DURBAN ROODEPOORT DEEP LTD (Form: 20-F, Filing Date: 12/30/2003)

SECURITIES AND EXCHANGE COMMISSION

FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d)

Filing Date: 2003-12-30 | Period of Report: 2003-12-15 SEC Accession No. 0001047469-03-042233

(HTML Version on secdatabase.com)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE o SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ý EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES o EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-28800

DURBAN ROODEPOORT DEEP, 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)

45 EMPIRE ROAD, PARKTOWN, JOHANNESBURG, SOUTH AFRICA, 2193 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Name of each exchange on which Title of each class registered None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

American Depositary Shares (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None (Title of Class)

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, 2003, the Registrant had outstanding 184,222,073 ordinary shares, of no par value.

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 past 90 days. Yes ý No o

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 ý

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

TABLE OF CONTENTS

Page PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

ITEM 3. KEY INFORMATION 1

ITEM 4. INFORMATION ON THE COMPANY 17

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 78

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 97

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 105

ITEM 8. FINANCIAL INFORMATION 110

ITEM 10. ADDITIONAL INFORMATION 111

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 129

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 133

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 133

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF ITEM 14. 133 PROCEEDS

ITEM 15. CONTROLS AND PROCEDURES 133

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 134

ITEM 16B. CODE OF ETHICS 134

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 134

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 134

PART III

ITEM 17. FINANCIAL STATEMENTS 134

ITEM 18. FINANCIAL STATEMENTS 134

ITEM 19. EXHIBITS 135

Preparation of Financial Information

We are a South African company and currently the majority of our operations are located there. Accordingly, our books of account are maintained in South African Rand. Our financial statements attached hereto are presented in United States Dollars and in accordance with generally accepted accounting principles in the United States, or US GAAP, consistently applied. All references to "Dollars" or "$" herein are to United States Dollars, references to "Rand" or "R" are to South African Rand, and references to "A$" are to Australian Dollars.

For the convenience of the reader, certain information in this Annual Report presented in Rand or Australian Dollars has been translated into Dollars. Unless otherwise stated, the conversion rates for currency translations for the 2003 fiscal year are R7.47 per $1.00 and A$1.50 per $1.00, which reflect the noon buying rate in New York City at June 30, 2003. For income statement amounts, the average conversion rate for Rand during the 2003 fiscal year of R9.06 per $1.00 is used. The rates used for currency translations for transactions occurring during the 2002 and 2001 fiscal years are the respective year end exchange rates for balance sheet amounts and the average exchange rate for that year for income statement amounts. By including convenience currency translations in this Annual Report, we are not representing that the Rand or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Australian Dollar amounts actually represent amounts shown in Dollars or that these amounts could be converted at the rates indicated into Dollars.

When used in this Annual Report, the terms "we," "our," or "us" refer to Durban Roodepoort Deep, Limited and its subsidiaries, as appropriate in the context.

This Annual Report contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) 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. When used in this Annual Report, the words "estimate", "project", "believe", "anticipate", "intend", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. For a discussion of such risks, see "Item 3. Key InformationD. Risk Factors." 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 publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof 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.

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 kilometers 1 meter 3.28084 feet 1 foot 0.3048 meters 1 liter 0.26420 gallons 1 gallon 3.785 liters 1 hectare 2.47097 acres 1 acre 0.4047 hectares 1 centimeter 0.39370 inches 1 inch 2.54 centimeters 1 gram/tonne 0.0292 ounces/ton 1 ounce/ton 34.28 grams/tonnes

Glossary of Terms and Explanations

Adularia A transparent or translucent variety of common feldspar. A terms applied to minerals of igneous rock that are not bounded by their Anhedral own crystal faces but which have their outlines impressed upon them by adjacent minerals. A period of the geological time scale between 2.5 and 4.6 billion years Archean ago, the earliest part of the Precambrian. Auriferous Containing gold. Rock consisting of fragments, more or less angular, in a matrix of finer- Breccia grained material or of cementing material. Cash costs are 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 ounce are calculated by dividing cash Cash cost per ounce costs by ounces of gold produced. Cash costs have been calculated on a consistent basis for all periods presented. This is a non-US GAAP measurement typically used in the mining industry and should not be

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document considered a substitute measure of costs and expenses reported by us in accordance with US GAAP. A type of mining in which the ore is blasted and drawn in a manner Caving causing the overhead rock to cave in. A coarse-grained sedimentary rock consisting of rounded or sub-rounded Conglomerate pebbles. A mining method in which a slice of rock is removed after blasting and Cut-and-fill replaced with a slice of fill material to provide workers with a platform to mine the next slice of rock. The minimum in situ grade of ore blocks for which the total cash costs, Cut-off grade excluding overhead costs, are equal to a projected gold price. The steadily declining amount of ore in a deposit or property resulting Depletion from extraction or production. Diorite An igneous rock formed by the solidification of molten material. A term applied to minerals of igneous rocks that are bounded by their Euhedral own crystal faces. Lead sulphide; the principal ore of lead. It is of a bluish gray color and Galena metallic luster and is cubic in crystallization and cleavage. The amount of gold contained within auriferous material generally Grade expressed in ounces per ton of ore. g/t Grams per ton. A plane indicating a particular position in a stratigraphic sequence. This Horizon may be a theoretical surface with no thickness or a distinctive bed. Hanging wall The mass of rock above a geological structure. Igneous rock Rock which is magmatic in origin.

iii

Reserves still in the ground calculated at a realistic stoping width, but not In-situ deposit discounted for mining efficiencies. Rock which while molten, penetrated into or between other rocks but Intrusive solidified before reaching the surface. Life of mine Projected life of a mining operation based on the proven ore reserves. A processing plant (mill) erected to treat ore and extract the contained Metallurgical plant gold. That portion of a mineral deposit for which extraction is technically and Mineable economically feasible. A epoch of the upper Tertiary period, spanning the time between 23.8 Miocene and 5.3 million years ago. Mt Million tons. A mixture of valuable and worthless minerals from which the extraction Ore of at least one of the minerals is technically and economically viable. The minimum in situ grade of ore blocks for which total cash costs, Pay limit including all overhead costs, are equal to a projected gold price per ounce. oz/t Ounces per ton. A metamorphic rock consisting primarily of quartz grains, formed by the Quartzite recrystallization of sandstone.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A gold-bearing sedimentary horizon, normally a conglomerate band, that Reef may contain economic levels of gold. Refining The final purification process of a metal or mineral. The process of restoring mined land to a condition approximating its original state. In South Africa, reclamation standards are determined and Rehabilitation audited by the South African Department of Minerals and Energy and address ground and surface water, topsoil, final slope gradients, waste handling and revegetation issues. The finely ground rock from which valuable minerals have been Sand dump extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals. Formed by the deposition of solid fragmental material that originates Sedimentary from weathering of rocks and is transported from a source to a site of deposition. An opening cut downwards from the surface for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation Shaft and as an auxiliary exit. It is equipped with a surface hoist system that lowers and raises a cage in the shaft, transporting equipment, personnel, materials and ore. A shaft generally has more than one compartment.

A mining method in which a small percentage of the broken ore is drawn as the mining progresses to make room for subsequent mining activities. Shrinkage stoping Most of the blasted ore is left to accumulate in the stope and is drawn after the stope is completely mined. The fraction of tailings discharged from a processing plant after the Slimes valuable minerals have been recovered. The localized failure of part of the slimes dam wall caused by a build up Sloughing of water within the dam. Sphalerite Zinc sulphide. Stope Underground production working area. A method of mining in which the ore is blasted, and drawn off as it is Sub-level stoping blasted, leaving an open stope. Finely ground rock from which valuable minerals have been extracted by Tailings milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals. A dam created from waste material of processed ore after the Tailings dam economically recoverable gold has been extracted. Telluride A rare nonmetallic element, analogous to sulphur and selenium. Quantities where the ton is an appropriate unit of measure. Typically Tonnage used to measure reserves of gold-bearing material in-situ or quantities of ore and waste material mined, transported or milled. Total costs is a non-U.S. GAAP measurement that represents the full amount of costs incurred and represents the difference between revenues Total cost per ounce from gold bullion and related by-products delivered to refineries and profits or losses before taxation. Total costs per ounce are calculated by dividing total costs by ounces of gold produced. Tpm Tons per month.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A mining method in which the drilled and blasted ore gravitates into Up-dip mining slushers or gullies leaving an open space. This is normally used in narrow reefs which dip at not more than 25 degrees. Waste rock Low grade ore bearing rock not previously processed. Governmental body funded by public money that does water research Water Research Commission projects often in association with universities. The amount of recovered gold from production generally expressed in Yield ounces per ton of ore.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following selected consolidated financial data as of June 30, 2003 and 2002 and for the years ended June 30, 2003, 2002 and 2001 are derived from our consolidated financial statements set forth elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States. These consolidated financial statements have been audited by KPMG Inc. as of and for the year ended June 30, 2003 and Deloitte & Touche as of June 30, 2002 and for the years ended June 30, 2002, and June 30, 2001, whose reports with respect to these financial statements appears elsewhere in this Annual Report. The selected consolidated financial data as of June 30, 2001, 2000 and 1999 and for the years ended June 30, 2000 and 1999 are derived from audited consolidated financial statements not appearing in this Annual Report which have been prepared in accordance with generally accepted accounting principles in the United States. 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.

Selected Consolidated Financial Data (in thousands, except share, per share and ounce data)

Year ended June 30,

2003 2002 2001 2000 1999

$ $ $ $ $

Statement of Operations Data Revenues 265,944 303,858 291,325 327,568 173,184 Total costsexcluding tax and minority interest 212,805 398,431 383,069 500,035 183,494 Profit/(loss) before taxes & minority interest 53,139 (94,573) (91,744) (172,467) (10,310) Income and mining tax (expense)/ benefit (41,765) 42,864 7,005 1,724 (464) Minority interest 258 (76)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Net profit/(loss) applicable to common shareholders 11,374 (51,709) (84,481) (170,819) (10,774) Basic profit/(loss) per share (cents) 6 (32) (63) (164) (18) Diluted profit/(loss) per share (cents) 4 (32) (63) (164) (18) Number of shares in issue at year end 184,222,073 177,173,485 154,529,578 120,990,746 61,661,112

Balance Sheet Data Net assets/(liabilities) 5,236 (15,471) (20,567) 29,463 114,167 Cash and cash equivalents 44,423 23,852 13,889 13,786 13,685 Working capital 2,419 (34,311) (16,500) (35,059) 501 Total assets 228,418 197,306 193,621 232,597 186,569 Long term loans (63,149) (25,368) (7,273) (15,589) (5,910) Stockholders' (equity)/deficit (5,236) 15,471 20,567 (29,463) (114,167) Total liabilities and shareholders' equity 228,418 197,306 193,621 232,597 186,569

Non-U.S. GAAP Financial Data Cash costs per ounce 303 212 232 267 246 Total costs per ounce 268 388 360 441 290

Total Costs and Cash Costs

Total costs is a non-U.S. GAAP measurement that represents the full amount of costs incurred and represents the difference between revenues from gold bullion and related by-products delivered to refineries and profits or losses before taxation and includes the effects of any changes in accounting policy. Total costs per ounce are calculated by dividing total costs by ounces of gold produced.

Cash costs are costs incurred directly in the production of gold and include labor costs, contractor and other related costs, inventory costs and electricity costs. Although described as "cash" costs, this measure is computed under the accrual method of accounting required under U.S. GAAP, but excludes certain non-cash amounts, such as depletion, depreciation and amortization, which are required to be included in measures computed under U.S. GAAP. Cash costs have been calculated on a consistent basis for all periods presented.

Cash costs should not be considered by investors as an alternative to net operating income or net profit applicable to common stockholders or as an alternative to other U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. However, we believe that cash costs and cash costs per ounce are useful indicators to investors and management of the performance of individual mines and our operations as a whole, as they provide:

an indication of a mine's profitability and efficiency;

the trend in costs as the mine matures;

a measure of a mine's gross margin per ounce, by comparison of the cash costs per ounce by mine to the price of gold;

an internal benchmark of performance to allow for comparison against other mines; and

a basis for benchmarking against other mining companies with similar assets.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the annual planning process, cash cost per ounce targets are set for each month by our board of directors. These targets are adjusted for changes in exchange rates on a monthly basis. Variances are analyzed monthly, taking into account volume changes, production and labor efficiencies, price variances and changes of scope. For negative variances, a plan of action is agreed upon by management to address the situation.

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

Year ended June 30, Costs 2003 2002 2001 2000 1999 Labor 42% 41% 32% 36% 41% Contractor Services 22% 20% 35% 17% 19% Inventory 25% 26% 22% 32% 24% Electricity 11% 13% 11% 15% 16%

Cash costs do not include certain factors that bear on our overall financial performance, including gains and losses on financial instruments, depreciation and amortization and selling, administration and general charges.

A reconciliation of cash costs to total costs for each of the five periods included in the table above is presented below. In addition, the table below also provides a reconciliation of cash costs per ounce to total costs per ounce for each of those periods.

Year ended June 30,

2003 2002 2001 2000 1999

$ per $ per $ per $ per $ per $ 000's $ 000's $ 000's $ 000's $ 000's ounce ounce ounce ounce ounce

Total costs 212,805 268 398,431 388 383,069 360 500,035 441 183,494 290 Adjustments Finance costs (6,909) (9) (2,385) (2) (5,573) (5) (6,577) (6) (2,333) (4) Non-operating income 19,932 25 2,786 3 4,699 4 3,579 3 4,562 7 Selling, administration and general charges (10,828) (13) (13,254) (13) (33,845) (32) (39,195) (35) (12,238) (19) Other operating costs 24,961 32 (167,522) (163) (101,252) (95) (154,358) (136) (17,707) (28)

Cash costs 239,961 303 218,056 212 247,098 232 303,484 267 155,778 246

Total Ounces produced 792,996 1,027,440 1,063,609 1,134,623 632,822

The strengthening of the Rand against the Dollar and inflationary pressures on our costs have resulted in an increase in our cash costs per ounce figure to $303 per ounce in fiscal 2003 from $246 in 1999.

Our total cost per ounce of gold decreased to $268 in fiscal 2003 from $290 in fiscal 1999. This decrease is due to the fair value adjustment on our financial instruments, as well as foreign exchange gains or losses in 2003.

The increase in total cost per ounce of gold in fiscal 2000 was the result of impairments in our financial statements taken in connection with the Hargraves transaction as well as aborted acquisition cost related to the Rawas transaction.

B. CAPITALIZATION AND INDEBTEDNESS

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable

D. RISK FACTORS

In addition to the other information included in or incorporated by reference into this prospectus, the considerations listed below could have a material adverse effect on our business, financial condition or results of operation, resulting in a decline in the trading price of our notes, ordinary shares or ADSs. The risks set forth below comprise all material risks currently known to us. However, there may be additional risks that we do not currently know of or that we currently deem immaterial based on information available to us.

Risks Relating to Us

We have a history of losses and may continue to incur losses in the future.

Although we generated a profit of $11,374,000 for fiscal 2003, we incurred net losses of $51,709,000 for fiscal 2002 and $84,481,000 for fiscal 2001. We may continue to incur substantial losses in the future. Our profit during fiscal 2003 would have been lower if we had not experienced a 13% increase in the Dollar price per ounce of gold. Furthermore, the net losses that we incurred during fiscal 2002 would have been greater had we not experienced a 2% rise in gold prices and a 27% devaluation of the Rand against the Dollar during fiscal 2002, factors which were beyond our control. Our revenues and income are dependent on many factors such as:

changes in the market price of gold;

changes in the Rand/Dollar exchange rate;

our levels of gold production;

our ability to control production costs;

the emergence of unforeseen liabilities; and

changes in market interest rates.

Changes in the market price for gold, which in the past has fluctuated widely, affect the profitability of our operations and the cash flows generated by those operations.

Substantially all of our revenues come from the sale of gold. Thus, the market price of gold has a significant effect on our results of operations, our ability to pay dividends and undertake capital expenditures, and the market price of our notes, ordinary shares and ADSs.

Historically, the gold price has fluctuated widely and is affected by numerous industry factors over which we have no control, including:

actual, expected or rumored purchases and sales of gold bullion holdings by central banks or other large gold bullion holders or dealers;

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; and

interest rates.

The following table shows the average, high and low London Bullion market price of gold in dollars during the last three fiscal years:

Year ended June 30,

2003 2002 2001 Average $ 334 $ 296 $ 269 High 382 327 291 Low 302 265 260

In addition, the current demand for and supply of gold affects the price of gold, but not necessarily in the same manner, as current demand and supply affect the prices of other commodities. Since the potential supply of gold (including quantities held by governments and others) is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or the gold price.

We do not intend to enter into forward sales of gold. Therefore, we will not be protected against decreases in the gold price. If the gold price should fall 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.

Because we operate primarily in South Africa and most of our production costs are in Rand, while gold is generally sold in Dollars, our operating results or financial condition could be materially harmed by an appreciation in the value of the Rand.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Gold is sold throughout the world principally in Dollars, but our operating costs are incurred principally in Rand. As a result, any significant and sustained appreciation of the Rand against the Dollar may, in Dollar terms, materially increase our costs and reduce revenues.

The Rand has experienced significant depreciation against the Dollar in recent years, with the Rand depreciating by approximately 58.6% during 2001. The long-term trend of depreciation of the Rand against the Dollar may not continue. In fiscal 2003, the Rand appreciated against the dollar by 27.9%. If the appreciation trend for the Rand continues, this change could increase our costs and reduce our revenues and profitability.

Since the determination of the exchange rate of the Rand is primarily tied to market forces, its value at any time cannot be considered a true reflection of underlying value so long as the exchange controls implemented by the South African government exist. We have no foreign exchange hedging contracts to offset currency fluctuations.

Because we rely on three mining operations for substantially all of our revenues and cash flow, our business will be harmed if one or more of those operations are negatively impacted.

Gold production at our North West and Blyvoor operations together accounted for approximately 90% of our total gold production in fiscal 2003 and 77% in fiscal 2002. This increase is due to the sale of 60% of the Crown Section to KBH on July 1, 2002. These mines are regarded as older, higher cost, lower-grade gold producers. Our ability to identify ore reserves that can be mined economically and to maintain sufficient controls on production and other costs will have a material influence on the future viability of these mines. On July 21, 2003, we entered into a 60-day review period on the North West Operations designed to restore the operations to profitability. On August 25, 2003, management announced a proposal to meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy for their input.

An agreement was reached with all labor organizations and the process was finally completed on September 21, 2003, with some 3,000 employees retrenched at a cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a `care and maintenance' program. This resulted in a 5% reduction of the planned production profile at the North West Operations.

Any further negative developments affecting these operations (such as seismic events, underground fires and labor interruptions) could cause our results of operations, cash flows and the price of our securities to decline.

We may incur increased costs or lose opportunities for gains as a result of our agreement with Eskom.

In October 2000, we entered into a five year contract to buy electricity from Eskom. Under the terms of our agreement, we pay Eskom a standard electricity tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month- period starting in October we adjust the cost incurred in that period in accordance with an established formula based on the gold price.

If the price of gold rises significantly in Rand terms, it could deprive us of an opportunity to recognize gains and could increase the cash cost of electricity to us. Significant increases in the costs of our electricity would increase our production costs and decrease our profitability. At June 30, 2003, when the gold price was $346.00 per ounce and the Rand/Dollar exchange rate was R7.47, the fair value of our Eskom position was negative $30.9 million.

Because we do not use forward contracts to protect against low gold prices with respect to most of our production, we are exposed to the impact of any significant drop in the gold price.

Other than our agreement with Eskom, we do not intend to enter into new forward contracts to reduce our risk of exposure to volatility in the gold price. A forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until settlement date, which normally takes place at maturity date. These contracts

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document can be either physically settled by delivering the underlying asset or net cash settled. Accordingly, generally, if the gold price decreases significantly we will realize reduced revenues.

Following the sale of 60% of our interest in Crown Gold Recoveries (Pty) Ltd, or CGR, we no longer have full management control over the operations at the Crown Section.

On July 1, 2002, we sold 60% of our interest in CGR for R105 million ($10.1 million). Prior to the sale, CGR was wholly-owned by Crown Consolidated Gold Recoveries Ltd, or Crown, our wholly-owned subsidiary. Accordingly, we no longer exercise full board control over the Crown Section and cannot unilaterally cause CGR to adopt a particular budget, pay dividends or repay its indebtedness, including debt held by us. Because we do not have board control over CGR, its current management may not continue to manage CGR in a manner that is favorable to us. Decisions which reduce gold production, revenues or profitability at CGR, over which we have no control, may serve to reduce our cash flows and decrease our profitability.

The acquisition of East Rand Proprietary Mines Ltd, or ERPM, by CGR, our 40% owned company, is subject to risks and uncertainties which could have a material adverse effect on CGR and, accordingly, on our results of operations.

In October 2002, CGR purchased ERPM, a South African gold mining company. CGR acquired ERPM as is, without indemnification for any disclosed or undisclosed liabilities, which could ultimately have a material adverse effect on CGR's results of operation and financial condition by requiring CGR to incur significant financial obligations to satisfy any liability. ERPM is exposed to all the risks applicable to a mining operation in the ordinary course. 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. ERPM's business could suffer if such activities are repeated. Additionally, there is a regular ingress of water into the underground workings of ERPM, and the failure of the mine's pumping operations or the installed plugs could result in significant flooding. This flooding could result in ERPM incurring significant financial liability which would increase its costs and reduce its profitability.

Additionally, Jetvac CC has instituted proceedings against ERPM claiming R21.5 million ($2.0 million) in a dispute under a stope vacuuming contract. If Jetvac CC is successful in its claim, payment of this amount to Jetvac CC could reduce ERPM's profitability. Because we own an interest in ERPM through CGR, the occurrence of these events could also reduce our profitability.

Our production costs may fluctuate and have an adverse effect on our results of operations.

Our historical production costs have varied significantly and we cannot predict what our production costs may be in the future. Production costs are affected by, among other things:

labor stability, lack of productivity and increases in labor costs;

unforeseen changes in ore grades and recoveries;

unexpected changes in the quality or quantity of reserves;

unstable or unexpected ground conditions with seismicity;

environmental and industrial accidents;

permitting requirements;

gold theft;

environmental factors; and

pollution.

Any material increase in our production costs will likely reduce our profitability which would have a negative impact on our results of operations.

We may experience problems in managing new acquisitions and integrating them into existing operations which could have a material adverse effect on us.

Our objective is to grow our business by improving our existing operations as well as through acquisitions. Our success at completing any acquisitions will depend on a number of factors, including, but not limited to:

identifying acquisitions which fit our strategy;

negotiating acceptable terms with the seller of the business to be acquired; and

obtaining approval from regulatory authorities in South Africa and the jurisdiction of the business to be acquired.

If we do make any acquisitions, any positive effect on our results will depend on a variety of factors including:

assimilating the operations of an acquired business in a timely and efficient manner;

maintaining our financial and strategic focus while integrating the acquired business;

implementing uniform standards, controls, procedures and policies at the acquired business; and

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.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As a marginal producer, we tend to acquire marginal mines with high production costs and low returns. We may not be able to reduce these production costs or increase the returns on these mines in the short to medium term due to:

high employment costs;

accessibility of reserves on an economically feasible basis;

unexpected technical difficulties; and

inability to extend life of mine.

Acquiring additional businesses could place increased pressure on our cash flow if such acquisitions are accomplished by applying cash. The integration of our existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation will require us to incur significant costs in connection with, among other things, implementing financial and planning systems. We may not be able to integrate the operations of the recently acquired subsidiary companies or restructure our previously existing operations without encountering difficulties. In addition, this integration and restructuring may require significant attention from our management team, which may detract attention from our day-to-day business. Over the short-term, difficulties associated with integration and restructuring could result in decreased production, increased costs and decreased profitability. Also, if we are unable to successfully acquire additional businesses, we may have to continue to rely on our Harties, Buffels and Blyvoor operations, which are regarded as older, higher cost, lower-grade gold producers, for substantially all of our revenues and cash flows.

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

Like a number of other mining companies in South Africa, we have received financial assistance from the South African government for the pumping of extraneous water from underground mine workings in the past. However, the South African government withdrew their pumping subsidy effective April 1, 1998. With the withdrawal of the pumping subsidy, and due to the low gold price, we made the decision to cease underground operations at the Durban Deep and West Wits Sections in August 2000. During fiscal 1998 we received $1.0 million in pumping subsidies and $0.8 million in fiscal 1997, compared to total revenue of $157.7 million in fiscal 1998 and $61.7 million in 1997. We expect that the progressive flooding of both the western and central basin, where these operations are located, will eventually cause the discharge of polluted water to the surface and to local water sources. Flooding of the central basin and the western basin in the area where we have ceased mining operations may cause environmental damage for which we and other parties may be liable. We cannot estimate the amount of any potential liability to us. However, in the event of joint and several liability the amounts could be significant. The incurrence of significant financial liability could increase our costs and reduce our profitability.

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 Mark Wellesley-Wood, our Executive Chairman. 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 prevent us from executing our business plans. If we are unable to execute our business plans, our production may decrease, costs may increase and profitability may be reduced.

We may become subject to liability for pollution or other hazards against which we have not insured or cannot insure, including those in respect of past mining activities. Our existing property and liability insurance contains exclusions and limitations on coverage. We have coverage in the amount of R5,929 million ($794 million) for assets and R2,795 million ($374 million) for loss of profits due to business interruption. These policies are limited by initial deductible amounts covering loss of surface and underground assets, losses due to seismic events and machinery breakdown. Business interruption is only covered after an initial period. The deductible amounts vary, between $1 million and $2 million for each type of loss. Claims for each and every event are limited by South African insurers to $24 million (except engineering which is limited to $48 million) and by overseas insurers in a range from $9.6 million to $96 million. In addition, we have experienced large increases in our insurance premiums recently, and insurance may not continue to be available at economically acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us, including claims for environmental or industrial accidents or pollution, for which coverage is not available. If we are required to meet claims which exceed our insurance coverage, our costs may increase which could decrease our profitability.

AIDS poses risks to us in terms of productivity and costs.

Acquired Immune Deficiency Syndrome, or AIDS, represents a very serious threat to us and the mining industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present. However, it is estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the mining industry workforce in South Africa is approximately 30%. Reductions in productivity and increases in medical costs would reduce our production and profitability.

Risks Related to Our Industry and to Doing Business in South Africa and Papua New Guinea

Our gold reserve figures are estimates based on a number of assumptions and may yield less gold under actual production conditions than we currently estimate.

Our ore reserves figures are estimates which may not reflect actual reserves or future production. 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 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 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. Additionally, 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 in any particular period.

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.

Exploration for gold is highly speculative in nature. 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. 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. Our mineral exploration rights may not contain commercially exploitable reserves of gold. Uncertainties as to the metallurgical recovery of any gold discovered may not warrant mining on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incidental to exploring for and developing mineral properties, such as:

encountering unusual or unexpected formations;

personal injury and flooding; and

decrease in reserves due to a lower gold price.

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 will use the evaluation work 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 whether or not the deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of our properties.

If management determines that capitalized costs associated with any of our gold interests are not likely to be recovered, we would incur a writedown on our investment in that interest. All of these factors may result in losses in relation to amounts spent which are not recoverable.

In particular, we estimate that approximately R7.5 billion ($1 billion) will be required to complete the first stage of the Argonaut Project, known as the Central Shaft. The current exploration and feasibility study will require approximately R500 million ($66.9 million) to complete which includes R200 million ($26.8 million) needed to complete the initial seismic survey. We may not be able to raise the finances required to complete these activities.

Depending on the capital required, we may seek third party financing to fund the development of our exploration projects that we believe have the potential to be profitable. Our ability to obtain outside financing will depend upon the price of gold and the industry's perception of gold's future price and other factors outside of our control. Such third party financing may not be available to us on acceptable terms, or at all.

Due to the nature of mining in South Africa and the type of gold mines we operate, we face a material risk of liability, delays and increased production costs from environmental and industrial accidents and pollution.

The business of gold mining in South Africa, by its nature due to deep underground mining as compared to other gold mining countries, involves significant risks and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with our underground mining operations include:

rock bursts;

seismic events;

discharges of gases and toxic chemicals;

underground fires and explosions, including those caused by flammable gas;

cave-ins or falls of ground;

flooding;

sinkhole formation and ground subsidence;

other accidents and conditions resulting from drilling, blasting and removing and processing material from an underground mine; and

accidents associated with transportation.

Hazards associated with our open pit mining operations include:

flooding of the open pit;

collapses of the open pit walls;

accidents associated with the operation of large open pit mining and rock transportation equipment;

accidents associated with the preparation and ignition of large scale open pit blasting operations;

production disruptions due to weather; and

hazards associated with processing, such as groundwater and waterway contamination.

Hazards associated with our rock dump mining and tailings disposal include:

accidents associated with operating a rock dump and rock transportation;

production disruptions due to weather;

collapses of tailings dams; and

ground and surface water pollution.

We are at risk of experiencing any and all of these environmental or other industrial hazards. In particular, due to the extreme depth of the Argonaut Project we could face heightened risks due to heat, seismicity and rock stresses. The occurrence of any of these hazards could delay production, increase production costs and result in liability for us.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Government policies aimed at vesting the custodianship of mineral resources in the State in South Africa may adversely impact our operations and profits.

Surface Right Permits

In South Africa, surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and ancillary to mining which supercedes the rights of third party ownership of the surface. To the extent that rights to any surface infrastructure or surface use is not held by us or any of our subsidiaries under a surface right permit then we will have to rely on surface ownership or we must reach an agreement with the owner of the surface for such surface use or surface infrastructure.

Government Regulation and Legal Proceedings

Our activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mining properties, but also the possible effects of such activities upon the environment. Permits from a variety of regulatory authorities are required for many aspects of mine operations and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of our properties. The extent of the adverse financial impact cannot be predicted.

The Mineral and Petroleum Resources Development Act, 2002

Our rights to own and exploit our mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of our mineral reserves and deposits are located in South Africa.

In October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by parliament in June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be sometime in 2004. Until then, the existing regulatory regime for mineral rights will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

The Act vests custodianship of South Africa's mineral resources in the State which will issue prospecting rights or mining rights to applicants in the future. The existing common law prospecting, mining and mineral rights will cease to exist but transitional arrangements are provided in order to give holders of existing rights the opportunity to acquire new rights.

Where we hold mineral rights and mining authorizations and conduct mining operations on the date on which the Act comes into effect, we will be able, within five years from the date of effectiveness of the Act, to submit the old rights and authorizations for conversion to a new mining right. We will need to submit a mining work program to substantiate the area and period of the new right, and also to comply with the requirements of the Charter discussed below. A similar procedure applies where we hold prospecting rights and a prospecting permit and conduct prospecting operations, but we must apply for a conversion to a new prospecting right within the two years from the date of effectiveness of the Act for which purpose a prospecting work program must be submitted. Where we hold unused rights however, we will have one year to apply for new prospecting rights or mining rights, the requirements of which are more stringent than for conversion, and involve non-concentration of resources, fair competition, no exclusionary effects, and proof of financial and technical ability.

If we do not acquire new rights under the Act, we would be entitled to claim compensation from the State if we can prove that thereby our property has been expropriated as provided for under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal debate and which are likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress and reform which could have the effect of reducing the compensation.

Even where the new rights are obtained under the Act, these rights will not be equivalent to the existing rights. The area covered by the new rights may be reduced by the State if it finds that the prospecting or mining work programs submitted by an applicant do not substantiate

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the need to retain the area covered by the old right. The duration of the new rights will no longer be perpetual but rather, in the case of new mining rights, 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. The Act provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions, such as non-concentration of resources, fair competition, and

non-exclusion of others. In addition, the new rights will be transferable subject to the approval of the Minister of Mines, or the Minister. Mining or prospecting must be conducted continuously and actively thereafter.

The implementation of the Act may result in significant adjustments to our property ownership structure, which could have a material adverse effect on our financial condition and results of operation.

The new rights can be suspended or cancelled by the Minister on breach of or, in the case of mining rights, on non-optimal mining in accordance with the mining work program.

The new rights will be subject to a royalty payable to the State, calculated on gross revenue as proposed in the draft Royalty Bill, 2003, which was released in March 2003 for comment, and which proposes a quarterly royalty payment of three percent of gross revenue in the case of gold. As proposed, royalty payments will commence upon the conversion and granting of a new mining right.

The Act calls for a Broad Based Socio-Economic Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has largely been agreed with mining industry representatives (including us), and with representatives of other stakeholders. The Charter's stated objectives include;

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.

The Charter requires that each mining company 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. It contemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on a willing seller/willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving 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. 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 Charter. The draft scorecard was published by the government in February 2003. Failure to comply with the requirements of the Charter could result in the suspension or cancellation of one or more of our licenses or cause us to be subject to fines.

The loss of any rights or the refusal of a substituted rights could prevent us from continuing to mine at an operation. This could reduce our production capacity and profitability.

Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and new South African labor laws.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We currently employ and contract approximately 19,000 people in South Africa, of whom, approximately 65% are members of trade unions or employee associations. This includes all employees of CGR and employees at ERPM. Accordingly, we are at risk of having our production stopped for indefinite periods due to strikes called by unions and other labor disputes. In South Africa, in addition to strikes, on occasion we experience work stoppages based on national trade union "stay away" days regardless of the state of our relations with workforce. We have entered into various agreements regulating wages and working conditions at our South African mines through June 30, 2005 at which time we will need to re-negotiate these agreements. Significant labor disruptions may reduce our

production and cause us to incur significant costs which could reduce our profitability. We are not able to predict whether we will experience significant labor disputes in the future.

In recent years, labor laws in South Africa have significantly changed in ways that 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.

Our operations in South Africa and Papua New Guinea are subject to extensive regulations which could impose significant costs and burdens.

Environmental

Our South African operations are subject to various environmental laws and regulations including, for example, those relating to water management, waste treatment, emissions and disposal, and must comply with permits or standards governing, among other things, tailings dams and waste disposal areas, water use, air emissions and water discharges. We may, in the future, incur significant costs to comply with the South African environmental requirements imposed under existing or new legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. Also, we may be subject to litigation and other costs as a result of environmental rights granted to individuals under South Africa's Constitution or other sources of rights. These costs could reduce our profitability.

The Blyvoor Section has its own unique environmental risks, due to its dolomitic geology, sinkholes and subsidences which require remediation using appropriate cost-effective filling techniques.

Additionally, two of our operations have to pump mine water to the surface. The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. We have not conducted an assessment of the full scope of such potential environmental damage, nor are we aware to what extent we may be liable for such damage, if any, resulting from continued or previous flooding of our mines, including the affected mines or other mines not currently experiencing flooding problems.

The Argonaut Project will, if it is developed, be situated below the southern Johannesburg metropolitan area. Recently, local opposition groups in South Africa have managed to delay or prevent operations of other extractive enterprises. Because of this, it is possible that public opposition to the project could delay our application for the necessary permits or prevent the implementation of the project.

The Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river system in accordance with a permit issued by the Papua New Guinea Department of the Environment. Due to the elevated concentrations of heavy metals naturally occurring in the ore, in particular lead, mercury and arsenic, discharges are monitored closely in accordance with the terms of an environmental monitoring program. Cyanide associated with the tailings deposited is detoxified and cyanide levels are monitored daily. However, should we be unable to control the cyanide, the increased levels of

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cyanide could pose potential adverse health risks to the surrounding communities and may result in us violating our mining permit conditions under the PNG Environmental Act 2000 and Regulations 2000 and may expose us to civil and criminal liability when this legislation comes into effect. However, we have encountered local opposition from indigenous peoples and landowners regarding our discharge of

tailings. This opposition could cause delays or stoppages which could reduce our production capacity and results of operations.

South African mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. In addition, during the operational life of their mines, they must provide for the cost of mine closure and post-closure rehabilitation and monitoring once mining operations cease. We fund these environmental rehabilitation costs by making contributions into environmental trust funds established for each of the operations, which amounts are approved by the authorities. As of June 30, 2003, we had a total of $17.9 million invested in the funds. Changes in legislation or regulations (or the approach to enforcement of them) or other unforeseen circumstances may cause us to incur additional future environmental expenditures or increase the level or accelerate the timing of our provisioning for these expenditures.

In the future, compliance with the Mine Health and Safety Act, 1996 (as amended) and the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), may require significant expenditures which could reduce our profitability.

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 in 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 mineral reserves located there.

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

We are incorporated and own significant 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 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 and unemployment. 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.

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 reserves have been relatively low. In the late 1980s and early 1990s, inflation in South Africa reached record highs. This increase in inflation resulted in considerable year on year increases in operational costs. In recent years, the inflation rate has decreased and as of September 2003 the inflation rate stood at 3.7%. A return to significant inflation in South Africa, without a concurrent devaluation of the Rand or an increase in the price of gold, could result in an increase in our costs which could reduce our profitability.

There has been regional political and economic instability recently in neighboring Zimbabwe. Any similar political or economic instability in South Africa could have a negative impact on our ability to manage and operate our South African operations which could result in an increase in our costs and a decrease in our production and profitability.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our ability to conduct business outside South Africa could be materially constrained by South African exchange control regulations.

South Africa's exchange control regulations restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland, known collectively as the Common Monetary Area. Transactions between South African residents (including companies) and non-residents of the Common Monetary Area are subject to exchange controls enforced by the South African Reserve Bank. As a result, our ability to raise and deploy capital outside the Common Monetary Area is restricted. In particular, we are:

generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the South African Reserve Bank;

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

limited in our ability to utilize the income of one foreign subsidiary to finance the operations of another foreign subsidiary.

These restrictions could prevent us from obtaining adequate funding on acceptable terms for our acquisitions and exploration projects outside South Africa.

An acquisition of non-South African shares or assets, or South African shares or assets from a non-South African, by South African resident purchasers is subject to exchange control regulations and may not be granted regulatory approval.

Potential acquisitions of non-South African shares, or assets or South African shares or assets from a non-South African by South African resident purchasers, are subject to prior approval by the South African Reserve Bank, or SARB, pursuant to South African exchange control regulations. The SARB may refuse to approve such proposed acquisitions by us in the future. As a result, our management may be limited in its ability to consider strategic options and our shareholders may not be able to realize the premium over the current trading price of our ordinary shares which they might otherwise receive upon such an acquisition.

Political or economic instability or difficulties in Papua New Guinea may reduce our production and profitability.

In Papua New Guinea, there is a greater level of political and economic risk as compared to South Africa. For example, open pit operations at the Porgera mine have been temporarily suspended in the past due to interruptions in the electrical power supply as a result of election related vandalism. There is also a risk that social unrest and government intervention could be exacerbated during the mine closure process. The Porgera mine's infrastructure including power, water and fuel may be at risk of sabotage. Porgera has extensive community relations and security groups to anticipate and manage social issues that may arise because of the evolving nature of its community.

Also, the Porgera mine has, on a number of occasions, experienced delays in the granting of operating permits and licenses, necessary for this mine to conduct its lawful operations. Although there has never been an interruption to operations due to an issue of this nature, if at any time in the future permits essential to lawful operations are not obtained or exemptions not granted, there is a risk that the Porgera mine may not be able to operate for a period of time. Future government actions cannot be predicted but may impact on the operations and regulation of mines including Porgera.

Any suspension of operations at the Porgera mine would decrease our production and profitability.

Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We are incorporated in South Africa. Substantially all of our directors and executive officers (and certain experts named herein) reside outside of the United States. Substantially all of the assets of these persons and substantially all of our assets are also located outside the United States. As a result, it may not be possible for investors to effect service of process on these persons or us within the United States or to enforce a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof against these persons or us. 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 been prescribed;

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 the documents initiating the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel 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. An original action based on United States federal securities laws cannot 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.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Durban Roodepoort Deep, Limited is a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of the North West Operations, the Blyvoor Section and our 40% interest in the Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa. Gold currently accounts for more than 14% of the value of total South African exports. South Africa is the world's largest producer of gold, with an annual production of more than 400 tons according to the World Gold Council.

Our registered office and business address is 45 Empire Road, Parktown, Johannesburg, South Africa, 2193. The postal address is P.O. Box 390, Maraisburg 1700, South Africa. Our telephone number is (+27 11) 381-7800 and our facsimile number is (+27 11) 482-4641. We are registered under the South African Companies Act, 1973 (as amended) under registration number 1895/000926/06. For our ADRs, the Bank of New York, 101 Barclay Street., New York, NY 10286 has been appointed as agent.

We are a public company, formed on February 16, 1895 and our shares were listed on the Johannesburg Securities Exchange, or JSE, that year. In 1898, our milling operations commenced with 30 stamp mills. In that year, we treated 38,728 tons of ore and produced 22,958 ounces of gold. We have focused our operations on the West Witwatersrand basin which has been a gold production region for over 100 years. The Blyvoor Section and North West Operations, which is comprised of the Buffels Section and Harties Section, are predominantly underground operating mines located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing quartz pebble conglomerates in addition to certain surface sources. The Crown Section, also located within the Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of previous mining operations.

Our operational focus is to increase production, improve productivity and reduce costs. With the appreciation of the Rand against the Dollar, our cash costs for fiscal 2003 increased to $303 per ounce of gold from $212 per ounce of gold in fiscal 2002. Prior to fiscal 2003, our cash costs decreased from an average of $267 per ounce of gold in 2000 to $212 per ounce of gold in 2002. Our total costs per ounce have decreased from an average of $290 per ounce in fiscal 1999 to $268 per ounce in fiscal 2003. The decrease is primarily attributable to an increase in the profit on financial instruments. Since 1997, our production has increased from less than 170,000 ounces per year to 792,996 ounces in fiscal 2003. We currently process approximately 0.26 million tons of ore per month from underground operations with an average recovery of 0.183 ounces of gold per ton of ore. Surface production is derived from tailings dams and waste rock of approximately 0.4 million tons per month with an average recovery of 0.021 ounces of gold per ton of ore processed.

Available attributable proven and probable reserves as of June 30, 2003 were estimated at 15.8 million ounces, as compared to approximately 16.3 million ounces at June 30, 2002 representing a 3% decrease. The decrease is primarily due to production during the year and the sale of 60% of CGR effective July 1, 2003. We seek to increase our reserves through development and to acquire additional new reserves through acquisitions. Our metallurgical plants have a combined throughput capacity of 24 million tons per annum.

We have had a number of changes in management and in the composition of our board of directors during the last year. Our reorganized management team has made important changes to our business, most notably, a major restructuring of our hedge book. We have embraced the South African government's drive for black economic empowerment and concluded a transaction with Khumo Bathong Holdings (Pty) Ltd, or KBH, involving the sale of a 60% share of our interest in CGR. We

also took positive steps to start growing our asset base and making our production profile more sustainable. For example we accelerated our exploration programs at the Tolukuma and Harties Sections. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

As a result of the increase in our proven and probable reserves since fiscal 2001, the life at the Blyvoor Section has been extended from 12 to 20 years; the life at the Buffels Section is eight years, and the Harties Section now has a life of fifteen years compared with less than 18 months when we acquired it in 1999. We believe the results are indicative of our focus and strategy under our reorganized management team.

In 1992, our holding group (Rand Mines) was restructured and a new company, Randgold & Exploration Company Limited, or Randgold, was formed to provide management services to our gold mines.

During 1996, we acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Witwatersrand Gold Mines Ltd or West Wits, in exchange for an aggregate of 1,846,087 ordinary shares. Simultaneously with this transaction, we acquired the Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited and the entire issued capital and shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

Also during 1996, our ADRs began trading on the Nasdaq National Market. However, in December 2000, we received notice from the Nasdaq Stock Market, Inc. of its intention to de-list our ADRs from the Nasdaq National Market due to the fact that the ADRs were consistently trading below the required minimum bid price of $1.00. In February 2001, we decided to voluntarily remove our ADRs from the Nasdaq National Market. Our ADRs are now listed on the Nasdaq SmallCap Market.

In August 1997, we purchased the mineral rights represented by the Argonaut Project from Randgold.

On September 15, 1997, we acquired the entire share capital of Blyvooruitzicht Gold Mining Company Ltd, or Blyvoor, in exchange for 12,693,279 ordinary shares, calculated at a ratio of 25 ordinary shares for every 100 Blyvoor shares. Also on September 15, 1997, we acquired Buffelsfontein Gold Mines Ltd, or Buffels in exchange for 14,300,396 ordinary shares, calculated at a ratio of 110 of our ordinary shares for every 100 Buffels ordinary shares.

On September 14, 1998, we acquired Crown in exchange for 5,925,139 ordinary shares, calculated at a ratio of 11.55 of our ordinary shares for every 100 Crown linked units. A Crown linked unit was comprised of one Crown ordinary share and one Crown unsecured variable-rate debenture, due November 10, 2003, then valued at R3.00.

On August 16, 1999, Buffels acquired the majority of the assets and liabilities of the Harties mining operation from Avgold Limited, a South African mining company, for R45 million ($7.4 million).

During September 1999, we purchased 28,693,002 (19.9%) ordinary shares in Dome Resources Ltd, or Dome, for R34.9 million ($3.3 million). On March 13, 2000 we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. The offer consisted of one of our ordinary shares and A$0.80 cash for every nine Dome shares. The closing date for this offer was April 13, 2000 but the offer was extended as only 97.34% of Dome ordinary shares had been acquired. We completed this acquisition in June 2001.

During August 2000, our management decided to cease all operations at the Durban Deep Section and both underground and open pit operations at the West Wits Section. This decision was taken after the South African government withdrew the water pumping subsidy. Without the subsidy, mining at the Durban Deep Section would become prohibitively expensive.

In April 2001, we launched the Blyvoor Expansion Project. This project will facilitate the commissioning of additional infrastructure and the opening up of additional mining areas to further enable the effective mining of reserves at the Blyvoor Section. As a result of this anticipated increase in production, the life of the mine for the Blyvoor Section has been increased to 25 years.

During fiscal 2002, our management reached the conclusion that our then current hedge book structure would make it difficult for us to accomplish our strategy of providing our investors with exposure to the price of gold. The total gold production committed under our hedging program, excluding the Eskom "gold for electricity" contract, as of July 1, 2001 was 802,625 ounces over a three year period. As a result of this commitment our shareholders were exposed to opportunity loss as a result of an increase in the price of gold.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In May 2002, we entered into equal and opposite positions to all of our outstanding derivative instruments, except our "gold for electricity" contract with Eskom, to effectively close them out and eliminate any existing commitment to sell our gold production. The loss that we realized on the existing positions was $72.8 million. The counterparties, J.P. Morgan Chase Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under this restructuring immediately in cash, which amounted to approximately $38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period.

During February and May 2002, we conducted private placements for a total of 12,000,000 of our ordinary shares. The net proceeds of these private placements was R445.5 million ($42.2 million) which we used to partially fund a major restructuring of our hedge book.

During the course of the audit exercise for the 2000 fiscal year, certain irregular transactions came to our attention. An internal investigation commenced at the insistence of a special committee of the board of directors. During the course of this investigation, we discovered that all 8,282,056 ordinary shares issued ostensibly for the acquisition of the Rawas gold mine in 1999 were invalidly issued and allotted. Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas shares, it was not possible to distinguish the Rawas shares from all the other issued ordinary shares, and so their identity had been lost. This meant that none of the Rawas shares, and their holders at the time, could be identified and therefore, none of the Rawas shares could be removed from our members' register. The Rawas shares, therefore were effectively in issue with no possibility of removing them from the members' register. At a shareholders' meeting, our shareholders resolved, by special resolution, that we should apply to the High Court of South Africa for validation of the issuance of the ordinary shares. We have made this application and the High Court of South Africa validated the issuance on June 19, 2002.

