterly with the external auditors, the Company’s internal audit practitioner, the Chief
Financial Officer and the Internal Audit and Compliance Manager to review the audit plans of the internal auditors, to ascertain
the extent to which the scope of the internal audits can be relied upon to detect weaknesses in the internal controls and to review
the annual and interim financial statements prior to approval by the board. The Audit Committee reviews our annual results, the
effectiveness of our system of internal financial controls, internal audit procedures and legal and regulatory compliance. The
committee also reviews the scope of work carried out by our internal auditors and holds regular discussions with the external auditors
and internal auditors.

The committee appoints, re-appoints and removes the external auditors and approves the remuneration and terms of
engagement of the external auditors. The committee is required to pre-approve, and has pre-approved, non-audit services provided
by our external auditors. The Company’s external audit function is currently being undertaken by KPMG Inc.
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The Company’s internal and external auditors have unrestricted access to the chairman of the Audit Committee and,
where necessary, to the Chairman of the board and Chief Executive Officer. All important findings arising from audit procedures
are brought to the attention of the committee and, if necessary, to the board.
Risk Committee

As at June 30, 2011, the Risk Committee consisted of Mr. D.J. Pretorius (Chairman), Mr. J. Turk, Mr. G.C. Campbell, Mr.
E.A. Jeneker, Mr. R.P. Hume and Mr. C.C. Barnes.

The Risk Committee was established in January 2004 and currently comprises four Non-Executive Directors and two
Executive Directors. Its overall objective is to assist the board in its duties relating to risk management and control
responsibilities, assurance issues, health, safety and environmental compliance, and the monitoring and reporting of all these
matters. The Risk Committee facilitates communication between the board, the Audit Committee, internal auditors and other
parties engaged in risk management activities. The terms of reference of the Risk Committee can be obtained by application to the
Company Secretary at the Company’s registered office.
The Risk Committee’s role is to ensure that:
• 
    an effective risk management program is implemented and maintained;
•     risk management awareness is promoted amongst all employees;
     risk programs (financing/insurance) adequately protect the Company against catastrophic risks;
     regular risk assessments are conducted;
     total cost of risk in the long term is reduced;
     the protection of the Group's assets is promoted throughout the Group;
     the health and safety and well being of all stakeholders is improved; and
     the Company’s activities are carried out in such a way so as to ensure the safety and health of employees.
The Risk Committee meets quarterly and reports to the board. Additional ad hoc meetings may be arranged as and when
required. Certain members of executive management are occasionally invited to attend Risk Committee meetings, such as the
Internal Audit and Compliance Manager, the Group Risk Manager, the Group Financial Manager, the Operational Managers and
the Group Legal Counsel.

The system to manage risk involves all significant business and operational risks which could undermine the
achievement of business objectives and undermine the preservation of shareholder value. The significant risks facing the Group
including those at operations have been identified and have been included in Item 3D.: “Risk factors.” Individuals have been
appointed to address each risk and the results thereof are reviewed by senior management through regular risk meetings. The aim
of the internal control systems is for management to provide reasonable assurance that the objectives will be met. In addition to
the above initiatives the Group also employs third party consultants to benchmark our operations against other mining operations
throughout South Africa and worldwide.
An important aspect of risk management is the transfer of risk to third parties to protect the Company from any major
disaster. We have embarked on a program to ensure that our major assets and potential business interruption and liability claims
are covered by group insurance policies that encompass our operations. The majority of the cover is through reputable insurance
companies in London and Europe and the insurance programs are renewed on an annual basis. A cell captive has been established
to enable further reduction in annual insurance premiums.
Transformation and Sustainable Development Committee
The board, taking into account that all the group’s operations are now based in South Africa and in order to achieve the
triple bottom line espoused in the King II and King III Reports and in order to reach the empowerment goal to which it is
committed, establishing a committee, the focus of which will be transformation and sustainable development. The terms of
reference were approved by the board at the August 2008 meeting. The board has resolved to convert the current Transformation
and Sustainable Development Committee in the Social and Ethics Committee which the Company is required to set up in terms of
the Companies Act, 2008. The objectives of this committee are:
•     promoting transformation within the company and the economic empowerment of previously disadvantaged
      communities, particularly within areas where the company conducts business;
•     striving towards achieving the goal of equality as the South African constitution and other legislation require within the
      context of the demographics of the country at all levels of the company and its subsidiaries; and
•     conducting business in a manner which is conducive to internationally acceptable environmental and sustainability
      standards.
As at September 30, 2011, the Transformation and Sustainable Development Committee consisted of Mr. E.A. Jeneker
(Chairman), Mr. D.J. Pretorius and Mr. C.C. Barnes.
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6D. EMPLOYEES

Employees

The geographic breakdown of our employees (including contractors who are contracted employees employed by third
parties), was as follows at the end of each of the past three fiscal years:
Year ended June
30
2011
2010
2009
South Africa ................................................................................................................................
6,875
6,409
6,715