Important Events in the Current Year

Effective July 1, 2002, we engaged in a transaction consistent with our black empowerment strategy by entering into a share purchase agreement with Crown, Industrial Development Corporation of South Africa, or IDC, and KBH. Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH for a total amount of R105 million ($10.1 million), and realized a profit of R48.0 million ($5.3 million). KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating R190.1 million ($18.3 million) owed by CGR to us.

As part of this transaction, we loaned KBH R5.3 million ($0.7 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. This loan has a term of five years from July 1, 2002 and is repayable on demand. This loan was secured by a pledge of 48,928,824 shares of ERPM held by KBH. However, since the acquisition of ERPM by CGR, the loan is no longer secured.

Shortly thereafter, KBH chose to exercise its option to purchase all of IDC's interest in CGR. As a result, with effect from July 15, 2002, the share capital of CGR is now owned 40% by us and 60% by KBH. Also, as part of this transaction, KBH repaid IDC's portion of the shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of the loans to KBH and 40% of the loans to us.

Also as part of this transaction, KBH subscribed for 4,794,889 of our ordinary shares for a cash subscription price of R68 million ($6.8 million). The subscription agreement entered into by us and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

In October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in ERPM for R100 million ($11.0 million). In connection with this transaction, we have provided ERPM with a loan of R10 million ($1.3 million). In addition, an amount of R60 million ($8.0 million) was lent by us to CGR which CGR paid to the then shareholders of ERPM as an interest free loan. CGR has received from the shareholders, as security for the loan, a pledge of the entire issued share capital of ERPM and a cession of the shareholders' claim to CGR. The South African competition authorities have approved the transaction and the R60 million ($8.0 million) loan is deemed to be part payment of the purchase price of R100 million ($11.0 million) by CGR for the acquisition of the shares and the claims of ERPM.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, American Depositary Shares, or ADSs, at a conversion price of $3.75 per share or ADS, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act.

As a result of anticipated changes in our audit team, on December 13, 2002, we requested that Deloitte & Touche resign as our independent auditors. Deloitte & Touche indicated orally to us that effective December 31, 2002, they intended to resign and their letter dated December 31, 2002 was subsequently received. In response to this, we have engaged KPMG Inc. as our new independent accountants effective January 1, 2003. Our Audit Committee recommended, and our Board of Directors authorized and approved, the decision to accept the resignation of Deloitte & Touche and to replace them with KPMG Inc.

The reports of Deloitte & Touche on our financial statements for the fiscal years ended 2001 and 2002 have contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

In connection with our audits for the fiscal years ended 2001 and 2002 there have been no disagreements between us and Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Deloitte & Touche would have caused Deloitte & Touche to make reference thereto in its reports on our financial statements for such years.

During the two most recent fiscal years there have been no reportable events with regard to us.

During the fiscal years ended 2001 and 2002, we have not, nor has any other person on our behalf, consulted with KPMG Inc. on any application of accounting principles or any other matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.

On December 16, 2002 we announced our proposed acquisition of an equity stake in Emperor Mines Limited, an Australian listed gold mining company. Emperor Mines Limited produces about 115,000 ounces of gold a year from its Vatukoula mine in Fiji. As part of the acquisition we have the right to appoint two members of the eight member board of Emperor Mines Limited. As of December 31, 2002, we had acquired on the open market 0.51% of Emperor Mines Limited for A$0.7 million ($0.4 million). By April 2003, we had increased our percentage holding in Emperor Mines Limited through additional purchases on the open market to 19.81% at a total additional cost of A$15.8 million ($9.2 million).

Effective January 29, 2003, Mr. Nick Goodwin resigned form our board of directors.

On March 26, 2003, we discharged our obligation to JP Morgan Chase Bank under an International Bullion Master Agreement. This obligation was secured by the metallurgical plants at the Blyvoor, West Wits and Buffels Sections. We have received a release of these assets.

On March 13, 2003, Maryna Eloff, our group secretary, resigned. In her resignation letter, Ms. Eloff alleged that she had been constructively dismissed because we had allegedly engaged in unlawful investigations into her personal affairs and violated her rights to privacy as well as her constitutional rights. Ms. Eloff also made allegations of insider trading on the part of our executive management and certain of our non-executive directors. Ms. Eloff's letter was released to the media before being delivered to us and her resignation generated an amount of publicity.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Shortly thereafter, we met with representatives of the JSE Securities Exchange, South Africa, or JSE, to discuss Ms. Eloff's allegations of insider trading. We believe these claims are without merit and at the request of the JSE, we made a public announcement denying all allegations. On September 30, 2003 the Financial Services Board indicated to us that after an investigation into the matter, no evidence had come to light to support the claims, and that no legal action would be taken against us or our officers.

On March 18, 2003, Benita Morton, our group legal adviser, resigned. In her letter of resignation, Ms. Morton also alleged that she was constructively dismissed on the same grounds as Ms. Eloff. We deny the claims of both Ms. Eloff and Ms. Morton and we are considering legal action in response to them.

Effective April 24, 2003 Mr. Frik Coetzee retired from our board of directors.

On June 20, 2003, Jacob Hendrik Dissel resigned from our board of directors effective on June 30, 2003. As of that date, he became General ManagerGroup Finance.

In June 2003, we entered into an agreement with Mogale Gold (Pty) Limited, or MGL (previously known as Bophelo Trading (Pty) Limited) for the sale of the West Wits gold plant and certain related assets for R25 million ($2.4 million) to process certain sand dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. We retain the right to mine underground by virtue of certain mining titles and mining authorizations on the property. As part of the agreement, we agreed to indemnify MGL against any loss, damage or expense which MGL might incur as a result of any liability in connection with the transferred assets, the cause of which arose prior to this sale. The effective date of this sale was July 21, 2003. This agreement amends the agreement that we entered into previously with Bophelo Trading (Pty) Limited.

Important Subsequent Events

Effective August 18, 2003, we are now included as a member of the Philadelphia Gold and Silver Index. This is a capitalization weighted index comprised of the leading publicly traded companies involved in the mining of silver and gold.

On August 14, 2003, we entered into an option agreement with Investec Bank (Mauritius) Limited or Investec, granting Investec the option to acquire 18 million of our ordinary shares. The strike price per share of the option is 95% of the trade-weighted average price of our American Depositary Receipts, or ADRs for the 30 days prior to exercise.

On September 4, 2003 the terms of the option were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65% of our total issued and outstanding ordinary shares as of June 30, 2003. On September 8, 2003, we announced that Investec exercised the option in respect of 18 million ordinary shares at a price of $2.3967 per ordinary share for a total consideration of approximately $43 million. On September 11, 2003, we announced that Investec had exercised the remaining portion of the option, acquiring an additional 9 million ordinary shares, at a price of $2.4242 per share for a total consideration of approximately $22 million. The proceeds from this option were used to partially fund our acquisition of a 20% interest in the Porgera Gold Mine.

On July 21, 2003, we entered into a 60-day review period on our North West Operations designed to restore the operations to profitability. On August 25, 2003, our management announced a proposal to meet this target. This proposal was submitted to all stakeholders, including organized labor, the Department of Labor and the Department of Minerals and Energy for their input. An agreement was reached with all labor organizations and the process was completed on September 21, 2003, with approximately 3,000 employees retrenched at a cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a "care and maintenance" program. This resulted in a 5% reduction of the planned production profile. The operations expected life remains unchanged.

In connection with the offering of the $66,000,000 6% Senior Convertible Notes, we entered into a registration rights agreement with the initial purchaser of the notes. This agreement obligated us to file with the SEC a shelf registration statement with respect to the offer and sale

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the notes and the ordinary shares or the ordinary shares underlying the ADSs issuable upon conversion of the notes. On September 30, 2003, the SEC declared effective our registration statement on Form F-3 pertaining to the notes. To date, no notes have been converted.

On September 30, 2003 we announced that Andrea Townsend had become Company Secretary effective October 1, 2003.

On October 14, 2003 we announced that we had reached an agreement with Oil Search Limited, or OSL, to acquire two of that company's wholly-owned subsidiaries, Orogen Minerals (Porgera) Limited, or OMP, and Mineral Resources Porgera Limited, or MRP. Also as part of this transaction, Orogen Minerals Limited, another subsidiary of OSL and parent of OMP, assigned its rights to a loan owed to it by OMP upon completion of the transaction to our subsidiary, DRD (Isle of Man) Limited. The transaction was effected through an amalgamation of OMP and MRP with our wholly-owned subsidiary, Dome Resources (PNG) Limited. As a result of the amalgamation, OMP is the surviving entity and is wholly-owned by our wholly-owned subsidiary DRD (Isle of Man) Limited.

OML owns a 20% interest in certain mining leases, easements and exploration licenses which form part of the Porgera Mine. Placer Dome Inc. owns 75% of the assets which make up the Porgera Mine and the remaining 5% interest is owned by the Enga Provincial government and landowners. All of the various mineral tenements making up the Porgera Mine are exploited collectively by the parties. An affiliate of Placer Dome, Inc., Placer (PNG) Limited is the operator of the Porgera Mine, and is subject to the control of a Management Committee made up of representatives of the parties. Decisions regarding the assets which comprise the Porgera Mine including any sale thereof are made collectively by the parties through the Management Committee. The parties also have a right of first refusal with regard to certain assignments of assets which make up the Porgera Mine. In connection with this transaction, DRD (Isle of Man) Limited has agreed to pay up to the maximum stamp duty incurred in connection with the transaction. The maximum amount of this duty is $3.69 million. DRD

(Isle of Man) Limited has also agreed to pay any stamp duty top up, as calculated in the Deed of Amalgamation entered into in connection with this transaction. All or a portion of these amounts may be refunded to DRD (Isle of Man) Limited.

This collective arrangement is referred to as the Porgera Joint Venture. Each party has the right to own and to take in kind and dispose of its share of all ores, concentrates and refined products produced by the Porgera Mine. Each party also pays for its proportionate share of the costs associated with the mining activities.

As part of the acquisition we have offered 5% of our assets in the Progera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All conditions precedent to this transaction have been met and approval from the Papua New Guinea Central Bank was obtained on November 19, 2003. SARB approval was obtained on September 4, 2003. We received approval of the transaction from the Investment Promotion Authority of Papua New Guinea on December 16, 2003. The final purchase price was $73.3 million, which was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place.

On October 23, 2003, we announced that Douglas Blackmur had joined our board of directors.

On November 4, 2003, we issued 3,000,000 ordinary shares to Investec in exchange for gross cash proceeds of $8 million which was used to cover restructuring expenses at our North West Operations.

On December 19, 2003, Mr. Mark Wellesley-Wood was appointed Executive Chairman, Mr. Ian Murray was appointed Chief Executive Officer and Chief Financial Officer, and Mr. Geoffrey Campbell was appointed Senior Non-Executive Director.

B. BUSINESS OVERVIEW

Strategy

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our business strategy is to continue to provide controlled, well-managed growth and establish a reputation of strong corporate governance. The following are the key elements of this strategy:

Increasing Gold Production. We intend to increase gold production from our existing operations through capital expenditure programs that will extend the economic lives of our gold mines and supplement our planned organic growth. These programs include upgrading our treatment plants and accessing new mining areas in and around our existing operations.

Conduct Exploration Activities. We will continue our exploration activities to accelerate the conversion of mineral deposits to reserves. Over the longer term we intend to increase our gold production by exploring in areas which are adjacent to our existing operations in South Africa, commonly referred to as brownfields developments. We also plan a brownfields exploration program including a detailed examination of the deep-level gold deposit in southern Johannesburg known as the Argonaut Project.

Acquire Gold Producing Assets. We plan to accelerate our organic growth with cost-effective acquisitions by acquiring gold producing businesses or companies. Criteria for investment will include favorable financial returns and compatibility with our existing business.

Reducing Gold Production Costs. Our strategy includes reducing production costs by continuing to employ rigorous cost controls and management of working capital and input costs. We believe costs can be reduced by improving our utilization of existing infrastructures and implementing a flat management structure that is focused on reducing administrative costs and managing ore reserves in a manner that allows for effective grade control. We also intend to reduce

operational risk by a number of physical measures, such as increased planned maintenance, equipment improvements and asset protection.

Providing Exposure to Gold Price. Our objective is to build a company which offers investors a high level of gearing to the gold price combined with prudent financial safeguards. To accomplish this, we have undertaken a major restructuring of our hedge book. Our investors now have an increased participation in any rise in the price of gold and we do not intend to cause this to change. We have retained some protection, such as our "gold for electricity" contract with Eskom, against a decrease in the price of gold and we will consider protecting our marginal production and capital programs as appropriate. As a result of the protection that we have in place, we have an exposure to opportunity loss as a result of increasing gold prices. Under the terms of our agreement, we pay Eskom standard electricity tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October we adjust the cost incurred in that period in accordance with an established formula based on gold price. The gold price adjustment is based on the notional amount of 15,000 ounces of gold multiplied by the difference between the contracted gold price (the price that was agreed on the date of the transaction for a determined period) and the arithmetic average of London PM fix for each business day in the calculation period. This contract expires in September 2005.

Corporate Governance. Our reorganized management team intends to stay vigilant in our corporate governance, continuing to comply with international standards and maintaining regular and substantive communications with all stakeholders. We have instituted a new Health and Safety policy, Training and Skills development and a proactive Black Empowerment initiative, all overseen by an independent board of directors.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CGR's acquisition of ERPM is an example of CGR's acquisition strategy. We have provided financial support for the transaction as well as the managerial expertise to run the operation. ERPM is an under-performing mine located to the east of Johannesburg with extensive underground workings and a number of surface tailings dams and dumps. This transaction offers:

opportunity to increase future CGR gold production;

potential for cost reductions under our management through our mining techniques and cost control process;

operational synergies with CGR which should allow ERPM to reduce production costs;

attractive financial returns based on the acquisition price for the identified gold reserves and mineral deposits; and

demonstrable evidence of our commitment to Black Empowerment.

CGR acquired ERPM without indemnification for any disclosed or undisclosed liabilities, as the seller was unwilling to provide such indemnification. In the course of negotiations, a due diligence investigation was conducted. As a result of this investigation, the initial purchase price was reduced by approximately R40 million to reflect potential liability at the time the acquisition was entered into.

West Witwatersrand Basin Geology

Blyvoor Section and North West Operations, which is comprised of the Buffels Section and Harties Section, are predominantly underground operating mines located within a geographical region known as the Witwatersrand Basin, exploiting gold bearing reefs in addition to certain surface sources. Crown Section, also located within the Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of historical mining operations. Our underground operations are

typical of the many operations in the area which together have produced approximately 44,092 tons of gold over a period of more than 100 years.

The Witwatersrand Basin comprises a 3.7 mile vertical thickness of sedimentary rocks situated within the Kaapvaal Craton, extending laterally for approximately 186 miles east-northeast and 62 miles 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 Archaean 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 thick but in certain instances, these deposits form stacked elastic wedges which are hundreds of feet thick.

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

Description of Our Mining Business

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

Mining

The mining process can be divided into two main phases: (i) creating access to the orebody and (ii) mining the orebody. This basic process applies to both underground and surface operations.

Access to the orebody. In underground mines, access to the orebody is by means of shafts sunk from the surface to the lowest economically and practically mineable level. Horizontal development at various intervals off a shaft (known as levels) extends access to the horizon of the reef to be mined. On-reef development then provides mining access.

In open-pit mines, access to the orebody is provided by overburden stripping, which removes the covering layers of topsoil or rock, through a combination of drilling, blasting, loading and hauling, as required.

Mining the orebody. The process of ore removal starts with drilling and blasting the accessible ore. The blasted faces are then cleaned and the ore is transferred to the transport system. In open-pit mines, gold-bearing material may require drilling and blasting and is usually collected by loaders or shovels to transfer it to the ore transport system.

In underground mines, once ore has been broken, scraper systems collect ore from the faces and transfer it to a series of ore passes which gravity feed the ore to hoisting levels at the bottom of the shaft. The ore is then hoisted to the surface in dedicated conveyances and transported either by conveyor belts or other surface systems to the treatment plants. In addition to ore, waste rock broken to access reef horizons must similarly be hoisted and then placed on waste rock dumps. In open-pit mines, ore is typically transported to treatment facilities in large capacity vehicles.

Our Metallurgical Plants and Processes

North West Operations

Metallurgical processing facilities at our North West Operations include four operating plants one serving the Buffels Section, known as the Buffels Plant, and three serving the Harties Section, namely the No. 2 Gold Plant, or 2GP, the Low Grade Gold Plant, or LGGP, and the No. 7 Gold Plant or 7GP. These have a combined operating capacity of 783,000 tons per month, or tpm. Currently, 2GP treats underground sources with LGGP and 7GP processing surface sources. LGGP also treats oversize screened ore from 2GP feed.

Buffels Plant: Commissioned in 1957, the original plant was comprised of a conventional circuit including multi-stage crushing and grinding followed by standard dissolution and recovery circuits. The plant was modified from 1994 to 1997 through the closure and demolition of the original comminution sections. This allowed early recovery of clean-up gold and the commissioning of a modern semi- autogenous, or SAG, milling circuit. This plant is also called the South Plant.

The current circuit comprises a split stream for milling surface sources and underground ore prior to conventional thickening, cyanide leaching, filtration, zinc precipitation through a Merrill Crowe system and smelting to doré. Both surface waste and underground milling circuits consist of dedicated SAG mills operating in closed circuits with hydrocyclones. The mill product from surface sources is further enriched through a flotation circuit, the concentrate being combined with the milled underground ore prior to the leach circuit. The current operating capacity is approximately 322,500tpm which is split as 59,500tpm and 263,000tpm for the underground and surface materials

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document respectively. As a result of the relatively recent commissioning, the comminution and flotation circuits are in a very good condition both mechanically and structurally.

On June 5, 2003, we awarded a R100 million ($12.2 million) contract for the upgrading of the Buffels plant to the South African engineering firm, MAED. The upgraded plant will treat underground ore at a rate of 209,000tpm and surface waste rock at a rate of 77,000tpm. We anticipate that the upgrade will allow us to significantly reduce operating expenses and increase gold recovery at this plant. As of November 30, 2003, work had not begun on this contract.

2GP: Commissioned in 1954, this plant, also known as the High Grade Plant, is comprised of a circuit including multi-stage crushing and milling, flotation, leaching, filtration, zinc precipitation and smelting to doré. The pyrite concentrate from the flotation circuit undergoes cyanidation, during which the majority of gold dissolution takes place. The flotation residues are further processed through a slimes leach circuit. Pyrite concentrates are subsequently oxidised through a roasting operation with sulphuric acid being produced as a by-product and the resultant calcine undergoing further cyanidation for additional gold recovery. We recently de-commissioned the Kemix pumpcell scavenging plant at this site. The operating capacity of the plant was 176,300tpm. This plant was in need of extensive upgrades and we began demolition of the plant in October 2003.

LGGP: Commissioned in 1987, this plant, also known as the Low Grade Plant or the North Plant, is comprised of a circuit including crushing, closed circuit milling, thickening, cyanidation and gold recovery in a Carbon-In-Pulp, or CIP, plant, elution, electrowinning and smelting to doré. The current operating capacity of the plant is 170,000tpm. This plant is currently being used to process ore that was previously processed at the 2GP and 7GP plants.

7GP: Commissioned in 1963, this plant is comprised of a circuit including crushing and milling closed by hydrocyclones, and pyrite flotation producing a concentrate for transportation by road tanker to 2GP, where it is further treated in the pyrite section for gold and sulphruic acid production. Sulphur is currently added to the flotation plant feed to improve flotation performance and produce a concentrate capable of being processed through the acid plant circuit. The operating capacity of the

plant was 94,000tpm. Recently, this plant has been used to mill open pit material for cyanidation at 2GP. We began demolishing this plant in November 2002 and we plan to complete the demolition in December 2003.

Blyvoor Section

Commissioned during 1969 following relocation as a result of sinkhole formations on the original site, the current plant has an operating capacity of 220,000tpm. This capacity has been recently exceeded. As a result, the maximum throughputs are projected at 228,000tpm. We consider that despite the projected tonnage exceeding the plant capacity in the short term, with sustained plant availability in line with historical achievement and with the four-shift system in place the plant facilities are appropriate to meet the life of mine requirements.

Metallurgical processing facilities at Blyvoor Section are comprised of a single metallurgical plant. The process route is based on a conventional flowsheet comprising multi-stage crushing, open circuit primary and closed circuit secondary milling with hydrocyclones, thickening and cyanide leaching in a Carbon-in-Pulp, or CIP, carousel arrangement. The gold is recovered through electrowinning followed by smelting to doré. The circuit was recently modified by the closure of the original gold recovery system and the commissioning of a modern carbon Kemix pumpcell plant.

At the beginning of fiscal 2003, the Blyvoor Section began a feasibility study looking at the opportunity to re-mine and treat the slimes dam material from slime dimes 4 and 5. As a result of the study it was estimated that there is approximately 25 million tons of material at an estimated grade of 0.02 ounces per ton. It is estimated that this project has a life of approximately 10 years. Modifications are being made to the existing plant to enable processing of this material, with the commissioning due to be completed by the end of December 2003.

Metallurgical processing facilities at Crown Section include three operating plants, known as the City Deep Plant, the Crown Plant and the Knights Plant. Additionally, after CGR's purchase of ERPM on October 10, 2002, the Crown Section also includes the ERPM plant. All of the plants have undergone various modifications during recent years resulting in significant changes to the circuits, specifically, the upgrading of sand sources and currently have sufficient combined operating capacity for the leaching circuits.

City Deep Plant: Commissioned in 1987, this plant is comprised of a circuit including screening, primary, secondary and tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, Carbon-in-Leach or 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 recommissioned to facilitate the treatment of sand. The current operating capacity of the plant is 220,000tpm.

Crown Plant: Commissioned in 1982, this plant has already been modified and is comprised of 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. The current operating milling capacity of the plant is 341,000tpm (leach circuit 496,000tpm).

Knights Plant: Commissioned during 1988, the circuit comprises screening, primary cycloning, spiral pre-concentration, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electrowinning and smelting to doré. The current operating capacity of the plant is 352,000tpm.

West Wits Section

The metallurgical plant at West Wits was taken over by Crown for processing sand dumps only during 2000. Underground and open-cast mining ceased at this section in August 2000. In June 2002, we entered into an agreement with MGL for the sale of the West Wits gold plant and certain related assets. The effective date of this sale was July 21, 2003. This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003.

Tolukuma Section

The Tolukuma plant was built in 1995. It is a compact plant as it is located on the top of a very steep sided mountain. The plant consists of a closed circuit SAG mill that is capable of processing 19,800tpm. There is no thickener in circuit and the cyclone overflow reports directly to a CIL plant. Cyanide in the residue is neutralized in a detoxification plant prior to riverine discharge. The loaded carbon is eluted in an AARL elution plant. About 25% of the gold is recovered in the milling circuit using a Knelson concentrator.

Emperor Mine

The Emperor plant was built in 1997. The plant consists of two parallel grinding mills, namely a Smidth grinding mill and a larger Morgardshammer mill. The combined capacity of the mills is approximately 66,000 tpm. There are also two flotation circuits, one for slimes washed from the ore, and a conventional sulphide circuit for the grinding circuit product. Both concentrates are combined in a thickener, and then placed directly into a CIP circuit. Loaded carbon is stripped and combined with the calcine pregnant solution for zinc precipitation and smelting into bars.

Porgera Mine

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Porgera plant was completed in 1996. The mill has undergone four stages of improvement and expansion throughout its life. Stage I, comprising a concentration and leach/CIP circuit, commenced operations in September 1990, producing gravity concentrate and sulphur flotation concentrate for leaching to recover gold and silver. Stage II was commissioned in October 1991 and involved the processing of the sulphide flotation concentrate and previously stockpiled Stage I concentrate in a pressure oxidation circuit. Gold removed by pressure oxidation is recovered through a CIP cyanide leach circuit, followed by site refining into doré. In September 1992, Stage III was placed into commercial use. This stage expanded both the underground mine and mill facilities. Stage IV-A of the project commenced operation during October 1993, further expanding mining operations and the mill facilities. Stage IV-B, completed in the first quarter of 1996, added a second SAG mill and large ball mill, to increase nominal mill throughput from 11,000 tons per day to 19,500 tons per day. This expansion included a 385 tons per day oxygen plant, a 165 tons per day lime kiln and increased flotation and leaching capacity. Process water storage and the Hides power plant generation capacity, together with other infrastructure were also increased to support this expansion. The open pit mining fleet capacity was expanded in 1997 from 165,000 tons per day to 231,500 tons per day to provide for the increase in mill feed. In 1999, a further flotation expansion was installed to improve recoveries, and additional oxygen capacity was added to increase autoclave throughput. Four Knelson concentrators were installed in 1999, to remove free gold ahead of the flotation circuit. In 2001, an Acacia reactor was commissioned to treat the Knelson concentrate, and modifications were made to the grinding and CIP circuits.

Marketing

All gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining under an agreement signed by us in October 2001. At our various operations the gold bars which are produced consist of approximately 85% gold, 7-8% silver and the balance copper and other common elements. The gold bars are sent to the Rand Refinery Ltd for assaying and final refining where the

gold is purified to 99.9% purity and cast into troy ounce bars of varying weights. Rand Refinery Ltd then sells the gold on the same day as delivery, for the London afternoon fixed price on the day the gold is sold, with the proceeds remitted to us in Rand within two days. In exchange for this service, we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies) and Mr. Wayne Koonin, our Divisional Director: Group Finance, is also a director of Rand Refinery Ltd. Mr. Ilja Graulich, our General ManagerInvestor Relations, is an alternate director of Rand Refinery Ltd.

The gold produced in Papua New Guinea by Tolukuma is sold directly to N.M. Rothschild under an agreement signed by us in December 2001. Proceeds for gold sold are received within two days. The selling price is determined by the previous day's London afternoon fixed price and we are paid in Dollars. We do not have an interest in N.M. Rothschild.

The gold produced from the Porgera Mine in Papua New Guinea is sold directly to Bankwest. Proceeds for gold sold are received within two days. The selling price is determined by the spot price at the time of sale and we are paid in Dollars. We do not have an interest in Bankwest.

The gold produced in Fiji by Emperor is sold directly to AGR Mathay (Perth). Proceeds for gold sold are received within two days. The selling price is determined by the London A.M. Closing price on the day of sale and Emperor is paid in Dollars. Neither Emperor nor we own an interest in AGR Mathay (Perth).

Total Ore Reserves (all mines)

Only those reserves which qualify as proven and probable reserves for purposes of the SEC's Industry Guide Number 7 are presented in this Annual Report. The following definitions apply:

That part of a mineral deposit which could be economically and legally extracted or produced at Reserves: the time of the reserve determination.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Proven (Measured) Reserves: 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 reserves are well- established. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther Probable (Indicated) Reserves: apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation

The ore reserve is reported by the mineral resource department of each mine and the reports are compiled by the Group Mineral Resources Manager. The Tolukuma Mine ore reserve is reported by Michael John Bird, Chief Exploration Geologist.

The ore reserve is inclusive of diluting materials and allows for losses that may occur when the material is mined. Ore reserve tons, grade and content are quoted as delivered to the gold plant. The cut-off grade is based upon direct costs from the mining plan, taking into consideration production levels, production efficiencies and the budgeted costs. We utilize two types of pay-limits. The first is

pay-limit, which includes total cash costs, including overhead costs, to calculate the pay-limit grade. The second is the cut-off which includes total cash costs, excluding overhead costs, to calculate the cut-off grade, resulting in a lower figure than the full pay-limit grade.

Our ore reserves figures are estimates, which may not reflect actual reserves or future production. We have prepared these figures in accordance with the 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 prove unreliable.

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. Under these circumstances, we would be required to re-evaluate our ore reserves. Moreover, 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 reduce our profitability in any particular accounting period. Under our current mining plans, all reported reserves would be mined out within the period of existing leases. We have all of the required governmental permits or approvals, or have applied for the necessary extensions, required to exploit our reserves.

The international mining consulting firm of Resource Service Group has reviewed the 2003 ore reserves, to the extent of our current mining plans. This included initial site visits, a full independent review of each of our operations and the preparation of a reserve statement.

Our attributable proven and probable reserves as of June 30, 2003 and June 30, 2002 are set forth in the table below. The reserve figures as of June 30, 2003 were based on the then prevailing gold price of $350 per ounce (R96,500 per kilogram) and the then prevailing exchange rate of R8.58 to $1.00. The reserve figures as of June 30, 2002 were based on the then prevailing gold price of $320 per ounce (R102,882 per kilogram) and the then prevailing exchange rate of R10 to $1.00. This 6% decrease in the Rand per kilogram gold price, and the sale of 60% of the Crown Section resulted in a 3% decrease

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in our total proven and probable reserves, indicating the sensitivity of our reserves to the Rand gold price. At June 30, 2003, the Rand gold price per kilogram was R83,097.

June 30,

2003 2002

Tons Grade Gold Tons Grade Gold

(mt) (g/t) ('000 ozs.) (mt) (g/t) ('000 ozs.)

Underground Harties Section - Proven Reserves 21.58 6.79 4,714 19.27 7.1 4,396 - Probable Reserves 11.33 6.38 2,323 13.54 6.0 2,610 Buffels Section - Proven Reserves 1.47 7.45 351 3.11 6.4 636 - Probable Reserves 3.60 7.07 818 1.71 6.2 342 Blyvoor Section - Proven Reserves 15.60 7.67 3,848 19.23 6.9 4,261 - Probable Reserves 6.32 6.74 1,368 15.47 5.5 2,725 Tolukuma Section - Proven Reserves 0.18 15.99 91 0.064 16.7 34 - Probable Reserves 0.13 12.02 50 0.098 13.9 44 Crown Section (Attributable)(1) - Proven Reserves 2.17 6.20 432 - Probable Reserves 0.89 6.86 196 Emperor Section (Attributable)(1) - Proven Reserves 0.30 9.98 95 - Probable Reserves 0.24 9.67 73 Total Underground - Proven Reserves 41.29 7.18 9,532 41.69 7.0 9,324 - Probable Reserves 22.50 6.67 4,828 30.81 5.8 5,723 Total Underground Reserves 63.79 7.00 14,360 72.50 6.5 15,047

Surface Harties Section - Proven Reserves - Probable Reserves 0.93 0.70 21 2.26 0.7 352 Buffels Section - Proven Reserves - Probable Reserves 8.74 0.91 257 18.55 0.6 54 Blyvoor Section - Proven Reserves 28.67 0.61 564 7.33 1.1 249 - Probable Reserves Crown Section (Attributable)(1) - Proven Reserves 24.09 0.64 492 19.57 0.6 403 - Probable Reserves 5.22 0.55 92 5.82 0.7 133 Total Surface - Proven Reserves 52.76 0.62 1,056 26.90 0.8 652 - Probable Reserves 14.89 0.77 370 26.63 0.6 539 Total Surface Reserves(1) 67.65 0.66 1,426 53.53 0.7 1,191

Open Pit Harties Section - Proven Reserves - Probable Reserves 0.52 1.5 25 Tolukuma Section - Proven Reserves 0.01 21.21 0.585 - Probable Reserves 0.00 28.72 2.488 Total Open Pit - Proven Reserves 0.01 21.21 0.585 - Probable Reserves 0.00 28.72 2.488 0.52 1.5 25 Total Open Pit Reserves 0.01 26.90 3.073 0.52 1.5 25

Total Proven and Probable Reserves(1)(2) 131.44 3.74 15,789 126.50 4.0 16,263

(1) Total proven and probable reserves for 2003 reflects our attributable 40% interest in the Crown Section which includes ERPM, and our attributable 19.81% interest in the Emperor Section. Total proven and probable reserves for 2002 reflects our attributable 40% interest in the Crown Section, subsequent to our sale of 60% in the Crown Section with effect July 1, 2002.

(2) The 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 tons, including all mining dilutions and gold losses except mill recovery. Metallurgical recovery factors have not been applied to the reserves.

The approximate metallurgical factors for the 2003 reserves shown in the above table are as follows: Harties Section96% (surface80%); Buffels Section96% (surface75%); Blyvoor Section95% (surface60%); Crown Section61%; Emperor Section89.1%; and Tolukuma Section90%.

The following table shows the average drill/sample spacing (rounded to the nearest foot) for each category of reserves at our mines:

Proven Probable Mine Reserves Reserves Harties Section 20 ft. by 27 ft. 246 ft. by 787 ft. Buffels Section 20 ft. by 39 ft. 131 ft. by 164 ft. Blyvoor Section 16 ft. by 24 ft. 98 ft. by 492 ft. Crown Section 328 ft. by 328 ft. 328 ft. by 328 ft. Tolukuma Section 7 ft. intervals 7 ft. intervals Emperor Section 49 ft. by 656 ft. 49 ft. by 656 ft.

In fiscal 2003, the pay-limit approach was applied to the mineralized material database of our various shafts or business units in order to determine the tonnage and grade available for mining. In fiscal 2002, we also used the pay-limit approach to select ore for mining.

The pay-limit approach is based on the minimum in situ grade of ore blocks, for which the total cash costs, which includes all overhead costs, including head office charges, are equal to a projected gold price per ounce for that year. This calculation also considers the previous year's 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.

When delineating the economic limits to the orebodies we adhere to the following guidelines:

The potential ore to be mined is well defined by an externally verified and approved geological model created in our mining software.

The potential ore, which is legally allowed to be mined, is also confined by the mine's lease boundaries.

A full life of mine plan is constructed to mine the ore from existing infrastructure.

The underground reserves quoted as of June 30, 2003 are sensitive to operating costs and gold price assumptions as shown in the table below. These sensitivities are presented to give an indication of changes in reserves relative to the gold price assumptions used. All sensitivities have been calculated at the then prevailing exchange rate of R8.58 to $1.00.

$290/oz $320/oz $350/oz $380/oz

Operation Tonnes Grade Gold Tonnes Grade Gold Tonnes Grade Gold Tonnes Grade Gold

Mt g/t '000 ozs Mt g/t '000 ozs Mt g/t '000 ozs Mt g/t '000 ozs

Harties Section Proven 17.2 7.5 4,160 19.5 7.1 4,472 21.6 6.8 4,714 23.0 6.6 4,858 Probable 10.5 6.2 2,114 11.9 6.1 2,333 12.3 5.9 2,344 13.5 5.7 2,477 Total 27.7 7.0 6,274 31.4 6.7 6,805 33.9 6.5 7,058 36.5 6.3 7,335

Buffels Section Proven 0.7 8.5 205 1.1 7.9 291 1.5 7.5 351 1.7 7.2 389 Probable 9.9 1.8 563 11.0 2.3 806 12.3 2.7 1,075 14.1 3.1 1,394 Total 10.6 2.2 768 12.1 2.8 1,097 13.8 3.2 1,426 15.8 3.5 1,783

Blyvoor Section Proven 40.2 3.0 3,820 42.5 3.1 4,170 44.3 3.1 4,412 45.6 3.1 4,576 Probable 4.0 7.9 1,006 4.9 7.3 1,169 6.3 6.7 1,368 8.5 6.3 1,717 Total 44.2 3.4 4,826 47.4 3.5 5,339 50.6 3.6 5,780 54.1 3.6 6,293

Crown Section Proven 12.7 1.3 531 22.5 1.0 739 26.3 1.1 924 26.8 1.2 997 Probable 6.4 1.3 266 8.7 1.4 384 6.1 1.5 288 7.9 1.3 337 Total 19.1 1.3 797 31.2 1.1 1,123 32.4 1.2 1,212 34.7 1.2 1,334

Tolukuma Section Proven 0.2 16.1 91 0.2 16.1 92 0.2 16.0 92 0.2 16.0 92 Probable 0.1 14.9 36 0.1 13.4 46 0.1 12.4 52 0.1 12.4 52 Total 0.3 15.7 127 0.3 15.1 138 0.3 14.5 144 0.3 14.5 144

Total* Proven 71.0 3.9 8,807 85.7 3.5 9,764 93.8 3.5 10,493 97.3 3.5 10,912 Probable 30.9 4.0 3,985 36.7 4.0 4,738 37.2 4.3 5,127 44.1 4.2 5,977

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total 101.9 3.9 12,792 122.4 3.7 14,502 131.0 3.7 15,620 141.3 3.7 16,889 * Attributable operations, excluding Emperor, only

At different gold prices, alternative mining strategies may be pursued to optimally exploit the orebody. Due to the re-processing nature of our surface operations, those reserves are not sensitive to the price of gold and are included in our reserve statement provided that the gold price per ounce exceeds the per ounce cost of processing the materials.

Recent Capital Investments

During August 1999, a Heads of Agreement was entered into between us and Laverton NL or Laverton, an Australian listed company, for the purchase all of the assets and liabilities of the Rawas Group which owned the Rawas goldmine located in Indonesia. A Memorandum Of Understanding was also signed during March 2000 detailing the proposed transaction in more detail.

During 1999, we allotted and issued 8,282,056 ordinary shares pursuant to the Rawas transaction. We refer to these as the Rawas Shares. The Rawas Shares were issued to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd., Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia (Pty) Ltd, all of which were creditors of Laverton or its subsidiaries, in anticipation of receiving shares in and claims against the companies in the Rawas Group and the rights to the Rawas mine. The Rawas Shares were allocated to each creditor based on its relative exposure. No proper valuation proceedings were conducted prior to the issuance. At the time, our then executive chairman, Mr. R.A.R. Kebble was a director of Laverton and JCI Gold Limited.

In about May 2000, certain irregular transactions in our offshore companies, that were initiated from our offices in Perth Australia, came to light. A special committee was appointed by our Board to investigate these transactions. Evidence has come to light revealing that the Rawas Shares were issued without our legal authority and suggesting that this occurred as a result of a transaction entered into for the benefit of certain third parties. Upon discovery by the board of the unlawful transactions, the board decided to rescind the Heads of Agreement and the Memorandum of Understanding. Because of this, we never received the shares in Rawas.

Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas Shares, it was not possible to distinguish the Rawas Shares from all the other issued ordinary shares, and so their identity had been lost. This meant that none of the Rawas Shares, and their holders at the time, could be identified and therefore, none of the Rawas Shares could be removed from our members' register. The Rawas Shares, therefore were effectively in issue with no possibility of removing them from the members' register.

The shareholders were then asked to pass a special resolution in terms of Section 82 of the South African Companies act to apply to the court of South Africa to validate these Rawas Shares. The court validated these shares during July 2002.

The Rawas Shares issued for the transaction have been included in the annual financial statements and the attributed $12.4 million value of the Rawas Shares issued was credited to stated capital, although the issue of the Rawas Shares was still to be validated by the Court. The attributed $12.4 million value of the Rawas Shares was written off on the income statement as aborted acquisition costs during fiscal 2000, as the recovery of this amount was uncertain. Additionally all costs associated with this aborted acquisition, including loans made by us to members of the Rawas Group, were written off in 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document After acquiring an initial 19.9% investment in Hargraves Resources NL, or Hargraves, for R33.6 million ($3.2 million) we announced on July 12, 1999 our intention to make a bid to acquire all of the outstanding shares of Hargraves. Prior to making this bid, we secured two positions on the board of directors of Hargraves. On September 15, 1999, the bid, consisting of one ordinary share and A$0.70 for every seven Hargraves shares was launched. We issued 12,702,835 ordinary shares at an aggregate value of approximately $19 million and paid cash of $11.2 million in connection with this acquisition through the offer and our subsequent purchase

of the remaining shares on the open market. Additionally, we entered into a A$10 million loan facility with N. M. Rothschild & Sons (Australia) Limited, or Rothschild, for the cash portion of the acquisition. During January 2001, we issued 9,554,950 ordinary shares for cash in order to repay the A$10 million loan, as well as a convertible note in the principal amount of A$2 million ($1.2 million) issued by Hargraves to Rothschild and guaranteed by us. The fair value was determined by an independent appraiser, in accordance with the requirements of the Australian Stock Exchange, and published in a Part A document in which our directors confirmed the value. On December 25, 1999, the Browns Creek mine was flooded after a scheduled blast and, after evaluating the damage to the mine, we decided not to attempt to salvage the operations. On September 23, 2000, our Directors resolved to place Hargraves into voluntary administration or bankruptcy. Our investment in Hargraves, which amounted to $30.9 million, was written off in full in fiscal 2000.

During September 1999, we purchased 28,693,002 (19.9%) ordinary shares of Dome for R35 million ($3.3 million). On March 13, 2000 we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. The offer consisted of one ordinary share and A$0.80 cash for every nine Dome shares. The closing date for this offer was April 13, 2000 but the offer was extended because only 97.34% of Dome ordinary shares had been acquired. We completed this acquisition in June 2001. As consideration of this acquisition, a total of 12,514,101 new ordinary no par value shares were issued by us at a price of R9.85 per share and R87.5 million ($8.3 million) was paid in cash.

On October 10, 2002, CGR entered into an agreement to purchase the entire issued share capital and all shareholder claims of ERPM. CGR paid a purchase price of R100 million ($11.0 million) for this acquisition. CGR acquired ERPM without indeminification for any disclosed or undisclosed liabilities, as the Seller was unwilling to provide such indemnification. In the course of negotiations, a due diligence investigation was conducted. As a result of this investigation, the initial purchase price was reduced by approximately R40 million ($4.4 million) to reflect potential liability at the time the acquisition was entered into.

On December 16, 2002 we announced our proposed acquisition of an equity stake in Emperor Mines Limited, an Australian listed gold mining company. Emperor Mines Limited produces about 115,000 ounces of gold a year from its Vatukoula mine in Fiji. As part of the acquisition we will have the right to appoint two members of the eight member board of Emperor Mines Limited. As of December 31, 2002, we had acquired on the open market 0.51% of Emperor Mines Limited for A$0.7 million ($0.4 million). By April 2003, we had increased our percentage holding in Emperor Mines Limited through additional purchases on the open market to 19.81% at a total additional cost of A$15.8 million ($9.2 million)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document All conditions precedent to this transaction have been met and approval from the Papua New Guinea Central Bank was obtained on November 19, 2003. SARB was obtained on September 4, 2003. We received approval from the transaction from the Investment Promotion Authority of Papua New Guinea on December 16, 2003. The final purchase price was $73.3 million, which was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place.

Labor Relations

We currently employ and contract approximately 19,000 people, approximately 70% of whom are members of trade unions or employee associations. This includes all employees of CGR and ERPM.

South Africa's labor relations environment remains a platform for social reform, while the political transitions that have taken place in the country have reduced the impact of organized labor on political transformation. National Union of Mineworkers, or NUM, the major union in the mining industry in South Africa, 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. A two-year wage agreement for 2003-2005 has been signed with the NUM, which provides for an average wage increase of 9.12% for Category 3-8 employees for the first year of the agreement and an inflation linked increase for the second year. Wage agreements were also signed with the other recognized Unions and Associations.

ERPM has recently experienced an unprotected strike action in protest against the suspension of several prominent NUM Shaft Stewards. The strike was quickly resolved and the case was referred to independent arbitration.

We recently experienced a labor strike by contractor employees at the Buffels Section over minimum wage levels at the operation. The strike lasted for four days. The contractor reached a settlement with NUM. The strike caused minimal disruption of the Buffels Section and gold production was virtually unaffected.

Labor Productivity and Medical Costs

The present 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, the Mine Health and Safety Act 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 or reduce our production capacity.

Under the 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 death or disability arising in the course of their work. We have contributed approximately R58 million ($6.4 million) over the past three fiscal years under the COID Act. 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.

Under the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the fund created pays compensation to employees of mines performing "risk work" (which is work declared to be "risk work" by the Minister for Health, usually in circumstances where the employee is exposed to dust, gases, vapors, chemical substances or other working conditions which are potentially harmful), if the employee contracts a "compensatable disease" (which includes pneumoconiosis, tuberculosis, a permanent obstruction of the airways, and any other disease declared to be so by the Minister for Health). 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.

In the future, compliance with the Mine Health and Safety Act and the COID Act may require significant expenditures which could increase our costs or reduce our production capacity.

Uranium and radon are often encountered during the ordinary course of mining operations in South Africa, and present potential risks of exposure of workers at those operations and the public to radiation. We monitor our uranium and radon emissions, and believe that we are currently in substantial compliance with all local laws and regulations pertaining to uranium and radon management and that it is 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.

AIDS represents a very serious threat to us and the industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present, although it is roughly estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the industry is currently about 30%. We have several AIDS awareness campaigns in place at our operations.

Blyvoor has a contract with AngloGold Health services to provide all health care services, including a wellness program, which treats AIDS related illnesses, provides counselling on healthy life styles and monitors the progression of the HIV virus. Similar services are offered at our North West Operations by our 100% owned subsidiary, Duff Scott Hospital.

Political Issues, Governmental Policies and Their Effect on our Business

South Africa

Common Law Mineral Rights and Statutory Mining Rights

Ownership of mineral rights and statutory mining rights in South Africa may be effected through the common law or by statute. Under the common law, mineral rights vest with the owner of the land. The common law recognizes that mineral rights may be severed from title to land, rendering it possible for the surface rights, the rights to precious metals and the rights to base minerals to be owned by different persons.

Earlier mining legislation, which has since been repealed, provided for the granting, by way of mining leases, of statutory rights to mine for precious metals. Despite the repeal of this earlier legislation, mining leases continue to be valid under the terms of the Minerals Act, 1991 (as amended), or the Minerals Act.

Registration of title to minerals ensures that real rights are constituted in and to the minerals concerned. Upon registration, those rights (either common law mineral rights or statutory mining rights) become effective against third parties. Registered title may be obtained in a number of ways. For example, where mineral ownership has been separated from land ownership, registered title to the common law mineral rights is obtained by the registration of such ownership in the Deeds Registry Office. Alternatively, where a person has acquired statutory mining rights pursuant to a mining lease, registered title to the statutory mining rights is effected after receipt of the necessary consent from the Minister and by registration of those rights in the Mining Titles Office.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Minerals Act currently governs prospecting and mining activities in South Africa. The Minerals Act provides that statutory mining rights supersede the common law mineral rights. Thus, pursuant to the Minerals Act, the holders of statutory mining rights are deemed to be the common law holders of the mineral rights.

Mining Authorizations

Under the Minerals Act, no person or mining entity may prospect or mine for minerals without being granted a prospecting or mining authorization under the Minerals Act. Prior to granting a prospecting or mining authorization, two requirements must 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 Minerals and Energy, or the Department 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 is issued for a limited period but may be renewed on application. A mining license is generally issued until the minerals can no longer be viably economically mined.

Mineral and Petroleum Resources Development Act, 2002

In October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by parliament in June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be during or shortly after March 2004. Until then, the existing regulatory regime for mineral rights will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

If we do not acquire new rights under the Act, we would be entitled to claim compensation from the State if we can prove that thereby our property has been expropriated as provided for under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal debate which is likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress and reform which could have the effect of reducing the compensation.

Even where the new rights are obtained under the Act, these rights will not be equivalent to the existing rights. The area covered by the new rights may be reduced by the State if it finds that the

prospecting or mining work programs submitted by an applicant do not substantiate the need to retain the area covered by the old right. The duration of the new rights will no longer be perpetual but rather, in the case of new mining rights, 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. The Act provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions, such as non-concentration of

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document resources, fair competition, and non-exclusion of others. In addition, the new rights will be transferable subject to the approval of the Minister of Mines, or the Minister. Mining or prospecting must be conducted continuously and actively thereafter.

The new rights can be suspended or cancelled by the Minister on breach or, in the case of mining rights, on non-optimal mining in accordance with the mining work program.

The new rights will be subject to a State royalty calculated on gross revenue as proposed in the draft Royalty Bill, 2003, which was released in March 2003 for comment, and which proposes a quarterly royalty payment of 3 percent of gross revenue in the case of gold. As proposed, royalty payments will commence upon the conversion and granting of a new mining right.

The Act calls for a Broad Based Socio-Economic Empowerment Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has largely been agreed with mining industry representatives (including us), and with representatives of other stakeholders. The Charter's stated objectives include:

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.

The Charter requires that each mining company 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. It contemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on a willing seller willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving 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. 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 Charter. The draft scorecard was published by the government in February 2003. Failure to comply with the requirements of the Charter could result in the suspension or cancellation of one or more of our licenses or cause us to be subject to fines. The severity of these potential consequences has yet to be determined as the Charter was only recently published and the South African government has not yet finalized the score card.

We fully support the notion that the mining industry and the wider South African economy must find ways of dealing with the legacy of the country's history in a manner that promotes economic development and growth. We have made progress in adjusting the ownership structure of our South Africa mining assets and the composition of our management consistent with the Charter's spirit. An example of this progress is our recent sale of 60% of our interest of CGR to KBH, which is a black

empowerment company. We believe that will meet the Charter's targets in accordance with the scorecard.

However, at this point we are unable to set out a definitive timeline of when we will comply with our objectives before the expiration of the 10 year time limit as the legislation was only recently passed. We are also unable to identify any permits, rights or investments which we may lose for any non-compliance. The provisions of the Charter apply to each mining company individually. Accordingly, it is not possible

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for us to meet our obligations by disposing of our less profitable operations which would undermine the objectives of the Charter. As transactions to comply with the Charter are to be at fair market value, we do not anticipate incurring any loss in fulfilling our obligations provided that we are able to identify suitable partners that are able to acquire adequate funding.

We could be materially affected by an adverse change in the current level of political stability or an adverse change in the economic or social outlook of South Africa or its government. Our ability to raise equity funding or expatriate funds from South Africa may be affected by the South African exchange control regulations. However, since the first democratic election in 1994, and continuing after the elections of 1999, the political and economic environment in South Africa has improved.

Papua New Guinea

Mineral exploration and mining operations in Papua New Guinea are principally regulated by the following legislation:

The PNG Mining Act, 1992 and Mining Regulations 1992, or the Mining Act;

The Mining Safety Act and Regulations;

The PNG Environmental Act 2000 and Regulations 2000, or the Environmental Act and Regulations; and

Environmental Code of Practice for the Mining Industry in Papua New GuineaNovember 1999.

The PNG Mining Act of 1992 and Mining Regulations 1992

All current mining activities at the Tolukuma Section are covered by a mining lease (ML 104), granted under Section 38 of the Mining Act. The lease is granted for a term not exceeding 20 years and is renewable for further periods not exceeding 10 years. All current exploration activities are covered by an exploration license. The license has been granted for a term not to exceed two years but can be renewed for further two year periods. We are currently in the process of applying to the Papua New Guinea Department of Mining for a mining lease for the area covered by our exploration license. In total, there are ten exploration licenses covering the Tolukuma Section.

The Porgera Joint Venture has approval to work the Porgera deposit within the agreed development plan under the terms of the Porgera Mining Development Contract, or the MDC, between the Government of Papua New Guinea and the members of the Porgera Joint Venture. The MDC specifies, inter alia, the annual rents that must be paid for the Special Mining Lease, or SML, and the various classes of compensation that are payable to the landowners for the various land uses. The SML, which expires in 2019, encompasses approximately 2,240 hectares including the mine area and the areas in which the project infrastructure is located. There is no expiration date for the MDC, but it is tied to the continuation of the SML. Leases for mining purposes have also been awarded by the Government of Papua New Guinea for land use associated with the mining operation such as waste dumps, campsite, and airstrip. Permits are held for water use, including run-off from unconsolidated surfaces, such as the open pit, the underground mine and the waste dumps. These permits are renewable on a regular basis and are subject to public hearing before approval. The Porgera Joint

Venture runs an extensive environmental monitoring program to ensure compliance with the requirements of these permits.

The Porgera Mine is operated subject to the requirements of the Mining Act and the Mining Safety Act as applied by the Papua New Guinea Government. All requisite licenses and permits are kept in good standing.

The Mining Safety Act and Regulations, sets out in detail the standards pertaining to safe and responsible mining. It lays down the conditions a mining operation has to comply with to ensure that the health and safety of all workers is protected. It includes requirements pertaining to worker training, risk assessment and safe working procedures with regard to all activities associated with mining.

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,

2003 2002 2001 South Africa 18,766 20,405 18,653 Papua New Guinea 472 529 463 Total 19,238 20,934 19,116

The total number of employees of 19,238 comprises 4,426 contractors and 14,812 employees who are directly employed by us and our group companies. The decrease in the number of employees in 2003 is due to the sale of 60% of our interest in the Crown Section as well as retrenchment of approximately 3,000 employees at the North West Operations.

As of June 30, 2001, 2002 and 2003, the breakdown of our employees by main categories of activity was as follows:

Year ended June 30,

Category of Activity 2003 2002 2001 MiningOur employees 9,877 9,239 6,750 MiningContractors 4,426 6,172 6,154 Engineering 2,871 3,064 3,621 Metallurgy 960 1,244 1,465 Mineral Resources 361 356 300 Administration 243 281 282 Environmental 155 187 187 Human Resources 185 174 164 Medical 129 159 134 Safety 31 35 59

The relationship between management and labor unions remains good. The DRD/NUM Consultative Forum has been established to discuss matters pertinent to both parties at group level, while operations level forums continue to deal with local matters. The 2003/2005 wage negotiations were concluded without industrial action which had been threatened. The retrenchment of approximately 3,000 employees at the North West Operations was also concluded without any incidents of industrial action.

There were no material incidents of industrial action or labor unrest at our operations during fiscal year 2003.

The following chart shows our structure as of November 30, 2003. All of our subsidiaries are incorporated in South Africa unless otherwise indicated.

Below are maps showing the locations of our mines and projects in South Africa, New Guinea and Fiji.

As of November 30, 2003, we had the following significant subsidiaries and operations:

South Africa

Buffelsfontein Gold Mines Ltd

Buffels was incorporated and registered as a public company in South Africa on September 20, 1995 under the name Camelian Investments (Pty) Ltd. Camelian Investments (Pty) Ltd. changed its name to Buffelsfontein Gold Mines Ltd on December 29, 1995. As of December 31, 1995, Buffels acquired the assets and liabilities of the Buffelsfontein mine division of Buffelsfontein Gold Mines Company Limited previously managed by Gencor Limited, a South African mining company. We acquired Buffels on September 15, 1997. On August 16, 1999, Buffels acquired both the Harties business assets and the Hartebeestfontein Gold Mining Company Limited, or Hartebeestfontein, from Avgold Limited. Hartebeestfontein was incorporated as a public company in South Africa on June 20, 1949 and is now dormant. We refer to the Buffels and Harties Sections collectively as the North West Operations.

North West Operations

The Buffels Section is located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province, and is reached via the Johannesburg-Potchefstroom-Kimberley highway. The mine's infrastructure includes the shaft complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for staff is situated on the property as well as in the neighboring towns of Stilfontein and Klerksdorp, where Buffels owns 111 houses. Buffels has mining title to 17,575 acres and freehold title to 4,893 acres. The term "freehold title" refers to a right of ownership of land and the surface thereof. The term "mining title" refers to a right of ownership of the minerals below the surface or the right to mine such minerals. These rights can arise under South African legislation or common law. Currently, the North West Operations employs approximately 10,000 workers.

The Buffels Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. The mine was originally incorporated in 1949 and since inception has produced over 32 million ounces of gold, with 20,100 tons of uranium as a by-product.

The Buffels and Harties Sections mine the Vaal Reef ore and previously discarded low-grade rock dumps. In addition to mining its lease area, Buffels currently operates and mines the adjoining Harties mineral rights areas and another area pursuant to royalty-based tribute

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document agreements with Lucas Block Minerals Limited, a South African company, and Harties. The average mining depth at the Buffels Section is 6,099 feet (1,790 feet below mean sea level, or BMSL) and 5,322 feet (961 feet BMSL) at the Harties Section.

The bulk of the mine's ore reserves have been mined-out but the infrastructure is in good condition and is being used by Buffels to access remnant reserves and blocks originally bypassed because of structural complexity. Access from the surface to the current underground workings of the mine is through vertical and underground incline shafts. 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 conveyed to the metallurgical plant for gold extraction. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 proven and probable reserves of the Buffels Section were 1,426,000 ounces and we estimate that the life of the Buffels Section extends to the year 2011.

The Harties Section is also located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province. The mine infrastructure includes the shaft complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for staff is situated on the property as well as in the neighboring towns of Stilfontein and Klerksdorp. The Harties Section contains mining title to 15,560 acres and owns 375 acres of freehold property, all held in the name of Buffels.

The Harties Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. Exploration, development and production dates back to 1949 with total gold production from the area totaling over 38 million ounces, with uranium oxide, sulfuric acid, pyrite and silver being recovered as by-products.

Gold production at the Harties Section started in 1955 on the Vaal Reef. By the late 1990's the mine had reached a position where its life was dependent on the mining of shaft pillars and scattered remnants. Under our management, the mine has produced more than 1.4 million ounces of gold. Based upon a gold price of $350 per ounce, and an exchange rate of R8.58 to $1, at June 30, 2003 proven and probable reserves of the Harties Section were 7,058,000 ounces and we estimate that the life of the Harties Section extends to the year 2023.

Buffels acquired the Harties mine on August 16, 1999. The Harties Section has been converted from a high-grade mine with a short life to a medium-grade mine with a longer life. This has been achieved in three stages, firstly, by the conversion of the previous owners' mine plan and operating method, secondly, by dropping the pay limits and putting in place a medium-term operational plan including the opening up of old mining areas for remnant mining, and thirdly, developing a sustainable life of mine plan that will be supported by areas not included in the previous owners' mining plan due to high pay limits.

The following table details the operating and production results from the North West Operations for the past three fiscal years.

Year ended June 30,

2003 2002 2001 Production Buffels -Surface Operations Ore mined ('000 tons) 3,947 3,520 3,627 Recovered grade (oz/ton) 0.012 0.012 0.013 Gold produced (ounces) 49,061 43,339 48,451 -Underground Operations Ore mined ('000 tons) 972 633 607 Recovered grade (oz/ton) 0.155 0.198 0.197 Gold produced (ounces) 150,690 125,549 119,829 Harties -Surface Operations

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Ore mined ('000 tons) 1,572 2,774 3,266 Recovered grade (oz/ton) 0.019 0.022 0.018 Gold produced (ounces) 29,386 60,347 58,451 -Underground Operations Ore mined ('000 tons) 1,802 1,873 2,058 Recovered grade (oz/ton) 0.130 0.166 0.185 Gold produced (ounces) 233,606 311,315 381,596 Total Ounces produced 462,743 540,550 608,327 Results of Operations ($) Revenues ('000) 155,716 160,596 168,111 Cash cost ('000)(1) 148,361 118,265 140,225 Cash profit ('000)(2) 7,355 42,331 27,886 Non-U.S. GAAP Financial Data(1) Cash cost per ounce of gold ($) 321 219 231 Total cost per ounce of gold ($) 320 426 300 (1) For a discussion of total costs and cash costs See Item 3. Key InformationA. Selected Financial Data.

(2) Cash profit represents the difference between Revenues and Cash cost.

North West Operations gold production for the 2003 fiscal year was 462,743 ounces as compared to 540,550 ounces for fiscal 2002 and 608,327 ounces for fiscal 2001. Cash costs increased to $321 per ounce in fiscal 2003 from fiscal 2002, where we were able to reduce cash costs to $219 per ounce of gold from $231 per ounce of gold in fiscal 2001. The increase was primarily due to the appreciation of the Rand against the dollar in fiscal 2003, as well as increased labor costs. Total cost per ounce of gold decreased to $320 per ounce in fiscal 2003 from $426 per ounce in fiscal 2002 and $300 per ounce in fiscal 2001. This decrease is primarily due to the profit on financial instruments in fiscal 2003 as compared to fiscal 2002.

approximately 3,000 employees retrenched at a cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a "care and maintenance" program. This resulted in a 5% reduction of the planned production profile. The operations expected life remains unchanged.

Blyvooruitzicht Gold Mining Company Ltd

Blyvoor was incorporated and registered as a public company in South Africa on June 10, 1937 and owns two adjacent mines (Blyvooruitzicht and Doornfontein) located on the West Wits line, near the town of Carletonville, about 50 miles south-west of Johannesburg. Blyvoor acquired Doornfontein in November 1995 and the mineral rights representing the Western Deep Levels tribute area in December 1996. We acquired the entire share capital of Blyvoor on September 15, 1997.

Blyvoor Section

The Blyvoor Section is located in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin, Gauteng Province, approximately 50 miles west of Johannesburg. Its operating facilities are all situated on property belonging to it, and include the shaft

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 has mining title to 16,242 acres and owns 5,138 acres of freehold property. Blyvoor also houses the majority of its employees in Blyvoor-owned accommodations on the property and in the town of Carletonville. The normal support structures, including training, security, hospital, sport and recreational facilities, schools and churches are situated on the property. The mine employs about 5,800 people.

Mining is focused on two gold-bearing pebble horizons, the Carbon Leader Reef, which is one of the principal ore bodies in the goldfield, and the Middelvlei Reef, which occurs in discrete channels over parts of the lease area. The Blyvoor Section was established in 1937 to exploit the rich Carbon Leader Reef but by the late 1980's had reached a position where its own life was dependent upon the mining of scattered Carbon Leader Reef remnants and limited sections of the lower grade Middelvlei Reef.

Access from the surface to the current underground workings of the mines is through vertical and incline shaft systems 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 the Blyvoor Section.

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.

The shaft system consists of three vertical shafts from the surface, twelve sub-incline shafts and two sub-vertical shafts underground. Of these nine incline shafts, only five 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 Blyvoor No. 5 Shaft. From there, it is trucked to the gold plant. The average mining depth at the Blyvoor Section is 10,541 feet (5,292 feet BMSL).

The merger with neighboring Doornfontein in October 1995, and the purchase of the mineral rights representing the Western Deep Levels Tribute area in December 1996, has increased Blyvoor's reserve base substantially. Our focus is now on realizing the potential of the remaining orebody. Together, these two operations have produced over 35 million ounces of gold since inception. We

anticipate that the new access to more efficient infrastructure, realized as a result of the merger with Doornfontein, combined with the anticipated benefits of the expansion project currently underway, but combined with a stronger Rand against the Dollar than in fiscal 2002, will enable cash costs at the Blyvoor Section to eventually stabilize between $280 to $290 per ounce.

The following table details the operating and production results from the Blyvoor Section for the past three fiscal years.

Year ended June 30,

2003 2002 2001 Production -Surface Operations Ore mined ('000 tons) 1,838 1,960 2,186 Recovered grade (oz/ton) 0.024 0.027 0.031 Gold produced (ounces) 44,626 52,854 68,255 -Underground Operations Ore mined ('000 tons) 970 838 656

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Recovered grade (oz/ton) 0.210 0.239 0.233 Gold produced (ounces) 203,000 200,171 152,556 Total ounces produced 247,626 253,025 220,811 Results of Operations ($) Revenues ('000) 81,848 73,705 59,548 Cash cost ('000)(1) 65,335 46,579 50,777 Cash profit ('000)(2) 16,513 27,126 8,771 Non-U.S. GAAP Financial Data(3) Cash cost per ounce of gold ($) 264 184 230 Total cost per ounce of gold ($) 235 327 241 (1) For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data.

(2) Cash profit represents the difference between Revenues and Cash cost.

The Blyvoor Section is currently undergoing a substantial expansion. This project will facilitate the commissioning of additional infrastructure and the opening up of additional areas to further enable the effective mining of payable mineral resources at the Blyvoor Section. We anticipate a significant increase in underground production and an increase in our cash costs, to approximately $290 for the 2004 fiscal year, from $264 per ounce for fiscal 2003 as a result of this project as well as a stronger Rand against the Dollar. Total costs per ounce of gold produced decreased to $235 per ounce in fiscal 2003 from $327 per ounce in fiscal 2002 and $241 per ounce in fiscal 2001. This decrease is primarily attributable to increased profits on financial instruments during fiscal 2003. The Blyvoor Section gold production for the 2003 fiscal year was 247,626 ounces as compared to 253,025 ounces in fiscal 2002 and 220,811 ounces in fiscal 2001. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 proven and probable reserves of the Blyvoor Section were 5,780,000 ounces and we estimate that the life of the Blyvoor Section extends to the year 2024.

Crown Consolidated Gold Recoveries Ltd

Crown was incorporated in South Africa on May 23, 1997. Pursuant to a scheme of arrangement, we acquired Crown on September 14, 1998.

On June 12, 2002, we entered into an agreement with the IDC, KBH, and Crown whereby, with effect from July 1, 2002 we sold 3% of the entire issued share capital of and shareholders loans held in CGR, a subsidiary of Crown, to KBH and 57% of the entire issued share capital of and shareholders

loans held in CGR to IDC for a total amount of R105 million ($10.1 million). As part of this transaction, we loaned KBH R5.3 million ($0.7 million) to fund its initial purchase of 3% interest in CGR. According to the terms of the shareholders agreement entered into between these parties, the parties agreed that the IDC would not remain a shareholder in CGR, but would transfer its shares and claims held in CGR to KBH. Accordingly, IDC granted an option to KBH to purchase its shares and claims held by it in CGR subject to certain terms and conditions. The option was exercised by KBH in July 2002 and KBH is currently the owner of 60% of the entire issued share capital of and shareholders loans held in CGR. Crown now holds 40% of the issued share capital of CGR, which had three wholly-owned subsidiaries, Crown Mines Limited, City Deep Limited and Consolidated Main Reef Mines and Estate Limited.

On October 10, 2002, CGR entered into an agreement to purchase the entire issued share capital and all shareholders' claims of ERPM. ERPM is located near the town of Boksburg on the East Rand, which is east of Johannesburg and approximately 60 miles from the Blyvoor Section. The purchase price of this acquisition is R100 million ($11.0 million).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In connection with CGR's acquisition of ERPM, we entered into a loan and pledge agreement during October 2002. Under this agreement we agreed to lend and advance ERPM a working capital facility of R10 million ($1.3 million). The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft. As of November 30, 2003 the interest rate on the loan stood at 12%. The largest amount outstanding on the loan to date is $1.5 million. CGR's acquisition of ERPM has been approved by the South African competition authorities.

In October 2002 we loaned CGR the sum of R60 million ($8.0 million) to facilitate its acquisition of ERPM. We have subsequently loaned CGR an additional R9.9 million ($1.3 million), which CGR in turn loaned to ERPM as working capital.

Crown Section

The Crown Section is situated just outside of Johannesburg, South Africa. Crown has mining rights to 5,787 acres and has the right to occupy 1,490 acres of freehold property. Crown's three operating plants re-treat the sand dumps, slimes dumps and other gold-bearing material such as valley silts, gold plant foundations and railway ballast, collectively termed "archive material," deposited as tailings from the now defunct mines that once operated in the Witwatersrand area of South Africa.

Crown now operates the Crown, City Deep, Knights and West Wits gold plants, mining sand and tailings dams that were deposited in years when the technology for gold extraction was not as advanced as today. These dams are reclaimed by loading and trucking or by monitoring with a water jet and pumping the sand and tailings to the metallurgical plants. Low-grade rock dump material that was formerly regarded as waste is also loaded and trucked to the plants. Archive material is also a significant contributor of gold.

In recent years, Crown has conducted extensive testing and financial modeling of a process called "pre-concentration." This process enables the metallurgical plant feed to be concentrated into streams that contain more gold ounces per ton, while minimizing other materials. The process is measured by the tons rehabilitated and the tons treated. The laboratory scale and pilot plant testing attempts to define the optimal process for each sand dump.

The aim of this technology, if successfully implemented, is to upgrade 70% of the gold in the sand dumps into 30% of the mass. As roughly 70% of the costs in extracting gold in a re-treatment process are variable direct plant costs, this reduction in tonnage could result in substantial cost savings. The overall amount of gold recovered per ton is less, but it is recovered at a substantially reduced per unit cost. All other conditions remaining unchanged, this is expected to result in higher profits and greater opportunities to treat lower grade material.

The following table details the operating and production results included in our results from the Crown Section for the past three fiscal years:

Year ended June 30,

2003 2002 2001 Production(1) Ore mined ('000 tons) 4,884 12,297 12,099 Recovered grade (oz/ton) 0.020 0.011 0.012 Gold produced (ounces) 77,239 138,665 145,029 Results of Operations ($)(2) Revenues ('000) 40,606 39,216 Cash cost ('000)(3) 28,254 31,055 Cash profit ('000)(4) 12,352 8,161 Non-U.S. GAAP Financial Data(3) Cash cost per ounce of gold ($) 204 214 Total cost per ounce of gold ($) 278 238

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Production figures reflect our 40% in the Crown Section (including ERPM) for 2003 and 100% for 2002 and 2001.

(2) As a result of the sale of 60% of CGR to KHB with effect from July 1, 2002 the results of the Crown Section are no longer consolidated into our results. Our remaining 40% is now accounted for using the equity method.

(3) For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data.

(4) Cash profit represents the difference between Revenues and Cash cost.

The attributable Crown Section gold production for the 2003 fiscal year was 77,239 as compared to 138,665 ounces for fiscal 2002 and 145,029 for fiscal 2001. This decrease was as a result of the sale of 60% of CGR to KBH, effective July 1, 2002. We were able to reduce cash costs to $204 per ounce of gold in fiscal 2002 from $214 per ounce in fiscal 2001 due to the weakening of the Rand against the Dollar and cost control measures instituted by management. Total cost per ounce of gold increased to $278 per ounce in fiscal 2002 from $238 per ounce in fiscal 2001. This increase is primarily attributable to costs associated with the close out of our hedge book in 2002. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 our attributable proven and probable reserves of the Crown Section were 418,000 ounces and we estimate that the life of the Crown Section extends up to 2010.

Mining operations at ERPM are comprised of three vertical shafts known as Far East Vertical Shaft, Central Shaft and Hercules Shaft. There are also two additional shafts at ERPM. The first shaft is known as South East Vertical Shaft and is used for the transport of men and materials as well as the hoisting of rock. The second shaft is known as South West Vertical Shaft and is used for pumping.

At the Far East Vertical Shaft, the Composite Reef is mined. This reef accounts for all the gold in the eastern portion of the mine. A high- grade concentration of gold, or payshoot, of the Composite Reef occurs in an arc which decreases in gold value from the northwest to the southeast. This high-grade payshoot is the result of sedimentological erosion and the reworking of the older Main Reef and Main Reef Leader gold-bearing pebble horizons with the gold being concentrated within the younger Composite Reef.

Also at the Far East vertical shaft, there is a significant dyke development that trends roughly north-south and is exposed in the western faces. Faults in this area generally have small throws and are

easily negotiated. Routine cover drilling is in place and several holes that are 650 feet in length have been drilled towards the east to locate a fault that appears to be seismically active. These holes indicate that future production will not be impacted by this fault for the next two years. In order to obtain advance warning about the position of these faults, proposals for 1,300 feet holes have been budgeted. Based upon a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 our attributable proven and probable reserves of the ERPM Section were 794,000 ounces and we estimate that the life of the ERPM Section extends up to 2014.

West Witwatersrand Gold Mines Ltd

West Witwatersrand Gold Mines Ltd, or West Wits was incorporated and registered as a public company in South Africa on December 21, 1967 under the name Minador Gold Mining Company Ltd.

We acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Wits, as well as Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited, on April 1, 1996. We also acquired the entire issued capital and the shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

The West Wits Section was formed out of the northern section of Randfontein Estates located in the West Rand Gold Fields, about 22 miles west of Johannesburg, Gauteng Province. West Wits also has rights to mine on three adjacent mining leases, namely, East Champ d'Or, West Rand Consolidated and Luipaardsvlei. West Wits has mining title to 8,364 acres and owns 72 acres of freehold property on which all of its mining operations are situated. These include its processing plant, workshop and administrative buildings that have been upgraded during the last two years.

The West Wits Section is situated on the northern edge of the Witwatersrand Basin near the town of Krugersdorp to the west of Johannesburg. We have ceased all underground and open-pit mining operations at West Wits and the present 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. Because of increased mining costs and a decline in the gold grade at these operations, all mining there has ceased as of August 2000. 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. Depth, infrastructure and higher pay limits prevented the complete exploitation of the reefs during the first phase of mining.

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 Section has produced more than one million ounces of gold since inception, before the cessation of underground and open-cast operations at the end of August 2000. Subsequent to the cessation of mining operations, the metallurgical plant at the West Wits Section was taken over by Crown for the processing of sand dumps only.

The following table details the operating and production results from the West Wits Section for the past three fiscal years:

Year ended June 30,

2003 2002 2001 Production Ore mined (`000 tons) 1,606 3,262 2,815 Recovered grade (oz/ton) 0.009 0.007 0.009 Gold produced (ounces) 14,531 23,245 25,849 Results of Operations ($) Revenues ('000) 4,800 6,897 6,973 Cash cost ('000)(1) 4,863 6,137 8,126 Cash (loss)/profit ('000)(2) (63) 760 (1,153) Non U.S. GAAP Financial Data(1) Cash cost per ounce of gold ($) 335 264 314 Total cost per ounce of gold ($) 319 355 241 (1) For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data.

(2) Cash profit/(loss) represents the difference between Revenues and Cash cost.

The West Wits Section gold production for the 2003 fiscal year was 14,531 as compared to 23,245 ounces for fiscal 2002 and 25,849 ounces for fiscal 2001. The decrease in production from fiscal 2002 to fiscal 2003 was due to the cessation of mining at certain non-profitable surface dumps. Cash costs increased to $335 per ounce of gold in fiscal 2003 from $264 per ounce of gold in fiscal 2002 and $314 per ounce of gold in fiscal 2001 primarily due to the strengthening of the Rand against the Dollar. Total cost per ounce of gold decreased to $319 per ounce in fiscal 2003 from $355 per ounce in fiscal 2002 but is still above the $241 per ounce of fiscal 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In June 2002, we entered into an agreement with MGL for the sale of the West Wits gold plant, freehold areas, surface rights permits and certain related assets for R25 million ($2.4 million) to process previously reclaimed sand dumps and surface materials located at the West Wits Section. This agreement amends an original agreement with Bophelo Trading (Proprietary) Limited. As part of the agreement, we agreed to indemnify MGL against any loss, damage or expense which MGL might incur as a result of any liability in connection with the transferred assets, the cause of which arose prior to this sale. This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003. The effective date of this sale was July 21, 2003.

Also as part of our agreement with MGL, we agreed to the use by MGL of three surface rights permits covering a portion of the West Wits Section. We also agreed to allow MGL the use of pipelines in respect of three other surface right permits and transfer two other surface right permits to MGL. Upon complete payment of the purchase price, we also agreed to transfer a portion of our freehold acres at the West Wits Section to MGL. MGL has agreed to indemnify us with respect to any and all claims against West Wits arising from MGL's use of these permits.

However, the surface materials purchased by MGL do not include any materials which we have excavated from the open pit mine at the West Wits Section and deposited on the pit side or rock dump located in the freehold acres sold to MGL over which we have granted rights to a third party. Furthermore, we retain the right to mine underground by virtue of our mining titles and authorizations covering the property. We also retain certain rehabilitation liabilities with respect to our underground activities. Additionally, we have granted MGL a right of first refusal over certain assets at the West Wits Section and over our equity interest in West Wits.

Papua New Guinea

Dome Resources (Pty) Ltd

Dome was incorporated on May 17, 1984 under the name Dome Resources NL. Dome's shares were listed on the precursor to the Australian Stock Exchange Limited in 1996. During September 1999, we purchased 28,693,002 (19.93%) Dome ordinary shares for A$0.30 per share. Dome owns and operates the Tolukuma gold and silver mine in Papua New Guinea.

On March 13, 2000, we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. We completed this acquisition in June 2001.

Effective July 1, 2003 Dome sold its interest in Tolokuma to another of our wholly-owned subsidiaries, DRD (Isle of Man) Limited.

Tolukuma Section

The Tolukuma Section is worked on a "fly-in-fly-out basis", with all staff being accommodated in single quarters. All supplies for the Tolukuma Section must be flown in by helicopter. We contract with a third party for this service. Open pit and underground mining is conducted using mining plant and equipment owned by Dome. Access underground is via declines. A mechanised sub-level open stoping or "breast" mining method is used. Ore is hauled to the metallurgical plant which is about 600 yards from the mine then milled and treated through a conventional CIL circuit. The plant has an 18,000 tpm design capacity. The mine is located about 100 miles north of Port Moresby in Papua New Guinea at an elevation of 1,550 feet. The average mining depth at the Tolukuma Section is 492 feet (5,118 feet above mean sea level). The mine employs approximately 472 employees.

The property was purchased by Dome from Newmont Second Capital Corporation in 1993. Production from an open pit commenced in 1995 and from underground since mid-1997. The mine is a small (18,000 tpm capacity), high-grade (0.57 oz/t) operation. In fiscal 2003, the mine produced 68,096 ounces of gold and 157,844 ounces of silver. Total cash costs were $291 per ounce of gold equivalent (gold and silver by revenue) for fiscal 2003. Dome has consolidated an extensive holding (3,662 square miles) of exploration licenses around Tolukuma.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Tolukuma Section consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three other exploration licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses, ELA's 1263, 1271, 1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these exploration licenses and applications for exploration licenses cover an area of approximately 2,500 acres. The annual exploration expenditure required to keep the exploration tenements in good standing is approximately A$1 million.

The Tolukuma deposit is an epithermal low sulphidation gold/silver/quartz/adularia vein system noted for its high-grade "bonanza" style mineralization. The Tolukuma deposit is comprised of two sub-parallel, NNW-SSE trending structures. These are the Tolukuma structure and the recently discovered Zine structure located about 820 feet east of the Tolukuma vein. These are connected by a series of linked structures trending generally SE-NW direction. Quartz veins average 0.66 feet to 6.6 feet in width over a strike length of more than 0.9 miles. All of the present gold reserves are within these veins, several sections that have different geological characteristics. These zones are Gulbadi, Tinabar, Tolukuma, Zine, Gulbadi X-vein, Gifunis, Tolimi, and 120 Vein. Clay zones of variable width are located in the intersections on two or more structures. Minor loops off the main veins, minor splay veins and minor cross veins are excluded from the potential reserves, although they are mined at times, 90% of the current production is from underground mining of the Gulbadi and Tinabar veins and 10%

from open pit exploiting the Zine and 120 veins. Infill diamond drilling of the Zine and 120 veins is continuing and underground diamond drilling program has commenced.

The following table details the operating and production results from the Tolukuma Section for the past three fiscal years.

Year ended June 30,

2003 2002 2001 Production Ore mined (`000 tons) 177 184 134 Recovered grade (oz/ton) 0.38 0.39 0.47 Gold produced (ounces) 68,096 71,955 63,593 Results of Operations ($) Revenues ('000) 23,580 22,050 17,295 Cash cost ('000)(1) 19,815 17,272 15,418 Cash (loss)/profit ('000)(2) 3,765 4,778 1,877 Non U.S. GAAP Financial Data(1) Cash cost per ounce of gold ($) 291 240 242 Total cost per ounce of gold ($) 461 369 316 (1) For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data.

(2) Cash profit represents the difference between Revenues and Cash cost.

The Tolukuma Section gold production for the 2003 fiscal year was 68,096 ounces as compared to 71,955 ounces for fiscal 2002 and 63,593 ounces for fiscal 2001. The Tolukuma Section also produced 157,844 ounces of silver in fiscal 2003 as compared to 261,550 ounces of silver in fiscal 2002. Cash costs increased to $291 per ounce of gold in fiscal 2003 from $240 per ounce of gold in fiscal 2002, primarily due to the decrease in ounces produced and $242 per ounce of gold in fiscal 2001 primarily due to the decrease in ounces produced. Total cost per ounce of gold increased to $461 per ounce in fiscal 2003 from $369 per ounce in fiscal 2002 and $316 per ounce in fiscal 2001. Based on a gold price of $350 per ounce and an exchange rate of R8.58 to $1, at June 30, 2003 proven and probable reserves of the Tolokuma Section were 144,000 ounces and we estimate that the life of mine of the Tolukuma Section extends up to 2006.

On October 14, 2003 we announced that we had reached an agreement with OSL to acquire two of that company's wholly-owned subsidiaries, OMP and MRP. The transaction was affected through the amalgamation of OML and MRP and our wholly-owned subsidiary, Dome Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition, we have offered 5% of our assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

All conditions precedent to this transaction have been met and the approval of the Papua New Guinea Central Bank was obtained on November 19, 2003. The agreement was finalized and the transaction took place on November 21, 2003.

Porgera Mine

Through our wholly-owned subsidiary, OML, we own a 20% interest in certain mining leases, easements and exploration licenses which form part of the Porgera Mine. Placer Dome Inc. owns 75% of the tenements which make up the Porgera Mine and the remaining interest is owned by the Enga Provincial government and landowners. All of the various mineral tenements making up the Porgera Mine are exploited collectively by the parties. An affiliate of Placer Dome, Inc., Placer (PNG) Limited is the operator of the Porgera Mine and is subject to the control of a Management Committee made up of representatives of the parties. Decisions regarding the assets which comprise the Porgera Mine including any sale thereof are made collectively by the parties through the Management Committee. The parties also have a right of of first refusal with regard to certain assignments of assets which make up the Porgera Mine.

The Porgera Zone VII orebody is an epithermal style orebody located within thermally metamorphosed sediments of the geological area known as the Cretaceous Chim formation and the associated Porgera Diorite Intrusive Complex which are of Miocene age. The known orebody extends for up to 3,050 feet along strike. The maximum width across strike is 328 feet, but the width is commonly no more than 65 to 98 feet. The intrusive diorite complex has many individual stocks and dykes. The rocks are competent but tend to be brittle, and in the vicinity of the orebody, are extensively veined and brecciated. The intrusive bodies tend to be concentrated towards the footwall of the deposit. Underground mining of the central portion of this zone was completed by October 1997. Much of the open pit production in calendar 2002 was from the footwall margins of this zone.

Four precious metal associations have been recognized as part of the mineralizing events: (i) auriferous pyrite, sphalerite, galena; (ii) coarse euhedral auriferous pyrite; (iii) fine anhedral, auriferous, arsenical pyrite; and (iv) gold, electrum.

The fourth association is the source of the exceptionally high gold grades found in the deposit. Although a portion of the gold is free, the majority occurs as submicroscopic gold intimately associated with and disseminated throughout pyrite.

The Porgera deposit is currently being extracted using open pit and underground mining methods. In calendar 2002, mill feed was sourced 59% from open pit, 2% from underground and 39% from stockpiled ore.

The workforce at the Porgera mine comprises about 2,050 employees, of whom 89% are Papua New Guinea nationals. In addition, there are approximately 560 contractors of whom 89% are also Papua New Guinea nationals.

During the fiscal year ended December 31, 2002, the Porgera mine produced a total of 641,810 ounces of gold, at an average cash and total cost of $216 and $269 per ounce, respectively.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Open pit mining at the Porgera mine is currently in Stages 4 and 5 of a 5-stage open pit mining plan. Stage 4 production has been and will continue to be the principal source of ore for the twelve months ending December 31, 2003 and until completion of the stage late in 2004. Stage 5 is under development and will contribute ore from calendar 2003 to calendar 2006. Planned gold production based on open pit and stockpile operations at the Porgera mine is expected to average around 685,000 ounces per year from 2003 through 2005, then decline as lower grade stockpiles are treated until 2012. Underground mining, which was suspended in October 1997, was recommenced in 2002 and we

anticipate that it will contribute ore through to late 2005. This is expected to augment average annual production by approximately 125,000 ounces per year over the calendar 2003 to calendar 2005 period.

Production by the Porgera mine is subject to a 2% royalty payable based on the net smelter return to the National Government Department of Mines which then distributes it to the Enga Provincial government, the Porgera District Authority, and local landowners.

The proven and probable mineral reserves at December 31, 2002 contained 6.2 million ounces of gold with a projected life of 10 years.

Fiji

Emperor Mines Limited

On December 16, 2002, we announced our proposed acquisition of an equity stake in Emperor Mines Limited, an Australian listed gold mining company. As part of the acquisition we will have the right to appoint two members of the eight member board of Emperor Mines Limited. As of December 31, 2002, we had acquired on the open market 0.51% of Emperor Mines Limited for A$0.7 million ($0.4 million). By April 2003 we had increased our percentage holding in Emperor Mines Limited through additional purchases on the open market to 19.81% at a total additional cost of A$15.8 million ($9.2 million).

Emperor Mines Limited owns the Emperor mine located at Vatukoula on the South Pacific island nation of Fiji. The Emperor mine is a multi-shaft underground mine currently producing approximately 115,000 ounces of gold annually. The mine has been in operation since 1934 producing some 6.5 million ounces of gold over the 70 year period.

Vatukoula is a low-sulphidation epithermal gold deposit associated with alkaline type igneous rocks in a volcanic setting. This volcanic setting and rock type is typical of several major gold mines in the southwest Pacific region such as Porgera. The ore deposits lie along the margin of the Tavua volcanic caldera and consist of various types of quartz-adularia-telluride-auriferous-pyrite fillings deposited in fractured, faulted and shattered volcanic rocks.

Current production at the Emperor mine comes from four mining sections that are named according to the shaft or drive access: Smith Shaft, Philip Shaft, R1-Cayzer Shaft and the Emperor Decline.

The majority of the Emperor mine's orebodies are situated in the southwest portion of the volcanic margin of the Tavua volcanic caldera, a large shield volcano about 15 km in diameter. The more recently accessed R1 orebodies are, however, situated within the caldera.

Volcanism commenced about 5 million years ago and ceased about 3.5 million years ago. The ore bodies were the last major geological event and mineralised fractures persist throughout the very late stage sediments that filled in the central part of the caldera. The gold is found as native gold, auriferous pyrite, and as gold tellurides.

Most of the known orebodies at Vatukoula are relatively narrow, flat dipping structures previously mined by room and pillar methods. They are now mined predominantly by longwall stoping, although throughout the mine a number of other mining methods, such as sub-level

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document stoping and caving, cut-and-fill, shrinkage stoping and up-dip mining, are also practiced. The remnants of 50 years of room and pillar mining are also currently being successfully exploited.

As at June 30, 2003, the Emperor mine has reserves of 0.85 million ounces, currently being mined at approximately 115,000 ounces annually.

The Emperor mine is Fiji's second largest private employer with over 2,100 employees and accounts for approximately 7.5% of Fiji's national foreign income.

For accounting purposes we classify our 19.81% interest as available for sale, and account for it at market value.

Exploration Projects

South Africa

The Argonaut Project represents the southern down-dip extension of the Central Rand gold field. The strike length of the area covered by the mineral rights covers approximately 19 miles from Durban Deep in the west to ERPM in the east and reaches a depth of more than 13,000 feet.

The Argonaut Project was suspended in August 1999 since we did not have sufficient cash resources at that time to continue exploration. At present, we have completed a three-dimensional seismic survey and a comprehensive mineral and surface rights search. The feasibility of recommencing the Argonaut Project has been re-evaluated by us due to the increase in the Rand price of gold in fiscal 2002. The lead times for the Argonaut Project are as follows: exploration phase0 to 3 years; mine construction4 to 11 years; and gold production buildup8 to 11 years.

Further exploration work on the Argonaut Project is necessary over the next several years to accurately delineate the underground gold reserves which lie between approximately 9,800 and 16,400 feet below the surface. Only after this exploration work is complete will we be able to commence sinking shafts. Following the resignation of Mr. Nicolas Goodwin, who was one of our non-executive directors who managed the Argonaut Project, we hired Blackfriars Court, as mining and minerals management advisers to manage and coordinate the project on our behalf.

The work involves an initial three dimensional seismic survey from the surface over the entire proposed lease area of two hundred sixty square kilometers. The system uses sound waves that are transmitted into the ground by large vibrating machinery on the surface. The sound waves reflect off different layers of material underground. The reflected sound waves come back to the surface and are picked up by special microphones. The data is then relayed to a computer where it is used to draw diagrams of the underground area. The survey will take approximately two years to complete.

Once the seismic survey results are known, this data is used to assist in positioning the exploration boreholes that are needed to sample and measure the amount of gold in the reefs. Approximately thirty-five boreholes will be drilled to evaluate gold deposits at the Argonaut Project. The drilling of the boreholes will start approximately one year after the three dimensional seismic survey has commenced and will continue for an additional two years. If the results of the three dimensional seismic survey and drilling are encouraging, a detailed feasibility study will be conducted. Once this is complete, the design of the gold mine and underground workings can commence. This will require an additional two years. We have filed an application for a prospecting permit and this application is still pending.

Papua New Guinea

Tolukuma Section

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Results of the Saki prospect area, have yielded low grades to date with our best results to date being 0.19 oz/t over 3.3 feet and 0.16 oz/t over 10.7 feet. Drilling is continuing and we are targeting veins that are down the hill and deeper into the system in areas where surface sampling has shown increased grades.

Drilling sites are also being prepared on the Taula vein at Seri which is 2.5 miles south of the Tolukuma mine. Grass roots exploration has been concentrated on uranium and thorium responses

developed from reprocessing of the airborne program of 1998. This is being done to test the concept of radiometric signatures potentially identifying mineralization compared to the potassium data highlighting the alteration. Eleven targets have been identified (all within 6 miles of Tolukuma), and the first of these has revealed an extension of the Tolukuma Structure, however, as yet no significant gold mineralization has been located.

A new road is being extended south from the Gulbadi pit into the Illive Valley for the drilling of deep holes into the Milaihamba Structure, which is a future mining area. This road is now being mapped and sampled to identify structures and mineralization interpreted from the opposite side of the valley. Approximately 15 miles of line has been cleared for surveyors to mark out the boundaries of a new mining lease application that will include the prospects of Saki and Taula veins.

In the regional programs aimed at longer-term targets, reconnaissance work has been carried out at the Awara and Gira prospects, which are exploration areas, and has confirmed the work of earlier exploration companies with delineation of anomalous gold and gold-base metals mineralization. A brief reconnaissance of pits being worked by members of the local community showed significant gold in samples from a vertical shear zone with quartz-pyrite stockwork. The planned airborne geophysical survey covering the area will commence shortly.

Porgera Mine

Exploration drilling in the twelve months ended December 31, 2002 concentrated on the preliminary evaluation and upgrading of additional potential underground mineral resources. The four principal target areas were Eastern Deeps, Roamane Fault Zone, Kusmambo and Project X. Drilling results indicate the Eastern Deeps and Roamane Fault Zone have potential to realize increased reserve ounces. Kusmambu results have been disappointing, but some additional drilling will be carried out in 2003 in an attempt to generate a limited reserve in this area. Project-X drilling has been discontinued due to poor results.

Exploration plans for the twelve months ending December 31, 2003 call for the evaluation of prospective near-mine surface targets as identified by previous surface work and the recent structural and fluid flow studies. The objective is to discover a near-mine reserve amenable to open pit or underground mining. The existing SML geological database creates an opportunity for focused re-evaluation of previous data using revised geological and structural models and current economic hurdles. These targets may be evaluated by a combination of surface and underground drilling.

Approval has been granted to extend the regional exploration program within remaining exploration leases held by the Porgera Joint Venture. Collation of previous research and limited additional research will be undertaken to establish the controls on the size, location and genesis of the Porgera deposit, and in doing so, will be a valuable exploration tool in which to search for "Porgera-like' targets in the area.

AustraliaDaylesford

Our license in Daylesford, which is a prospecting area in Victoria, Australia, was renewed in July 2003 for a period of two years. Progress to date includes data acquisition and interpretation. Previous drilling by Range River Gold NL, does not appear to effectively test a structurally favorable zone below the Ajax workings, which is a mining area, since the area has not been tested by drilling beyond relatively shallow depths. Testing of drill samples indicates 85% of gold is located at a depth of less than 345 feet. The quartz reef mineralization

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document appears to have strike lengths of less than 492 feet with widths of approximately 3.3 to 16.4 feet and multiple reefs were exploited representing structural repetition at depth.

Fiji

Emperor Mines Limited

Emperor Mines Limited holds 100% of the following Special Prospecting Licenses:

Location License Vatukoula Region, Viti Levu SPL 1201, 1344 SPL 1283, 1296, 1360, Other Viti Levu 1418 Vanua Levu SPL 1411

In addition Emperor Mines Limited has submitted an application for CX626 situated south of and contiguous to SPL1411 on the island of Vanua Levu.

Regional exploration activities during fiscal 2003 focused on surface diamond drilling for the Basala target and for extensions of a local geological area known as the Prince William Flatmake. Regional geochemical sampling continued at Tuvatu and around the southern caldera margin on SPL1201. Detailed mapping, sampling and trenching was carried out on the Tuvatu tenements as well as aerial magnetics and photo surveys.

Closed Operation

Durban Deep Section

The Durban Deep Section is situated 15 miles west of Johannesburg. We have title to substantial land tracts on the outskirts of the City of Roodepoort, which is located in this section.

The Durban Deep Section contains mining title to 14,262 acres and owns 3,667 acres of freehold property on which substantially all of its mining operations are situated. These include its administrative buildings, hospital, recreation complexes, housing in both hostel and freestanding houses and a security complex.

The Durban Deep Section is situated on the northern edge of the Witwatersrand Basin immediately to the west of Johannesburg. Mining had been taking place within the lease area since the discovery of the Witwatersrand gold field in 1886 at nearby Langlaagte. Five different ore bodies have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 9,200 feet and the reefs are known to persist to 13,000 feet below the surface within the lease area. Depth, infrastructure and higher pay limits prevented the complete exploitation of the reefs during the first phase of mining.

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

Management Service Agreements

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management, gold administration and hedging, technical and engineering services, mineral resource services and other management related services.

For CGR we provide management services jointly with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is R0.7 million ($0.08 million) per month and our management fee for services performed at ERPM is approximately

R1.5 million ($0.2 million) per month. The agreement with CGR is for one year and is automatically renewed annually, unless determined otherwise by the parties, by agreement. The agreement with ERPM is for a fixed two year period with an option to renew.

Environmental Management Performance Assessment

In order to assess the adequacy of approved environmental management programs in place at all our operations, and to strive for continual improvement and excellence in corporate governance, environmental audits are carried out at all of our operations. The audits are conducted at the North West Operations, Blyvoor Section, Crown Section and the Durban Deep Section closure operations. A performance assessment is scheduled for the ERPM Section early in 2004.

Comprehensive and detailed audit reports, are prepared. After discussion with the relevant management structures, and through a process of risk prioritization all non conformances are prioritized and actioned in a formally structured action plan for each operation. The action plans identify the key activities that need to be addressed to demonstrate sound environmental performance, the drivers responsible for actioning these, as well as practically achievable, yet definitive timescales for completion.

Progress is measured by means of regular report back at monthly business review meetings and compliance audits aimed at swiftly addressing non compliance or identifying and addressing "progress inhibitors".