The total number of employees at June 30, 2011, of 6,875 comprises 1,715 contractors and 5,160 employees who are
directly employed by us and our subsidiary companies. As of September 30, 2011, we had 6,916 employees (including 1,760 contract
employees). The increase in the number of employees in fiscal 2011 is mainly due to the learnerships signed on across the operations.
As of June 30, 2011, the breakdown of our employees by main categories of activity for the periods below was as follows:
Year ended June 30,
Category of Activity
2011          2010          2009
Mining - Our Employees ..............................................................................................................
2,719         2,368         2,832
Mining - Contractors ....................................................................................................................
1,715         1,749         1,846
Engineering .................................................................................................................................
1,164         1,113            839
Metallurgy ..................................................................................................................................
687            672            699
Mineral Resources .......................................................................................................................
92              91              97
Administration.............................................................................................................................
134            126            161
Environmental .............................................................................................................................
71              62              48  
Human Resources ........................................................................................................................
245            183            135
Medical .......................................................................................................................................
18              17              23
Safety .........................................................................................................................................
30              28              35
Total ...........................................................................................................................................
6,875         6,409         6,715

Labor Relations

As at June 30, 2011, we employed and contracted 6,875 people in South Africa. Approximately 86% of South African
employees are members of trade unions or employee associations. South Africa's labor relations environment remains a platform for
social reform. The National Union of Mineworkers, or NUM, the main South African mining industry union, is influential in the
tripartite alliance between the ruling African National Congress, the Congress of South African Trade Unions, or COSATU, and the
South African Communist Party as it is the biggest affiliate of COSATU. The relationship between management and labor unions
remains cordial. The DRDGOLD/NUM coordinating forum meets regularly to discuss matters pertinent to both parties at a
DRDGOLD SA level, while operations level forums continue to deal with local matters.

On November 19, 2008 the company advised unions of its intention to place on care and maintenance the underground
operations of the ERPM mine, and to proceed with a consultation process in terms of Section 189A of the Labour Relations Act to
determine the future of the mine's 1,700 employees. Underground mining at the ERPM mine was halted on October 31, 2008
when pumping infrastructure could no longer cope with rising underground water levels. On January 20, 2009, the process was
concluded and 1,335 employees were retrenched. A further 105 employees were retrenched in November 2009 following the total
cessation of all underground mining activities at ERPM.
On August 26, 2009, the Company advised unions of its intention to right-size the Blyvoor operations and that Blyvoor
would proceed with a 60-day facilitated consultation process in terms of Section 189A of the Labour Relations Act to determine
the future of affected employees. A combined management/unions task team was appointed to investigate possible cost-reduction
measures at the mine.

On November 9, 2009, the Company announced its intention to apply to the High Court of South Africa for a judicial
management order over the Blyvoor operation after the restructuring process in terms of Section 189A of the Labour Relations
Act failed to deliver the expected turnaround and the mine faced a four-week wage strike by the National Union of Mineworkers
which resulted in decreased production. The result of the process saw 278 employees retrenched.






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In September 2009 the Company signed a two-year wage settlement with the United Association of South Africa
(UASA). In terms of the settlement, employees in the UASA recognition unit at Blyvoor would receive a 6.5% increase, at Crown
a 6% increase and at ERPM a 4% increase. In addition, employees in the UASA recognition unit are eligible for a gold price/profit
linked incentive scheme, in terms of which their overall increases can rise to a total of 15%. The NUM rejected the company’s
offer of a 7% increase for lowest-category employees at Blyvoor and 6.5% for the balance, a 6.0% across-the-board increase at
Crown and a 4% across-the-board increase at ERPM. The NUM also rejected the gold price/profit linked incentive scheme. The
NUM was granted strike certificates in respect of the three operations and strike action started with the night shift on Tuesday,
September 15, 2009.

On October 7, 2009, the Company and NUM reached agreement on a wage settlement at Crown. The agreement was
implemented for a twenty-one month period, with effect from October 1, 2009. In terms of the settlement, employees of all unions
and associations received an 8% increase for year one and will receive a minimum of 8% in year two. The strike by the NUM was
called off and employees returned to work on October 8, 2009. On October 9, 2009, the Company and NUM reached agreement
on a wage settlement at Blyvoor. The agreement was implemented for a period of two years, with effect from July 1, 2009. In
terms of the settlement, employees of all unions and associations received an 8% increase for year one and will receive a
minimum of 8% in year two. The strike by the NUM was called off and employees returned to work on October 11, 2009.
On September 27, 2011, DRDGOLD announced that the Business Rescue Practitioner overseeing business rescue proceedings
at Blyvoor has given notice of Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section 189 (3) of the
Labour Relations Act with the National Union of Mineworkers, or NUM, and United Association of South Africa, or UASA –
The Union, to consider reducing employee numbers by approximately 500 employees. The reason for the need to consider the
reduction is that Blyvoor – under business rescue proceedings in terms of Chapter 6 of the Companies Act since June this year –
has been unable to meet production and financial targets, a situation exacerbated by higher utility costs. Blyvoor is proposing
voluntary separation and application of the principle of “last in, first out” as among the mechanisms to be applied to effect the
required reduction in employee numbers. Measures currently under consideration to achieve a targeted 30% improvement in the
cost of production in R/kg terms, and thus to avoid employee reduction, include:
•     a reduction in overtime expenditure;
     an increase in available work time and subsequent re-organisation of shifts;
•