This structured internal audit process is now being further applied to serve as basis for the Environmental Management Program, or EMP, performance assessment and monitoring reports, compliant with Regulations 5.17 and 5.18 of the Minerals Act, which we have scheduled to submit to the Department of Minerals and Energy, or the Department, by the end of 2003.

Environmental Regulation in South Africa

Mining companies in South Africa are required by law to submit Environmental Management Programs, or EMPs, with respect to each mine to the Director: Mineral Development. No mining may commence without an approved EMP unless a temporary mining authorization has been granted. These reports identify the individual mine surface rehabilitation issues and must be approved by other South African government departments, which are charged with the administration of the laws relating to the environment, including the Department of Water Affairs and Forestry. The EMP will only be approved once the various government departments which hold an interest under different laws in the protection of the environment have been consulted. The EMP must contain particulars of the ability of the holder of the prospecting permit or mining authorization to make the necessary financial provisions to implement the rehabilitation measures provided for in the EMP. Once approved, the EMP becomes legally binding on the holder of the relevant permit or authorization. The requirements imposed upon mining companies to ensure environmental restitution are currently under review and it is possible that the adoption of additional or more comprehensive and stringent requirements, in particular with regard to the management of hazardous wastes, the pollution of surface and ground water systems and the duty to rehabilitate closed mines will result in additional costs and liabilities to us.

Environmental Issues in South Africa

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 Department and which are reviewed and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document updated on an annual basis. EMP's have been submitted for all operations and all have been approved by the Department. Additionally, the key environmental issues have been prioritized and are being addressed

through active management input and support and progress measured in terms of activity schedules and timescales determined for each activity.

Radiation

There is a risk of radiation exposure inherent in mining operations due to the possible presence of gamma- and beta-emitting radio- nuclides in processed sludge and slimes and in water contained in tailings dams, exposure to uranium and other radio-active elements during the mining process and the potential exposure to radon and its isotopes (bismuth, lead and polonium). We believe our South African operations are currently in compliance with the requirements of the National Nuclear Regulator. Monitoring and control programs commensurate with the radiation hazards identified during risk assessments are in place to ensure that all radiation hazards to the environment are addressed and mitigated.

Waste Management

A study to identify and quantify all categories of waste, including potential radioactive waste, has been completed. Potential re-use through recycling, implementation of a waste reduction strategy and alternative disposal options for tailings are all being considered. Specific recommendations with regard to the backfilling of voids and shafts with slimes material have been made to the Department of Water Affairs and Forestry.

North West Operations

Activities in these sections include underground mining and the reclamation of surface dump material. Prospecting aimed at examining the viability of open-pit mining in the Townlands area and the mining of a number of residue deposits is currently underway. Due to its proximity to the Vaal River and the potential of pollution from seepage and run-off of water, a program has been initiated to increase the water retention capacity of the paddocks at the Buffelsfontein Tailings Complex and return water dams and to install a "draw off" system which will allow for return water to be re-circulated to the multigold plant, thus minimizing potential water pollution and utilizing polluted water more fully. A program has also been initiated to progressively vegetate the Buffelsfontein tailings dam slopes, aiming at self-sustainability within the next six years. A similar program is already well advanced at the Hartebeestfontein complex. Additionally, a comprehensive water balance program has been complied and reviewed periodically. This water balance model has provided information to facilitate the optimization of water management at the Mine and has contributed to the implementation of changes beneficiating the receiving environment. It has also provided detail to evaluate the potential reduction of dependence on the Midvaal potable water reticulation system. This will reduce pressure on this scarce national resource in the North West Province.

Pollution from the slimes dams is controlled by a return water dam system which facilitates the water re-use via the three metallurgical plants at this section. Dust pollution is mitigated through an active vegetation program and selective ridge plowing in areas marked for rehabilitation.

The vegetation program for the tailings dams is preceded by a detailed scientific and site-specific evaluation of the tailings complex. Based on the results of geo-chemical analyses performed, the tailings medium is prepared for vegetation establishment by the addition of lime to neutralize the natural acidic conditions and fertilizer. Vegetation is then established and care is taken to select species endemic to the area. A variety of species selected are then planted to ensure species diversity using either the leaching (irrigation) or dryland method. Regular monitoring is conducted.

To address dust pollution in unvegetated areas, in the short term, the open surface areas on top of the tailings dam are ridge ploughed mechanically. This method significantly reduces dust re-suspension.

As an additional measure in inaccessible areas, environmentally friendly chemical and organic dust suppressants are deployed.

Blyvoor Section

The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in the dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. The Blyvoor Section is currently in operation and monitors all water discharge as required by its environmental management program. This water is known as "fissure water" and is generally of good quality. Therefore, we believe that the contribution of this water to pollution of water in the area is minimal. We are also considering a plan to purify a portion of the water to potable standards for our own use at the Blyvoor Section.

We have not conducted an assessment of the full scope of such potential environmental damage. This is because the impact of our discharge cannot be addressed without addressing the impact from the discharge of other neighboring mining operations. These include operations owned by Harmony Gold Mining Company Limited, AngloGold Limited and Gold Fields Limited. The Far West Rand Dolomitic Water Association, of which all mining operations in the area are members, has undertaken two studies. Apportioned responsibility has been recognized by the Department of Water Affairs and Forestry and it is understood that the said regulator is initiating an impact assessment on the Wonderfonteinspruit so as to assess the cumulative impact from the different mining operations. One study, already commissioned and completed in January 2003 addressed the methodologies proposed for filling in sinkholes and subsidences. The second study will address the impact of the flooding on the dolomitic aquifers when mining in the area ceases. This study has been commissioned and is being planned by Dr. Frank Winde and is scheduled to be completed by the end of 2004.

In addition to purifying the water for our own use, we repair all sinkholes, in accordance with industry and government standards, as they form on our property. Sinkholes which form outside of our property are repaired by the Far West Rand Dolomitic Water Association.

Additionally, Blyvoor has also provided input and is currently supporting a regional initiative aimed at providing an integrated water management strategy in the Carletonville area. 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. 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 complexes followed by the application of lime, to neutralize the natural acidic conditions, and fertilizer.

On December 24, 2002, the City Council of Potchefstroom served an application on us and two other respondents alleging that we caused a river near the Blyvoor Section to become polluted through the discharge of effluent from a broken tailings dam nearby. We discharge effluent into this dam, which is owned by one of the other respondents, under permit from the Department of Water Affairs and Forestry.

In its application, the City Council of Potchefstroom requests the court to cause us to repair the broken dam wall, put in place a monitoring system for any possible pollution of the nearby river and prepare a rehabilitation program for the polluted area.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On January 16, 2002, we entered into a deed of settlement with the City Council. The court entered an order detailing the terms of the settlement and requiring Blyvoor to undertake the following:

secure the integrity of the Blaauwkbank tailings dam;

contain polluted water on mine premises;

obtain a water use authorization;

implement a water monitoring system;

have proper processes and procedures in place for closure and rehabilitation at the end of the life of the operation;

make all research reports available to the City Council and endeavor to share any future research reports with the City Council; and

facilitate the remediation of the Blaauwkbank tailings dam and downstream areas impacted by pollution.

Crown Section

The Crown Section operates at sites located in close proximity to significant infrastructure and commercial and residential development. The major environmental risks remain 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 all environmental issues, are prepared by specialist environmental consultants and applied site specifically to each recovery site and integrated into the audit process. Although we have completed a project for thickening re-processed tailings at this section, there remains a risk of localized sloughing which can result in that section of the dam being closed temporarily, with repair work being done to the dam wall. Also, direct rainfall on polluted reclamation sites in this section prior to their final clean up may create windblown dust and polluted water which may create future environmental liabilities for us. 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 our metallurgical plant. 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 complexes followed by the application of lime, to reduce the natural acidic conditions, and fertilizer.

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 merits from an environmental perspective. Apart from removing a potential pollution source an environmental risk, an added benefit for the community and Johannesburg's local economy is the liberation of prime land for alternate use. It is planned that in fiscal 2004 the final reclamation of two dams 3L19 and 3L20, thus liberating two sites for handover to the landowner. A total of 25.46 hectares (62.9 acres) has been rehabilitated for handover for alternate and beneficial land use.

Underground mining at the Durban Deep Section and at the West Wits Section has ceased as of August 2000. Commensurate with the decision to close these operations, a detailed closure program was prepared and submitted to the office of the Department in December 2000. The drafting of the program was preceded by a comprehensive risk assessment process, during which both residual and latent environmental risks and impacts were identified and prioritized. The risks identified are currently being addressed in accordance with the closure program submitted. In order to mitigate the impact of fugitive windblown dust from dormant tailings dams in proximity to surrounding communities, short term dust suppression methods are currently being deployed. Although this is expected to continue for a further two years, the program is being run along with a vegetation program, currently focusing on the two main tailings impoundments in question, namely the main mine complex, commonly referred to as 2124, and the West Rand Cons complex.

During the year, and as part of the rehabilitation program, a total of 17,000 trees were planted on the complex and key surface areas rehabilitated and grassed. Preliminary indications are that the tree species have established well. Attention will be focused in the coming year on the flattening, amelioration and vegetation of the tailings dams side slopes.

In addition to dust suppression, amelioration and vegetation of the tailings dams, the closure program is also currently focussing on the sealing of shafts and openings to surface, the demolition and rehabilitation of shaft infrastructure and the rehabilitation of open surface areas.

Substantial effort and resources have gone into the rehabilitation process yielding strong returns environmentally. In summary, total rehabilitation, involving plugging, capping and vegetation, of the Coetzee shaft, Number 7 shaft, Great Britain shaft and the Number 5 shaft, has been undertaken as well as the backfilling, compacting and vegetation of several voids and pits, the demolishing of redundant structures and buildings and the rehabilitation of the CIL plant area. Further progress in accordance with the closure plan is continuing. The Durban Deep Section is located within the geographical area known as the central basin which stretches from the Durban Deep Section in the west to ERPM in the east.

ERPM currently has an active pumping program in place and also a program to seal all points of water ingress which are not currently in use. This program has been substantially completed. Most of the mining and pumping in this geographical area has ceased. As a result, the entire basin is experiencing flooding. We estimate that if ERPM were to cease pumping entirely, water would begin to flood to the surface in the central basin within seven years which would have an immediate impact on the surrounding areas.

The West Wits Section is located in the geographical area known as the Western Basin. There is no hydraulic continuity between the Western Basin and the Central Basin. Water has already begun to flood to the surface in this area from other neighboring mining operations. However, there has been no flooding of water to the surface on any of our properties located in the Western Basin. This water is of poor quality, containing heavy metals, sulphates and other pollutants.

Because of this, the Department of Water Affairs and Forestry, or DWAF, requires that this water be temporarily directed into Robinson Lake to prevent it from reaching the Tweelopiesspruit, which is a local stream. If the water were to reach this stream, it could pollute neighboring communities, the Krugersdorp Game Reserve and the Sterkfontein Caves located nearby. A forum on which we are represented has been established in consultation with DWAF, the Department, the Department of Agriculture, Conservation, Environment and Land and other neighboring mining operations to address and manage the impact of the current flooding in the area.

We have developed a program to progressively seal all potential ingress points at the Durban Deep and West Wits Sections. We anticipate that this program will be completed by May 2005. The sealing of

all potential ingress points at these operations will be a permanent measure. All plugs used have been approved by the Department of Minerals and Energy which also performs periodic inspections during the sealing phase to monitor progress. However, despite these sealing programs, naturally occurring water conduits and other geological features which are not mine related and may not be located on mine property will allow surface water, especially storm runoff, to reach underground aquifers. This will eventually cause water levels to rise and allow polluted

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document water to discharge to the surface. The costs associated with sealing off all potential water ingress points at the Durban Deep and West Wits Sections have been included in the provisions for environmental rehabilitation.

During fiscal 2002, a total of nine shafts on the surface area were permanently sealed and capped according to plans and procedures approved by the Department.

As the closure program makes provision for active community participation and involvement, rehabilitation activities have been planned in such a way as to facilitate community participation and support. Community participation is encouraged and the concerns of interested and affected parties are addressed as they arise at public participation meetings facilitated by a respected and renowned facilitator.

Financial Provision for Rehabilitation

A Board of Trustees manages the individual Environmental Trust Funds of our mines. Regular meetings are held and a quarterly report is submitted to our board of directors. The total rehabilitation liability at June 30, 2003 was calculated at $24.6 million (2002: $17.9 million). The costs associated with sealing off all potential water ingress points at the Durban Deep and West Wits Sections have been included in the provisions for environmental rehabilitation. Amounts have been irrevocably contributed to trusts under our control. The money in the trust funds are invested primarily in interest bearing debt securities. We intend to finance the ultimate rehabilitation costs from the money invested in the trust funds as well as, at the time of mine closure, with the proceeds from the sale of the remaining assets and gold from plant cleanup. At June 30, 2003, cash of $17.9 million (2002: $12.1 million) was vested within the various trust funds. Rehabilitation costs included in operating expenditures at all of our South African mining operations amounted to approximately $0.8 million (2002: $0.4 million) for the fiscal year.

As of June 30, 2003, the balances for the rehabilitation trust funds were $1.4 million (2002: $0.7 million) for West Wits Section, $13.2 million (2002: $8.8 million) for Buffels Section, $2.0 million (2002: $1.3 million) for Blyvoor Section and $1.3 million (2002: $0.8 million) for the Durban Deep Section. The fund for each section includes provisions for all mines within that section. The fund for the Buffels Section includes provision for the Harties Section and provisions for the West Wits Section and Durban Deep Section are maintained in the same fund. Subject to Department of Minerals and Energy and South African Revenue Services approvals, ERPM will contribute to the trust fund for the Crown Section. ERPM's rehabilitation liability of R35 million ($4.7 million) is currently unfunded and it has been proposed by CGR that an initial payment of R5 million ($0.7 million) be provided by CGR to the fund. Shortfalls in these funds will be financed from ongoing financial contributions and to this end, a schedule phasing contributions into the fund over the life of the mine for the various operations has been prepared. The quantum will be dependent upon affordability at each site and if the operations cease prior to the projected life of mine, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of that particular operation.

We may incur significant costs associated with complying with the requirements imposed under existing or new legislation and regulations. This may include the need to increase and accelerate expenditure on environmental rehabilitation, which could increase our costs and reduce our profitability. With the introduction of an environmental rights clause in South Africa's Constitution a number of environmental legislative reform processes have been initiated. Legislation passed as a result

of these initiatives has tended to be materially more onerous than laws previously applied in South Africa. Examples of such legislation include the National Water Act, 1998 (as amended), and the National Environmental Management Act, 1998 (as amended), both of which include stringent "polluter pays" provisions. We believe that our current provisions for compliance with such legislation are reasonable.

Environmental Regulations in Papua New Guinea

Current Environmental Legislation

The following environmental legislation is currently applicable to the Tolukuma Section:

The Environmental Planning Act; and

The Environment Contamination Act.

The Water Resources Act regulates and controls the use of all Papua New Guinea water resources and addresses the following issues:

water use;

waste discharge quantities and quality;

water quality monitoring; and

optimal utilization and recycling.

The Environmental Planning Act and the Environment Contamination Act stipulate the regulatory requirements, as well as the process required for the development of a mining lease and special mining lease, and include the following:

accurately defining pre-mining conditions;

assessing environmental impacts;

enforcing good environmental practice; and

evaluating environmental performance.

The PNG Environmental Act 2000 and Regulations 2000

It is intended that the PNG Environmental Act 2000 and Regulations 2000, or the Environmental Act and Regulations, will replace the existing environmental legislation. The Environmental Act and Regulations provide for draft environmental policies to be drawn up specifying whether or not an environmental permit can be issued. For activities deemed to have a minor impact on the environment, such as, small scale alluvial mining, environmental permits will not be required. However, mechanized mining will be subject to the permit system. The policy may dictate that an environmental improvement plan be prepared by the permit holder. This plan would set out the steps by which a proposed activity will be carried out in order to comply with an environmental policy or any standard or requirement imposed by the Environmental Act and Regulations.

Environmental permits will be required for what are classified in the regulations as Level 2 or Level 3 activities. Level 2 and Level 3 activities are defined in the Environmental Act and Regulations in the context of gold mining, Level 2 activities are classified as either Category A or Category B activities whereas Level 3 activities reside under one category only.

drilling programs where the aggregate depth of all holds drilled is greater than 8,200 feet; and

mechanized mining on a mining lease issued under the Mining Act involving non-chemical processing of no greater than 55,000 tons per annum.

Level 2 Category B activities are:

mechanized mining of a mining lease issued under the Mining Act involving chemical processing of no greater than 55,000 tons per annum;

mechanized mining on a mining lease issued under the Mining Act involving non-chemical processing of more than 55,000 tons per annum; and

mineral beneficiation or processing other than alluvial mining in accordance with an alluvial mining lease issued under the Mining Act.

Level 3 activities are:

activities involving investment of a capital cost of more than 50 million Kina, except where such investment is made in pursuing an activity otherwise dealt with in the regulations in which case that category of activity will apply to the investment;

activities that will involve the discharge, emission or deposit of hazardous contaminants, except where such discharge, emission or deposit is ancillary or incidental to, or associated with, any other activity in the regulations in which case that category of activity will apply to the discharge, emission or deposit;

activities that may result in a significant risk of serious or material environmental harm within Wildlife Management Areas, Conservation Areas, National Parks and Protected Areas or any area declared to be protected under the provisions of an international treaty to which Papua New Guinea is a party and which has been ratified by the Parliament of the Independent State of Papua New Guinea; and

mining activities which require the issue of a special mining lease under the Mining Act; mechanized mining of a mining lease involving chemical processing, except where the activity falls within the ambit of a Category B, Level 2 activity.

Our mining operations at the Tolukuma Section are classified as Level 3 activities. However, environmental permits will not be required for existing Level 2 or Level 3 activities unless the Director, by notice, requires existing Level 2 or Level 3 activities to apply for such a permit. We do not believe that these conditions will be applicable to our existing mining lease at the Tolukuma Section. However, we do believe that the following will be required for the new mining lease under negotiation:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Tolukuma extension, which is a mining area, will be considered a Level 3 activity;

environmental policies will be binding and may dictate that we prepare an environmental improvement plan; and

an environmental permit will be issued upon application and satisfaction of requirements.

An environmental impact assessment, or EIA, is conducted by an independent party to assess the potential impacts of an activity on the environment. The EIA provides for a "no-go option" should the environmental and social impacts exceed the economic advantages of the proposed activity.

The exact format of the permits has not been finalized. However, the permit will likely include detailed requirements as to:

water quality parameters;

water use;

water discharge;

tailings disposal;

environmental fees;

monitoring programs;

emergency response plans; and

rehabilitation and closure objectives.

Environmental Code of Practice for the Mining Industry in Papua New GuineaNovember 1999

The Environmental Act and Regulations provide for the issuance of environmental codes of practice which state ways of achieving compliance with general environmental duties. Compliance with these codes of practice is voluntary unless compliance is made part of the conditions of an environmental permit.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Environmental Code of Practice for the Mining Industry in Papua New GuineaNovember 1999 makes several recommendations including:

implementing environmental management systems at operations;

effecting rehabilitation progressively rather than at the end of the life of mine;

treating tailings slurry prior to discharge into the environment and consider discharge only as a last resort;

reducing the volume of mine water usage and reduce groundwater seepage;

formulating and implementing a decommissioning and rehabilitation policy; and

conducting regular monitoring in accordance with an environmental mine monitoring program during operation and after closure.

An environmental plan was submitted to the Directorate Environment and Conservation, or DEC, in November 1993 and was approved, subject to certain conditions, on May 24, 1994. The three principal conditions were:

submission of an environmental management and monitoring program;

rehabilitation on a progressive basis throughout the life of mine and progress reports every six months; and

develop a final site rehabilitation plan and submit the plan for years from the date of final plant commissioning.

We submitted our environmental management and monitoring program in July 1994 and have adhered to its requirements. A final site rehabilitation plan has not yet been prepared. We anticipate that this plan will be completed and submitted to the DEC by the end of 2003.

Environmental Issues in Papua New Guinea

Tolukuma Section

The Tolukuma Section has been developed in accordance with an environmental plan approved by the Papua New Guinea authorities in July 1994. Tailings are routinely discharged into the Auga/Angabanga river system. The discharging of tailings into riverine and marine systems in Papua New Guinea is an acceptable practice due to the seismic instability of the area and the dangers this poses for the stability of conventional tailings dams. Due to the fact that ore mined at the Tolukuma Section, and the surrounding land in general, is high in mercury, the potential does exist that levels of mercury discharged into the river system might expose us to criminal liability under Papua New Guinea legislation. Through visits with local communities by mine staff members, we have become informed that communities located downstream

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document from the Tolukuma Section generally do not use water from the Auga/Angabanga river system for consumption as these communities rely on water from creeks, tributaries and strategically placed wells, many of which we have provided, and we are not aware of any adverse health effects on communities associated with the Tolukuma Section. Furthermore, we are not aware of any scientific or engineering report that states that the level of mercury discharges from the Tolukuma Section into the Auga/Angabanga river system is harmful to human life. In November 2002, Oxfam Community Aid Abroad released their "Mining Ombudsman Annual Report 2001-2002" which we believe made inaccurate and unsubstantiated references to mercury output and other findings contained in an internally prepared study on the Tolukuma Section done in 2000. This study was not conclusive on the mercury output at the Tolukuma Section and the results of this study were not scientifically tested. This study recommended that we increase our environmental management system procedures. As a result, in order to ensure that mercury discharges remain within allowable limits, the following program is being followed:

daily monitoring of mercury levels at the tailings discharge point and approximately 1500 feet downstream (grab sampling);

monthly monitoring of mercury and other heavy metals at government mandated water quality inspection points;

biennial monitoring of stream sediments;

addition of water to tailings prior to discharge to dilute metal concentrations; and

gravity filtering of the water to concentrate solids and removal of solids for backfill use in mining areas prior to tailings discharge.

Two water quality and geochemical investigations were conducted by an independent consultant in July 2000 and June 2002. These investigations concluded that there was little difference between mercury concentrations in mining sediment from the Tolukuma Section being dumped into the Auga/Angabanga river system and the natural occurring sediments in the area. Although mercury is detectable in the mining derived sediments immediately adjacent to the discharge point, these levels are immediately diluted to levels below detectable limits upon mixing with the Alabule River. This area consists of steep gorges and fast, turbid currents. The result is a high dilution of mining sediments and, therefore, a negligible impact on the lower Angabanga floodplain and oxbow lakes which are located downstream from the Tolukuma Section. An additional study took place during June of 2003, the results of which are still pending.

Additionally, a comprehensive monitoring program has been undertaken in accordance with our approved Environmental Management and Monitoring Program which addresses water quality, population dietary surveys and aquatic fauna and metals-in-tissue surveys. These surveys were conducted during July and September of 2003. We are still awaiting the results of these surveys.

During March 2003, an environmental audit was concluded at the Tolukuma Section which found the operations to be in substantial compliance with applicable Papua New Guinea legislation, our environmental plan and the Environmental Management and Monitoring Program.

A final site rehabilitation plan has not yet been prepared. We anticipate that this plan will be completed and submitted to the DEC by the end of 2003.

With the exception of the requirement that a mine should "effect rehabilitation progressively rather than at the end of life of mine", the Tolukuma Section is currently in substantial compliance with industry code of practice. Concurrent rehabilitation of "mined-out" areas ceased in 2000. This was identified and is addressed in our Environmental Audit Report of August 2002. In accordance with this report, a systematic

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document rehabilitation and vegetation program will be integrated into the decommissioning and closure program. This program is currently being drafted and is expected to be completed for implementation by the end of 2003. The impact of the cessation of rehabilitation, and in particular vegetation, has not been significant. Due to the high rainfall in the area, abundant surrounding vegetation and species diversity is very evident. However, this process will be enhanced further through active vegetation and monitoring and maintenance to ensure sustainability.

Additionally, the report also identified other environmental issues requiring attention and including:

detailed plant and process water balance;

water management strategy;

good housekeeping;

dietary surveys and aquatic fauna and metals and tissue surveys; and

a decommissioning plan.

All of these issues have been prioritized and actions addressing them are scheduled for completion by the end 2003.

Porgera Mine

The Porgera mine is located in extremely rugged mountainous terrain, subject to seismic activity, high rainfall and landslides. In such conditions construction of a tailings impoundment would be very difficult and the risk of an engineering failure high. Therefore the Papua New Guinea Government approved riverine disposal as the most appropriate method for treated tailing and soft incompetent waste rock. Competent rock is stored in stable waste dumps.

The mine follows a government approved Environmental Management and Monitoring Program. The mine has at all times been in compliance with government approved criteria. During 2001 the Papua New Guinea Parliament passed the Environmental Act. The Environmental Act, which has not yet come into force, is not expected to have any material impact on the Porgera operation or closure planning.

In 1996, an independent study was undertaken by the Commonwealth Scientific & Industrial Research Organisation, or CSIRO, an Australian based independent research organization, to assess the mine's impact on the downstream river system and local people. The study resulted in a report titled "Review of Riverine Impacts". The report made certain recommendations to the Porgera Joint Venture that have either been implemented or are in the advanced stages of implementation. A few have been rejected due to their impracticality. An advisory group, called the Porgera Environmental Advisory Komiti, or PEAK, was formed as a result of the CSIRO recommendations. PEAK comprises representatives from the Papua New Guinea government, Papua New Guinea and international non-governmental organization groups, Placer (PNG) Limited and independent technical experts. The

primary function of PEAK is to enhance understanding and provide transparency of Porgera's environmental (physical and social) issues with external stakeholders and to assist in reviewing its environmental performance and public accountability. In 2002, PEAK had its terms of reference expanded to include mine closure.

South Africa

We hold registered title to either statutory mining rights or mineral rights recognized in South Africa which entitles us to apply for a prospecting and/or mining authorization. We also hold valid and enforceable prospecting and mining authorizations sufficient to permit our current prospecting and mining authorizations. Because we are either the owner of the land or the holder of a Surface Right permit which is a statutory right granted under repealed legislation to use the surface of the land for purposes ancillary or incidental to mining operations, we are entitled to enter the land and conduct these operations. These rights will be affected upon the enactment of the Mineral and Petroleum Resources Development Act, 2002, or the Act. The Blyvoor Section consists of one mining license, ML46/99 in respect of statutory mining rights and mineral rights held by Blyvoor. The Buffels Section consists of one mining license, ML4/2001 in respect of statutory mining rights, and one prospecting permit, RP54/2002 in respect of statutory mining rights and mineral rights held by Buffels. We are in the process of applying for a prospecting permit for the Argonaut Project. We have mining title to 72,003 acres and freehold title to 14,145 acres in South Africa.

Neither we nor our subsidiaries own the entire surface in respect of our mining operations but where necessary we or one of our subsidiaries hold registered title to surface right permits. Surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and ancillary to mining. Either as owner of the surface or as holder of the surface right permits we are entitled to enter the land and conduct our mining operations. The surface right permits are entrenched in the Act.

Papua New Guinea

The Tolukuma Project consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three other exploration licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses, ELA's 1263, 1271, 1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these EL's and ELA's cover an area of approximately 2,500

acres. We have mining lease to 1,898 acres in Papua New Guinea. The following table details the status of our mining license and exploration licenses.

License Expiration Date ML104 August 29, 2012 EL580 Extension application pending(1) EL683 Extension application pending(1) EL894 Extension application pending(1) EL1171 Extension application pending(2) EL1262 Extension application pending(6) EL1263 Extension application pending(3) EL1264 Extension application pending(6) EL1281 December 12, 2003 EL1284 Extension application pending(4) EL1297 Extension application pending(5) (1) EL 580, EL683 and EL894 initially expired on April 3, 2003.

(3) EL1263 initially expired on November 2, 2002.

(4) EL1284 initially expired on April 18, 2002.

(5) EL1297 initially expired on August 30, 2002.

(6) EL 1262 and EL 1264 initially expired on April 29, 2003.

Legal Proceedings

Special Committee

In May 2000, we became aware of possible serious irregularities arising largely out of our investments in Australasia and our businesses in that region. On the basis of that information, we began internal investigations with the assistance of Control Risks Group, a consulting firm specializing in investigations. By the end of fiscal 2000, our internal investigations had identified a number of unauthorized and irrevocable transfers of funds and transactions made during that year which had caused us significant losses. Following this initial investigation, our then Chief Financial Officer, Mr. Charles Mostert, resigned effective July 31, 2000.

On August 14, 2000, we received notice from our auditors, outlining the material irregularities and requiring us to take the necessary action to remedy them. We then established a Special Committee to investigate the unauthorized payments and the corporate governance irregularities associated with them. The Special Committee consisted of Mr. Mark Wellesley-Wood, then serving as our non-executive chairman, Mr. Ian Murray, then serving as one of our alternate directors, Charles Valkin, a partner at Bowman Gilfillan, our outside legal advisers and Mark Pinington, a director of Deloitte & Touche Forensic Services. We were assisted in this investigation by Control Risks Group. The Special Committee was mandated by our Audit Committee to investigate these matters and institute, where necessary, legal proceedings in respect of potential recoveries.

By the end of June 2002, the Special Committee had uncovered a number of irregular or questionable transactions occurring during fiscal 2000 and 2001, including transactions with parties related to us. These transactions included:

The invalid issuance during the months of July and October of 1999 of 8,282,056 ordinary shares in connection with the Rawas acquisition.

The unauthorized payment on December 22, 1999, by our wholly-owned subsidiary, DRD Australasia Aps, or DRD Australasia, of a A$5.9 million ($3.6 million) facilitation fee to Noble Investments (Pty) Limited, or Noble, in connection with the purchase of 11,150,000 shares, representing approximately 11% of the issued share capital, of Continental Goldfields Limited, or Continental, a publicly traded company in Australia.

The sellers of the shares were Noble (7,350,000 shares for a total consideration of A$0.7 million ($0.5 million)), Leadenhall Australia Limited (1,200,000 shares for a total consideration of A$0.1 million ($0.07 million)) and Advent Investors (Pty) Limited (2,600,000 shares for a total consideration of A$0.3 million ($0.2 million)). At the time, all three sellers were owned by Mr. T. Lebbon. Mr. Lebbon was a director of Continental.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The payment of the facilitation fee resulted in DRD Australasia paying A$0.60 per share for the Continental shares at a time when Continental shares traded at a market price of A$0.10 per share.

The investigation carried out under the supervision of the Special Committee has subsequently revealed that we were substituted as the purchaser of the Continental shares. The original purchaser was JCI Limited or JCI, a South African listed company. Facts discovered during the course of the investigation indicate that the effect of the transaction was to relieve JCI and its related companies from their contractual obligations to Noble and its group companies. Mr. R.A.R. Kebble was at the time of the transaction our executive chairman. He was also a director and shareholder of JCI and JCI Gold Ltd. At June 30, 2000, Continental owned shares in JCI which constituted approximately 75% of its total assets.

Although we have entered into an agreement to acquire the Continental shares and are fully entitled to take ownership of these shares at any time, we have elected not to do so at this point to avoid being deemed to have validated the transaction and thus jeopardize the outcome of the pending legal proceedings.

The effect of this transaction was fully provided for during the 2001 fiscal year.

The advancement by our subsidiaries between September 1999 and May 2000 of $3.9 million to Notable Holdings (Pty) Ltd (Aussie), an Australian company for operational assistance purposes. No formal agreement was entered into by us and Notable at the time the advances were made.

The ultimate parent company of Notable was Continental. At that time, our then Chief Financial Officer, Mr. Charles Mostert was a director of Notable. Our Board of Directors did not approve this transaction. We have recovered all but $0.9 million of this loan from Notable. We wrote off $1.9 million as a bad debt in fiscal 2000 and the remainder was written off as a bad debt in fiscal 2002.

The unauthorized advancements in fiscal 2000 totalling of $1.85 million by DRD Australasia acting on the direction of Mr. Mostert, in connection with the purported acquisition of a bauxite mine in Venezuela. DRD Australasia purportedly entered into a letter agreement with Bauxite Investments, or Bauxite, a company registered in Mauritius, to purchase the outstanding shares of Delta Minerals Corporation, or Delta, a company registered in Bermuda and the owner of the bauxite mine in Venezuela. The purchase consideration for the mine was $25 million. DRD Australasia had an obligation to pay Bauxite a non-refundable deposit of $1.65 million. This amount was paid by DRD Australasia into a bank account nominated by Mr. Main, the representative of Bauxite.

The Special Committee discovered that Mr. Mostert instructed Mr. Main on the same day to pay the $1.65 million received earlier by Mr. Main, into the bank accounts of certain of our officers, namely Messrs. R.A.R. Kebble ($298,617), M. Prinsloo ($197,264), V. Hoops ($117,583),

C. Mostert ($542,464) and I. Murray ($65,667). The rest was paid into the bank accounts of certain individuals who were not our employees, namely Mr. J. Stratton ($270,653) and Mr. Main ($157,752).

The amounts paid to the officers were paid to cover the shortfall in the payments due to each of these officers under their respective restraint of trade agreements. The affected officers, other than Mr. Mostert, advised the Special Committee that they were not aware that the source of their payments was an amount which DRD Australasia paid as a non-refundable deposit for the acquisition of the bauxite mine. The Special Committee accepted their explanation. However, the Board of Directors decided that, based on the poor performance of the investments for which the officers were being compensated, these officers, excluding Mr. Mostert, should repay 50% of the success fees which they had received in connection with our acquisition of Dome. All the individuals concerned have accepted this mandate and have made the relevant payments.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In addition, we have also recovered a portion of payments made to Mr. Mostert and Mr. Main. Recovery actions are pending against Mr. J. Stratton to recover his portion of the payments and an additional unauthorized payment of $0.2 million which was subsequently made on his behalf by DRD Australasia, through Mr. Mostert, for the Bauxite transaction. The recoveries from our officers and Messrs. Mostert and Main total $1.268 million. All of these amounts were recorded as receivables in fiscal 2000 and also provided for as doubtful debts as the recovery process had not yet commenced. No remaining dispute exists between us and Bauxite or Delta.

The unauthorized investment of $0.1 million during 1999 in an unlisted Australian company, Nextsurance (Pty) Limited or Nextsurance. None of our officers or directors were known to have an interest in or be a director of this company.

Upon discovery of this investment by the Special Committee, the Board of Directors decided that the amounts involved be recorded as a receivable in the 2000 fiscal year as we intended recovering the amount. Because at that stage we had not yet commenced the recovery process, the amount involved was provided as a doubtful debt in the 2000 fiscal year. Upon further investigation, we discovered that Nextsurance was a speculative investment in a start-up company which has since ceased operations.

The total amount of all of these irregular or questionable transactions (excluding the Rawas transaction) was $9.4 million. Settlement agreements have been reached with several of these parties and we have succeeded in recovering $4.2 million. The remainder has been written off as bad debt or been provided for as doubtful debt in our financial statements during fiscal 2001 and 2002. The recovered funds will be reflected in our financial accounts on an as and when received basis and no recovery has been taken into account in this fiscal year.

The attributed $12.4 million value of the shares issued in connection with the Rawas transaction was written off in the statement of operations as aborted acquisition costs in fiscal 2000 as the recovery of this amount was uncertain. Loans made by us to members of the Rawas Group, amounting to $2.9 million, were written off in fiscal 2000. No amounts have been recovered on these transactions.

The Special Committee has confirmed that the adjustments made to our financial statements to make provision for unauthorized and irrevocable transfers made during fiscal 2000 were appropriate. No further financial adjustments have been required as a result of the Special Committee's work. As result of these transactions, and upon consultation with our auditors, we established an Audit Committee and Remuneration Committee consisting solely of independent directors; restructured our Board of Directors so that all but three Directors are independent; and established a committee to conduct proper due diligence investigations on all potential acquisition targets prior to any offer being made. These improved controls and procedures have been examined and approved by our insurers. At

an Audit Committee meeting held on July 22, 2002, a decision was made to dissolve the Special Committee as it had fulfilled its mandate and achieved its objectives.

Invalid Issuance of Ordinary Shares in Connection with Rawas Acquisition

During the months of July and October of 1999, we issued and allotted a total of 8,282,056 ordinary shares to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia Pty Ltd, all of which were creditors of Laverton or its subsidiaries. At the time, our then executive chairman, Mr. R.A.R. Kebble, was a director of Laverton and JCI Gold Limited. These ordinary shares were ostensibly issued pursuant to the planned acquisition of Rawas, a gold mine located in Indonesia, in consideration for, or in anticipation of receiving, shares in and claims against various companies with ownership interests in Rawas and its mining right. Evidence has come to light revealing that the ordinary shares were issued without our legal authority and suggesting that this occurred as a result of a transaction entered into for the benefit of certain third parties. However,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document because of subsequent trades, splits and consolidations, it was no longer possible to distinguish the affected shares from all of the other ordinary shares resulting in their identity being lost. This means that it was no longer possible to identify the invalidly issued shares or their holders. Accordingly, it was not possible to remove these invalidly issued shares from our members' register. Under the South African Companies Act, 1973 (as amended), the High Court of South Africa is permitted to validate an invalid share issuance. During a shareholders' meeting in 2002, our shareholders, by special resolution, resolved to ratify the share issuance. We subsequently made an application to the High Court of South Africa to validate the invalid issuance. This application was successful and the High Court validated the issuance in July 2002.

Internal investigations, which began in 2000 after we became aware of certain irregularities in the transaction, continued during fiscal year 2002. These investigations are still continuing and the potential for any recovery through the pursuit of legal claims is being reviewed by the Board of Directors in consultation with our legal advisors in South Africa and Australia. Meanwhile, we have confirmed that unauthorized advance payments in the total amount of $3.1 million were made to PT Barisan Tropical Mining, a wholly owned subsidiary of Laverton and the owner of the Rawas gold mine. We are in the process of instituting legal proceedings to recover this amount.

We have not instituted any actions against the recipients of our shares in this transaction as each of these entities had ceded to us their claims against the companies in the Rawas Group in exchange for those shares. However, legal action has begun in South Africa. The defendants are Messrs. R.A.R. Kebble, M. Prinsloo, J. Stratton, H. C. Buitendag and JCI Limited. Our claims against these defendants total R77.2 million and consist of the following:

R69.6 million for the 7,644,944 ordinary shares issued on July 9, 1999 at a price per share of R9.10; and

R7.6 million for the 637,062 ordinary shares issued on October 8, 1999 at a price per share of R11.90

We have also made a claim for A$6.1 million for loans and advances made to and on behalf of PT Barisan Tropical Mining, the entity which operated the Rawas mine, and R0.7 million for costs associated with issuance of the above shares.

We also intend to pursue legal action in Australia.

Other Proceedings

Mr. M. Silver and Fairchoice Ltd have brought an action against us and Dome in the Supreme Court of New South Wales, Australia seeking to enforce a contract under which Dome agreed to pay, and we agreed to guarantee, a payment of $273,000 to Mr. Silver upon his retirement from the board of directors of Dome. Mr. Silver retired from Dome's board of directors in May 2000.

The contract was also entered into in May 2000. However, we believe that this contract is not enforceable as it was not authorized by our directors or shareholders nor was it authorized by Dome's directors or shareholders. Therefore, we and Dome have not made any payment to Mr. Silver. We believe that this action is without merit and will continue to vigorously defend against it.

Newshore Nominees Pty Ltd, or Newshore, has brought an action against us in the District Court of Western Australia claiming that they are owed $148,000 as payment under an invoice issued in August 2000 for financial services. We believe that these services were never actually performed and we have brought a counterclaim against Newshore in the amount of $22,500 for payments made under past invoices for services which we also believe were never performed.

Mr. Hoops, a former Director of ours, has claimed R6 million ($0.6 million) in damages against us for alleged constructive dismissal of his employment. On February 4, 2003, we concluded a settlement agreement with Mr. Hoops which resulted in the termination of the arbitration. The settlement agreement contained a written statement from Mr. Hoops rescinding comments made by him regarding our executive chairman, Mark Wellesley-Wood. The terms of the agreement are subject to confidentiality provisions.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Blyvoor has instituted proceedings against Property Corporate of South Africa, or Procor, whereby Blyvoor has claimed that R0.9 million ($0.09 million) is owed to it by Procor pursuant to an agreement (negotiated by our former directors) in terms of which, inter alia, Procor was to dispose of certain properties owned by Blyvoor, collect rentals payable during the process of selling such properties, and if the properties were not sold, Procor agreed to purchase the properties. Procor, by way of counterclaim, contends that Blyvoor has breached the agreement and has claimed damages in the sum of approximately R9 million ($0.9 million). We believe we have meritorious defenses to this counterclaim and will defend against it vigorously.

On January 16, 2002, we entered into a deed of settlement with the City Council. The court entered an order detailing the terms of the settlement and requiring Blyvoor to undertake the following:

secure the integrity of the Blaauwkbank tailings dam;

contain polluted water on mine premises;

obtain a water use authorization;

implement a water monitoring system;

have proper processes and procedures in place for closure and rehabilitation at the end of the life of the operation;

make all research reports available to the City Council and endeavor to share any future research reports with the City Council; and

facilitate the remediation of the Blaauwkbank tailings dam and downstream areas impacted by pollution.

On May 20, 2003, a summons was issued by our former chairman, Mr. R.A.R. Kebble and his son, Mr. Brett Kebble, against us, our executive chairman, Mr. Wellesley-Wood and Associated Intelligence Network (Pty) Limited, or AIN. AIN is a private investigator firm. Their claim is based on allegations that we hired AIN to invade their privacy by obtaining personal information about them and to cause them embarrassment and commercial harm. They seek compensation for damages suffered as a result of these alleged actions in an amount of R1.0 million each from us, Mr. Wellesley-Wood and AIN jointly and severally. In addition, they seek punitive damages in a total amount of R10 million from us and AIN jointly and severally.

The punitive damages claim is unique under South African law. Initial hearings are likely to take place in order for our high courts to determine whether an individual, may seek punitive damages. Only thereafter will the merits of the matter be dealt with. We deny these allegations and will continue to defend against these claims.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On May 22, 2003, we issued a summons in the High Court of Johannesburg against Mr. R.A.R. Kebble in which we seek payment of R3,215,429 ($409,828) plus interest. This amount represents a sum paid to Mr. R.A.R. Kebble by us during the period beginning in September 1999 and ending in April 2000 under a restraint of trade agreement entered into between us and Mr. R.A.R. Kebble.

We believe that Mr. R.A.R. Kebble has repudiated and/or materially breached the provisions of this agreement. We have, accordingly, cancelled the agreement and we seek restitution of the amounts paid.

We are not a party to any other material legal proceedings, nor to our knowledge is any of our property the subject of any other material pending legal proceedings.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following commentary should be read in conjunction with the financial statements and related notes included in this Annual Report. Our discussion contains forward looking statements based upon 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.

OVERVIEW

We are a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of the North West Operations, the Blyvoor Section and Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We own a 40% interest in the Crown Section and manage its operations pursuant to a management agreement. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa.

Since 1997, we have expanded from a single operation at the Durban Deep Section that produced 165,996 ounces of gold for the fiscal year 1997 to an independent gold producer that has increased attributable production in excess of 870,000 ounces of gold in fiscal year 2003. Our strategy for growth has generally been to acquire existing under-performing mines 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.

We have had a number of changes in management and in the composition of our board of directors during the last two years. Our new management team has made important changes to our business, most notably a major restructuring of our hedge book. We have embraced the South African government's drive for black economic empowerment and concluded a transaction with KBH involving the sale of a 60% share of our interest in CGR. We also took positive steps to start growing our asset base and making our production profile more sustainable. For example, we accelerated our exploration programs at the Tolukuma and Harties Sections. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in note 2 to our consolidated financial statements. Some of our 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, among others, affect its more significant judgments and estimates used in the preparations of our consolidated financial statements and could potentially impact our financial results and future financial performance.

Mining exploration costs, including property acquisitions and mineral and surface rights relating to exploration stage properties, are expensed as incurred.

Development costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to expand the capacity of operating mines. Production costs are expensed.

Initial development and pre-production costs relating to a new orebody are capitalized once our directors consider that it is probable that the properties will be profitably exploited and until the orebody is brought into production at which time the costs are then amortized as set out below.

Land is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

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. Amortization is calculated on a mine-by-mine basis (i.e. the cost pools are the individual mines) using the units of production method. Under the units of production method, we estimate the amortization rate based on actual production over total proven and probable reserves of the particular mine. This rate is then applied to actual costs incurred to date to arrive at the amortization expense for the period. Proven and probable reserves of the particular mine reflect estimated quantities of economically recoverable reserves that can be recovered in the future from known mineral deposits that are presently accessible. Mine development costs are amortized over the incremental reserves accessed.

We do not have significant open-pit operations. Any stripping costs are expensed in the period in which they are incurred.

Recoverability of our long-term assets, which include development costs, are reviewed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At such

time, in accordance with Statement of Financial Accounting Standards ("SFAS") 144, Accounting for Impairment or Disposal of Long-Lived Assets, the recoverable amount, that is the estimate of future undiscounted cash flows, calculated on an area of interest basis, or its disposal value, if higher, is compared to the carrying value of the long-term asset. An "area of interest" is defined as a group of assets at the lowest level for which there are identifiable cash flows that are largely independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a mine-by-mine basis. Therefore, we make the analysis on a mine-by-mine basis.

If impairment exists on this basis, a reduction in the carrying value of the long-term asset is recorded to the extent the carrying value exceeds the estimate of future discounted cash flows calculated on a "mine by mine" basis. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. It is therefore reasonably possible that changes could occur which may affect the recoverability of our mining assets.

Impairment of mining assets

The impairment of long-lived assets is accounted for in terms of SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of an asset or asset group is assessed by comparing the carrying amount of an asset or group of assets to the estimated future undiscounted net cash flows of the asset or group of assets. Estimates of future cash flows include

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document estimates of future gold prices and foreign exchange rates. Therefore, it is reasonably possible that changes could occur which may affect the recoverability of our mining assets. If an asset or asset group is considered to be impaired, the impairment which is recognized is measured as the amount by which the carrying amount of the asset or group of assets exceeds the discounted future cash flows expected to be derived from that asset or group of assets. The asset or asset group is the lowest level for which there are identifiable cash flows that are largely independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a mine- by-mine basis. Therefore, we make the analysis on a mine-by-mine basis.

Deferred income and mining taxes

We follow the liability method of accounting for deferred income and mining tax whereby we recognize the tax consequences of temporary differences by applying current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and liabilities include the impact of any tax rate changes enacted during the year.

A valuation allowance is raised against deferred tax assets which are not considered more likely than not to be realizable.

Reclamation and closure costs

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 143, "Accounting for Asset Retirement Obligations", or SFAS 143. SFAS 143, which comes into effect for fiscal years beginning after June 15, 2002, requires that the fair value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset, where one is identifiable, is recorded and is depreciated over the life of the asset. Prior to the adoption of SFAS 143, we accrued for the estimated reclamation and closure liability through annual charges to earnings over the estimated life of the mine. We adopted the new policy on July 1, 2002. The cumulative effect of the change in policy on the balance

sheet at that date was to increase Mining Assets by $0.55 million and increase Rehabilitation liabilities by $0.72 million with a cumulative effect of change in accounting principle adjustment charge to net earnings of $0.17 million in fiscal 2003.

Rehabilitation costs

Where a related asset is not easily identifiable with a liability other estimated future rehabilitation costs, which are based on our interpretation of current environmental and regulatory requirements, are accrued as and when tailings are deposited. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances.

Based on current environmental regulations and known rehabilitation requirements, our management has included its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably possible that these estimates of our ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

Annual contributions are made to dedicated trust funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine.

Derivative Instruments

Statement of Financial Accounting Standards 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging Activities has been issued and was adopted by us with effect from July 1, 2000.

Prior to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production were recognized in revenue when planned production was delivered. Derivatives that were not designated to

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document future production, were accounted for on a mark-to-market basis and the associated gains and losses were recognized in the results of operations.

Under SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On the date a derivative contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. Our derivative transactions, while providing effective economic hedges under our risk management policies, do not qualify for hedge accounting. Derivative instruments are not entered into for trading purposes.

On adoption of SFAS 133, none of our derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect adjustment of $78 million was recorded in Accumulated Other Comprehensive Income on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments on the balance sheet, which previously qualified for hedge accounting and were not recorded on the balance sheet.

Recognition of derivatives which meet the criteria for the normal purchase normal sale exemption under SFAS 133 are deferred until settlement. However, we have no positions that meet the criteria for the normal purchase normal sale exemption under SFAS 133.

Subsequent to the adoption of SFAS 133, changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in the income statement.

Stock-Based Compensation Plans

We have adopted the disclosure only provisions of SFAS 123 and apply Accounting Principles Board Opinion No. 25 (APB No. 25) and related interpretations accounting for our employee based compensation plan.

The difference between the option strike price and the prevailing market value of the share is recorded as an expense.

OPERATIONS

We currently focus on four operations:

North West Operations

The North West Operations consist of the Buffels Section and Harties Section which lie adjacent to each other within the Klerksdorp goldfield on the northwest rim of the Witwatersrand Basin. This operation is our largest producer of gold and produced 462,743 ounces, or 53% of our total gold production, for fiscal 2003 from underground and surface sources. We own 100% of the North West Operations through our wholly-owned subsidiary, Buffels. Buffels acquired the majority of the assets and liabilities of the Harties mining operation on August 16, 1999.

Due to the increase in the Rand price of gold in fiscal 2002, we have decided to mine previously unprofitable areas of the Buffels and Harties Sections below a cut-off grade of 7.96 g/t at Buffels Section and 6.45 g/t at Harties Section. These areas are called the "medium grades' and carry no additional fixed overhead costs. This strategy has increased the life of the mines from seven years to 15 years. As a result of the decrease in the Rand price of gold in fiscal 2003 and as a result of the 60-day review process at our North West Operations, the decision was made in September 2003 to stop mining these "medium grades" until the Rand gold price improves. The North West Operations have approximately 10,000 employees, including contractors. The operation produced 384,296 ounces of gold from underground areas. Gold production from surface areas in fiscal 2003 amounted to 78,447 ounces.

Blyvoor Section

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Blyvoor Section is situated in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin. This section was established in 1937 and gold production commenced in 1942. It was the first mine in the "West Wits" line and our wholly-owned subsidiary, Blyvoor, acquired the company which owned the adjacent Doornfontein mine as a wholly owned subsidiary in December 1995. We own 100% of the Blyvoor Section through our wholly-owned subsidiary, Blyvoor. We acquired Blyvoor on September 15, 1997.

The mine has approximately 5,800 employees, including contractors. The Blyvoor Section has two main gold bearing horizons, the Carbon Leader Reef, which is one of the principal orebodies in the goldfield, and the Middelvlei Reef which is situated approximately 246 feet vertically above the Carbon Leader Reef horizon. The processing of surface rock dumps also takes place at the Blyvoor Section. We believe that production from surface sources at the Blyvoor Section will progressively decrease to 110,000 tons per month while production from underground operations will increase in a corresponding manner to match the plant capacity of approximately 220,000 tpm.

We implemented the Blyvoor Expansion Project in fiscal 2001 to realize the full potential of the Blyvoor ore reserves, thus introducing the mining of the lower grade Middelvlei Reef reserves as well as the reclamation of "old gold" in worked out areas. Low cost mining of the Middelvlei Reef is achievable because of the extensive pre-development work done and the extensive mining of the Carbon Leader Reef which has resulted in the Middelvlei Reef being situated in a geologically stable mining environment and thereby resulting in lower mining cost. The expansion project has increased the current life of mine plan from 12 to in excess of 15 years.

are being made to the existing plant to enable processing of this material, with the commissioning due to be completed by the end of December 2003.

Underground gold production has increased from 200,171 ounces in fiscal 2002 to 203,000 ounces in fiscal 2003. Surface gold production decreased from 52,854 in fiscal 2002 to 44,626 ounces in fiscal 2003.

Crown Section

The Crown Section is involved in the clearing of old slime and sand dumps and the environmental clean-up of land across Central Johannesburg. The Crown Section has three operating plants situated at Crown Mines, City Deep and Knights, with an installed capacity to treat 11 million tons of sand and tailings per annum. Subsequent to cessation of underground operations and until recently, the Crown Section also operated the West Wits gold plant for the processing of sand dumps. However, in June 2002, we entered into an agreement to sell the West Wits plant and related surface rights to MGL for R25 million ($2.4 million). This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003. On July 1, 2002, we sold a 60% interest in the Crown Section leaving us with 40% of the Crown Section through our wholly-owned subsidiary, Crown. We have accounted financially for our interest in the Crown Section under the equity method commencing July 1, 2002. We acquired Crown on September 14, 1998.

Attributable (40%) gold production was 56,495 ounces during the fiscal year 2003. The operation has approximately 757 employees including contractors. During fiscal 2002 gold production was 138,665 ounces.

On October 10, 2002, CGR entered into an agreement to purchase 100% of the issued share capital and shareholders claims of ERPM. ERPM is located close to Boksburg, east of Johannesburg. There is one processing plant servicing the three operating shafts. The other shafts are used for transport and pumping. Attributable (40%) gold production at ERPM during the fiscal year ended 2003 was 20,743 ounces. There are approximately 3,300 persons employed (including contractors) at ERPM.

Tolukuma Section

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Tolukuma Section is situated approximately 60 miles north of Port Moresby in Papua New Guinea, at an elevation of 5,085 feet. We acquired Dome Resources (Pty) Ltd, or Dome, in the first half of 2000, our objective being to re-engineer and further develop the operation.

Total production for the fiscal year 2003 amounted to 68,096 ounces of gold and 157,844 ounces of silver. The Tolukuma Section has approximately 472 employees, including contractors. The Tolukuma Section is situated in a remote area of Papua New Guinea, which requires all transport to and from the mine to be carried out by helicopter. As a result, 25% of the total cost of the mine is spent on transportation costs. We own 100% of the Tolukuma Section through our wholly-owned subsidiary Dome. We completed our acquisition of the entire share capital of Dome in June 2001.

Revenue

Substantially all our revenues are derived from the sale of gold. As a result our operating results are directly related to the price of gold.

The profitability of our operations, and the cash flows generated by those operations, are impacted by changes in the market price for gold, which in the past has fluctuated widely. As a general rule, we sell the gold we produce at market prices to obtain the maximum benefit from prevailing gold prices, although we have previously entered into hedging arrangements such as forward sales or other derivatives which establish a price in advance for the sale of our future gold production. During fiscal 2002, we undertook a major restructuring of our hedge book designed to reduce our hedging contracts.

Please see Item 11.Quantitative and Qualitative Disclosures About Market Risk for a discussion about the restructuring of our hedge book.

As a result of our hedge book, the gold price in Dollars received by us had declined during each of fiscal 2000, 2001 and 2002. However, we have seen an increase in the price of gold received by us during the 2003 fiscal year caused in part by our hedge restructuring during fiscal 2002. We have retained some protection, such as our "gold for electricity" contract with Eskom, against a decrease in the price of gold and we will consider protecting our marginal production and capital programs as appropriate. As a result of this protection, we have an exposure to opportunity loss as a result of increasing gold prices. Under the terms of our agreement, we pay Eskom standard electricity tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October we adjust the cost incurred in that period in accordance with an established formula based on gold price.

The gold price adjustment is based on the notional amount of 15,000 ounces of gold per month multiplied by the difference between the contracted gold price (that is the price that was agreed on the date of the transaction for a determined period) and the arithmetic average of London PM fix for each business day in the calculation period. This contract expires in September 2005.

At June 30, 2003 when the gold price was $346.00 per ounce and the Rand/Dollar exchange rate was R7.47, the fair value of our Eskom position was a negative $30.9 million.

The following table sets out the average, high and low London Bullion market price of gold in Dollars during the last four fiscal years.

Year ended June 30

2003 2002 2001 2000 Average $ 334 296 269 281 High 382 327 291 326 Low 302 265 260 253

As a result of the close out of our hedging program, the actual cash proceeds from the sale of gold amounted to $336 per ounce in fiscal 2003 as compared to $253 per ounce in fiscal 2002 and $264 per ounce in fiscal 2001.

Production Costs

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cash costs typically make up over 94% of our total costs. The remainder of costs consist primarily of exploration costs, selling, administrative and general charges and depreciation and amortization. For a discussion of total costs and cash costs see Item 3. Key InformationA. Selected Financial Data. Our aim is to reduce total unit cost per ounce produced by maintaining low total cost structure at existing operations and implementing this low-cost structure at the new mining operations we acquire.

We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs, implementing an ore reserve management system that allows for greater grade control and acquiring higher grade reserves. Our ore reserve management system relies on a detailed geological understanding of the ore backed up by closely- spaced sampling and an emphasis on grade control. We have also reduced our total costs by removing excess layers of management at our operating sections.

Income and Mining Tax

We pay tax on mining income and non-mining income. The amount of mining income tax is calculated on the basis of a formula which takes into account total revenue and profits from, and capital expenditures for, mining operations.

South Africa

In South Africa, the amount of income subject to taxation is calculated by subtracting capital expenditures from operating profit. The amount by which the adjusted profit figures exceeds 5% of revenue constitutes taxable mining income adjusted for any historical tax loss. We and each of our subsidiaries each make our own calculation of taxable income.

Mining tax on mining income is determined based on a formula which takes into account the profit and revenue from mining operations during the year. Non-mining income, which consists primarily of interest, is taxed at a standard rate. The tax rates applicable to the mining and non-mining income of a gold mining company depends on whether the company has elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared, which is payable by the company declaring the dividend, and, at present, the STC tax rate is equal to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining income and non-mining income. In each of 2003, 2002 and 2001, the tax rates for taxable mining income and non-mining income for companies that elected the STC exemption were 46% and 38%, respectively. During those same years the tax rates for companies that did not elect the STC exemption were 37% and 30%, respectively.

In 1993, we elected not to be exempt from STC, as this would have meant that we would pay normal taxation at the higher rates of 46% for mining income and 38% for non-mining income. Having chosen not to be subject to the STC exemption, we are subject to 37% tax on mining income and 30% for non-mining income. However, with the exception of Blyvoor, all of our subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a wholly-owned subsidiary of ours, would be exempt from STC.

South African deferred taxation has been provided at the effective mining rate applicable in terms of the mining tax formula to the relevant operations at either 37% or 46% (2002: 30%), while the Australian deferred tax is provided at the Australian statutory tax rate of 30% (2002: 30%). Valuation allowances are provided on deferred tax assets arising out of assessed losses and unredeemed capital expenditures where these are unlikely to be utilized in the foreseeable future.

Papua New Guinea

Prior to the 2002 fiscal year, the corporate tax rate in Papua New Guinea was 35%. Currently, corporate tax rates on non-mining, non- petroleum taxable income in Papua New Guinea are 25% for resident companies and 48% for non-resident companies. Taxable income from mining operations is assessed at the rate of 30% for resident companies and 48% for non-resident companies. Additional profit tax is raised on resource projects at a rate of 20 - 25%. Tolukuma is a resident company for tax purposes.

Year ended June 30, 2003 and 2002

Revenue

Revenue for the year ended June 30, 2003 decreased by 12.5% to $265.9 million from $303.9 million in fiscal 2002. We produced and sold 0.793 million ounces of gold from 12.9 million tons of ore treated at an average yield of 0.062 ounces per ton in fiscal 2003. In fiscal 2002, we produced and sold 1.027 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton. The decrease in revenue, gold produced and tons treated is primarily due to the sale of 60% of our interest in the Crown Section to KBH, effective July 1, 2002. As a result, the results of the Crown Section are no longer consolidated with our results. Our remaining 40% interest in the Crown Section has been accounted for using the equity method in the 2003 fiscal year. During fiscal 2003, the

Crown Section produced a total of 193,096 ounces of gold from 12.2 million tons of ore treated at an average yield of 0.02 ounces per ton. Production at the North West operations was also down 77,807 ounces from fiscal 2002. This decrease was due to the implementation of the 2003 mining plan, which included the "medium-grade" areas. Under this plan, the tons of ore treated from underground sources increased, but the grades decreased, and hence the ounces produced decreased.

The decrease in production was partially offset by a stronger Dollar gold price received during the year. The average gold price received by us was $336 per ounce in fiscal 2003, compared to $253 per ounce in fiscal 2002.

Cash Costs

The following table sets out our total amount of gold produced in ounces, our total cost per ounce of gold and our cash cost per ounce of gold produced at each of our operations for the years ended June 30, 2003 and June 30, 2002:

Year ended June 30,

2003 2002

(oz) ($/oz) (oz) ($/oz) North West Operations Surface Operations 78,447 252 103,686 158 Underground Operations 384,296 335 436,864 233

Weighted average cash cost per ounce 321 219 Total Cost per ounce of gold($) 320 426 Blyvoor Section Surface Operations 44,626 241 52,854 162 Underground Operations 203,000 269 200,171 190

Weighted average cash cost per ounce 264 184 Total Cost per ounce of gold($) 235 327 Crown Section* 138,665 204 Total Cost per ounce of gold($) 278 West Wits Section 14,531 335 23,245 264 Total Cost per ounce of gold($) 319 355 Tolukuma Section 68,096 291 71,955 240 Total Cost per ounce of gold($) 461 369 Total ounces produced 792,996 1,027,440

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total production costs ($'000) 239,961 218,056 Weighted average cash cost 303 212 Total Cost per ounce of gold($) 268 388 * As a result of the sale of 60% of CGR to KHB with effect from July 1, 2002 the results of the Crown Section are no longer consolidated into our results. Our remaining 40% is now accounted for using the equity method.

Cash cost per ounce in fiscal 2003 increased by 43% to $303 per ounce compared to a cash cost of $212 per ounce in fiscal 2002. This increase is primarily attributable to the significant appreciation of the Rand against the Dollar during fiscal 2003, as well as production difficulties at the North West Section. The majority of our cash costs are incurred in Rands. Cash costs in fiscal 2003 consisted of 42% for labor costs; 22% for contractor services and other related costs; 25% for inventory costs; and 11% for electricity costs. Cash costs in fiscal 2002 consisted of 41% for labor costs; 20% for contractor services and other related costs; 26% for inventory costs; and 13% for electricity costs. As gold mining in South Africa is very labor intensive, labor costs and contractor services are the largest combined

component of cash costs. During fiscal 2003, an average wage increase of 8.5% over and above inflation for our mining employees was implemented pursuant to our current labor agreements. This contributed to our increase in cash costs.

Our total cost per ounce of gold decreased to $268 in fiscal 2003 from $388 in fiscal 2002. This decrease is primarily attributable to the profit on financial instruments in fiscal 2003 as a result of the significant appreciation of the Rand against the Dollar. In fiscal 2002, significant costs were also incurred in the close out of our hedge book.

Depreciation and amortization

Depreciation and amortization charges were $10.6 million for fiscal 2003 as compared to $13.9 million for fiscal 2002. This decrease is mainly due to the decrease in the asset base as a result of our sale of 60% of our interest in the Crown Section to KBH, effective July 1, 2002.

Employment termination costs

Employment termination costs increased to $1.5 million for fiscal 2003 as compared to $0.4 million for fiscal 2002. This increase is mainly due to the gradual reduction in the workforce at the North West Operations during the year, as well the effect of a stronger Rand against the Dollar as our termination costs are incurred in Rands.

Impairment of assets

During fiscal 2003, we recorded no impairment charge against assets. During fiscal 2002, we recorded an impairment charge against the residential property at the Durban Deep Section of $2.2 million. The market value of these assets had declined further during the current year.

Profit/(loss) on derivative instruments

The fair value adjustment on financial instruments in fiscal 2003 was $43.8 million, as compared with a loss of $147.2 million in fiscal 2002.

The appreciation of the Rand during fiscal 2003 and the resulting positive effect that these changes had on the fair value of our derivative instruments contributed to the large increase in the profit on financial instruments. The above difference and the effect of the close-out of our hedge position resulted in a fair value adjustment (unrealized) of $20.8 million and a realized losses of $126.4 million in fiscal 2002.

Selling, administration and general charges

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The selling, administration and general charges decreased in fiscal 2003 to $10.8 million as compared to $13.3 million in fiscal 2002. The implementation of a flatter management structure and the concerted effort of management to institute tighter financial controls, including greater reliance on in-house expertise as opposed to external consultants, also contributed to the decrease.

Unrealized foreign exchange gains

Our functional currency is the Rand for our South African operations and the Papua New Guinean Kina for our Tolukuma operations. The unrealized foreign exchange gain of $11.2 million for fiscal 2003, compared to $0.6 million for fiscal 2002, and represents the effect of the translation of monetary items, primarily external debt, which is denominated in currencies other than our functional currencies.

Interest expense

Interest expense increased to $6.9 million for fiscal 2003 as compared to $2.4 million for fiscal 2002. The increase was due primarily to the increased interest charge as a result of our issue of the $66 million 6% Senior Convertible Notes on November 12, 2002 as well as the effect of stronger Rand against the Dollar.

Loss from Associate Company

With the sale of a 60% interest in CGR on July 1, 2002, our remaining 40% interest in CGR is equity accounted for as an investment in an associate company. Our proportionate share of the after tax loss of CGR for fiscal 2003 was $4.2 million. We also impaired $5.2 million of loans to our associate companies.

Income and Mining Tax

In fiscal 2003, the tax charge was 72% of our consolidated profit as compared to a benefit of 45% of our consolidated loss for fiscal 2002.

The increased profitability for the year under review resulted in a decrease in assessed losses available to us. This combined with an increase in the valuation allowance at the North West Operations, resulted in a deferred tax charge of $59.9 million. Losses incurred in the fiscal year ended June 30, 2002 resulted in a deferred tax benefit of $42.9 million for the fiscal 2002 year.

The taxation charge for fiscal 2003 was reduced by a change in the rate of deferred tax at our South African operations. During the year we changed our estimate of the rate at which deferred tax is recognized from 30% in fiscal 2002 to the maximum mining tax rate applicable under the mining tax formula to our individual mining operations, at either 37% or 46% for fiscal 2003. The increase in the tax rate increased the value of our deferred tax asset, resulting in a decrease in the taxation charge for the period of $18.5 million.

Provision for Environmental Rehabilitation

A total of $17.9 million was invested in our various environmental trust funds at the end of fiscal 2003, as compared to $12.1 million for fiscal 2002. The increase in Dollar terms is attributable to the strengthening of the Rand against the Dollar in fiscal 2003. As of June 30, 2003, we estimate our total rehabilitation liability to be $24.6 million as opposed to $17.9 million at June 30, 2002. The shortfall will be financed by ongoing financial contributions.

Year ended June 30, 2002 and 2001

Revenue

Revenue for the year ended June 30, 2002 increased by 4.3% to $303.9 million from $291.3 million in fiscal 2001. We produced 1.027 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton in fiscal 2002. In fiscal 2001 we

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document produced 1.064 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton. Despite the 3.4% reduction in production as compared to fiscal 2001, the increase in revenue was mainly attributable to the increase in the average price of gold received before taking into account the effects of our hedging.

Cash Costs

Year ended June 30,

2002 2001

(oz) ($/oz) (oz) ($/oz) North West Operations Surface Operations 103,686 158 106,902 177 Underground Operations 436,864 233 501,425 242

Weighted average cash cost per ounce 219 231 Total Cost per ounce of gold($) 426 300 Blyvoor Section Surface Operations 52,854 162 68,255 186 Underground Operations 200,171 190 152,556 250

Weighted average cash cost per ounce 184 230 Total Cost per ounce of gold($) 327 241 Crown Section 138,665 204 145,029 214 Total Cost per ounce of gold($) 278 238 West Wits Section 23,245 264 25,849 314 Total Cost per ounce of gold($) 355 241 Tolukuma Section 71,955 240 63,593 242 Total Cost per ounce of gold($) 369 316 Total ounces produced 1,027,440 1,063,609 Total production costs ($'000) 218,056 247,098 Weighted average cash cost 212 232 Total Cost per ounce of gold($) 388 360

Cash cost per ounce in fiscal 2002 was reduced by 8.6% to $212 per ounce compared to a cash cost of $232 per ounce in fiscal 2001. This decrease is primarily attributable to the significant depreciation of the Rand against the Dollar during fiscal 2002, as well as an increased focus on cost control, including centralizing our procurements function to obtain better commodity prices from suppliers. The majority of our cash costs are incurred in Rands. Cash costs in fiscal 2002 consisted of 41% for labor costs; 20% for contractor services and other related costs; 26% for inventory costs; and 13% for electricity costs. Cash costs in fiscal 2001 consisted of 32% for labor costs; 35% for contractor services and other related costs; 22% for inventory costs; and 11% for electricity costs. As gold mining in South Africa is very labor intensive, labor costs and contract services are the largest component of cash costs. During fiscal 2002, an average wage increase of 7% for our mining employees was implemented pursuant to our current labor agreements. Our total cost per ounce of gold increased to $388 in fiscal 2002 from $360 in fiscal 2001. This increase is primarily attributable to costs incurred in the close out of our hedge book in 2002.

Depreciation and amortization

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Depreciation and amortization charges were $13.9 million for fiscal 2002 as compared to $14.9 million for fiscal 2001. This slight decrease is mainly due to an extension of the life of mine of our current operations. This decrease, was to an extent negated by the increase in the depreciation charges at the Tolukuma Section caused by the appreciation of the Australian Dollar during the year.

Employment termination costs

Employment termination costs decreased to $0.4 million for fiscal 2002 as compared to $3.0 million for fiscal 2001. This decrease is mainly due to the payment of employment termination costs during fiscal 2001 in connection with the closure of unprofitable mining operations at the Durban Deep and West Wits Sections.

Impairment of assets

During fiscal 2002, we recorded an impairment charge against the residential property at the Durban Deep Section of $2.2 million. The market value of these assets had declined further during the current year. We had not recorded an impairment charge against these assets during fiscal 2001 as there was a potential buyer for these assets. However, the sale was not consummated and the Durban Deep Section has now been fully impaired. In fiscal 2001, we recorded an impairment charge against the assets of the Durban Deep Section of $2.8 million based on the fair value of the assets at June 30, 2001.

Selling, administration and general charges

The selling, administration and general charges decreased in fiscal 2002 to $13.3 million as compared to $30.9 million in fiscal 2001. The decrease was primarily due to the significant depreciation of the Rand against the Dollar in fiscal 2002. The majority of our selling, administrative and general charges are incurred in Rand. The implementation of a flatter management structure and the concerted effort of management to institute tighter financial controls, including greater reliance on in-house expertise as opposed to external consultants, also contributed to the decrease. We incurred costs in fiscal 2001 related to our special investigation that were not incurred in fiscal 2002.

Loss on financial instruments

The loss on financial instruments in fiscal 2002 was $147.2 million, as compared with a loss of $15.4 million in fiscal 2001.

The depreciation of the Rand and the appreciation of the gold price during fiscal 2002 and the resulting negative effect that these changes had on the fair value of our derivative instruments contributed to the large increase in the loss on financial instruments. The average price of gold received by us was $43 per ounce less than the average gold price for fiscal 2002 as opposed to fiscal 2001, when the difference between the average gold price for the year and our gold price received was $5 per ounce less. The above difference and the effect of the close-out of our hedge position resulted in realized losses of $126.4 million in fiscal 2002.

Interest expense

Interest expense decreased to $2.4 million for fiscal 2002 as compared to $5.6 million for fiscal 2001. The decrease was due primarily to the settlement of the loan from Western Areas Ltd., or WAL, during the year.

Income and Mining Tax

In fiscal 2002 the tax benefit was 45% of our consolidated loss as compared to 41% in fiscal 2001.

As a result of the improved average price of gold in fiscal 2002, the likelihood of realizing assessed losses at our operations has increased and thus deferred income and mining tax valuation allowances have decreased to $6.9 million in fiscal 2002 from $63.3 million in fiscal 2001. This decrease has to an extent been negated by a reduction in the Unredeemed Capital Expenditure carried forward balance to $22.1 million in fiscal 2002 from $34.4 million in fiscal 2001 and a reduction in the Assessable Tax Loss

carried forward balances to $15.4 million in fiscal 2002 from $25.1 million in fiscal 2001 as a result of continued profitability at the Blyvoor and Crown Sections.

Foreign tax benefit decreased to $2.1 million in fiscal 2002 from $4.1 million in fiscal 2001, primarily due to a smaller loss before tax at the Tolukuma Section. There was also an increase in expenditure not allowed as a deduction for taxation purposes to $9.5 million in fiscal 2002 from $0.4 million in fiscal 2001, this increase was mainly attributable to the early close out of certain hedge positions during the year.

Minority Interest

In fiscal 2002, minority interest decreased to $0 from $0.3 million in fiscal 2001 because we purchased all the shares in Dome during fiscal 2001. The $0.3 million relates to the minority shareholders' share of losses in Dome.

Provision for Environmental Rehabilitation

A total of $12.1 million was invested in our various environmental trust funds at the end of fiscal 2002, as compared to $13.8 million for fiscal 2001. The decrease is attributable to the weakening of the Rand against the Dollar in fiscal 2002. As of June 30, 2002, we estimate our total rehabilitation liability to be $17.9 million as opposed to $22.6 million at June 30, 2001. The shortfall will be financed by ongoing financial contributions.

RESTATEMENT OF QUARTERLY INFORMATION

On September 30, 2003, we filed a restatement of our unaudited US GAAP financial information for the quarter ended June 30, 2003 and on October 31, 2003 we filed our unaudited US GAAP financial information for the quarter ended September 30, 2003.

As a result of the year end audit for the fiscal year ended June 30, 2003, certain audit adjustments have arisen, which require the above quarterly information to be restated. These adjustments include the reversal of Impairment on Mining Assets of $5.3 million, a full valuation allowance of the North West Operations Deferred Tax Asset, amounting to $41.4 million, and fair value adjustments to the Convertible Loan Notes, amounting to $1.0 million.

As a result of these adjustments, our unaudited US GAAP financial information for the quarters ended June 30, 2003 and for the quarter ended September 30, 2003 are restated below.

Reconciliation of Net Loss applicable to stockholders as previously reported for the quarters ended June 30, 2003 and September 30, 2003:

Quarter ended

(US$ million)

September 30, June 30, 2003 2003 US$ million US$ million Net profit/(loss) applicable to stockholders as previously reported 1.1 (9.5) Adjusted for: (30.0) (12.3) Reversal of impairment of mining assets 6.1 Depreciation and amortization (6.4) Deferred tax valuation allowance (36.8) (6.2) Adjustment to write off of investments and loans (0.2) Fair value adjustment to convertible notes 0.9 0.3

Reconciliation of Stockholder's Equity as previously reported for the June 2003 and September 2003 quarters:

Quarter ended

(US$ million)

September 30, June 30, 2003 2003 US$ million US$ million Stockholder's Equity as previously reported 48.1 111.4 Adjusted for: (42.9) (57.6) Loss applicable to stockholder's (30.0) (12.3) Translation adjustments (12.9) (2.4) Quarter June 2003 adjustments (42.9)

Stockholders equity as restated 5.2 53.8

Quarter ended

(US$ m)

September 30, Statements of Operations for: June 30, 2003 2003 Restated Restated

(Unaudited)

Revenues Product sales (Gold revenue) 67.1 62.8 Cost and expenses (65.6) (68.4) Production costs (64.2) (66.8) Movement in gold in process (0.8) (1.2) Movement in rehabilitation provision (0.6) (0.4)

Other operating expenses Depreciation and amortization (3.8) (9.7) Impairment of assets 0.1 Employment termination costs (1.3) (5.4) Management and consulting fees 0.1 (0.5) (Loss)/profit on derivative instruments 1.4 (2.8) Loss on sale of investments (1.1) Administration and general charges (3.2) (3.1)

Stock based compensation costs (1.2) (0.5) Administration and general charges (2.0) (2.6)

Net operating loss (6.4) (27.0) Investment income 2.0 1.6 Other income 9.8 0.8

Profit/(loss) before taxation 1.2 (26.9) Loss from associate (7.7) Income and mining tax benefit Deferred taxation benefit (22.4) 5.1

Net loss applicable to stockholders (28.9) (21.8)

Basic loss per share (cents) (15.7) (11.5) Diluted loss per share (cents) (15.7) (11.5)

Quarter ended

(US$ m)

Balance Sheets at: Quarter Quarter September 30, June 30, 2003 2003 Abridged Restated Restated

(Unaudited)

ASSETS Current assets 75.4 105.8 Cash and equivalents 44.4 85.5 Receivables 23.1 13.5 Inventories 7.9 6.8 Mining assets 83.3 81.6 Cost 219.8 234.4 Accumulated depreciation & amortization (136.5) (152.8) Other assets 39.9 51.2 Deferred income and mining tax 5.1 10.7 Non-current assets 34.8 40.5

Total assets 198.6 238.6

LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities 69.0 57.1 Bank overdraft 3.9 0.4 Accounts payable and accrued liabilities 50.0 51.1 Short-term portion of long-term loans 15.1 5.6 Long-term loans 5.7 5.6 Convertible notes 61.4 60.9 Derivative instruments 32.7 35.1 Provision-environmental rehabilitation 24.6 26.1

Stockholders' equity 5.2 53.8

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Authorized 300 000 000 ordinary no par value shares 5 000 000 cumulative preference shares Issued 211 402 045 ordinary no par value shares 5 000 000 cumulative preference shares Stated capital and share premium 360.3 424.3 Additional paid in capital 37.7 38.2 Cumulative preference shares 0.1 0.1 Accumulated loss (340.4) (362.2) Other comprehensive income (52.5) (46.6)

Total liabilities & stockholders' equity 198.6 238.6

Quarter ended

(US$ m)

Changes in Statement of Stockholders' Equity for the period ended: June 30, 2003 September 30, Restated 2003

(Unaudited)

Stockholders' equity at the beginning of the period 48.9 5.2 Prior period adjustment (Argonaut mineral rights) (4.5) Stockholders' equity at the beginning of the period as restated 44.4 5.2 Share capital issued 1.4 64.5 for cash 63.8 for share options exercised 0.2 0.2 for stock based compensation 1.2 0.5

Movement in retained income (40.6) (15.9)

(loss)/profit applicable to stockholders (28.9) (21.8) mark-to-market on investments 0.1 3.6 currency adjustments and other (11.8) 2.3

Stockholders' equity at the end of the period 5.2 53.8

Cash Flow Statements for the period ended:

Quarter ended

(US$ m)

Abridged: September 30, June 30, 2003 2003

(Unaudited)

Net cash out flow from operating activities (14.6) (6.4) Net cash in flow from investing activities 0.4 1.4

Net (decrease)/increase in cash & equivalents (27.6) 39.0 Translation adjustment 8.9 2.1 Cash and equivalents at beginning of period 63.1 44.4

Cash and equivalents at end of period 44.4 85.5

LIQUIDITY AND CAPITAL RESOURCES

Cash Resources

At June 30, 2003, we had cash and cash equivalents of $44.4 million, and working capital of $2.4 million, compared to cash and cash equivalents of $23.9 million, a negative working capital of $34.3 million at June 30, 2002. Our board of directors believes that due to the favorable Dollar gold price, the restructuring of our hedge positions, the revised mining plan as a results of the 60 day review process at the North West Operations and the debt facilities currently in place, our working capital resources are sufficient to fund our currently foreseeable business requirements.

Operations

Cash of $23.9 million was utilized for fiscal 2003 as compared to cash utilized of $64.2 million for fiscal 2002 and cash utilized of $16.7 million for fiscal 2001. This decrease was due primarily improved profitability in fiscal 2003 and the cash flows arising on the early settlement of hedge positions during fiscal 2002.

Investing

Cash utilized in investing activities increased to $9.8 million in fiscal 2003 from cash generated of $2.9 million for fiscal 2002 as compared to cash utilized $1.3 million in fiscal 2001. The increase in fiscal 2003 is as a result of the acquisition of a 19.81% stake in Emperor Mines and increased capital expenditure at the operations. The cash generated in fiscal 2002 was due to the sale of listed investments.

Financing

Cash generated by financing activities decreased to $55.4 million in 2003 from cash generated of $67.6 million in 2002. During fiscal 2003, we raised $63.6 million through the issue of 6% Senior Convertible Notes, $9.0 million through the issue of shares and we repaid $20.3 million of our long term liabilities. During fiscal 2002 we raised $51.1 million through the issues of shares and we raised $18.5 million in long-term liabilities. Cash generated from financing activities in fiscal 2001 was $11.0 million.

Capital Expenditures

Capital expenditure for the fiscal year ended June 30, 2003 was $13.4 million, compared to $8.2 million for the fiscal year ended June 30, 2002. Capital expenditures were predominantly on ore reserve development and new underground mining equipment. The surface equipment at Tolukuma was upgraded. Redundant capital equipment was sold during the year, the proceeds of which amounted to $3.6 million. Capital expenditures were funded from existing cash resources and cash generated by operations and cash generated by financing activities.

Capital expenditure for the fiscal year ended June 30, 2002 was $8.2 million, compared to $6.3 million for the fiscal year ended June 2001. Capital expenditures were predominantly on ore reserve development at the Blyvoor section and underground services at the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Blyvoor, Harties and Buffels Sections. Redundant capital equipment was sold during the year, the proceeds of which amounted to $1.7 million. Capital expenditures were funded from existing cash resources.

For fiscal 2004, we have budgeted $25.9 million for capital expenditures. Included in this amount is $14.3 million on mining equipment and development, $6.9 million on other capital projects, $2.2 million for upgrading existing underground operations, $1.2 million for exploration, and $0.1 million for upgrading current metallurgical plants. These amounts exclude any expenditures at the Porgera Mine.

For fiscal 2004, North West has budgeted $10.9 million for capital expenditure, Blyvoor $10.7 million and Tolukuma $4.3 million. We plan to finance the capital expenditures from cash flows generated by operations.

As of October 31, 2003, $25.4 million of the total projected capital expenditure has been approved by our board.

Share Capital

During fiscal 2001, we issued 19,320,000 ordinary shares at market value to certain institutional investors in exchange for gross cash proceeds of $14.8 million.

During fiscal 2001, we issued 350,000 ordinary shares at market value to The Corner House (Pty) Limited for services rendered which amounted to $0.3 million.

During February and May of 2002, we concluded private placements for a total of 12,000,000 of our ordinary shares. The net proceeds from those placements of R445.5 million ($42.2 million) were used to undertake a major restructuring of our hedge book.

In July 2002, KBH subscribed for 4,794,889 of our ordinary shares of a subscription price of approximately R68 million ($6.8 million).

On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, or the Notes, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADRs, at a conversion price of $3.75 per share or ADR, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act. In connection with the offering of the notes, we entered into a registration rights agreement with the initial purchaser of the notes. This agreement obligated us to file with the SEC a shelf registration statement with respect to the offer and sale of the notes and the ordinary shares or the ordinary shares underlying the ADSs issuable upon conversion of the notes. On September 30, 2003 the SEC declared effective our registration statement on Form F-3 pertaining to the notes. To date, no notes have been converted.

On August 14, 2003 we entered into an option agreement with Investec granting Investec the option to acquire 18 million of our ordinary shares. The strike price per share of the option was 95% of the trade-weighted average price of our ADRs for the 30 days prior to exercise.

On September 5, 2003 the terms of the option were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65% of our total issued and outstanding ordinary shares as of June 30, 2003. On September 8, 2003, we announced that Investec exercised the option in respect of 18 million ordinary shares at a price of $2.3967 per ordinary share for a total consideration of approximately $43 million. On September 11, 2003, we announced that Investec had exercised the remaining portion of the option, acquiring an additional 9 million ordinary shares, at a price of $2.4242 per share for a total consideration of approximately $22 million.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On October 14, 2003 we announced that we had reached an agreement with OSL to acquire two of that company's wholly-owned subsidiaries, OMP and MRP. The transaction was affected through the amalgamation of OML and MRP and our wholly-owned subsidiary, Dome Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition, we have offered 5% of our assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

On November 4, 2003, we issued 3,000,000 ordinary shares to Investec in exchange for gross cash proceeds of $8 million which was used to cover restructuring expenses at our North West Operations.

Credit and Loan Facilities

We do not have any off balance sheet borrowings or financial arrangements. At June 30, 2003 the following borrowing arrangements were in place:

Mineral Resources Development Company (Proprietary) Limited Loan

On November 19, 1997, Dome and Tolukuma Gold Mines Limited, or Tolukuma, entered into a loan agreement with Mineral Resources Development Company (Proprietary) Limited, or MRDC, by which MRDC provided a loan of A$2.5 million ($1.2 million) to Tolukuma. The loan is to be repaid in

four equal half-yearly installments, as per an amended agreement, with the first installment paid on June 30, 2002 and the last payable on December 31, 2003. Interest is payable at 9% per year and has been capitalized. The loan is secured by a lien on the assets of Tolukuma. The loan agreement provides that neither Dome nor Tolukuma may make dividend payments if such payments would have a material adverse effect on Tolukuma's ability to meet its obligations under the loan. The loan is guaranteed by Dome. As of June 30, 2003, the interest rate on this loan remained at 9% and the outstanding balance on the loan was $0.7 million.

As of November 30, 2003, the interest rate on this loan was 9% and the outstanding balance on the loan was $0.3 million.

Mortgage BondFirst National Bank Limited

A mortgage bond of R3 million ($0.5 million) was obtained by our subsidiary, Stand 752 Parktown Extension (Pty) Ltd in November 1998 in order to acquire the building which houses our registered address and corporate offices. The loan is secured by a first covering mortgage bond over this property and a deed of suretyship signed by us. The mortgage loan bears interest at 0.75% below the prime lending rate offered by First National Bank of Southern Africa Limited on overdraft. At June 30, 2003 the interest rate was 14.75% per annum. Interest is calculated daily and compounded monthly in arrears. The loan is repayable over 60 months in monthly installments. As of June 30, 2003, the outstanding balance on the loan was $0.1 million.

As of November 30, 2003 the interest rate on this loan was 11.25% and the outstanding balance was $0.1 million.

Industrial Development Corporation Loan to Crown Gold Recoveries (Pty) Ltd

On June 8,1999, CGR, entered into a loan agreement with IDC for R25 million ($3.1 million). The loan bears interest at 2.5% below the prime lending rate offered by First National Bank of Southern Africa Limited on overdraft. As of June 30, 2002, the interest rate was 13.5% per year. A commitment fee of 1% on the loan amount plus 0.5% on the amount of each drawing is payable to IDC. The loan is repayable in

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 48 monthly installments. Repayment of the loan began on April 30, 2000. As of June 30, 2003, the interest rate stood at 13% per year, and the outstanding balance on the loan was $0.6 million.

As of November 30, 2003 the interest rate on this loan was 9.5% and the outstanding balance was $0.4 million.

The loan is secured by a general notarial bond covering all moveable assets of CGR. Under the terms of the loan agreement, CGR cannot, without the written consent of IDC:

pay cash dividends;

pay interest on shareholder loans in cash;

make loans to companies controlled by us;

repay any shareholder loans; or

pay any management or administration fees

in an aggregate amount of more than R2.5 million ($0.2 million) in the financial year ended on June 30, 2000, and increasing by 8% per year, until our interest in CGR is equal to 50% of its total assets or which would have the effect of causing our interests in CGR to be reduced below 50%. Furthermore, CGR cannot, without the prior written consent of IDC, dispose of or further encumber its moveable assets or issue shares to anyone other than us. We may not sell any of our shares in CGR without the consent of IDC.

We have guaranteed the due and punctual payment of the obligation of CGR under the loan agreement through a suretyship. However, in connection with our sale of 60% of our interest in CGR KBH has agreed to indemnify us against any claim, loss or damage suffered, or expense incurred by us as a result of any breach of this loan agreement. This indemnity is to last until KBH has procured our release from the suretyship.

KBH is a mining company owned by historically disadvantaged South Africans and was formed in 1998. IDC is a state owned financial institution that provides the financing of transactions which enhance black economic empowerment in South Africa.

Volvo Finance Lease

In November 2000, Dome entered into a master finance lease agreement with Volvo Truck Finance Australia (Pty) Ltd, or Volvo, for the lease of two articulated dump trucks to transport ore from the mine to the metallurgical plant. At the termination of the lease, the equipment will be returned to Volvo. The value of the lease is R4 million ($0.4 million). Principal is paid in 35 equal monthly installments. The lease bears interest at a rate of 12% per annum. As of June 30, 2003, the outstanding balance on the lease was $0.03 million.

Dome subleases the equipment to Tolukuma under a finance sub-lease agreement dated November 1, 2000. Under this sub-lease, Tolukuma agrees to be bound by the master finance lease agreement and to continue making payments thereunder to Volvo.

This lease was paid off in full during October, 2003.

In August 2001, Tolukuma, entered into a loan agreement with Bank of South Pacific Limited, or Bank of South Pacific. Under this loan agreement, Bank of South Pacific agrees to provide Tolukuma with a cash advance installment loan and/or a letter of credit facility. Tolukuma may request the provision of an advance, or the issue of a letter of credit in favor of Sandvik Tamrock Pty. Limited to refinance its purchase, or to make payment on the purchase, of certain specific pieces of mining equipment described in the loan agreement.

The loan bears interest at a rate equal to Bank of South Pacific's "Indicator Lending Rate", which is published weekly, plus a margin of 4% per annum. Interest is payable monthly in arrears. Principal payments are also made monthly in accordance with the payment schedule which Bank of South Pacific calculates from time to time.

As of June 30, 2003, the interest rate on this loan was 17% and the outstanding balance on the loan was $1.6 million.

The loan agreement requires Tolukuma to maintain certain financial ratios, advise or seek the approval of Bank of South Pacific on capital expenditures above certain thresholds, and ensure that capital and exploration expenditures do not generate a negative cash flow. Additionally, without the consent of Bank of South Pacific, Tolukuma may not incur financial indebtedness or provide a guarantee of the financial indebtedness of another person, further encumber any of its property, except by operation of law, or dispose of or otherwise create an interest in any of its property other than in the ordinary course of its business. Tolukuma must also notify Bank of South Pacific when it incurs any financial indebtedness, guarantees the financial indebtedness of another person, or issues any shares or alters its share capital. Also, Tolukuma has agreed not to repay any inter-company loans without first obtaining the written consent of Bank of South Pacific.

The loan is secured by fixed and floating charges over the assets of Tolukuma, Dome and Dome Resources (PNG) Limited, or Dome (PNG). Additionally, we, Dome and Dome (PNG) have guaranteed this loan.

Under our guarantee agreement with Bank of South Pacific, we guarantee the payment and performance of Tolukuma of its obligations to Bank of South Pacific up to maximum of A$4.3 million. Also, our guarantee agreement restricts our ability to further encumber or dispose of our assets in Australia or Papua New Guinea, without approval from Bank of South Pacific. Our guarantee agreement also restricts our ability to receive funds from Tolukuma, enforce certain rights or claims against Tolukuma, take certain actions against Bank of South Pacific, and incur financial indebtedness with respect to our assets in Australia and Papua New Guinea. The guarantee agreements for Dome and Dome Resources (PNG) contain similar provisions but do not contain a monetary limit on exposure.

This loan was paid off in full during October, 2003.

Industrial Development Corporation Loan to Blyvoor

On July 18, 2002, Blyvoor entered into a loan agreement with IDC for R65 million ($6.3 million) specifically for financing capital expenditures incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank of Southern Africa Limited on overdraft. As of June 30, 2003, the interest rate stood at 14.5% per year. The loan is repayable in 48 monthly installments. The loan will be secured by a special notarial bond over the Blyvoor metallurgical plant. At the time the loan was made, the Blyvoor metallurgical plant was encumbered in favor of J.P. Morgan Chase and as a result could not be provided as security. Accordingly, IDC has agreed to temporarily waive the requirement to provide this security in consideration for Blyvoor providing IDC with a written undertaking to register the special notarial bond on or before June 30, 2003 and the provision of the following security (a) Crown pledging its 40% shareholding and ceding, as security, its shareholder loans in CGR to IDC, and (b) Crown and us providing a guarantee to IDC for the obligations of Blyvoor to IDC, such suretyship only to become effective on July 1, 2003 and remain in force until the registration of the special notarial bond. This security has been provided.

The loan agreement prohibits us from disposing of or further encumbering the assets covered by the special notarial bond and places restrictions over our ability to change the business of Blyvoor.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As of June, 2003, we have drawn down R42.9 million ($5.7 million) of this loan. As of November 30, 2003 the interest rate on this loan was 11% and the outstanding balance was $5.4 million.

Senior Convertible Notes

On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADSs, at a conversion price of $3.75 per share or ADS, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act.

On September 30, 2003, the SEC declared effective our registration statement on Form F-3 pertaining to the $66,000,000 6% Senior Convertible Notes we issued in November 2002. To date, no notes have been converted. In connection with the registration process, we incurred liquidated damages in the amount of $1,188,000.

As of June 30, 2003, the effective interest rate on this loan was 7.05% per annum and the outstanding balance on the loan was $62.5 million.

As of November 30, 2003, the effective interest rate on this loan was 7.05% per annum and the outstanding balance was $62.4 million.

Compliance with Loan Covenants

We have been in compliance with all covenants contained in the above loan agreements, in all material respects, during the periods covered by our financial statements included in this Annual Report.

Treasury Policies

Our board of directors has approved a "Treasury Policy on Financial Risk Management" which governs our treasury's activities, including the setting of hedging and dealing limits, approval of hedging instruments and counterpart approval and limits.

Generally, we do not use forward contracts, options or swaps to reduce our risk exposure to volatility in the gold price. However, our policy does permit hedging to initially protect new acquisitions and to protect capital projects from fluctuations in the gold price.

Our board of directors has delegated certain responsibilities to our Audit Committee regarding our treasury. It is the responsibility of our Audit Committee to develop a strategic view on financial risk management and consider, where appropriate, risk management strategies recommended by management.

Our hedging risk is measured by the effect of the gold price, foreign exchange rate, interest rates and the volatility of the gold price and exchange rates. Open positions are monitored regularly and managed accordingly.

EFFECTS OF INFLATION

Inflation has decreased in recent years and has had little effect on our operations. However, a return to significant inflation in South Africa without a concurrent devaluation of the Rand or an increase in the price of gold could increase our costs and reduce our operating results and financial condition.

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

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ITEM 7. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

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, 2003, our board consisted of seven directors. As of December 22, 2003, our board consisted of seven directors.

In accordance with JSE listing requirements and our Articles of Association, one third of the directors comprising the board of directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Additionally, all directors are subject to re-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

Mark Michael Wellesley-Wood (52) Executive Chairman. Mr. Wellesley-Wood was appointed Non-Executive Chairman in May 2000 and appointed Chairman and Chief Executive Officer in November 2000. Mr. Wellesley-Wood was appointed Executive Chairman on December 19, 2003. Mr. Wellesley-Wood holds a degree in Mining Engineering from the Royal School of Mines and an MBA from City Business School. He is a Chartered Engineer, a Member of the Institution of Mining and Metallurgy, a former Member of the Stock Exchange in London, a Fellow of the Securities Institute and a Member of the Society of Investment Professionals. Mr. Wellesley-Wood has been involved in all aspects of raising finance and financial advice for mining companies since 1977. Mr. Wellesley-Wood is also a director of Oxus Resources, WCS Limited, Emperor Mines Limited and Unwins Wine Group Ltd. In January 2002, Mr. Wellesley-Wood was denied entry into South Africa based upon alleged deficiencies in his residency permit. Subsequently, Mr. Wellesley-Wood was issued a valid work permit by the Department of Home Affairs through March 2005.

Ian Louis Murray (37) Chief Executive Officer and Chief Financial Officer. Mr. Murray was appointed Manager Corporate Finance in 1997, alternate director in July 1999, Chief Financial Officer in November 2000 and Deputy Chief Executive Officer in January 2003. Mr. Murray resigned as Chief Financial Officer in January 2003 but re-assumed that position on June 30, 2003 upon the resignation of Mr. J.H. Dissel. Mr. Murray was appointed Chief Executive Officer and Chief Financial Officer on December 19, 2003. Mr. Murray is a member of the South African Institute of Chartered Accountants and the Chartered Institute of Management Accountants. Prior to joining us, Mr. Murray was group financial and administration manager of Bioclones (Pty) Limited, a subsidiary of S A Breweries from August 1995 to January 1997.

Non-Executive Directors

David Christopher Baker (44) Non-executive director. Mr. Baker was appointed as non-executive director in 2002. Mr. Baker is a qualified metallurgist and started his career at the CRA Broken Hill mine in Australia. During 1986 he joined Capel Court Powell in Sydney as a mining analyst and later moved to their offices in London in a similar position. In 1992 Mr. Baker joined Merrill Lynch Investment Management as director Global Natural Resources where as portfolio manager he successfully managed the Mercury Gold Metal Open Fund since its launch in 1995. Mr. Baker is also a director of Northcliffe Holdings Pty. Ltd, Serpent Investment Pty. Ltd, Emperor Mines Limited and Baker Steel Limited and is a partner in Baker Steel Capital Managers LLP.

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Geoffrey Charles Campbell (42) Senior non-executive director. Mr. Campbell was appointed as non-executive director in 2002. Mr. Campbell was appointed senior non-executive director on December 19, 2003. Mr. Campbell is a qualified geologist and started his career at the Gwynfynydd Mine in Wales as chief geologist. In 1986 Mr. Campbell joined Sheppards in London as mining analyst. In 1994 Mr. Campbell was appointed to the position of senior research analyst at Fleming Martin, London and New York before joining Merrill Lynch Investment Managers in 1995 as research director and senior fund manager. Mr. Campbell currently is self employed and is the managing director of Boatlaunch Limited, a company that provides information on boat launching facilities in and around the UK.

Robert Peter Hume (63) Non-executive director. Mr. Hume was appointed non-executive director in 2001. Mr. Hume has forty years' experience in the auditing field of which the last eighteen years as partner in the firm KPMG, East London office. Since retirement in 1989, he spent two years as investment manager at Sasfin Frankel Pollak in East London. Mr. Hume is also a director of King Consolidated Holdings Limited.

Moltin Paseka Ncholo (40) Non-executive director. Dr. Ncholo was appointed non-executive director in 2002. Dr. Ncholo was awarded his doctorate in Philosophy in 1992 and became an advocate of the High Court of South African in 1994. Prior to becoming the chairman of KBH and ERPM in 1999, he was director-general of the Department of Public Service and Administration. Dr. Ncholo is also a director of CGR.

Douglas John Meldrum Blackmur (60) Non-executive director. Professor Blackmur was appointed as a non-executive director in October 2003. Professor Blackmur holds a doctorate in industrial relations from the University of Queensland and has a career which spans more than 35 years, primarily in the academic and human resources fields. He currently holds the position of Professor of Management at the University of the Western Cape.

Alternate Directors

Anton Lubbe (43) Alternate Director. Mr. Lubbe was appointed an alternate director on June 30, 2003. Mr. Lubbe has a BSc (Mining) with distinction (Wits), Graduate Diploma in Engineering (Wits) and a MBA from the University of Wales. Mr. Lubbe started his career with Blyvooruitzicht Gold Mining Company Limited in 1980 as a learner official and was transferred to Crocodile River Mine in 1987 as underground manager. In 1988, he was transferred to Kennedy's Vale Mine as Site Manager. In 1991, he was transferred to Durban Roodepoort Deep, Limited as a production manager. In 1993, Mr. Lubbe joined Gold Fields Limited as Underground Manager at Okiep Copper Mine and in 1994 re-joined Durban Roodepoort Deep, Limited as General Manager of the Durban Deep Section. In 1998, Mr. Lubbe joined Samancor Limited as a general manager of the Eastern Chrome Mine. Mr. Lubbe again returned to Durban Roodepoort Deep, Limited in 2001 and was transferred to Tolukuma as general manager. In June 2002, Mr. Lubbe was appointed General Manager of Buffels. In January 2003, he became General Manager of Harties. Mr. Lubbe was promoted to Divisional Director Growth and Services in March 2003.

Deon van der Mescht (40) Alternate Director. Mr. van der Mescht was appointed an alternate director on June 30, 2003. Mr. van der Mescht started his career as a learner official at Evander Mines in the early 1980's. Shortly thereafter, he obtained his National Higher Diploma in Metalliferous Mining. In 1998, he became a production manager at Buffels. In January 2002, Mr. van der Mescht was appointed General Manager of Blyvoor. He was appointed as General ManagerSouth African Operations in March 2003.

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Executive Officers

William Beer (51) Chief Administration Officer. Mr. Beer was appointed Chief Administration Officer in January 2002. Mr. Beer has 21 years of management experience.

Aletta Beyers (29) Manager: Treasury. Ms. Beyers was appointed Manager: Treasury in November 2000. Ms. Beyers has 8 years of financial experience in the mining industry.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document David Johannes Botes (46) Group Enterprise Risk Manager. Mr. Botes was appointed Group Financial Manager in September 1998. Mr. Botes has 20 years of financial management experience.

Johann Engels (50) Divisional Director Group Human Resources. Mr. Engels was appointed Group Human Resources Manager in July 2002. Mr. Engels has 26 years experience in the mining industry.

Stephanus Aderiaan Louwrens (46) General Manager of ERPM. Mr. Louwrens was appointed General Manager of ERPM in October 2002. Mr. Louwrens has 26 years of experience in the gold mining industry.

Barry de Blocq van Scheltinga (41) Human Resources Manager, Corporate Services. Mr. Scheltinga was appointed Industrial Relations Manager in September 1998 and Human Resources Manager, Corporate Services. Mr. de Blocq has 14 years of experience in industrial relations and human resources management.

Charles Methley Symons (49) General Manager of Crown. Mr. Symons was appointed General Manager of Crown in September 1998. Mr. Symons has 24 years of experience in the mining industry.

Mehran Nohajer (39) General Manager of Tolukuma. Mr. Nohajer was appointed General Manager of Tolukuma in January 2003. Mr Nohajer has 13 years of experience in the gold mining industry.

Christiaan Albertus Vermeulen (40) General Manager North West Operations. Mr. Vermeulen was appointed General Manager of Buffels in December 2002 and General Manager North West Operations in June 2003. Mr. Vermeulen has 20 years of experience in the mining industry.

Daniel Johannes Pretorius (36) Legal Advisor. Mr. Pretorius was appointed Legal Advisor in May 2003. Mr. Pretorius has ten years of experience in the mining industry.

Jacob Hendrik Dissel (45) Group Financial Manager. Mr. Dissel was appointed Chief Financial Officer on January 29, 2003, but due to personal reasons resigned from this position on June 30, 2003. Mr. Dissel was appointed Group Financial Manager on June 30, 2003. Mr. Dissel also served as acting Company Secretary on a temporary basis until we appointed Andrea Townsend on September 30, 2003. Mr. Dissel has 17 years of financial experience in the gold mining industry.

Grant Dempsey (43) Divisional Director Joint Venture. Mr. Dempsey was appointed Divisional Director Joint Venture in June 2003. Mr. Dempsey has 25 years of experience in the mining industry.

Richard Johnson (45) Divisional Director Australasia. Mr. Johnson was appointed Divisional Director Australia in June 2003. Mr. Johnson has 20 years of experience in the mining industry.

Ilja Graulich (31) General Manager Investor Relations. Mr. Graulich was appointed General Manager Investor Relations in February 2003. Mr. Graulich is a former financial journalist and has 5 years of experience across a number of media sectors including mining editor of a preeminent South African financial newspaper. Mr. Graulich is also an alternate director of Rand Refinery Limited.

Andrea Isolde Townsend (37) Group Company Secretary. Ms. Townsend was appointed Group Company Secretary in October 2003. Ms. Townsend is a qualified attorney. She has 4 years experience in legal practice and 10 years experience in the corporate legal and company secretarial field in the financial services industry.

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Wayne Gregory Koonin (34) Divisional Director: Group Finance. Mr. Koonin was appointed Divisional Director: Group Finance in October 2003. Mr. Koonin is a member of the South African Institute of Chartered Accountants. He has 7 years experience as a Financial Director at board level across a number of industries, including coal mining. Mr. Koonin is also a director of Rand Refinery Ltd.

The following changes occurred in our board of directors and officers from July 1, 2002 to December 22, 2003.

Appointments Date J.H. Dissel (Chief Financial Officer) January 29, 2003 M. Nohajer (General Manager: Tolukama) January 7, 2003 C. Vermeulen (General Manager: Buffels) December 2, 2002 D.J. Pretorius (Legal Advisor) May 1, 2003 D. van der Mescht (Alternate Director) June 30, 2003* A. Lubbe (Alternate Director) June 30, 2003* J.H. Dissel (General ManagerGroup Finance) June 30, 2003* D. Blackmur (Non-Executive Director) October 21, 2003 A. Townsend (Group Company Secretary) October 1, 2003 W. Koonin (Divisional DirectorGroup Finance) October 1, 2003 M. Wellesley-Wood (Executive Chairman) December 19, 2003 (Chief Executive Officer and Chief I. Murray December 19, 2003 Financial Officer) G. Campbell (Senior Non-Executive Director) December 19, 2003 Resignations Date C. Valkin (Alternate Director) September 6, 2002 N. Goodwin (Non-Executive Director) January 29, 2003 M. Eloff (Group Company Secretary) March 13, 2003 B. Morton (Group Legal Advisor) March 18, 2003 D.S. van den Bergh (New Business Development Manager) February 28, 2003 F. Coetzee (Operations Director) April 24, 2003 J.H. Dissel (Chief Financial Officer) June 30, 2003* * Effective date

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Directors' Terms of Employment

The following table shows the date of appointment, expiration of term and number of years of service of each of our directors:

Date of Date of Expiration of Number of Director Appointment Term Years of Service M.M. Wellesley-Wood 2003 2006 3 I.L. Murray 2003 2007 4 F. Coetzee(1) 2002 2005 1 M. Ncholo 2002 2005 1 G. Campbell 2002 2005 1 N. Goodwin(2) 1997 2005 6 R. Hume 2003 2006 2 D. Baker 2002 2005 1 (1) Mr. Coetzee resigned from our board of directors on April 24, 2003.

(2) Mr. Goodwin resigned from our board of directors on January 29, 2003.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 are selected.

Committees of the Board of Directors

Executive Committee

The Executive Committee meets regularly to review current operations in detail, develop strategy and policy proposals for consideration by the board of directors and to implement its directives. The Executive Committee consists of: I. Murray (Chairman), M.M. Wellesley-Wood, W. Beer, J. Engels, A. Lubbe, D. van der Mescht, W. Koonin, A. Townsend and I. Graulich.

Remuneration Committee

The Remuneration Committee has been appointed by the board of directors with responsibility for approving all of our remuneration policies and the terms and conditions of employment of executive directors and officers. The committee also considers and approves the eligibility criteria and performance measures of the Durban Roodepoort Deep (1996) Share Option Scheme applicable to the executive directors and senior management. The Remuneration Committee consists of: D. Baker, D. Blackmur and G. Campbell (Chairman).

Audit Committee

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, internal auditors and J. Botes, our Enterprise Risk Manager. The Audit Committee consists of: R. Hume (Chairman), G. Campbell and D. Baker. Additionally, our Audit Committee develops strategic views on financial risk management and considers, where appropriate, risk management strategies recommended by management.

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Risk Committee

The Risk Committee has been appointed and will review the Company's risk management and health, safety and environmental compliance. This committee is chaired by Mr. D. Blackmur.

Compensation of Directors and Officers

Our Articles of Association 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 for the year ended June 30, 2003 was R17.4 million ($1.9 million). Both Messrs. Wellesley-Wood and Murray waived their semi-annual bonus payment, which was payable in July 2003, until our cash flow position improves, which will be determined by the Remuneration Committee. During the year ended June 30, 2003, we contributed R0.5 million ($0.06 million) to our defined contribution plans for these officers and directors. The following table sets forth the compensation for our directors for the year ended June 30, 2003:

Retirement fund contributions/ Share option Basic Salary/Fees Total Directors Bonus/Restraint of scheme gains ($'000) ($'000) Trade/Expenses ($'000) ($'000) Executive M.M. Wellesley-Wood 511 173 684 874 I. Murray 236 185 421 738

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document F. Coetzee(1) 231 405 636 40 J. H. Dissel (2) 70 3 73 59 Subtotal(2) 1,048 766 1,814 1,711

Non-Executive P. Ncholo 17 17 G. Campbell 25 25 N. Goodwin(3) 16 16 225 R. Hume 25 25 11 D. Baker 22 22 Total 1,153 766 1,919 1,947 (1) Mr. Coetzee resigned from our board of directors on April 24, 2003.

(2) Mr Dissel resigned from our board of directors on June 30, 2003.

(3) Mr. Goodwin resigned from our board of directors on January 29, 2003.

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As of June 30, 2003, options to purchase ordinary shares held by directors were as follows:

Options Options Options Options at Average Average Options at granted exercised lapsed Directors June 30, Exercise Exercise June 30, Expiration Dates(1) during the during the during the 2002 price (R) Price (R) 2003 year year year Executive M.M. Wellesley 905,309 423,600 23.01 395,244 10.42 933,665 8/21/10-4/22/13 Wood I. Murray 677,671 242,900 23.22 270,500 9.45 650,071 8/6/07-4/22/13 F. Coetzee(2) 297,789 180,600 23.54 25,000 7.26 453,389 5/1/11-4/22/13 JH Dissel(3) 135,696 64,600 19.05 30,524 13.26 169,772 8/21/10-4/22/13 Non-Executive P. Ncholo 20,000 18,500 23.72 38,500 3/20/12-4/22/13 G. Campbell 20,000 22,900 22.82 42,900 3/20/12-4/22/13 N. Goodwin(4) 155,000 10,700 29.10 70,000 7.49 95,700 8/21/10-4/22/13 R. Hume 48,750 23,900 23.55 4,000 7.26 68,650 10/1/11-4/22/13 D. Baker 60,000 21,800 23.01 81,800 23/1/12-4/22/13 (1) Certain directors hold options which expire at various times. For those directors, a range is provided indicating the earliest and latest expiration dates.

(2) Mr. Coetzee resigned from our board of directors on April 24, 2003.

(3) Mr. Dissel resigned from our board of directors on June 30, 2003.

Durban Roodepoort Deep (1996) Share Option Scheme

We operate a securities option plan for our directors and senior employees which has a total of 15% of the issued ordinary shares reserved for issuance thereunder. The price at which an option may be exercised is the lowest seven day trailing average of the closing market prices of an ordinary share on the JSE, as confirmed by our directors, during the three months preceding the day on which the employee is granted the option. Each option remains in force for ten years after the date of grant, subject to the terms of the option plan. Options granted under the plan vest at the discretion of our directors, but primarily according to the following schedule: one-quarter of the options vest six months from the original date of the option grant; one-quarter vest one year from the original date of the option grant; one-quarter of the options vest two years from the original date of the option grant and the balance of the options vest three years from the original date of the option grant. Any options not exercised within ten years from the original date of the option grant will expire and may not thereafter be exercised.

Options to purchase a total of 6,276,682 ordinary shares were outstanding on June 30, 2003, of which options to purchase 1,342,839 ordinary shares were currently exercisable. Directors and approximately 100 executive officers and other senior employees participate in our option scheme. The outstanding options are exercisable at purchase prices that range from R4.52 to R36.08 per share and expire ten years from the date of issue to the participants.

Service Agreements

Service contracts negotiated with each executive and non-executive director incorporate their terms and conditions of employment and are reviewed by our remuneration committee.

Messrs. Murray, Ncholo, Campbell, Hume, Baker and Blackmur each have service agreements which run for fixed three year periods until October 1, 2004, March 20, 2005, July 1, 2005, October 10, 2004, January 22, 2005 and October 20, 2006, respectively. After their respective three year periods, the agreements continue indefinitely until terminated by either party on not less than three months prior written notice. We are currently negotiating a new service agreement with Mr. Wellesley-Wood.

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Additionally, Mr. Murray has a service agreement with one of our subsidiaries, DRD (Isle of Man), Limited, which continues for an indefinite period until terminated by either party on notice.

Each of the service agreements with our executive directors provides for the payment of benefits to the director where the agreement is terminated by us or DRD (Isle of Man) Limited, except where terminated as a result of certain action on the part of the director, or upon the director reaching a certain age, in the case of our executive directors, or by the director upon the occurrence of a change of control of us, or DRD (Isle of Man) Limited as the case may be. A termination of a director's employment for any of these reasons 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 but not more than three year's salary, in the case of our non-executive directors, or four year's salary, in the case of our executive directors, depending on the period of time that the director has been employed. Additionally, if we terminate the employment of the director and the termination is an eligible termination, we must provide the director with thirty days prior written notice and cause all options held by the director under our share option scheme to become exercisable by the director during that thirty day period.

Loan from R.A.R. Kebble

On November 1, 2000, Roger Kebble loaned us R5.3 million ($0.7 million) for working capital purposes. He also purchased our investment in Rand Leases Properties Limited for R2.7 million ($0.3 million) and settled an amount of R6.4 million ($0.6 million) due by Consolidated African Mines Limited, or CAM, to us also to provide us with additional working capital. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on the loan during the 2002 fiscal year and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the loan was repaid in full during fiscal 2002. Mr. Kebble had been appointed a director in August 1995 and Executive Chairman in March 1998. We entered into an agreement with Mr. Kebble in March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased to be a director of our board with effect from June 30, 2002. Pursuant to that agreement, we undertook to pay R3.1 million ($0.3 million) to Mr. Kebble on June 30, 2002. We believe that we are not obliged to pay this amount and have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this claim.

In addition, we believe that certain share options of Mr. Kebble's have lapsed. A letter has been received from Mr. Kebble's legal advisors alleging a repudiation of the agreement and a claim for damages has been intimated, although no proceedings have as yet been instituted.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

As of November 30, 2003, our issued capital consisted of:

221,053,122 ordinary shares of no par value; and

5,000,000 cumulative preference shares.

The holders of cumulative preference shares do not have voting rights unless any preference dividend is in arrears for more than six months. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on the disposal of all or substantially all of our assets or mineral rights. There is currently no active trading market for our cumulative preference shares. No shareholder has voting rights which differ from the voting rights of any other shareholder.

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To our knowledge, we are not directly or indirectly owned or controlled by another corporation or any person or foreign government and there are no arrangements, the operation of which may at a subsequent date result in a change in control of us.

Based on information available to us, as of November 30, 2003:

there were no U.S. record holders of our ordinary shares, excluding those shares which are held as part of our ADR program.

there were 3,822 record holders of our ADRs in the United States, who held approximately 4,055,592 or approximately 1.83% of our ADRs.

The following table set forth information regarding the beneficial ownership of our ordinary shares as of November 30, 2003 by:

each of our directors; and

any person whom the directors are aware of as at November 30, 2003 who is interested directly or indirectly in 5% or more of our ordinary shares.

Shares Beneficially Owned

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Holder Number Percent M. M. Wellesley-Wood * I. Murray * F. Coetzee * M. Ncholo(1) * G. Campbell * R. Hume * D. Baker *

Bank of New YorkADRs 101 Barclay Street 177,601,973 80.34 New York, NY 10011 (1) Does not include 4,794,889 of our ordinary shares held by KBH, of which Dr. Ncholo is the chairman.

* Indicates share ownership of less than 1% of our outstanding ordinary shares.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Ordinary shares issuable pursuant to options, to the extent the options are currently exercisable or convertible within 60 days of November 30, 2003, are treated as outstanding for computing the percentage of any other person. As of November 30, 2003 we are not aware of anyone owning 5% or more of our ordinary shares other than the Bank of New York which holds 80.34% of our issued ordinary shares through our ADR program. Unless otherwise noted, each person or group identified possess sole voting and investment power with respect to the shares, subject to community property laws where applicable. Unless indicated otherwise, the business address of the beneficial owner is: Durban Roodepoort Deep Limited, 45 Empire Road, Parktown, Johannesburg, South Africa, 2193.

Cumulative Preference Shares

Randgold owns 5,000,000 (100%) of our cumulative preference shares. Randgold's address is 5 Press Avenue, Selby, Johannesburg, South Africa.

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RELATED PARTY TRANSACTIONS iProp Loan Note

On June 12, 2002, we entered into a loan agreement with CGR in terms of which an amount of R37.7 million ($3.6 million) is recorded as owing by CGR to us. CGR was an indirect wholly-owned subsidiary of ours. We have sold 60% of our interest in CGR to KBH. This amount was originally owed by CGR to iProp Ltd (previously known as RMP Properties SA Ltd), or iProp, in terms of a secured loan note. In an arrangement in which JCI Gold paid iProp R38 million ($3.7 million) in exchange for an issue by us to JCI Gold of 8,000,000 ordinary shares, the loan note was ceded to us. The loan note has now been cancelled and restated in terms of the loan agreement entered into on June 12, 2002. The largest amount outstanding on this loan to date is R37.7 million ($5.1 million). The loan bears interest at the prime rate of The Standard Bank of South Africa Limited on overdraft plus 25% of that prime rate. As of June 30, 2003, the interest rate on this loan stood at 19.37% per year and as of November 30, 2003 the interest rate was 15%. The loan is repayable on demand within seven years. Interest is payable annually in arrears. The loan is unsecured. We currently intend to revise the terms of this loan so that it bears interest at the prime rate of The Standard Bank of South Africa Limited on overdraft payable monthly. Principal will be repaid in equal annual installments. This loan had strategic value to us in that it allowed us to reduce the amount of debt owed to outside creditors by CGR.

R.A.R. Kebble Loan

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On November 1, 2000, Roger Kebble loaned us R5.3 million ($0.7 million) for working capital purposes. He also purchased our investment in Rand Leases Properties Limited for R2.7 million ($0.3 million) and settled an amount of R6.4 million ($0.6 million) due by CAM to us also to provide us with additional working capital. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on the loan during the 2002 fiscal year. The largest amount outstanding on this loan to date is R5.3 million ($0.5 million). Mr. Kebble was appointed a director in August 1995 and Executive Chairman in March 1998. We have repaid this loan in full.

We entered into an agreement with Mr. Kebble in March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased to be a director of our board with effect from June 30, 2002. Pursuant to that agreement we undertook to pay an amount of R3.1 million ($0.3 million) to Mr. Kebble on June 30, 2002. We believe that we are not required to pay this amount and we have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this claim.

Sale of 60% of Our Interest in Crown Gold Recoveries (Pity) Ltd

In connection with the sale by us of 60% of our interest in CGR we agreed to lend KBH R5.3 million ($0.7 million) under a loan agreement entered into on June 12, 2002. Prior to this, CGR was an indirect wholly-owned subsidiary of ours. The largest amount outstanding on the loan to date is R5.3 million ($0.5 million). The loan bears interest at the prime rate of The Standard Bank of South Africa Limited on overdraft plus 3%. As of June 30, 2003, the interest rate on this loan stood at 18.5% per year and the outstanding balance was R6.3 million ($0.8 million). At November 30, 2003, this loan had an outstanding balance of R6.6 million ($0.9 million), which is the largest amount outstanding on this loan to date. The loan is repayable on demand within five years. Interest is payable annually in arrears. The loan was secured by KBH's pledge to us of 49,928,824 shares in ERPM. However, since the acquisition of ERPM by CGR, the loan is no longer secured. We currently intend to revise this loan so that it bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 15% of that rate payable monthly with equal annual capital redemption's. The strategic value of this

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transaction was that it has enabled us to introduce a black empowerment entity, KBH, which is necessary in terms of the new mining Charter.

We also entered into two loan agreements with CGR, the first being for R0.9 million ($0.09 million) and the second being for R37.7 million ($3.6 million). The loan is payable on demand within three years and interest is payable annually in arrears. The total amount outstanding as at June 30, 2003 is R1.1 million ($0.2 million).

The second loan is payable on demand within seven years and interest is payable annually in arrears. The total amount outstanding as at June 30, 2003 is R44 million ($5.9 million). At November 30, 2003, the outstanding balance of these loans was R46.7 million ($6.3 million) which is the largest amount outstanding to date.

We entered into a shareholders' agreement with KBH, IDC, Crown and CGR. This agreement provides that the board of CGR shall comprise two directors appointed by Crown and three directors appointed by KBH. The agreement also provides that certain business matters such as amending the memorandum and articles of association of CGR, canceling the services agreement with us or incurring certain indebtedness requires the approval of Crown, in the case of shareholder matters, or a director appointed by Crown in the case of directors matters. Additionally, the agreement places restrictions on our ability to dispose of shares of CGR without the prior written consent of the other shareholders. The shareholder agreement also provides that unless its board of directors determines otherwise, CGR shall declare an annual dividend of a minimum of 30% of the net profits of CGR after taxes and interest.

This shareholders' agreement also documents three previously interest free loans from Crown to CGR totaling R190 million ($18 million). Under the terms of the share purchase agreement, 57% (R108 million ($10.2 million)) of the principal amount of these loans were sold to IDC and 3% (R5.7 million ($0.5 million)) to KBH, However, upon KBH exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH. At November 30, 2003, the outstanding balance of these loans was R219.8 million ($29.4 million) which is the largest amount outstanding to date.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document However, the terms of all of these loans have been orally amended and each of these loans currently bears interest at the prime rate charged by The Standard rank of South Africa Limited on overdraft which as of June 30, 2003, stood at 15%. As of November 30, 2003, the interest rate on these loans stood at 12%. It is the interest of the parties to amend the terms of the three shareholders' loans. It is expected that the shareholders' loans will continue to bear interest at the prime rate and the interest will be repayable in equal monthly payments over the period of the loans. The conditions in Crown's shareholder loan to CGR, which waive the requirement that CGR maintain an interest cover ratio of 2.5 to 1 will be deleted.

KBH holds 4,794,889 of our ordinary shares. Also, Dr. Paseka Ncholo is one of our non-executive directors and is also the chairman of KBH.

Acquisition of East Rand Proprietary Mines Ltd

On October 10, 2002, Daun et Cie AG, Courthiel Holdings (Pty) Ltd, KBH, Claas Edmond Daun, Paul Cornelis Thomas Sehouten, Moltin Paseka Ncholo, Masechaba Palesa Moletsane Ncholo, Michelle Patience Baird, Derek Sean Webbstock, or collectively the Sellers, and CGR, entered into an agreement in terms of which CGR agreed to purchase from the Sellers the entire issued share capital and shareholders' claims of ERPM. Dr. Paseka Ncholo is one of our non-executive directors and we own a 40% interest in CGR. The purchase price for the acquisition of the shares and the claims was R100 million ($9.5 million). CGR has loaned an amount of R60 million ($5.7 million) to the Sellers as an interest free loan, and CGR has received from the Sellers, as security for the loan, a pledge of the

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entire issued share capital of ERPM and a cession of the Sellers' claims to CGR. As of June 30, 2003 the outstanding balance of this loan was R11.9 million ($1.6 million). An existing mortgage bond registered by ERPM in favor of Courthiel Holdings (Pty) Ltd securing shareholder loans in the sum of R10 million ($0.9 million) was also ceded to CGR as security on October 11, 2002. The full amount is still owing under the bond.

The competition authorities' approval for the acquisition of ERPM by CGR has been obtained and the R60 million ($5.7 million) loan is deemed to be part payment of the purchase price. As to the balance of the purchase price of R40 million ($3.8 million), KBH, a 40% shareholder in CGR, has agreed to use its best endeavors to obtain a loan of R40 million ($3.8 million) from the IDC which will be paid immediately to the Sellers as final part payment of the purchase price of the ERPM acquisition. If the IDC loan is not obtained, the final part payment of the purchase price will be paid by CGR to the sellers on October 10, 2003, without interest. In the interim, we will manage the operations of ERPM pursuant to the terms of a management agreement entered into between us and ERPM on October 10, 2002. CGR has agreed to procure the release of the Sellers from all statutory environmental obligations, including obligations to furnish guarantees and the like to the Department of Minerals and Energy affairs, and ERPM will assume the Sellers' responsibilities in this regard.

On October 10, 2002, in order to enable CGR to effect payment of the purchase price of the acquisition of ERPM, we entered into a loan agreement with CGR pursuant to which we agreed to lend to CGR the sum of R60 million ($5.7 million). The loan bears interest at the rate of 18.4% and is secured by a notarial general covering bond over all movable assets of CGR. The loan is repayable four months after the registration of the bond. We have subsequently loaned CGR an additional R9.9 million ($0.9 million) on the same terms. CGR in turn loaned this amount to ERPM as working capital.

Additionally, on September 18, 2002, in connection with CGR's acquisition of ERPM, we provided a working capital facility of R10 million ($0.9 million) to ERPM, The loan bears interest at the prime rate charged by The Standard Bank of South Africa Limited on overdraft and as of June 30, 2003, the interest rate on the loan stood at 15.5%. The loan is secured by a pledge of certain movable assets of ERPM. This transaction is part of our continued strategy of enhancing our black empowerment status. At November 30, 2003, the interest rate on this loan stood at 12% and the outstanding balance was $1.6 million, which is the largest amount outstanding on this loan to date.

Rand Refinery Agreement

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have entered into an agreement with Rand Refinery Ltd for the refining and sale of all of our gold produced in South Africa. Under the agreement, Rand Refinery Ltd performs the final refining of our gold and casts it into troy ounce bars. Then, Rand Refinery Ltd. sells the gold on the same day as delivery, for the London afternoon fixed price on the day the gold is sold, In exchange for this service. we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees. Mr. Wayne Koonin, our Divisional DirectorGroup Finance, is also a director of Rand Refinery Ltd. Also, Mr. Ilja Graulich, our General ManagerInvestor Relations, is an alternate director of Rand Refinery Ltd. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies).

Management Service Agreements

We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management, gold administration and hedging, technical and engineering services, mineral resource services and other management related services. We own a 40% interest in CGR. ERPM is a wholly-owned subsidiary of CGR. The strategic

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value of these arrangements are that they allow us to monitor and provide input on the management of these companies in which we have an investment.

For CGR we provide management services with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is R0.7 million ($0.07 million) per month and our management fee for services performed at ERPM is approximately R1.5 million ($0.1 million) per month. The agreement with CGR is for one year and is renewable annually. The agreement with ERPM is for a fixed two year period with an option to renew.

Consultancy Service Agreement

We have entered into a consultancy service agreement with one of our non-executive directors, Mr. Nicolas Goodwin. Under this agreement, Mr. Goodwin provides us with project management services at the Argonaut Project. This agreement took effect on September 2, 2002. The agreement is for a fixed one year term from September 2, 2002, so long as the Argonaut Project is ongoing. Under this agreement, Mr. Goodwin is paid a fee of $400 per day. Mr. Goodwin worked for 128 days under this agreement for a total amount of $51,200. Mr. Goodwin resigned as a non-executive director effective January 29, 2003. This agreement was terminated as of February 26, 2003.

ITEM 8. FINANCIAL INFORMATION

See Item 18

ITEM 9. THE OFFER AND LISTING

OFFER AND LISTING DETAILS

The following tables set forth, for the periods indicated, the high and low sales prices and average daily trading volumes of our ordinary shares on the JSE and ADRs on the Nasdaq SmallCap Market.

Price Per Average Daily Ordinary Share Price Per ADR Trading Volume R $ Ordinary Year Ended High Low High Low Share ADRs June 30, 1999 22.50 10.10 3.72 1.56 59,875 286,549 June 30, 2000 14.40 6.70 2.38 0.94 219,120 671,956 June 30, 2001 10.70 4.40 1.40 0.59 141,868 593,520

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document June 30, 2002 55.00 6.50 5.59 0.79 246,934 2,085,179 June 30, 2003 49.20 15.60 4.72 2.11 245,634 2,809,445

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Average Daily Price Per Trading Volume Price Per ADR Ordinary Share $ Ordinary Year Ended R Share Quarter High Low High Low ADRs June 30, 2002 Q1 11.00 6.50 1.39 0.79 144,134 711,759 Q2 17.10 9.40 1.45 1.07 150,426 638,327 Q3 39.00 16.00 3.58 1.36 362,608 2,369,105 Q4 55.00 37.35 5.59 3.37 335,649 4,531,973 June 30, 2003 Q1 49.20 22.00 4.72 2.22 292,687 3,222,610 Q2 45.00 25.80 4.54 2.87 279,442 3,067,297 Q3 38.50 17.00 4.38 2.11 224,280 2,776,048 Q4 23.75 15.60 2.93 2.18 181,448 2,160,115 June 30, 2004 Q1 26.50 16.51 3.54 2.20 122,825 4,164,865 Average Daily Price Per Trading Volume Price Per ADR Ordinary Share $ Ordinary Month Ended R Share High Low High Low ADRs June 30, 2003 21.95 18.30 2.83 2.28 251,950 2,084,623 July 31, 2003 20.30 16.80 2.80 2.20 124,233 2,517,804 August 31, 2003 21.00 16.51 2.79 2.23 89,241 3,737,285 September 30, 2003 26.50 18.00 3.54 2.46 154,868 6,317,938 October 31, 2003 21.60 17.70 3.12 2.51 129,605 4,060,396 November 30, 2003 20.00 17.00 2.90 2.30 92,619 4,542,055

MARKETS

Our ordinary shares trade on the JSE under the symbol "DUR" and our ADSs trade on the Nasdaq SmallCap Market in the form of ADRs under the symbol "DROOY". Our ordinary shares also trade on the LSE (symbol: DBNR), Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) and Australian Stock Exchange (symbol: DRD). The ordinary shares also trade on the "over the counter" markets in Berlin, Stuttgart and Frankfurt. The ADR's are issued by Bank of New York, as Depositary. Each ADR represents one ADS. Each ADS represents one of our ordinary shares. Prior to February 2001, our ADS's traded on the Nasdaq National Market.

ITEM 10. ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

Description of Our Memorandum and Articles of Association and Ordinary Shares

On June 30, 2003 we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, authorized for issuance. On that date, we had issued 184,222,073 ordinary shares and 5,000,000 cumulative preference shares.

On November 30, 2003, we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.1 par value, authorized for issuance. On that date, we had issued 221,053,122 ordinary shares and 5,000,000 cumulative preference shares.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Set out below are brief summaries of certain provisions of our Articles of Association, or our Articles, the South African Companies Act, 1973 (as amended), or the Act, and the requirements of the JSE Securities Exchange South Africa, or JSE, all as currently in effect. The summary does not

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purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles, the Act, and the JSE. Our Articles were amended on November 8, 2002 to reflect recent changes to applicable South African law. These changes are administrative in nature and will not have a material effect on the rights of our securityholders.

We are registered in terms of the Act under registration number 1895/000926/06. As set forth in Section 4-Objects of our Memorandum of Association, our purpose is to explore and exploit mineral rights and establish and own mining enterprises.

Borrowing Powers

Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as they see fit. For so long as we are a listed company, the directors shall so restrict our borrowings and exercise all voting and other rights or powers of control exercisable by us in relation to our subsidiary companies so that the aggregate principal amount outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall not, except with the consent of our shareholders at a general meeting, exceed R30 million or the aggregate from time to time of our issued and paid up capital, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form part of our and our subsidiaries' financial statements, whichever is higher.

Share Ownership Requirements

Our directors are not required to hold any shares to qualify or be appointed as a director.

Voting by Directors

A director may authorize any other director to vote for him at any meeting at which neither he nor his alternate director appointed by him is present. Any director so authorized shall, in addition to his own vote, have a vote for each director by whom he is authorized.

The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be not less than two.

Directors are required to notify our board of directors of interests in companies and contracts which is noted at each meeting of directors. If a director's interest is under discussion, depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any resolution regarding his interest, in the quorum present at the meeting.

The Code of Corporate Practices and Conduct of the King II Report on Corporate Governance for South Africa, 2002 sets out guidelines to promote the highest standards of corporate governance among South African companies. The board of directors believe that our business should be conducted according to the highest legal and ethical standards. In accordance with their practice, all remuneration of directors is approved by the remuneration committee.

Under South African common law, directors are required to comply with certain fiduciary duties to the company and to exercise proper care and skill in discharging their responsibilities.

Age Restrictions

There is no age limit for directors.

Election of Directors

Directors may be appointed at a general meeting from time to time. The directors may appoint any eligible person as a director but he shall only hold office until the next annual general meeting when the relevant director shall be eligible for election. One third of our directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Retiring directors usually make themselves available for re-election.

General Meetings

On the request of 100 shareholders or shareholders holding not less than one-twentieth of our share capital which carries the right of voting at general meetings, we shall within 14 days of the lodging of a request by such shareholders issue a notice to shareholders convening a general meeting for a date not less than 21 days and not more than 35 days from the date of the notice. Directors may convene general meetings at any time.

Our annual general meeting and a meeting of our shareholders for the purpose of passing a special resolution may be called by giving 21 days advance written notice of that meeting. For any other general meeting of our shareholders, 14 days advance written notice is required.

Our Articles provide that if at a meeting convened upon request by our shareholders a quorum is not present within one half hour after the time selected for the meeting, such meeting shall be dissolved. The necessary quorum is three members present in person or represented by proxy.

Voting Rights

The holders of our ordinary shares are generally entitled to vote at general meetings and on a show of hands have one vote per person and on a poll have one for every share held. The holders of our cumulative preference shares are not entitled to vote at a general meeting unless any preference dividend is in arrears for more than 6 months at the date on which the notice convening the general meeting is posted to the shareholders. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on resolutions regarding the disposal of all or substantially all of our assets or mineral rights. When entitled to vote, holders of our cumulative preference shares are entitled to one vote per person on a show of hands and that portion of the total votes which the aggregate amount of the nominal value of the shares held by the relevant shareholder bears to the aggregate amount of the nominal value of all shares issued by us.

Dividends

We may, in a general meeting or our directors may, from time to time, declare a dividend to be paid to the shareholders in proportion to the number of shares they each hold. No dividend shall be declared except out of our profits. Dividends may be declared either free or subject to the deduction of income tax or duty in respect of which we may be charged. Holders of ordinary shares are entitled to receive dividends as and when declared by the directors. Holders of cumulative preference shares are entitled to receive cumulative preferential dividends in priority to the holders of our ordinary shares equal to the prescribed portion of 3% of our future revenue generated by the exploitation or other application of the mineral rights represented by the Argonaut Project. All unclaimed dividends are forfeited back to us after a period of twelve years.

Ownership Limitations

There are no limitations imposed by our Articles or South African law on the rights of shareholders to hold or vote on our ordinary shares or securities convertible into our ordinary shares.

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If we are wound-up, then the assets remaining after payment of all of our debts and liabilities, including the costs of liquidation, shall be applied to repay to the shareholders the amount paid up on our issued capital and thereafter the balance shall be distributed to the shareholders in proportion to their respective shareholdings. On a winding up, our cumulative preference shares rank, in regard to all arrears of preference dividends, prior to the holders of ordinary shares. To date, no such dividends have been declared. Except for the preference dividend and as described in this paragraph our cumulative preference shares are not entitled to any other participation in the distribution of our surplus assets on winding-up.

Reduction of Capital

We may, by special resolution, reduce the share capital authorized by our Memorandum of Association, or reduce our issued share capital including, without limitation, any stated capital, capital redemption reserve fund and share premium account by making distributions and buying back our shares.

Amendment of the Articles of Association

Our Articles may only be altered by the passing of a special resolution. A special resolution is passed when the shareholders holding at least 25% of the total votes of all the members entitled to vote are present or represented by proxy at a meeting and, if the resolution was passed on a show of hands, at least 75% of those shareholders voted in favor of the resolution and, if a poll was demanded, at least 75% of the total votes to which those shareholders are entitled were cast in favor of the resolution.

Consent of the Holders of Cumulative Preference Shares

However, the rights and conditions attaching to the cumulative preference shares may not be cancelled, varied or added, nor may we issue shares ranking, regarding rights to dividends or on winding up, in priority to or equal with our cumulative preference shares, or dispose of all or part of our mineral rights without the consent in writing of the registered holders of our cumulative preference shares or the prior sanction of a resolution passed at a separate class meeting of the holders of our cumulative preference shares.

Distributions

Under an amendment to the Articles on October 21, 2002, we are authorized to make payments in cash or in specie to our shareholders in accordance with the provisions of the Act and other consents required by law from time to time. We may, for example, in a general meeting, upon recommendation of our directors, resolve that any surplus funds representing capital profits arising from the sale of any capital assets and not required for the payment of any fixed preferential dividend, be distributed among our ordinary shareholders. However, no such profit shall be distributed unless we have sufficient other assets to satisfy our liabilities and to cover our paid up share capital.

MATERIAL CONTRACTS

Below is a brief summary of material contracts entered into by us, other than in the ordinary course of business, during the last two years.

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Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines Pty. Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This agreement changes the repayment schedule of the $2,750,000 payable to Newmont Second Capital Corporation pursuant to the 1993 Purchase Agreement between the parties. Repayment of this amount began on August 31, 2001 and is repayable in eight (8) installments.

Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.

This addendum serves as the fourth addendum to the original WAL loan agreement dated February 21, 2000. This addendum extends the repayment date of the WAL loan to December 31, 2001 and increased the interest rate to the South African prime rate plus 1.5% beginning on August 1, 2001.

Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.

This addendum extends the repayment date to the date on which WAL repays its loan to Investec Bank Limited.

Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, Limited and Investec Bank Limited, dated October 9, 2001.

This agreement extended the repayment date of the WAL loan to March 31, 2002.

Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.

Under this agreement, all gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining. Rand Refinery Ltd then sells the gold for the London afternoon fixed price on the day the gold is sold. We pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees.

Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001.

This agreement provides for an A$4.3 million credit facility to Tolukuma for use in financing or re-financing Tolukuma's purchase of certain defined items of mining equipment.

Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH. KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating R190.1 million ($18 million) owed by CGR to us. The total amount of consideration for this sale was R105,531,000.

Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this agreement, the parties agreed that the IDC would not remain a shareholder in CGR, but would transfer its shares and claims held in CGR to KBH. Accordingly, IDC granted an option to

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KBH to purchase its shares and claims held by it in CGR subject to certain terms and conditions. KBH exercised this option in July 2002 and currently owns 60% of the entire issued share capital of and shareholders loans held in CGR. Crown now holds 40% of the issued share capital of CGR.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.

This addendum amends certain provisions of the Shareholders' Agreement between the parties, dated June 12, 2002, regarding the purchase from IDC of its interest in CGR by KBH.

Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Under this agreement, KBH subscribed for 4,794,889 ordinary shares of ours for a subscription price of R68 million ($6.4 million).

Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.

Under this agreement, we loaned KBH R5.3 million ($0.5 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. This loan has a term of five years from July 1, 2002 and is repayable on demand.

Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents a previously undocumented loan which we made to CGR. This loan was previously undocumented because it was an intercompany loan to a then wholly-owned subsidiary. The loan is for R0.9 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The Standard Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents a previously undocumented loan which we made to CGR. This loan was previously undocumented because it was an intercompany loan to a then wholly-owned subsidiary. The loan is for R37.7 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The Standard Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

This agreement documents three previously interest free loans from Crown to CGR totaling R190 million ($18 million). This loan was previously undocumented because it was an intercompany loan to a then wholly-owned subsidiary. The terms of these loans were amended by the shareholders' agreement we entered into with Crown, CGR, KBH and IDC. Under the terms of the share purchase agreement which we entered into with Crown, KBH and IDC, 57% of the principal amount of these loans was sold to IDC and 3% was sold to KBH. However, upon KBH exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The

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Standard Bank of South Africa on overdraft and the interest will be repayable in equal monthly payments over the period of the loan.

Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under this agreement IDC loans R65 million ($6.3 million) to Blyvoor specifically for financing capital expenditures incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank Limited of Southern Africa. The loan is repayable in 48 monthly installments.

Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.

Under this agreement we provided ERPM with a working capital facility of R10 million ($0.9 million). The loan bears interest at the prime rate on overdraft which is currently 17%. The loan is secured by a pledge of certain movable assets of ERPM.

Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.

Under this agreement we agree to provide certain management services to CGR for a management service fee of R.7 million ($0.1 million) per month.

Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.

Under this agreement we agreed to sell the West Wits gold plant and certain related assets for R25 million ($2.4 million) to process certain sand dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. The purchase price is to be paid in installments from September 30, 2002.

Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.

In this letter agreement, SCMB agrees to provide us with various direct and indirect banking facilities. These facilities include a general short term banking facility, business line of credit, liquidating credit line, performance guarantees and derivative products. The aggregate amount available under these facilities is R176.3 million ($17.0 million). The rate of interest varies between the various facilities.

Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.

Under this agreement, CGR purchased from the sellers the entire issued share capital and shareholders' claims of ERPM for a purchase price of R100 million ($9.5 million). As a result of this acquisition the pledge by KBH of its ERPM stock to us has lapsed.

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Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.

Under this agreement we loaned CGR R60 million in connection with the acquisition of ERPM by CGR. This loan bears interest at a rate of 18.4% and must be repaid within four months of our security interest becoming effective.

Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.

Under this agreement we agree to provide certain management services to ERPM for a management service fee of approximately R1.5 million ($0.1) per month.

Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under this agreement, CIBC World Markets Corp. agreed to purchase up to a principal amount of $66,000,000 of our 6% Senior Convertible Notes due 2006, or the Notes, in a private placement for a purchase price of up to $66,000,000.

Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

Under this agreement we have agreed to file with the Securities and Exchange Commission within 90 days after the date of the initial issuance of the Notes, and to use our reasonable best efforts to cause to become effective within 180 days after the date of the initial issuance of the Notes, a shelf registration statement with respect to the resale of the Notes and the resale of the ordinary shares underlying the ADSs issuable upon conversion of the Notes.

Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.

This Indenture contains the terms under which we issued a principal amount of $66,000,000 of 6% Senior Convertible Notes due 2006 in a private placement in November 2002.

Letter Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.

This agreement contains the terms under which we purchased 14% of Emperor Mines Limited for A$11.5 million ($7.8 million).

Confirmation, between Durban Roodepoort Deep, Limited, and Investec Bank (Mauritius) Limited, dated August 14, 2003.

Under this agreement we granted Investec an option to purchase up to 18 million of our ordinary shares.

Amendment to Confirmation, dated September 4, 2003, between Durban Roodepoort Deep and Investec Bank (Mauritius) Limited.

This agreement amends the terms of the Confirmation, increasing the number of ordinary shares covered by the option to 27 million.

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Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.

Under this agreement, we acquired two of OSL's wholly-owned subsidiaries, OMP and MRP. The transaction was affected though an amalgamation of OMP and MRP with our wholly-owned subsidiary Dome Resources (PNG) Limited. As a result of the amalgamation, OML is the surviving entity and is wholly-owned by our wholly-owned subsidiary DRD (Isle of Man) Limited. The final purchase price of the transaction was $73.0 million, which was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of our ordinary shares.

Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

This agreement removes the rights of all parties to the Deed of Amalgamation to claim that Completion, as that term is defined in the Deed of Amalgamation, has not occurred and to invoke certain rights under the Deed of Amalgamation relating to failure on the part of OSL and Orogen Minerals Limited to comply with certain document delivery requirements.

Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003.

Under this agreement, Orogen Minerals Limited assigns its rights to a loan owed to it by OMP, to DRD (Isle of Man).

Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under this agreement, DRD (Isle of Man) Limited agrees to pay up to the maximum stamp duty incurred in connection with the transaction contemplated by the Deed of Amalgamation. The maximum amount of this duty is $3.69 million. DRD (Isle of Man) Limited also agrees to pay any stamp duty top up, as calculated in the Deed of Amalgamation. All or a portion of these amounts may be refunded to DRD (Isle of Man) Limited.

Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.

Under this agreement, Dome Resources (PNG) Limited assigns its rights and obligations under a loan in the amount of PGK22,621,000 ($6,944,645) owed to it by Tolukuma to DRD (Isle of Man). In accepting such assignment, DRD (Isle of Man) agrees to assume the liabilities of a loan owed by Dome Resources (PNG) Limited to Dome in the amount of A$32,942,236 ($22,728,815), or the PNG Loan. Also, Dome assigns to DRD (Isle of Man) its rights under a loan in the amount of A$5,982,252 ($4,127,513) owed to it by Tolukuma less the amount owed to it by DRD (Isle of Man) under the PNG Loan.

Memorandum of Agreement made and entered between Durban Roodepoort Deep, Limited, West Witswatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited, dated June 6, 2003.

This agreement amends the payment terms for the remainder of the purchase price of the Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002. Mogale Gold (Proprietary) Limited was previously known as Bophelo Trading (Pty) Ltd. This agreement also includes Luipaards Vlei as a surety and co-principal debtor to MGL and also imposes the obligation to obtain certain authorizations on MGL and provides that MGL may use permits covering a portion of the West Wits Section without us abandoning them. Under this agreement, we determined the remainder of the selling price to be paid

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for the West Wits gold plant to be R8.3 ($1.1 million). This amount is to be paid within 4 years from the date of the agreement.

EXCHANGE CONTROLS

The following is a summary of the material South African exchange control measures, which has been derived from publicly available documents. The following summary is not a comprehensive description of all the exchange control regulations and does not cover exchange control consequences that depend upon your particular circumstances. We recommend that you consult your own advisor about the exchange control consequences in your particular situation. The discussion in this section is based on the current law and positions of the South African Government. Changes in the law may alter the exchange control provisions that apply to you, possibly on a retroactive basis. We have received approval from the South African Reserve Bank, or SARB.

Introduction

Dealings in foreign currency, the export of capital and/or revenue, payments by residents to non-residents and various other exchange control matters in South Africa are regulated by the South African exchange control regulations, or the Regulations. The South African exchange control regulations form part of the general monetary policy of South Africa. The Regulations are issued in terms of section 9 of the Currency and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and/or revenue reserves, as well as the accruals and spending thereof, is vested in the Treasury (Ministry of Finance), or the Treasury.

The Treasury has delegated the administration of exchange controls to the Exchange Control Department of SARB, which is responsible for the day to day administration and functioning of exchange controls. SARB has a wide discretion. Certain banks authorised by the Treasury to co-administer certain of the exchange controls, are authorised by the Treasury to deal in foreign exchange. Such dealings in foreign exchange by authorized dealers are undertaken in accordance with the provisions and requirements of the exchange control rulings, or Rulings, and contain certain administrative measures, as well as conditions and limits applicable to transactions in foreign exchange, which

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document may be undertaken by authorized dealers. Non-residents have been granted general approval, in terms of the Rulings, to deal in South African assets, to invest and disinvest in South Africa.

The Republic of South Africa's exchange control regulations provide for restrictions on exporting capital from a Common Monetary Area consisting of the Republic of South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area, on the other hand, are not subject to these exchange control regulations.

There are many inherent disadvantages to exchange controls including distortion of the price mechanism, problems encountered in the application of monetary policy, detrimental effects on inward foreign investment and administrative costs associated therewith. The South African Finance Minister has indicated that all remaining exchange controls are likely to be dismantled as soon as circumstances permit. Since 1996, there has been a gradual relaxation of exchange controls. The gradual approach to the abolition of exchange controls adopted by the Government of South Africa is designed to allow the economy to adjust more smoothly to the removal of controls that have been in place for a considerable period of time. The stated objective of the authorities is equality of treatment between residents and non-residents with respect to inflows and outflows of capital. The focus of regulation, subsequent to the abolition of exchange controls, is expected to favor the positive aspects of prudential financial supervision.

The present exchange control system in South Africa is used principally to control capital movements. South African companies are not permitted to maintain foreign bank accounts without SARB approval and, without the approval of SARB, are generally not permitted to export capital from

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South Africa or hold foreign currency. In addition, South African companies are required to obtain the approval of SARB prior to raising foreign funding on the strength of their South African balance sheets, which would permit recourse to South Africa in the event of defaults. Where 75% or more of a South African company's capital, voting power, power of control or earnings is directly or indirectly controlled by non-residents, such a corporation is designated an "affected person" by SARB, and certain restrictions are placed on its ability to obtain local financial assistance. We are not, and have never been, designated an "affected person" by SARB.

Foreign investment and outward loans by South African companies are also restricted. In addition, without the approval of SARB, South African companies 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. South African companies establishing subsidiaries, branches, offices or joint ventures abroad are generally required to submit financial statements on these operations to SARB on an annual basis. As a result, a South African company's ability to raise and deploy capital outside the Common Monetary Area is restricted.

Although exchange controls have been gradually relaxed since 1996, unlimited outward transfers of capital are not permitted at this stage. Some of the more salient changes to the South African exchange control provisions over the past few years have been as follows:

corporations wishing to invest in countries outside the Common Monetary Area, in addition to what is set out below, apply for permission to enter into corporate asset/share swap and share placement transactions to acquire foreign investments. The latter mechanism entails the placement of the locally quoted corporation's shares with long-term overseas holders who, in payment for the shares, provide the foreign currency abroad which the corporation then uses to acquire the target investment.

corporations wishing to establish new overseas ventures are permitted to transfer offshore up to R1,000 million to finance approved investments abroad and up to R2,000 million to finance approved new investments in African countries. However, the approval of SARB is required in advance. On application to SARB, corporations are also allowed to use part of their local cash holdings to finance up to 10% of approved new foreign investments where the cost of these investments exceeds the current limits. In addition, South African corporations may utilize part of their cash holdings in South Africa to repay up to 10% of outstanding foreign debt raised to finance foreign investments, provided the facility is for a minimum period of two

remittance of directors' fees payable to persons permanently resident outside the Common Monetary Area may be approved by authorized dealers, in terms of the Rulings.

Authorized dealers in foreign exchange may, against the production of suitable documentary evidence, provide forward cover to South African residents in respect of fixed and ascertained foreign exchange commitments covering the movement of goods. Persons who emigrate from South Africa are entitled to take limited amounts of money out of South Africa as a settling-in allowance. The balance of the emigrant's funds will be blocked and held under the control of an authorized dealer. These blocked funds may only be invested in:

blocked current, savings, interest bearing deposit accounts in the books of an authorized dealer in the banking sector;

securities quoted on the JSE and financial instruments listed on the Bond Exchange of South Africa which are deposited with an authorized dealer and not released except temporarily for switching purposes, without the approval of SARB. Authorized dealers must at all times be able to demonstrate that listed or quoted securities or financial instruments which are dematerialised or immobilized in a central securities depository are being held subject to the control of the authorized dealer concerned;

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mutual funds.

Aside from the investments referred to above, blocked Rands may only be utilized for very limited purposes. Dividends declared out of capital gains or out of income earned prior to emigration remain subject to the blocking procedure. It is not possible to predict when existing exchange controls will be abolished or whether they will be continued or modified by the South African Government in the future.

Sale of Shares

Under present Regulations, our ordinary shares and ADSs are freely transferable outside the Common Monetary Area between non- residents of the Common Monetary Area. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of shareholders who are not residents of the Common Monetary Area are freely remittable to such shareholders. Share certificates held by non-residents will be endorsed with the words "non-resident."

Dividends

Dividends declared in respect of shares held by a non-resident in a company whose shares are listed on the JSE are freely remittable.

Any cash dividends paid by us are expected to be paid in Rands. Holders of ADSs on the relevant record date will be entitled to receive any dividends payable in respect of the shares underlying the ADSs, subject to the terms of the deposit agreement. Subject to exceptions provided in the deposit agreement, cash dividends paid in Rand will be converted by the depositary to Dollars and paid by the depositary to holders of ADSs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The depositary will charge holders of ADSs, to the extent applicable, taxes and other governmental charges and specifies fees and other expenses.

Shareholders who are not residents of the CMA who are in receipt of scrip dividends and who elect to dispose of the relevant shares may remit the proceeds arising from the sale of the relevant shares.

Voting rights

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document There are no limitations imposed by South African law or by our Articles on the right of non-South African shareholders to hold or vote our ordinary shares.

TAXATION

Material Income Tax Consequences

This is a discussion of the material income tax considerations under South African and United States tax law. No representation with respect to the consequences to any particular purchaser of our securities is made hereby. Prospective purchasers are urged to consult their own tax advisers with respect to their particular circumstances and the effect of national, state or local tax laws to which they may be subject.

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South Africa

South Africa imposes tax on worldwide income of South African residents. Generally South African non-residents do not pay tax in South Africa except in the following circumstances:

Income Tax

Non-residents will pay income tax on any amounts received by or accrued to them from a source within (or deemed to be within) South Africa. Interest earned by a non-resident on a debt instrument issued by a South African company will be regarded as being derived from a South African source but will be regarded as exempt from taxation in terms of section 10(1)(hA) of the Income Tax Act, 1962 (as amended), or the Act. This exemption does not apply if:

the non-resident has been a resident of South Africa at any time and carried on a business in South Africa;

the non-resident was a resident of the CMA, in other words, Lesotho, Namibia and Swaziland, and in such an event the non- resident shall be deemed to be a resident of South Africa;

the interest is effectively connected with a business carried on by the non-resident in South Africa;

the recipient of the interest is a natural person, unless he was absent from South Africa for at least 183 days in aggregate during the year of assessment in which the interest was received or accrued.

No withholding tax is deductible in respect of interest payments made to non resident investors.

No income tax is payable on dividends paid to residents or non-residents, in terms of Section 10(1)(k) of the Act except in respect of foreign dividends received by or accrued to residents of South Africa. Accordingly, there is no withholding tax on dividends received by or accrued to non-resident shareholders of companies listed in South Africa and non-residents will receive the same dividend as South African resident shareholders. Prior to payment of the dividend, the company pays secondary tax on companies at a rate of 12.5% of the excess of dividends declared over dividends received in a dividend cycle but the full amount of the dividend declared is paid to shareholders.

Capital Gains Tax

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Non-residents are generally not subject to capital gains tax, or CGT, in South Africa. They will only be subject to CGT on gains arising from the disposal of capital assets if the assets disposed of consist of:

immovable property owned by the non-residents situated in South Africa, or any interest or right in or to immovable property. A non-resident will have an interest in immovable property if it has a direct or indirect shareholding of at least 20% in a company, where 80% or more of the net assets of that company (determined on a market value basis) are attributable directly or indirectly to immovable property; or

any asset of a permanent establishment of a non resident in South Africa through which a trade is carried on.

If the non-residents are not subject to CGT because the assets disposed of do not fall within the categories described above, it follows that they will also not be able to claim the capital losses arising from the disposal of the assets.

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United States

Certain United States Federal Income Tax Consequences

The following is a discussion of certain U.S. federal income tax consequences to U.S. holders (as defined below) of the purchase, ownership and disposition of ordinary shares or ADSs. It deals only with U.S. holders who hold ordinary shares or ADSs as capital assets for U.S. federal income tax purposes. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), published rulings, judicial decisions and the Treasury regulations, all as currently in effect and all of which are subject to change, possibly on a retroactive basis. This discussion has no binding effect or official status of any kind; we cannot assure holders that the conclusions reached below would be sustained by a court if challenged by the Internal Revenue Service.

This discussion does not address all aspects of U.S. federal income taxation that may be applicable to holders in light of their particular circumstances and does not address special classes of U.S. holders subject to special treatment (such as dealers in securities or currencies, partnerships or other pass-through entities, financial institutions, life insurance companies, banks, tax-exempt organizations, certain expatriates or former long-term residents of the United States, persons holding ordinary shares or ADSs as part of a "hedge," "conversion transaction," "synthetic security," "straddle," "constructive sale" or other integrated investment, persons whose functional currency in not the U.S. dollar, or persons that actually or constructively own ten percent or more of our voting stock). This discussion addresses only U.S. federal income tax consequences and does not address the effect of any state, local, or foreign tax laws that may apply, or the alternative minimum tax.

A "U.S. holder" is a holder of ordinary shares or ADSs that is, for U.S. federal income tax purposes,

a citizen or resident of the U.S.;

a corporation that is organized under the laws of the U.S. or any political subdivision thereof;

an estate, the income of which is subject to U.S. federal income tax without regard to its source; or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or if the trust has made a valid election to be treated as a U.S. person.

If a partnership holds any ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding any notes, ordinary shares or ADSs are urged to consult their tax advisors.

Because individual circumstances may differ, U.S. holders of ordinary shares or ADSs are urged to consult their own tax advisors concerning the U.S. federal income tax consequences applicable to their particular situations as well as any consequences to them arising under the tax laws of any foreign, state or local taxing jurisdiction.

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Ownership of Ordinary Shares or ADSs

For purposes of the Code, U.S. holders of ADSs will be treated for U.S. federal income tax purposes as the owner of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to U.S. federal income tax.

For U.S. federal income tax purposes, distributions with respect to the ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that are treated as exchanges, will be taxed to U.S. holders as ordinary dividend income to the extent that the distributions do not exceed our current and accumulated earnings and profits. For U.S. federal income tax purposes, the amount of any distribution received by a U.S. holder will equal the Dollar value of the sum of the South African Rand payments made (including the amount of South African income taxes, if any, withheld with respect to such payments), determined at the "spot rate" on the date the dividend distribution is includable in such U.S. holder's income, regardless of whether the payment is in fact converted into Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a U.S. holder includes the dividend payment in income to the date such holder converts the payment into Dollars will be treated as ordinary income or loss. Distributions, if any, in excess of our current and accumulated earnings and profits will constitute a non-taxable return of capital and will be applied against and reduce the holder's basis in the ordinary shares or ADSs. To the extent that these distributions exceed the U.S. holder's tax basis in the ordinary shares or ADSs, as applicable, the excess generally will be treated as capital gain, subject to the discussion below under the heading "Passive Foreign Investment Company." We do not intend to calculate our earnings or profits for U.S. federal income tax purposes.

Under the recently enacted Jobs and Growth Tax Relief Reconciliation Act of 2003, the maximum U.S. federal income tax rate on dividends paid to individuals through 2008 is reduced to 15%. This reduced rate generally would apply to dividends paid by us if, at the time such dividends are paid, either (i) we are eligible for benefits under a qualifying income tax treaty with the U.S. or (ii) our ordinary shares or ADSs with respect to which such dividends were paid are readily tradable on an established securities market in the U.S. However, this reduced rate is subject to certain important requirements and exceptions, including, without limitation, certain holding period requirements and an exception applicable if we are treated as a passive foreign investment company as discussed under the heading "Passive Foreign Investment Company." U.S. holders are urged to consult their own tax advisors regarding the U.S. federal income tax rate that will be applicable to their receipt of any dividends paid with respect to the ordinary shares and ADSs.

For purposes of this discussion, the "spot rate" generally means a rate that reflects a fair market rate of exchange available to the public for currency under a "spot contract" in a free market and involving representative amounts. A "spot contract" is a contract to buy or sell a currency on or before two business days following the date of the execution of the contract. If such a spot rate cannot be demonstrated, the Internal Revenue Service has the authority to determine the spot rate.

Dividend income derived with respect to the ordinary shares or ADSs will constitute "portfolio income" for purposes of the limitation on the use of passive activity losses and, therefore, generally may not be offset by passive activity losses, and as "investment income" for purposes of the limitation on the deduction of investment interest expense. Such dividends will not be eligible for the dividends received

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document deduction generally allowed to a U.S. corporation under Section 243 of the Code. Dividend income will be treated as foreign source income for foreign tax credit and other purposes. In computing the separate foreign tax credit limitations, dividend income should generally constitute "passive income," or in the case of certain U.S. holders, "financial services income."

As discussed under "TaxationSouth Africa" above, South Africa currently does not impose any withholding tax on distributions with respect to the ordinary shares or ADSs. Should South Africa decide in the future to impose a withholding tax on such distributions, the tax treaty between the

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United States and South Africa would limit the rate of this tax to 5 percent of the gross amount of the distributions if a U.S. holder holds directly at least 10 percent of our voting stock and to 15 percent of the gross amount of the distributions in all other cases. In addition, if South Africa decided in the future to impose a withholding tax on distributions with respect to the ordinary shares or ADSs, a determination would need to be made at such time as to whether any South African income taxes withheld would be treated as foreign income taxes eligible for credit against such U.S. holder's U.S. federal income tax liability, subject to limitations and conditions generally applicable under the Code. Any such taxes may be eligible at the election of such U.S. holder, for deduction in computing such U.S. holder's taxable income. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions is complex and involves the application of rules that depend on a U.S. holder's particular circumstances. U.S. holders are urged to consult their own tax advisors regarding the availability to them of foreign tax credits or deductions in respect of South African income taxes, if any, withheld.

Disposition of Ordinary Shares or ADSs

Upon a sale, exchange, or other taxable disposition of ordinary shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized on the sale or exchange and such holder's adjusted tax basis in the ordinary shares or ADSs. Subject to the application of the "passive foreign investment company" rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ordinary shares or ADSs for more than one year. The deductibility of capital losses is subject to limitations. Gain or loss recognized by a U.S. holder on the taxable disposition of ordinary shares or ADSs generally will be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes.

In the case of a cash basis U.S. holder who receives Rand in connection with the taxable disposition of ordinary shares or ADSs, the amount realized will be based on the spot rate as determined on the settlement date of such exchange. A U.S. holder who receives payment in Rand and converts Rand into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.

An accrual basis U.S. holder may elect the same treatment required of cash basis taxpayers with respect to a taxable disposition of ordinary shares or ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service. In the event that an accrual basis holder does not elect to be treated as a cash basis taxpayer, such U.S. holder may have a foreign currency gain or loss for U.S. federal income tax purposes because of the differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss will be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by such U.S. holder on the disposition of such ordinary shares or ADSs.

Passive Foreign Investment Company

A special and adverse set of U.S. federal income tax rules apply to a U.S. holder that holds stock in a passive foreign investment company ("PFIC"). We would be a PFIC for U.S. federal income tax purposes if for any taxable year either (i) 75% or more of our gross income, including our pro rata share of the gross income of any company in which we are considered to own 25% or more of the shares by value, were passive income or (ii) 50% or more of our average total assets (by value), including our pro rata share of the assets of any

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document company in which we are considered to own 25% or more of the shares by value, were assets that produced or were held for the production of passive income. If we were a PFIC, U.S. holders of the ordinary shares or ADSs would be subject to special

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rules with respect to (i) any gain recognized upon the disposition of the ordinary shares or ADSs and (ii) any receipt of an excess distribution (generally, any distributions to a U.S. holder during a single taxable year that is greater than 125% of the average amount of distributions received by such U.S. holder during the three preceding taxable years in respect of the ordinary shares or ADSs or, if shorter, such U.S. holder's holding period for the ordinary shares or ADSs). Under these rules:

the gain or excess distribution will be allocated ratably over a U.S. holder's holding period for the ordinary shares or ADSs, as applicable;

the amount allocated to the taxable year in which a U.S. holder realizes the gain or excess distribution will be taxed as ordinary income;

the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year; and

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

Although we generally will be treated as a PFIC as to any U.S. holder if we are a PFIC for any year during a U.S. holder's holding period, if we cease to satisfy the requirements for PFIC classification, the U.S. holder may avoid PFIC classification for subsequent years if such holder elects to recognize gain based on the unrealized appreciation in the ordinary shares or ADSs through the close of the tax year in which we cease to be a PFIC. Additionally, if we are a PFIC, a U.S. holder who acquires ordinary shares or ADSs from a decedent would be denied the normally available step-up in tax basis for such notes, ordinary shares or ADSs to fair market value at the date of death and instead would have a tax basis equal to the lower of the fair market value or the decedent's tax basis.

A U.S. holder who beneficially owns stock in a PFIC must file Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with the Internal Revenue Service for each tax year such holder holds stock in a PFIC. This form describes any distributions received with respect to such stock and any gain realized upon the disposition of such stock.

A U.S. holder of the ordinary shares or ADSs that are treated as "marketable stock" under the PFIC rules may be able to avoid the imposition of the special tax and interest charge described above by making a mark-to-market election. Pursuant to this election, the U.S. holder would include in ordinary income or loss for each taxable year an amount equal to the difference as of the close of the taxable year between the fair market value of the ordinary shares or ADSs and the U.S. holder's adjusted tax basis in such ordinary shares or ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years. If a mark-to-market election with respect to ordinary shares or ADSs is in effect on the date of a U.S. holder's death, the tax basis of the ordinary shares or ADSs in the hands of a U.S. holder who acquired them from a decedent will be the lesser of the decedent's tax basis or the fair market value of the ordinary shares or ADSs. U.S. holders desiring to make the mark-to-market election are urged to consult their tax advisors with respect to the application and effect of making the election for the ordinary shares or ADSs.

In the case of a U.S. holder who holds ordinary shares or ADSs and who does not make a mark-to-market election, the special tax and interest charge described above will not apply if such holder makes an election to treat us as a "qualified electing fund" in the first taxable year in which such holder owns the ordinary shares or ADSs and if we comply with certain reporting requirements. However, we do not intend to

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document supply U.S. holders with the information needed to report income and gain pursuant to a "qualified electing fund" election in the event that we are classified as a PFIC.

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We believe that we were not a PFIC for our 2003 fiscal year ended June 30, 2003. However, the tests for determining whether we would be a PFIC for any taxable year are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to this determination. In addition, certain factors in the PFIC determination, such as reductions in the market value of our capital stock, are not within our control and can cause us to become a PFIC. Accordingly, there can be no assurance that we will not become a PFIC.

Rules relating to a PFIC are very complex. U.S. holders are urged to consult their own tax advisors regarding the application of PFIC rules to their investments in our ordinary shares or ADSs.

Information Reporting and Backup Withholding

Payments made in the United States or through certain U.S.-related financial intermediaries of dividends or the proceeds of the sale or other disposition of our ordinary shares or ADSs may be subject to information reporting and U.S. federal backup withholding if the recipient of such payment is not an "exempt recipient" and fails to supply certain identifying information, such as an accurate taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. The backup withholding tax rate is currently 28%. For payments made after 2010, the backup withholding rate will be increased to 31%. Payments made with respect to our ordinary shares or ADSs to a U.S. holder must be reported to the Internal Revenue Service, unless the U.S. holder is an exempt recipient or establishes an exemption. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is refundable or allowable as a credit against the holder's U.S. federal income tax, provided that the required information is furnished to the Internal Revenue Service.

U.S. Gift and Estate Tax

An individual U.S. holder of ordinary shares or ADSs will be subject to U.S. gift and estate taxes with respect to ordinary shares or ADSs in the same manner and to the same extent as with respect to other types of personal property.

DIVIDENDS AND PAYING AGENTS

Not applicable

STATEMENT BY EXPERTS

Not applicable

DOCUMENTS ON DISPLAY

You may request a copy of our U.S. Securities and Exchange Commission filings, at no cost, by writing or calling us at Durban Roodepoort Deep, Limited, P.O. Box 390, Maraisburg, Johannesburg, South Africa 1700. Attn: A. Townsend, Group Company Secretary. Tel No. 27-11-381-7800. A copy of each report submitted in accordance with applicable United States law is available for public review at our principal executive offices.

A copy of each document (or a translation thereof to the extent not in English) concerning us that is referred to in this Annual Report on Form 20-F, is available for public view at our principal executive offices at Durban Roodepoort Deep, Limited, 45 Empire Road, Parktown, Johannesburg, South Africa 2193.

SUBSIDIARIES

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

General

In the normal course of our operations, we are exposed to commodity price, currency, interest, liquidity and credit risks. Among other reasons, we entered into transactions which make use of derivative instruments to economically hedge certain exposures. These instruments include forward contracts, gold lease rate swaps and options. The decision to use these types of transactions is based on our hedging policy. Although most of these instruments are used as economic hedges, none of them qualify for hedge accounting and, consequently, are marked- to-market through statements of operations in accordance with our accounting policies. Currently, we have no positions that meet the criteria for the normal purchase/normal sale exemption under SFAS 133, Accounting for Derivative Instruments and Hedging Activities.

Commodity price risk

The market price of gold has a significant effect on our results of operations, our ability and the ability of our subsidiaries to pay dividends and undertake capital expenditures, and the market price of our ordinary shares and ADSs. Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which we have no control. The aggregate effect of these factors on the gold price is impossible for us to predict. The price of gold may not remain at a level allowing us to economically exploit our reserves. It is not our policy to hedge this commodity price risk.

Until May 2002, we used forward contracts, options and swaps to reduce our risk exposure to volatility in the gold price. The total gold production committed under our hedging program as of July 1, 2001 was 802,625 ounces over a three-year period. Consequently, our shareholders were exposed to opportunity loss as a result of an increase in the price of gold.

During fiscal 2000, our management reached the conclusion that our hedge book structure would make it difficult for us to accomplish our strategy of providing our investors with exposure to increase in the price of gold, as gains would be offset against potential losses on the forward contracts.

As a result of this decision in May 2002, we entered into equal and opposite positions of all outstanding derivatives (excluding the embedded "gold for electricity" contract) to effectively close them out and eliminate any existing commitment to sell our gold production. The loss that we realized on the existing positions was $72.8 million. The various counterparties, J.P. Morgan Chase Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under the restructuring immediately in cash, which amounted to approximately $38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period. Thus, these are treated as long-term loans. Of this amount, $6.6 million due to J.P. Morgan Chase Bank was secured by a general notarial covering bond and surety mortgage over the metallurgical plants of the Blyvoor, West Wits and Buffels Sections and was due to be repaid by June 2003. We repaid the full amount to J.P. Morgan Chase Bank on March 26, 2003 and obtained a release of these assets. During July 2003, J. Aron & Company was paid in full and during August 2003 UBS AG was paid in full.

Gold for Electricity Contract

In October 2000, we entered into a five year contract to buy electricity from Eskom. Under the terms of our agreement, we pay Eskom standard electricity tariff for all energy we consume, including the 75 GWh per month specified in the contract. In addition, every 12 month- period starting in October we adjust the amounts paid in that period in accordance with an established formula based on the gold price.

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The gold price adjustment is based on the notional amount of 15,000 ounces per month of gold multiplied by the difference between the contracted gold price, which is the price that was agreed on the date of the transaction for a determined period, and the arithmetic average of London PM fix for each business day in the calculation period.

This contract expires in September 2005.

We have concluded that (1) the contract in its entirety does not meet the definition of a derivative instrument and therefore it does not have to be carried on the balance sheet at fair value (2) the embedded gold for electricity forward contract possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (3) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument.

As discussed in note 13 to our financial statements, the fair value of the gold for electricity contract was negative $30.9 million as at June 30, 2003 (2002: negative $80.2 million). The fair value reflects the difference between the price that was agreed on the date of the transaction and the forward price on June 30, 2003. Therefore, the $30.9 million reflects the loss as at June 30, 2003 when the gold price was R2,585 per ounce against an average contract price of R2,182 per ounce. If the spot Rand-gold price is trading above the strike of the Gold- for-electricity swap, the instrument has a negative value and will result in us paying Eskom. Similarly if the spot Rand-gold price is trading below the strike of the Gold-for-electricity swap, Eskom would settle with us.

For the year ending June 30,

2004 2005 2006 Gold for Electricity Contract (by maturity) Ounces (notional) 180,000 180,000 45,000 Average price (R/ounce) 2,176.00 2,240.00 2,256.00

The above table reflects the number of ounces committed and the average contract price over the remaining period of the contract.

A forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until settlement date, which normally takes place at maturity date. In the case of the gold for electricity contract signed with Eskom, the gold-for-electricity swap has to be net cash settled.

We have entered into the following transactions which have been accounted for in the financial statements on a mark-to-market basis and which mature in the financial years indicated.

For the year ending June 30, 2004 Puts positions bought (by maturity) Ounces 14,000 Average price (R/ounce) 1,990.00

Put options bought refer to the right, but not the obligation, to sell a predetermined amount of gold at a predetermined price on a predetermined date. The fair value of these instruments as at June 30, 2003 was nil.

For the year ending June 30, 2004 Gold lease rate swaps (by maturity) Volume (ounces) 109,875 Rate 0.20%

A gold lease rate swap is a contract whereby we and a counterparty select a notional amount of gold, and thereafter over the life of the contract one party pays a fixed lease rate based on that amount of gold and the other party pays a floating lease rate based on the same amount of gold.

We have exposure to increases in the three-month lease rate up to June 2004. The volume the swap is based on begins at 300,000 ounces and decreases every quarter by 37,500 ounces until it reaches zero (by June 2004). Every quarter we receive a fixed cash flow equal to 0.2% per annum of the volume and $280/oz, and pay the three-month floating lease rate converted at the then market spot rate. The fair value of the gold lease rate swaps as at June 30, 2003 was negative $0.2 million (2002: negative $0.4 million).

For the year ending June 30,

2004 2005 2006 Call position bought (by maturity) Volume (ounces) 95,785 45,060 11,265 Average price (R/ounce) 3,059 2,240 2,265

During the financial year we bought call options as a risk management tool to protect the maximum exposure on the gold for electricity contract. A total of 272,110 ounces of positions were purchased for $14.9 million. These contracts expire by September 2005.

As discussed in note 13 to our financial statements, the fair value of the call positions was positive $6.6 million as at June 30, 2003.

Interest rate swap agreement

An interest rate swap agreement was entered into to minimize the exposure to changes in interest rates with regard to the coupon payable on the convertible loan notes (refer to note 15 of the financial statements). The fixed coupon rate (in US Dollars) was swapped for a floating South African interest rate, calculated at the Johannesburg Interbank Offer Rate, or JIBAR, + 0.2% per annum.

As discussed in note 13 to our financial statements, the fair value of the interest rate swap agreement was negative $1.8 million as at June 30, 2003.

Concentration of credit risk

Our financial instruments do not represent a concentration of credit risk, because we deal with a variety of major banks and financial institutions located in South Africa and Australia, after evaluating the credit ratings of the representative financial institutions. Furthermore, our debtors and loans are regularly monitored and assessed for recoverability. Where it is appropriate to raise a provision, an adequate level of provision is maintained.

In addition, our South African operations all deliver their gold to Rand Refinery Limited which refines the gold to saleable purity levels and then sells the gold, on our behalf, on the bullion market. The gold is sold by Rand Refinery on the same day as it is delivered and settlement is made within two days. Once the gold has been assayed by Rand Refinery, the risks and rewards of ownership have passed.

The Australasian operations deliver their gold to one customer, N.M. Rothschild and receive proceeds within two days. The concentration of credit risk in Australia is mitigated by the reputable nature of the customer and the settlement of the proceeds within a week.

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Foreign currency risk

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations it is the Papua New Guinea Kina. Although gold is sold in Dollars, we are obliged to convert this into Rands for our South African operations in terms of SARB regulations. We are thus exposed to fluctuations in the Dollar/Rand exchange rate. We conduct our operations in South Africa and Papua New Guinea. Currently, foreign exchange fluctuations affect the cash flow that we will realize from our operations as gold is sold in Dollars while production costs are incurred primarily in Rands and Papua New Guinean Kina. Our results are positively affected when the Dollar strengthens against these foreign currencies and adversely affected when the Dollar weakens against these foreign currencies. Our cash and cash equivalent balances are held in Dollars, Rands and Papua New Guinean Kina; holdings denominated in other currencies are relatively insignificant. Certain of our financial liabilities are denominated in a currency than the Rand. We are thus exposed to fluctuations in the Rand exchange rate with the relevant currency.

We have not entered into any foreign exchange hedging contracts to attempt to mitigate our foreign currency risk.

Interest rates and liquidity risk

Fluctuations in interest rates impact on the value of short term cash investments and financing activities, giving rise to interest rate risks.

In the ordinary course of business, we receive cash from our operations and are required to fund working capital and capital expenditure requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimizing risks. Funding deficits for our mining operations have been financed through the issue of additional shares and external borrowings. Lower interest rates result in lower returns on investments and deposits and also may have the effect of making it less expensive to borrow funds at then current rates. Conversely, higher interest rates result in higher interest payments on loans and overdrafts.

Long Term Debt

Set out below is an analysis of our debt (in $'000's) as at June 30, 2003, analyzed between fixed and variable interest rates and classified by currency.

$ A$ R Total Interest rate Variable Rate 1,638 5,824 7,462 Weighted Average Interest Rate 17% 14.5% 0% Rate 11,197 1,479 12,676 Fixed Rate 61,422 657 62,079 Weighted Average Interest Rate 6% 9% Total 72,619 2,295 7,303 82,217 Repayment period 2004 15,157 1,611 2,300 19,068 2005 3,960 684 2,577 7,221 2006 3,960 2,152 6,112 2007 49,542 274 49,816 Total 72,619 2,295 7,303 82,217

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Set out below is an analysis of our Contractual Obligations (in $'000) as at June 30, 2003, analyzed by the payments due by period:

Payments due by period

Less than After 4 Contractual Obligations Total 1 - 3 years 1 year years

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Long term debt 82,217 19,068 63,149 Gold for Electricity Contract(1) 30,902 13,734 17,168 Total Contractual Cash Obligations 113,119 32,802 80,317 (1) This amount represents the fair value at June 30, 2003 of our obligation under the gold-for-electricity contract.

Fair Values of Financial Instruments

The fair value of a financial instrument is defined as the amount for which the instrument could be exchanged in an arm's length transaction between willing parties, other than in a forced or liquidation sale.

The carrying amounts of cash and cash equivalents, short term investments, receivables, accounts payable and accrued liabilities and short term borrowings approximate their fair values, due to the short term maturities of these assets and liabilities.

The fair value of our unlisted investments is not directly available from market quotations, but our directors have performed a valuation of these investments to ensure that no significant decline, other than temporary, in their value has occurred. Thus, their carrying value approximates their fair value.

The investment in Environmental Trust Funds which are funded annually by us for the rehabilitation of our mines as operations at each of them cease. These funds are deposited with deposit taking institutions and comprise primarily interest bearing securities and, accordingly, their carrying value approximates their fair value.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART III

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material defaults with respect to any indebtedness of ours.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this Annual Report, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that the material financial and non-financial information required to be disclosed in Form 20-F and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported timely. The evaluation was performed with the

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participation of our key corporate senior management and under the supervision of our Executive Chairman, M.M. Wellesley-Wood and our Chief Executive Officer and Chief Financial Officer, Ian Murray. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document benefit relationship of possible controls and procedures. Based on the foregoing, our management, including Messrs. Wellesley-Wood and Murray, concluded that our disclosure controls and procedures were effective. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Therefore, no corrective actions were taken.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

ITEM 16B. CODE OF ETHICS

Not applicable.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

PART IV

ITEM 17. FINANCIAL STATEMENTS

Not applicable

ITEM 18. FINANCIAL STATEMENTS

The following financial statements and related auditor's report are filed as part of this Annual Report.

Page Report of the independent auditors F-1

Report of Deloitte & Touche F-2

Consolidated statements of operation for the years ended June 30, 2003, 2002 and 2001. F-3

Consolidated balance sheets as of June 30, 2003 and 2002. F-4

Consolidated statement of stockholders' equity for the years ended June 30, 2003, 2002 and 2001. F-5 to F-7

Consolidated statements of cash flows for the years ended June 30, 2003, 2002 and 2001. F-8

Notes to the consolidated financial statements. F-9 to F-64

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ITEM 19. EXHIBITS

1.1* Memorandum of Association of Durban Roodepoort Deep, Limited.

Articles of Association of Durban Roodepoort Deep, Limited, as amended on November 8, 1.2 2002.

1.3* Excerpts of relevant provisions of the South African Companies Act.

1.4** Durban Roodepoort Deep (1996) Share Option Scheme as amended.

2.1* Excerpts of relevant provisions of the Johannesburg Stock Exchange Listings Requirements.

Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New 2.2 York, as Trustee, dated November 12, 2002.

Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets 2.3 Corp., dated November 4, 2002.

Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World 2.4 Markets Corp., dated November 4, 2002.

Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of 2.5 $61,500,000 issued pursuant to Rule 144A of the Securities Act of 1933, as amended.

Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of 2.6 $4,500,000 issued pursuant to Regulation S under the Securities Act of 1933, as amended.

Tribute Agreement, dated October 9, 1992 between Durban Roodepoort Deep, Limited and 4.1* Rand Leases.

Service Agreement, dated July 27, 1995, between Durban Roodepoort Deep, Limited and 4.2* Randgold.

Agreement, dated September 28, 1995, among First Wesgold Mining (Proprietary) Limited, 4.3* Durban Roodepoort Deep, Limited and Rand Leases in respect of purchase of assets of First Wesgold by Rand Leases.

Pumping Assistance, dated October 14, 1997, for the 1997/1998 fiscal year from the Minister 4.4** of Mineral and Energy AffairsRepublic of South Africa to Durban Roodepoort Deep, Limited.

Deposit Agreement among Durban Roodepoort Deep, Limited, The Bank of New York as Depositary, and owners and holders of American Depositary Receipts, dated as of August 12, 4.5*** 1996, as amended and restated as of October 2, 1996, as further amended and restated as of August 11, 1998.

Security Agreement, dated November 5, 1998, between The Chase Manhattan Bank, Durban 4.6**** Roodepoort Deep, Limited, Blyvoor, Buffels and West Wits.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Loan Agreement, dated June 8, 1999, between Industrial Development Corporation of South 4.7**** Africa Limited, Crown and Durban Roodepoort Deep, Limited.

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Lender Substitution Deed, dated August 18, 1999, between Durban Roodepoort Deep, Limited, DRD Australasia, NM Rothschild & Sons (Singapore) Limited, NM Rothschild & 4.8**** Sons (Australia) Limited, as agent in its own capacity, and Rothschild Nominees (Pty) Limited.

A $10m Facility Agreement, dated September 10, 1999, between Durban Roodepoort Deep, 4.9**** Limited, DRD Australasia and NM Rothschild & Sons (Australia) Limited.

Facility Agreement, dated August 9, 1996, between PT Barisan Tropical Mining, Rothschild 4.10**** Australia Limited and the Participants.

Deposit Agreement, dated September 30, 1999, between Buffels and BOE Merchant Bank, a 4.11**** division of BOE Bank Limited.

Undertaking and Security Agreement, dated November 17, 1999, between BOE Bank 4.12**** Limited, through its division BOE Merchant Bank, and Buffels.

Guarantee and Indemnity Agreement, dated November 17, 1999, between Durban 4.13**** Roodepoort Deep, Limited, Blyvoor, Argonaut Financial Services (Proprietary) Limited, West Wits, Crown and BOE Bank Limited, through its division BOE Merchant Bank.

Loan Security Agreement, dated November 17, 1999, between FBCF Equipment Finance 4.14**** (Proprietary) Limited and Buffels.

Sale of Business Agreement in respect of Harties, dated August 16, 1999, between Avgold 4.15**** Limited, Buffels and Durban Roodepoort Deep, Limited.

4.16**** Form of Restraint Agreement.

Sale of Shares Agreement, dated September 29, 1997, between RMP Properties Limited, 4.17**** Randgold, Crown, City Deep Limited, Consolidated Main Reef Mines and Estate Limited, Crown Mines Limited, RMP Properties SA Limited and Industrial Zone Limited.

4.18***** Form of Non-Executive Employment Agreement.

4.19***** Form of Executive Employment Agreement.

Share Sale Option Agreement, dated March 12, 1993, between Newmont Proprietary 4.20***** Limited, Ballimore No. 56 Proprietary Limited, Clayfield Proprietary Limited and Dome Resources N.L.

4.21***** Convertible Loan Agreement, dated November 19, 1997, between Tolukuma Gold Mines

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Proprietary Limited, Dome Resources N.L. and Mineral Resources Development Company Proprietary Limited.

First Deed of Variation of Loan Agreement, between Mineral Resources Development 4.22***** Company Pty Limited, Dome Resources N.L. and Tolukuma Gold Mines Pty Limited.

Agreement, dated February 21, 2000, between Durban Roodepoort Deep, Limited and 4.23***** Western Areas Limited.

Independent Auditor's Report from PricewaterhouseCoopers to the Board of Directors and 4.24***** Shareholders of Crown Consolidated Gold Recoveries Limited, dated August 28, 2000.

Shareholders' Agreement, dated September 29, 2000, between Durban Roodepoort Deep, 4.25***** Limited, Fraser Alexander Tailings (Proprietary) Limited and Mine Waste Solutions (Proprietary) Limited.

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First Addendum to the Agreement, dated November 15, 2000, between Durban Roodepoort 4.26***** Deep, Limited and Western Areas Limited.

Second Addendum to the Agreement, dated December 21, 2000, between Durban 4.27***** Roodepoort Deep, Limited and Western Areas Limited.

Agreement between Durban Roodepoort Deep, Limited, Western Areas, Limited, 4.28 Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001.

Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas 4.29 Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.

Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas 4.30 Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.

Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, 4.31 Limited and Investec Bank Limited, dated October 9, 2001.

Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, 4.32 Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001.

Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, 4.33 Tolukuma Gold Mines (Pty.) Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.

Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines 4.34 Limited, dated November 8, 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome 4.35 Resources N.L., dated November 1, 2000.

Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated 4.36 October 12, 2001.

Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The 4.37 Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, 4.38 Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.

Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold 4.39 Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.

Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban 4.40 Roodepoort Deep, Limited, dated June 12, 2002.

Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings 4.41 (Pty) Ltd, dated June 12, 2002.

140

Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep and Crown Gold 4.42 Recoveries (Pty) Ltd, dated June 12, 2002.

Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and 4.43 Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd 4.44 and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

Loan Agreement between Industrial Development Corporation of South Africa Ltd. and 4.45 Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.

Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand 4.46 Proprietary Mines Ltd, dated September 18, 2002.

Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo 4.47 Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.

Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines 4.48 Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of 4.49 South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.

Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, 4.50 Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.

Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown 4.51 Gold Recoveries (Pty) Ltd, dated October 10, 2002.

Letter Agreement Relating to Consultancy Arrangement between Durban Roodepoort Deep, 4.52 Limited and Nicolas Goodwin.

Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand 4.53 Proprietary Mines Ltd, dated October 10, 2002.

Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) 4.54 Limited and Kola Ventures Limited, dated December 13, 2002.

Confirmation, dated August 14, 2003, between Durban Roodepoort Deep, Limited and 4.55 Investec Bank (Mauritius) Limited.

Amendment to Confirmation, dated September 4, 2003, between Durban Roodepoort Deep, 4.56 Limited and Investec Bank (Mauritius) Limited.

Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) 4.57# Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.

Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 4.58# 2003.

Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and 4.59# Orogen Minerals (Porgera) Limited, dated October 14, 2003.

Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated 4.60# October 14, 2003.

141

Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources 4.61# Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.

4.62# Memorandum of Agreement made and entered into between Durban Roodepoort Deep,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Limited, West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003.

8.1# List of Subsidiaries.

12.1# Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2# Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1# Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2# Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14.1# Consent of KPMG Inc.

14.2# Consent of Deloitte & Touche. * Incorporated by reference to our Registration Statement (File No. 0-28800) on Form 20-F.

** Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1997.

*** Incorporated by reference to our Registration Statement (File No. 333-9242) on Form F-6.

**** Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1999.

*****Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2000.

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2001.

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2002.

Incorporated by reference to Amendment No. 4 our Annual Report on Form 20-F for the fiscal year ended June 30, 2002.

# Filed herewith.

142

DURBAN ROODEPOORT DEEP, LIMITED Report of the Independent Auditors to the Board of Directors and Stockholders of Durban Roodepoort Deep, Limited

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have audited the accompanying consolidated balance sheet of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2003 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended June 30, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Durban Roodepoort Deep, Limited and its subsidiaries at June 30, 2003, and the results of their operations and their cash flows for the year ended June 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 in the consolidated financial statements, Durban Roodepoort Deep, Limited and its subsidiaries adopted SFAS 143, "Accounting for Asset Retirement Obligations" with effect from July 1, 2002.

KPMG Inc. Registered Accountants and Auditors Chartered Accountants (SA)

Johannesburg, Republic of South Africa December 29, 2003

/s/ I. KRAMER /s/ C.A.T. SMIT I. Kramer C.A.T. Smit Director Director

F-1

DURBAN ROODEPOORT DEEP, LIMITED Report of the Independent Auditors to the Board of Directors and Stockholders of Durban Roodepoort Deep, Limited

We have audited the accompanying consolidated balance sheets of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2002, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended June 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits (which includes the conversion to generally accepted accounting principles in the United States) provide a reasonable basis for our opinion.

In our opinion, based on our audits the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Durban Roodepoort Deep, Limited at June 30, 2002, and the consolidated results of its operations and its

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cash flows for each of the two years in the period ended June 30, 2002, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE

Deloitte & Touche Registered Accountants and Auditors Chartered Accountants (SA)

Johannesburg, Republic of South Africa September 29, 2003

F-2

Durban Roodepoort Deep, Limited

Consolidated Statements of Operation for the years ended June 30

2003 2002 2001 Notes $'000 $'000 $'000 REVENUES Product sales 265,944 303,858 291,325

COSTS AND EXPENSES 242,626 217,571 244,674

Production costs 239,961 218,056 247,098 Movement in gold in process 1,251 289 15 Movement in rehabilitation provision 1,414 (774) (2,439)

OTHER OPERATING EXPENSES Depreciation and amortization 10,602 13,933 14,984 Employment termination costs 1,501 388 2,953 Impairment of mining assets 5 2,167 2,752 Management and consulting fees 1,650 1,888 Post retirement medical benefits 1,786 (Profit)/loss on derivative instruments (43,821) 147,153 15,406 Loss/(profit) on sale of other assets and listed investments (1,881) 606 (232) Profit on disposal of subsidiary 3 (5,302) (8,609) Write off of investments and loans 86 1,421

SELLING, ADMINISTRATION AND GENERAL CHARGES (including stock based compensation costs of $4,312,759) (2002: $2 503 271; and 2001: $2 933 625) and expenses paid through the issue of 10,828 13,254 30,896 shares of $Nil (2002: $Nil and 2001: $315 000))

NET OPERATING INCOME (LOSS) 49,741 (94,974) (12,920)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NON-OPERATING INCOME Interest and dividends 8,703 2,219 4,699 Unrealised foreign exchange gains 11,229 567 FINANCE COSTS Interest expense (6,909) (2,385) (5,573)

PROFIT/(LOSS) BEFORE TAX AND OTHER ITEMS 62,764 (94,573) (13,794) INCOME AND MINING TAX (EXPENSE)/BENEFIT 6 (41,765) 42,864 7,005 Equity in loss from associates and impairment of loans to associates 11 (9,452)

NET PROFIT/(LOSS) AFTER TAX 11,547 (51,709) (6,789) MINORITY INTERESTS 258

NET PROFIT/(LOSS) BEFORE CUMULATIVE EFFECT OF 11,547 (51,709) (6,531) ACCOUNTING CHANGE Cumulative effect of accounting change (net of income taxes of $Nil in 2 (173) (77,950) 2003 and Nil in 2001)

NET PROFIT/(LOSS) APPLICABLE TO COMMON 11,374 (51,709) (84,481) STOCKHOLDERS

BASIC PROFIT/ (LOSS) PER SHARE (CENTS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 6 (32) (5) POLICY CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (58) POLICY (CENTS)

BASIC PROFIT/(LOSS) PER SHARE (CENTS) 17 6 (32) (63)

DILUTED PROFIT/(LOSS) PER SHARE (CENTS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 4 (32) (5) POLICY CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (58) POLICY (CENTS)

DILUTED PROFIT/(LOSS) PER SHARE (CENTS) 17 4 (32) (63)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

Durban Roodepoort Deep, Limited

Consolidated Balance Sheets at June 30

Cash and cash equivalents 44,423 23,852 Derivative instruments 13 6,563 Receivables 7 21,844 12,213 Receivables owing by related parties 7 1,255 Inventories 8 7,912 8,357 Deferred income and mining tax 6 9,607 8,681

Mining Assets 9 83,257 72,184

Cost 219,969 182,700 Accumulated depreciation and amortization (136,712) (110,516)

Other Assets Investments in unlisted associates 11 Non-current related party receivables 7 706 Deferred income and mining tax 6 25,296 58,056 Non-current assets 10 27,555 13,963

Total Assets 228,418 197,306

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 89,185 87,414

Bank overdraft 3,897 532 Accounts payable and accrued liabilities 12 49,964 45,862 Derivative instruments 13 15,552 24,669 Short-term portion of long-term loans 15 19,068 15,965 Income and mining taxes payable (37) 386 Deferred income and mining tax 6 741

Long-term loans 15 63,149 25,368 Deferred income and mining tax 6 29,052 26,542 Derivative instruments 13 17,169 55,505 Provision for environmental rehabilitation 14 24,627 17,948

Stockholders' equity/(deficit) 5,236 (15,471) Authorised 300,000,000 (2002: 300,000,000) ordinary no par value shares and 5,000,000 (2002: 5,000,0000) cumulative preference shares Issued 184,222,073 (2002: 177,173,485) ordinary no par value shares and 5,000,000 (2002: 5,000,000) cumulative preference shares

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stated capital and share premium 16 360,351 351,537 Additional paid in capital 16 37,705 33,392 Cumulative preference shares 16 107 107 Accumulated loss (340,404) (351,778) Other comprehensive loss (52,523) (48,729)

Total Liabilities and Stockholders' equity 228,418 197,306

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

Durban Roodepoort Deep, Limited

Consolidated Statement of Stockholders' Equity/(Deficit)

For the year ended June 30, 2001

Stated capital Additional Other Total and paid-in comprehensive Stockholders' Number of Number of share Preferred Accumulated Comprehensive capital loss equity/(deficit) Common Preferred premium stock loss (loss) $'000 $'000 $'000 Shares Shares $'000 $'000 $'000 $'000 BALANCE JUNE 30, 2000 120,990,746 5,000,000 278,564 27,955 107 (215,588) (61,575) 29,463

Mark-to-market on listed 120 investments Foreign currency (61,695) translation adjustments

Acquisition of Dome 125,082 162 162 Resources NL Issue of shares for cash 19,320,000 14,771 14,771 Issue of shares for cash to 8,000,000 5,921 5,921 repay loan Exercise of employee stock 5,743,750 4,394 4,394 options Shares issued for services 350,000 315 315 rendered Net loss for the year (84,481) (84,481) (84,481)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stock based compensation 2,934 2,934 Share issue expenses (1,168) (1,168) Other comprehensive income, net of tax of nil Increase in mark-to-market 3,327 3,327 3,327 on listed investments Foreign currency 3,795 3,795 3,795 translation adjustments

BALANCE JUNE 30, 2001 154,529,578 5,000,000 302,959 30,889 107 (300,069) (54,453) (20,567) (77,359)

Analysis of other comprehensive loss Mark-to-market on listed 3,447 investments Foreign currency translation (57,900) adjustments

BALANCE JUNE 30, 2001 (54,453)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

Durban Roodepoort Deep, Limited

Consolidated Statement of Stockholders' Deficit

For the year ended June 30, 2002

Stated capital Additional Other Total and paid-in comprehensive Stockholders' Number of Number of share Preferred Accumulated Comprehensive capital loss equity/(deficit) Common Preferred premium stock loss loss $'000 $'000 $'000 Shares Shares $'000 $'000 $'000 $'000 BALANCE JUNE 30, 2001 154,529,578 5,000,000 302,959 30,889 107 (300,069) (54,453) (20,567)

Mark-to-market on listed 3,447 investments Foreign currency (57,900) translation adjustments

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exercise of employee stock 10,643,907 7,634 7,634 options Issue of shares for cash 12,000,000 43,503 43,503 Share issue expenses (2,559) (2,559) Net loss for the year (51,709) (51,709) (51,709) Stock based compensation 2,503 2,503 Other comprehensive income, net of tax of nil Reclassification adjustment for net gain included in net (2,683) (2,683) (2,683) income, net of tax of nil. Decrease in mark-to-market (719) (719) (719) on listed investments Foreign currency 9,126 9,126 9,126 translation adjustments

BALANCE JUNE 30, 2002 177,173,485 5,000,000 351,537 33,392 107 (351,778) (48,729) (15,471) (45,985)

Analysis of other comprehensive loss: Mark-to-market on listed 45 investments Foreign currency translation (48,774) adjustments

BALANCE JUNE 30, 2002 (48,729)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

Durban Roodepoort Deep, Limited

Consolidated Statement of Stockholders' Equity/(Deficit)

For the year ended June 30, 2003

Stated capital Additional Other Total and paid-in comprehensive Stockholders' Number of Number of share Preferred Accumulated Comprehensive capital loss cquity/(deficit) Common Preferred premium stock loss income $'000 $'000 $'000 Shares Shares $'000 $'000 $'000 $'000 BALANCE JUNE 30, 2002 177,173,485 5,000,000 351,537 33,392 107 (351,778) (48,729) (15,471)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Mark-to-market on listed 45 investments Foreign currency (48,774) translation adjustments

Exercise of employee stock 2,253,699 2,244 2,244 options Issue of shares for cash 4,794,889 6,783 6,783 Share issue expenses (213) (213) Net profit for the year 11,374 11,374 11,374 Stock based compensation 4,313 4,313 Other comprehensive income, net of tax of nil Decrease in mark-to- market on listed (1,759) (1,759) (1,759) investments Foreign currency (2,035) (2,035) (2,035) translation adjustments

BALANCE JUNE 30, 2003 184,222,073 5,000,000 360,351 37,705 107 (340,404) (52,523) 5,236 7,580

Analysis of other comphrensive loss: Mark-to-market on listed (1,714) investments Foreign currency (50,809) translation adjustments

BALANCE JUNE 30, 2003 (52,523)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

Durban Roodepoort Deep, Limited

Consolidated Statements of Cash Flows

For the years ended June 30

2003 2002 2001 $'000 $'000 $'000

Net profit/(loss) applicable to common stockholders 11,374 (51,709) (84,481) Reconciliation to net cash provided by operations: Net increase/(decrease) in provision for rehabilitation 1,414 445 (2,439) Depreciation and amortization 10,759 13,933 14,984 Amortization of restraint of trade payments 70 124 229 Mining assets impaired 2,167 2,752 Movement in gold in process 1,251 358 15 Expenses paid through issue of shares 315 Surplus of sale of mining assets (1,729) (331) (57) (Surplus)/loss on sale of listed investments (152) 937 (232) Stock based compensation expenses 4,313 2,503 2,934 Share of results of associate, including tax thereon and Impairment of Loans 9,452 to Associates Movement on deferred tax 41,766 (42,085) (8,150) Change in accounting policy 173 Movement in net taxation liability 461 (573) Taxation (refunded)/paid (471) (153) 124 Movement in derivative instruments (72,986) 12,403 60,025 Profit on disposal of subsidiary (5,302) (8,609) Write down of investments and loans 86 1,421 Effect of changes in operating working capital items: Receivables (19,224) 3,328 400 Inventories 97 698 2,747 Accounts payable (excluding short-term loans) (4,683) (7,335) 1,925

Net cash (used in)/realized from investing activities (9,818) 2,854 (1,239)

Additions to investments (9,108) (1,961) (481) Proceeds on sale of listed investments 196 11,070 982 Additions to mining assets (13,414) (8,188) (6,316) Proceeds on disposal of mining assets 3,594 1,662 5,879 Decrease/(increase) in restricted cash 271 (982) Cash paid for subsidiaries (321) Proceeds on disposal of subsidiary, net of cash disposed of 8,914

Net cash generated in financing activities 55,449 67,561 11,005

Short-term loans repaid (4,674) Proceeds from the issue of the convertible loan note 63,605 Net proceeds from issue of shares 9,027 51,137 25,086 Share issue expenses (213) (2,559) (1,168) Increase/(decrease) in bank overdraft 3,365 487 (2,014) Long-term loans (repaid)/received (20,335) 18,496 (6,225)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Net increase/(decrease) in cash and cash equivalents 21,753 6,245 (6,904) Effect of exchange rate changes on cash (1,182) 3,718 7,007 Cash and cash equivalents at beginning of year 23,852 13,889 13,786

Cash and cash equivalents at end of year 44,423 23,852 13,889

Income taxes (refunded)/ paid (471) (153) 124 Interest paid 6,909 2,385 5,573

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-8

Durban Roodepoort Deep, Limited

Notes to the Consolidated Financial Statements

At June 30, 2003

1. NATURE OF OPERATIONS

Introduction

Durban Roodepoort Deep, Limited ("the Company" or "the Group"), was formed in 1895 and is a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. The Company focuses its operations on the West Witwatersand basin in South Africa. Its operations consist of the North West Operations (comprising the Buffels and Harties Sections), the Blyvoor Section and its 40% interest in Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. It also has exploration projects in South Africa, Papua New Guinea and Australia.

History and Development

In 1992, the Company's holding group (Rand Mines) was restructured and a new company, Randgold & Exploration Company Limited, or Randgold, was formed to provide management services to the Company's gold mines.

During 1996, the Company acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Witwatersrand Gold Mines Ltd or West Wits, in exchange for an aggregate of 1,846,087 ordinary shares, Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited and the entire issued capital and shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

Also during 1996, the Company's ADRs began trading on the Nasdaq National Market and are now listed on the Nasdaq SmallCap Market.

In August 1997, the Company purchased the mineral rights represented by the Argonaut Project from Randgold.

On September 15, 1997, the Company acquired the entire share capital of Blyvooruitzicht Gold Mining Company Ltd, or Blyvoor, in exchange for 12,693,279 ordinary shares. Also on that date, the Company acquired Buffelsfontein Gold Mines Ltd, or Buffels, in exchange for 14,300,396 ordinary shares.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On September 14, 1998 the Company acquired Crown Consolidated Gold Recoveries Ltd, or Crown, in exchange for 5,925,139 ordinary shares.

On August 16, 1999, Buffels acquired the majority of the assets and liabilities of the Harties mining operation for R45 million ($7.4 million).

During September 1999, the Company purchased 28,693,002 (19.9%) ordinary shares in Dome Resources Ltd, or Dome, for R34.9 million ($3.3 million). On March 13, 2000 the Company made an unconditional offer to the shareholders of Dome to acquire all the remaining shares in Dome and completed this acquisition in June 2001.

During August 2000, the Company ceased all operations at the Durban Deep Section and both underground and open pit operations at the West Wits Section.

F-9

In April 2001, the Company launched the Blyvoor Expansion Project which is intended to facilitate the commissioning of additional infrastructure and the opening up of additional mining areas to further enable the effective mining of reserves at the Blyvoor Section.

In June 2002, the Company entered into an agreement with Mogale Gold (Pty) Limited, or MGL, (previously known as Bophelo Trading (Pty) Limited) for the sale of the West Wits gold plant and certain related assets for R25 million ($2.4 million). This agreement was subsequently amended by a Memorandum of Agreement on June 6, 2003. The effective date of this sale was July 21, 2003.

During the course of the audit exercise for the 2000 fiscal year, certain irregular transactions came to the Company's attention. An internal investigation commenced at the insistence of a Special Committee of the board of directors. During the course of this investigation, the Company discovered that all 8,282,056 ordinary shares issued ostensibly for the acquisition of the Rawas gold mine in 1999 were invalidly issued and allotted.

Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas shares, it was not possible for the Company to distinguish the Rawas shares from all of the other issued ordinary shares and so their identity had been lost. That meant that none of the Rawas shares, and their holders at the time, could be identified and therefore none of the Rawas shares could be removed from the Company's members' register. The Rawas shares, therefore, were effectively in issue with no possibility of removing them from the members' register.

At a shareholders' meeting, the Company's shareholders resolved, by special resolution, that it should apply to the High Court of South Africa for validation of the issuance of the ordinary shares. The Company has made this application and the High Court of South Africa validated the issuance on June 19, 2002. For a description of this transaction, see Note 3.

Beginning in July 2002, the Company entered into a series of transactions, consistent with its black empowerment strategy resulting in the sale of 60% of its interest in Crown Gold Recoveries (Pty) Ltd, or CGR, to Khumo Bathong Holdings (Pty) Ltd, or KBH for R105 million ($11.6 million). Also, as part of this transaction, KBH repaid a portion of certain shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of those loans to KBH and 40% of the loans to the Company.

In October 2002, CGR acquired 100% of the outstanding share capital of and loan accounts in East Rand Proprietary Mines Ltd, or ERPM, for R100 million ($11.0 million).

On December 16, 2002 the Company announced its proposed acquisition of 14% of Emperor Mines Limited, an Australian listed gold mining company for A$11.5 million ($6.7 million). Since that date, the Company has increased its percentage holding in Emperor Mines Limited to 19.81% at a total additional cost of A$5.0 million ($2.9 million).

For a description of the Company's relationship with entities controlled by its former Chairman, R.A.R. Kebble, see Note 4.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements were prepared in accordance with United States generally accepted accounting principles. The following are accounting policies used by the Company which have been consistently applied except for the adoption of SFAS 143 on July 1, 2002 as indicated below:

Use of estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires the Company's management to make assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial information includes the financial statements of the Company and its subsidiaries. A company which is more than 50% owned by the Group which the Group controls directly or indirectly, through other subsidiary interests, is classified as a subsidiary.

The Group's functional currency for its South African operations is the Rand. For foreign subsidiaries, whose functional currency is a currency other than the Rand, assets and liabilities are translated using the closing rates at year end, and income statements are translated at average rates. Differences arising on translation are included as a component of other comprehensive income.

Investment in associates

Investments in associated undertakings are accounted for by the equity method of accounting. These are undertakings over which the Group has the ability to exercise significant influence, but which it does not control. The ability to exercise significant influence is presumed where the Group owns more than 20% of the voting stock of an investment.

The recoverable amount of the associate, that is the estimate of future undiscounted cash flows of the associate, or its disposal value, if higher, is compared to the carrying value of the associate. If an impairment exists on this basis, a reduction in the carrying value of the associate is recorded to the extent that the carrying value exceeds the fair value which is based on the recoverable amount.

Equity accounting involves recognizing in the income statement the Group's share of the associates' profit or loss for the year after tax. The Group's associate is carried in the balance sheet at an amount that reflects its share of the net assets of the associate.

Cash and cash equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Due to the short maturity of the investments, the carrying amounts approximate their fair value.

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Non-current unlisted investments

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Non-current unlisted investments are carried at acquisition cost. Realized gains and losses are included in determining net income or loss. Impairment losses are included in determining net income or loss where a decline in the value of the investment, other than temporary, has occurred.

Non-current listed investments

Non-current listed investments, are treated as 'available for sale', and are accounted for at fair value with unrealised gains and losses excluded from earnings and reported as a separate component of stockholders' equity.

Inventories

Inventories, comprising gold in process and supplies, are stated at the lower of cost and market value. Costs are assigned to inventory on an average cost basis. Costs comprise all costs incurred to the stage immediately prior to smelting, including costs of extraction and processing. Selling, refining and general administration costs are excluded from inventory valuation.

Exploration costs

Mining exploration costs, including property acquisitions and mineral and surface rights relating to exploration stage properties, are expensed as incurred.

Development costs

Initial development and pre-production costs relating to a new orebody are capitalized once directors consider that it is probable that the properties will be profitably exploited and until the orebody is brought into production at which time the costs are then amortized as set out below.

Mining assets

Land is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

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. Amortization is calculated on a mine-by-mine basis (i.e. the cost pools are the individual mines) using the units of production method. Under the units of production method, the Company estimates the amortization rate based on actual production over total proven and probable reserves of the particular mine. This rate is then applied to actual costs incurred to arrive at the amortization expense for the period. Proven and probable reserves of a particular mine reflect estimated quantities of economically recoverable reserves that can be recovered in the future from known mineral deposits that are presently accessible. Mine development costs are amortized over the incremental reserves accessed.

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The Company does not have significant open-pit operations. Any stripping costs are expensed in the period in which they are incurred.

Impairment of mining assets

The impairment of long-lived assets is accounted for in terms of SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of an asset or asset group is assessed by comparing the carrying amount of an asset or group of assets to the estimated future undiscounted net cash flows of the asset or group of assets. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. It is therefore reasonably possible that changes could occur which may affect the recoverability of the Group's mining assets. If an asset or asset group is considered to be impaired, the impairment which is recognized is measured as the amount by which the carrying amount of the asset or group of assets exceeds the discounted future cash flows expected to be derived from that asset or group of assets. The asset or asset group, is the lowest level for which there are identifiable cash flows that are largely independent of other cash flows. The lowest level for which there are identifiable cash flows that are largely independent of other cash flows is on a mine-by-mine basis. Therefore, the Company makes the analysis on a mine-by-mine basis.

Reclamation and closure costs

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 143, "Accounting for Asset Retirement Obligations", or SFAS 143. SFAS 143, which comes into effect for fiscal years beginning after June 15, 2002, requires that the fair value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset, where one is identifiable, is recorded and is depreciated over the life of the asset. Prior to the adoption of SFAS 143, the company accrued for the estimated reclamation and closure liability through annual charges to earnings over the estimated life of the mine. The Company adopted the new policy on July 1, 2002. The cumulative effect of the change in policy on the balance sheet at that date was to increase Mining Assets by $0.55 million and increase Rehabilitation liabilities by $0.72 million with a cumulative effect of change in accounting principle adjustment charge to net earnings of $0.17 million in fiscal 2003.

Environmental rehabilitation costs

Where a related asset is not easily identifiable with a liability other estimated future environmental rehabilitation costs, which are based on the Company's interpretation of current environmental and regulatory requirements, are accrued as and when tailings are deposited. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances.

Based on current environmental regulations and known rehabilitation requirements, management has included its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably

F-13

possible that the Company's estimates of its ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

Annual contributions are made to dedicated rehabilitation trust funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine.

Revenue

Revenue consists of gold bullion and related by-products and is recognized when the product is delivered to the relevant refinery, Rand Refinery Limited in South Africa and N.M. Rothschild in Australasia, at which stage all risks and rewards of ownership pass from the Company.

Once the gold bars reach the refinery, they are assayed to determine the gold content of each bar before being sent for refining where it is purified to 99.9% purity and cast into troy ounce bars of varying weights. The bullion is then sold by the refinery on the same day as the delivery, and the proceeds are remitted to the Company in Rand within two days. The Rand Refinery Ltd sells the gold for the London afternoon fixed price on the day the gold is sold. N.M. Rothschild sells the gold at the previous day London afternoon fixed price and pays the Company in Dollars.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company has a 10.6% equity stake in Rand Refinery Ltd (which is jointly owned by South African mining companies) and Mr. Wayne Koonin, the Company's Divisional DirectorGroup Finance is also a director of Rand Refinery Ltd. Mr. Ilja Graulich, the Company's General ManagerInvestor Relations, is an alternate director of Rand Refinery Ltd. The Company does not have an interest in N.M. Rothschild.

Derivative instruments

SFAS 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133") was adopted by the Company with effect from July 1, 2000.

Prior to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production, were recognized in revenue when planned production was delivered.

Derivatives that were not designated to future production were accounted for on a mark-to-market basis and the associated gains and losses were recognized in the results of operations.

Under SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On the date a derivative contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. The Group's derivative transactions, while providing effective economic hedges under the Group's risk management policies, do not qualify for hedge accounting, and any changes in their fair value are recognized in the income statement. Derivative instruments are not entered into for trading purposes.

On the adoption of SFAS 133, none of the Group's derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect adjustment of

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$78 million was recorded in the Statement of Operations on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments on the balance sheet, which previously qualified for hedge accounting and had not been recorded on the balance sheet.

Recognition of derivatives which meet the criteria for the normal purchase normal sale exception under SFAS 133 are deferred until settlement. The Company does not have any positions that meet the criteria for the normal purchase normal sale exception under SFAS 133.

Pension plans and other employee benefits

Pension plans, which are multi-employer plans in the nature of defined contribution plans, are funded through annual contributions.

In addition, the Group makes long service bonus payments (long-service awards) for certain eligible employees, based on qualifying ages and levels of service, and accrues the cost of such liabilities over the service life of the employees on an actuarial basis.

The Company contributes to a defined contribution multi-employer medical fund for current employees and certain retirees on an annually determined contribution basis. No contributions are made for employees retiring after December 31, 1996.

Premium and debt costs

Discounts and underwriting, legal and other direct costs incurred in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest rate method.

Deferred income and mining taxes

The Group follows the liability method of accounting for deferred income and mining tax whereby the Group recognizes the tax consequences of temporary differences by applying current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and liabilities include the impact of any tax rate changes enacted during the year.

A valuation allowance is raised against deferred tax assets which are not considered more likely than not to be realizable.

Secondary Taxation on Companies (STC)

STC is a tax levied by the South African Revenue Services on dividends declared and becomes payable on declaration of a dividend. STC is expensed when the related dividend is declared.

Dividends paid

Dividends paid are recognized when declared by the board of directors. Dividends are payable in South African Rands.

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Profit/(loss) per share

Profit/(loss) per share is calculated based on the net result divided by the weighted average number of shares in issue during the year. Fully diluted profit/(loss) per share is based upon the inclusion of potential common shares with a dilutive effect on profit/(loss) per share.

Foreign currency

The Group's functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations is the Papua New Guinean Kina. The translation differences arising as a result of converting to U.S. dollars using the current exchange rate method, are included as a separate component of stockholders' equity.

Transactions denominated in currencies other than South African Rand are recorded at the rate of exchange ruling at the transaction date. Monetary assets and liabilities denominated in such currencies are translated at the rates ruling at the balance sheet date and profits and losses arising are recorded in the statements of operations.

Stock-based compensation plans

The Company has adopted the disclosure only provisions of SFAS 123 and applies Accounting Principles Board Opinion No. 25 ("APB No. 25") and related interpretations with respect to its accounting for its employee based compensation plan.

The difference between the option strike price and the prevailing market value of the share at grant date is recorded as an expense.

Comparatives

Comparatives have been reclassified, where necessary to comply with the current year's disclosure.

Recent pronouncements

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others (an interpretation of FASB Statements No. 5, 57 and 107 and Rescission of Interpretation No. 34)" ("FIN 45"). This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This interpretation does not prescribe a specific approach for subsequently measuring the guarantor's recognized liability over the term of the related guarantee. This interpretation also incorporates, without change, the guidance in FASB Interpretation No. 34, "Disclosure of Indirect Guarantees of Indebtedness to Others", which is being superseded. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements in this Interpretation are

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effective for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the disclosure requirements in the fiscal year ended June 30, 2003.

In December 2002, the FASB issued Statements of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure and amendment of SFAS 123" ("SFAS 148"). This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

The Company has adopted the disclosure provisions of this statement and has continued to account for its options plan in accordance with APB Opinion No. 25.

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities an Interpretation of ARB No. 51", ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", addresses consolidation by business enterprises of variable interest entities, which are defined as entities having one or both of the following characteristics:

1. The equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties.

2. The equity investors lack one or more of the following essential characteristics of a controlling financial interest:

(a) The direct or indirect ability to make decisions about the entity's activities through voting rights or similar rights.

(b) The obligation to absorb the expected losses of the entity if they occur.

This Interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Interpretation will be adopted by the Company in the third interim period of fiscal 2004.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the of the first year restated. The Company has determined that this statement has no impact on its financial statements for any of the periods presented. Management does not believe that this standard will have a significant impact on the Company's financial results.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149). SFAS 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to SFAS 133 in its entirety,

F-17

or as hybrid instruments with debt host contracts and embedded derivative features. In addition, SFAS 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. Accordingly, the adoption of SFAS 149 has no impact on the financial statements for any of the periods presented. Management does not believe that this standard will have a significant impact on the Company's financial results.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 affects the classification, measurement and disclosure requirements of certain freestanding financial instruments, including mandatorily redeemable shares. SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the Company as of July 1, 2003. The Company has determined that this statement has no impact on its financial statements for the periods presented. The Company is still evaluating the impact of this statement on its future financial statements.

3. ACQUISITION AND DISPOSAL OF BUSINESSES

(i) Rawas Limited ("Rawas")

During August 1999, a Heads of Agreement was entered into between the Company and Laverton Gold NL, or Laverton, an Australian listed company for the purchase of the assets and liabilities of the Rawas Group, which owned the Rawas gold mine located in Indonesia as part of the Company's growth strategy in Australasia. A Memorandum Of Understanding was also signed during March 2000 detailing the proposed transaction in more detail.

During July and October 1999, the Company allotted and issued 8,282,056 ordinary shares at a market value of $12.4 million pursuant to the Rawas transaction ("Rawas Shares"). The Rawas Shares were issued to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia Pty Ltd, all of which were creditors of Laverton or its subsidiaries, in anticipation of receiving shares of and claims against the companies in the Rawas Group and the rights to the Rawas mine. The allocation of the Rawas Shares was based on each creditor's relative exposure. No proper valuation proceedings were conducted prior to the issuance.

In May 2000, the Company's board became aware of certain irregular transactions in its offshore companies, that were initiated from its offices in Perth, Australia. A special committee was appointed by the board to investigate these transactions.

According to the evidence gathered during the course of the investigation, the Company's board determined that, faced with pressure from its creditors, Laverton arranged the issue by the Company of its ordinary shares to creditors as consideration for assets of no value for the benefit of Laverton and its creditors and not for the Company. In addition, in order to avoid the requirement of a special resolution under Section 82 of the South African Companies Act, the Company had issued the Rawas Shares at an inflated issue price unrelated to the true value of the consideration. As the special resolution was not obtained, the allotment and issue of ordinary shares for the Rawas transaction was

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document unlawful and invalid. Upon discovery by the board of the unlawful transactions, the board decided to recind the Heads of Agreement and the Memorandum of Understanding during fiscal 2001. At that time, the Company had received ownership of the claims against, but not the shares of, the companies in the Rawas Group. As a result of this recision, the shares of the Rawas Group were never delivered to the Company.

Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas Shares, it was not possible to distinguish the Rawas Shares from all the other issued ordinary shares of the Company, and so their identity had been lost. This meant that none of the Rawas Shares, and their holders at the time, could be identified and therefore none of the Rawas Shares could be removed from the Company's members' register. The Rawas Shares, therefore were effectively in issue with no possibility of removing them from the members' register.

The shareholders were then asked to pass a special resolution in terms of Section 82 of the South African Companies Act to apply to the High Court of South Africa to validate these Rawas Shares. The High Court validated these shares during July 2002.

The Rawas Shares have been included in the annual financial statements and the $12.4 million value of the shares was credited to stated capital although the issue of shares was still to be validated by the Court. The attributed $12.4 million value of the shares was written off on the statement of operations during fiscal 2000 as the recovery of this amount was uncertain. Loans made by the Company to members of the Rawas Group, amounting to $2.9 million, for working capital purposes, were written off in fiscal 2000. No amounts have been recovered on these transactions. The Company has not instituted any actions against the recipients of the Rawas Shares as each of these entities had ceded to the Company their claims against the companies in the Rawas Group in exchange for their portion of the Rawas Shares. However, legal action has begun in South Africa. The defendants are Messrs. R.A.R. Kebble, M. Prinsloo, J. Stratton, H. C. Buitendag and JCI Limited. The Company's claims against these defendants total R77.2 million and consist of the following:

R69.6 million for the 7,644,944 ordinary shares issued on July 9, 1999 at a price per share of R9.10; and

R7.6 million for the 637,062 ordinary shares issued on October 8, 1999 at a price per share of R11.90

The Company has also made a claim for A$6.1 million for loans and advances made to and on behalf of PT Barisan Tropical Mining, the entity which operated the Rawas mine, and R0.7 million for costs associated with issuance of the above shares.

The Company also intends to pursue legal action in Australia.

(ii) Crown Gold Recoveries

On July 1, 2002, the Company engaged in a transaction consistent with its black empowerment strategy by entering into a share purchase agreement with Crown Consolidated Gold Recoveries Ltd, or CGR, The Industrial Development Corporation, or IDC, and Khumo Bathong Holdings (Pty) Ltd, or KBH, a black empowerment company. Under this share purchase agreement, the Company sold 57% of its interest in CGR, to IDC and 3% of its interest in CGR to KBH for a total cash consideration of

F-19

R105.5 million ($11.7 million) and realized a profit of R48.0 million ($5.3 million). This sale was a related party transaction (refer to Note 4 for further details).

As a result of this transaction, CGR is no longer a subsidiary of the Company. The results of operations and the financial position of CGR are no longer consolidated into the Company's annual financial statements. The Company's remaining 40% interest in CGR is equity accounted as an investment in an associate.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The aggregate carrying value of the assets and liabilities disposed as part of this transaction were as follows:

$'000 Cash and cash equivalents 2,738 Other Current Assets 2,730 Mining Assets 13,886 Other Assets 739 Current Liabilities (6,310) Provision for environmental rehabilitation (2,317) Long Term Liabilities (882)

Net Assets 10,584

60% thereof 6,350 Impairment of Loan due by CGR (4,164) Cash Proceeds Received 11,652

Profit realized on sale of subsidiary 5,302

4. RELATED PARTY TRANSACTIONS

The Company has related party relationships with its associates and with its directors and senior management.

Consolidated African Mines Limited, JCI Gold Limited, Western Areas Limited and Laverton Gold NL are all related parties by reason of having common directorships, either through an individual or through a family relationship. All of these companies were, at the time the transactions were consumated, related, either directly or indirectly, to Mr. R.A.R. Kebble who was at that time Chairman of the Company. Either Mr. Kebble or his son, Brett Kebble, were directors of these companies.

Prior to the awarding of a contract to a related party for the supply of goods and services the Group procurements manager reviews both the pricing, quality and the reliability of that party. The contract terms are compared to similar suppliers of goods and services to ensure that the contract is on market related terms.

The Company's executive directors review the terms and conditions of all loans to ensure that the terms of the loans are similar to those offered by financial institutions.

F-20

Sale of 60% of interest in Crown Gold Recoveries (Pty) Ltd

Effective July 1, 2002, the Company engaged in a transaction consistent with its black empowerment strategy by entering into a share purchase agreement with the Industrial Development Corporation of South Africa, or IDC, and Khumo Bathong Holdings (Pty) Ltd, or KBH. Under this share purchase agreement, the Company sold 57% of its interest in Crown Gold Recoveries (Pty) Ltd, or CGR, to IDC and 3% of its interest in CGR to KBH for a total consideration of $11.7 million, and realized a profit of $5.3 million. KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating $21.0 million owed by CGR to the Company.

As part of this transaction, the Company loaned KBH $0.7 million to fund that entity's initial purchase of 3% of its interest in CGR. The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3% per annum. This loan has a term of five years

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document from July 1, 2002 and is repayable on demand. This loan was secured by a pledge of 49,928,824 shares of ERPM held by KBH. However, since the acquisition of ERPM by CGR, the loan is no longer secured.

Shortly thereafter, KBH chose to exercise its option to purchase all of IDC's interest in CGR. As a result, with effect from July 15, 2002, the share capital of CGR is now owned 40% by the Company and 60% by KBH. Also, as part of this transaction, KBH repaid IDC's portion of the shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of the loans to KBH and 40% of the loans to the Company.

Also as part of this transaction, KBH subscribed for 4,794,889 of the Company's ordinary shares (representing 2.60% of its outstanding shares at June 30, 2003) for a cash subscription price of $6.8 million. The subscription agreement entered into by the Company and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

Dr. Paseka Ncholo, chairman of KHB, is also a Non-Executive Director of the Company. Dr. Ncholo earned $16,600 in board fees during the year ended June 30, 2003.

Purchase of 100% of East Rand Proprietary Mines Limited by CGR

In October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in East Rand Proprietary Mines Limited, or ERPM, for $11.0 million. In connection with this transaction, the Company provided ERPM with a loan of $1.3 million. In addition, an amount of $8.0 million was lent by the Company to CGR which CGR paid to the then shareholders of ERPM as an interest free loan. CGR has received from the shareholders, as security for the loan, a pledge of the entire issued share capital of ERPM and a cession of the shareholders' claim to CGR. The South African competition authorities approved the transaction and the $8.0 million loan is deemed to be part payment of the purchase price of $11.0 million by CGR for the acquisition of the shares and the claims of ERPM.

Transactions with Associate Companies

During the year ended June 30, 2003 the Company earned $1.3 million in management fees from CGR and $1.4 million in management fees from ERPM. At June 30, 2003 CGR owed the Group

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$25.9 million, KBH owed the Group $0.8 million, and ERPM owed the Group $3.7 million. Interest amounting to $3.1 million was earned by the Group on the loans to CGR, $0.1 million was earned by the Group on the loans to KBH, and $0.2 million was earned by the Group on the loans to ERPM for the year ended June 30, 2003. No dividends were received from associates in 2003. Transactions with associates are priced on an arm's length basis. As of June 30, 2003, all loans due by CGR and ERPM had been written-off in the statement of operations (refer to note 11).

Consolidated African Mines Limited, or "CAM", and JCI Gold Limited, or "JCI"

During the year ended June 30, 2001, the Company arranged with JCI for that company to place 8,000,000 of the Company's ordinary shares into the market to settle debt owed by one of the Company's subsidiaries. In return, JCI received an arranging fee of $300,000.

During the year ended June 30, 2001, the Company issued 800,000 ordinary shares to CAM for a consideration of R7.80 per share under the general authority for issue of shares. The proceeds of this transaction were used to service debt.

There are currently no formal agreements between the Company and CAM.

Western Areas Limited

A total of R111.3 million ($18.3 million) was owed to Western Areas Limited, or WAL for advances made between December 1999 and January 2000. The proceeds of the loan were used as follows:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document between December 14, 1999 and January 11, 2000, the Company purchased 7,187,000 ordinary shares of Randgold, 6,268,000 ordinary shares of JCI and 15,128,500 shares of CAM (the "Sale Shares") for a total of R98.2 million ($16.2 million) in contemplation of a proposed Group restructuring with affiliated companies; and

to purchase 812,100 ordinary shares of Randfontein Estates Limited for a purchase price of R8.6 million ($1.4 million) together with 2,349,000 options at a purchase price of R4.4 million ($0.7 million). These shares and options were purchased as part of a strategy to consolidate the various companies in which CAM, JCI and WAL had an interest into one corporate group. The Randfontein Estates Limited shares and options were sold on January 15, 2001 and the proceeds retained.

The Company was to pay WAL interest at a rate equal to the prime overdraft rate charged from time to time by The Standard Bank of South Africa to it most favorite clients on overdraft. The Sale Shares were pledged by the Company to WAL as security for debt owed to WAL in the amount of R111.3 million ($18.3 million). In October 2000, the Company concluded a written agreement with CAM and JCI giving effect to the intention that the Company sell the Sale Shares to CAM and JCI for an amount equal to the debt owed to WAL. The agreement called for the Company to sell the Sale Shares to CAM and JCI for a total price of not less than R116.4 million ($13.3 million) to be paid by CAM and JCI jointly and severally. The closing was set for October 31, 2000.

Also at that time, the Company, CAM and JCI concluded a written letter agreement by which CAM and JCI agreed to pay the Company a "monthly option fee in arrears" if the sale of the Sale

F-22

Shares occurred after October 31, 2000. This monthly option fee would be calculated as an amount equal to the interest charged by WAL to the Company on the debt owed to WAL. In consideration for this, the Company agreed not to sell the Sale Shares to any other party. It was a tacit or implied term of this letter agreement that value-added tax, or "VAT", would be added to the monthly option fee and the monthly option fee would be payable by CAM and JCI. The Company agreed to continue to hold the Sale Shares until CAM and JCI could obtain financing from Investec Limited, or "Investec".

In November 2000, the monthly option fee was renegotiated to an amount equal to 93.38% of the interest charged by WAL to the Company on the debt owed to WAL. CAM and JCI paid the Company R1.7 million ($0.2 million) for the monthly option fee for October 2000 on or about December 4, 2000.

The Company entered a new agreement with WAL regarding its debt on or about April 25, 2001. In this agreement, the Company acknowledged, that its debt to WAL amounted to R132.8 million ($17.3 million) as of March 1, 2001. CAM and JCI agreed to be jointly and severally liable as sureties for this amount.

In August 2001, the Company and WAL entered into an agreement fixing the interest rate on the debt owed to WAL by the Company at 14%.

On or about October 9, 2001 the Company concluded a contract of guarantee and cession in securitatem with Investec. Under the terms of this agreement, the Company agreed to guarantee WAL's obligations to Investec up to the value of the Sale Shares. Also, the Company ceded the Sale Shares, as security, to and in favor of Investec allowing Investec to sell the Sale Shares in the event that WAL defaulted.

The agreement with Investec describes the debt owed to the Company by CAM and JCI, including the monthly option fee then outstanding, as R20.8 million ($2.6 million) plus any further monthly option fee as of June 30, 2001. This agreement also states that this amount and all monthly option fees accruing after June 30, 2001 would bear interest at the rate of 1% above the prime rate charged by The Standard Bank of South Africa.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This agreement also states that the debt owed to the Company by CAM and JCI would become immediately due and payable upon the occurrence of a default by WAL. Such amount to be paid directly to WAL by CAM and JCI on the Company's behalf with any excess being repaid to the Company.

On or about September 26, 2001, the Sale Shares were ceded to Investec and WAL granted the Company a put option in respect of the Sale Shares at a total price of at least R116.4 million ($13.3 million). CAM and JCI undertook to apply all dividends received from WAL in respect of their shareholdings to the reduction of all amounts owed by them to the Company. The parties agreed that the monthly option fee would be payable to exercise their rights under the call option for the duration of the Company's guarantee and cession and agreed that if Investec exercised its rights under that guarantee, the rights of CAM and JCI under the call option would terminate.

On or about December 13, 2001, WAL repaid its debt to Investec. On December 13, 2001, the Company put the Sale Shares to WAL in satisfaction of the debt which amounted to R149.4 million ($14.4 million) including interest owed by the Company resulting in a loss of $0.9 million.

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The option fee payable to the Company by CAM and JCI for the period of November 2001 up to December 13, 2001 amounted to R21.6 million ($2.0 million) plus VAT in the amount of R3.0 million ($0.3 million) plus interest in the amount of R1.7 million ($0.2 million) at the prescribed rate of 15.5% per annum from January 25, 2001 to the date of payment.

On December 13, 2001, the Company invoiced JCI on behalf of JCI and CAM in these amounts. On December 14, 2001, the Company made a demand on CAM and JCI for the amount of R32.8 million ($3.0 million). On December 24, 2001, the Company's attorney's made demand on JCI and CAM for the same amount. The Company has instituted legal proceedings against JCI and CAM for the recovery of these amounts. The Company has provided in full for the balance outstanding by CAM against the probable bad debt. See note 7.

Laverton Gold NL

Laverton Gold NL is also a related party because Mr J Stratton, a director of CAM and Consolidated African Mines Jersey, or CAMJ, was a corporate advisor to the Company.

During August 1999, a Heads of Agreement was entered into between the Company and Laverton Gold NL, or Laverton, an Australian listed company for the purchase of the assets and liabilities of the Rawas Group, which owned the Rawas gold mine located in Indonesia. A Memorandum Of Understanding was also signed during March 2000 detailing the proposed transaction in more detail.

During July and October 1999, the Company allotted and issued 8,282,056 ordinary shares at the market value of $12.4 million pursuant to the Rawas transaction. These shares are referred to as the Rawas Shares. The Rawas Shares were issued to Rothschild Nominees Pty Ltd, Maxidrill Pty Ltd, PT Petrosea TBK, Repadre International Corporation, Minproc Engineering Pty Ltd, Rio Tinto Rawas Holdings Ltd, Continental Goldfields Ltd, Consolidated African Mines Ltd, JCI (Isle of Man) Ltd, Weston Inv. Ltd and Consolidated African Mines Australia Pty Ltd, all of which were creditors of Laverton or its subsidiaries, in anticipation of receiving shares of and claims against the companies in the Rawas Group and the rights to the Rawas mine. The allocation of the Rawas Shares was based on each creditor's relative exposure. No proper valuation proceedings were conducted prior to the issuance.

According to the evidence gathered during the course of the investigation, the Company's board determined that, faced with pressure from its creditors, Laverton arranged the issue by the Company of its ordinary shares to creditors as consideration for assets of no value, for the benefit of Laverton and its creditors and not for the Company. In addition, in order to avoid the requirement of a special resolution under Section 82 of the South African Companies Act, the Company had issued the Rawas Shares at an inflated issue price unrelated to the true value of the consideration. As the special resolution was not obtained, the allotment and issue of ordinary shares for the Rawas transaction was

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in the Rawas Group. As a result of this recision the shares of the Rawas Group were never delivered to the Company.

Because of subsequent splits and consolidations resulting in validly issued ordinary shares being consolidated with invalid Rawas Shares, it was not possible to distinguish the Rawas Shares from all the other issued ordinary shares of the Company, and so their identity had been lost. This meant that none of the Rawas Shares, and their holders at the time, could be identified and therefore none of the Rawas Shares could be removed from the Company's members' register. The Rawas Shares, therefore were effectively in issue with no possibility of removing them from the members' register.

The Company has not instituted any actions against the recipients of the Rawas Shares as each of these entities had ceded to the Company their claims against the companies in the Rawas Group in exchange for their portion of the Rawas Shares. However, legal action has begun in South Africa. The defendants are Messrs. R.A.R. Kebble, M.Prinsloo, J.Startton, H.C.Buitendag and JCI Limited. The Company's claims against these defendants total R77.2 million and consist of the following:

R69.6 million for the 7,644,944 ordinary shares issued on July 9, 1999 at a price per share of R9.10; and

R7.6 million for the 637,062 ordinary shares issued on October 8, 1999 at a price per share of R11.90

The Company also intends to pursue legal action in Australia.

RAR Kebble

On November 1, 2000, Mr R.A.R. Kebble made a loan to the company of $0.7 million for working capital purposes. He also purchased the Company's investment in Rand Leases Properties Limited for $0.3 million and settled an amount of $0.8 million due by CAM to the Company also to provide the Company with additional working capital. The sale of the investment was at market related prices. An amount of R0.3 million ($67,180) has been paid by the Company as interest on the loan during 2001.

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The loan received from Mr. R.A.R. Kebble, amounting to R5.3 million ($0.51 million) was repaid during the year ended June 30, 2002. Interest on this amount during the year amounted to R0.4 million ($0.04 million).

Executive directors

On May 23, 2001 the executive directors made advances to the Company for working capital purposes which bear interest. The loans were repaid on December 31, 2001.

FW Services CC

During 2002 the Company made use of FW Services CC, for the repair of electrical motors in pumps and winches, and Mr. N. Pretorius, a legal advisor, both of which are related parties to Mr. F. Weideman, a previous executive director of the Company who resigned as a director on March 1, 2002. During 2002 the Company paid $0.7 million to FW Services CC and $0.03 million to Mr. N. Pretorius for services rendered.

Libra Accounting CC

During 2002 the Company made use of Libra Accounting CC for corporate administrative accounting services, a related party to Mr. W. Beer, the Chief Administrative Officer of the Company. During 2002 the Company paid $0.1 million to Libra Accounting CC for services rendered.

Restraint of trade agreements (refer note 10)

In November 1998, certain of the Company directors and officers, namely Messrs. R.A.R. Kebble (who resigned June 30, 2002), M. Prinsloo (who resigned November 1, 2000), C. Mostert (resigned July 31, 2000), I. Murray and V. Hoops (who was dismissed May 8, 2002) entered into restraint of trade agreements in order to protect the competitive position of the Company, whereby they agreed, for a period of 24 months after the termination of their employment with the Company, not to compete against the Company or solicit the Company's employees. As consideration for entering into these agreements these directors and officers (as a group) received R8.4 million (approximately $1.3 million). These restraint of trade agreements were awarded while each officer or director was still an employee of the Company. As the restraint period applied for a period of 2 years after the employee left the Company, and as it was impossible to determine when this would actually occur, the Company considered it prudent to write off this amount over a 4 year period from the date of award. The restraint of trade payments had been fully amortized by the end of fiscal 2003.

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5. IMPAIRMENT OF ASSETS

Year ended Year ended Year ended June 30, 2003 June 30, 2002 June 30, 2001 $'000 $'000 $'000 Mining Assets -DRD Mine(a) 2,167 2,752

2,167 2,752

(a) In view of continued low gold prices and high cost of production, and cessation of synergies between Durban Roodepoort Deep Mine and Randfontein Estates, underground mining operations ceased permanently at Shaft Numbers 6, 7 and 9 and the Circular Shaft. This closure of operations has resulted in write downs which represent the excess carrying values of the mining assets over their fair values.

6. DEFERRED INCOME AND MINING TAX

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Year ended Year ended Year ended June 30, 2003 June 30, 2002 June 30, 2001 $'000 $'000 $'000 (a) Income and mining tax and expenses Income and mining tax Foreign 535 Non-mining income tax Current (36) (105) Deferred income and mining tax Local (59,890) 42,855 5,937 Foreign (330) 45 638 Prior year rate change 18,455 Secondary tax on companies

Total income and mining tax (expense)/benefit (41,765) 42,864 7,005

Mining tax on mining income is determined based on a formula which takes into account the profit and revenue from mining operations during the year. Non-mining income, which consists primarily of interest, is taxed at a standard rate. The tax rates applicable to the mining and non-mining income of a gold mining company depends on whether the company has elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared, which is payable by the company declaring the dividend, and, at present, the STC tax rate is equal to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining income and non-mining income. In 2003, 2002 and 2001, the tax rates for taxable mining income and non-mining income for companies that elected the STC exemption were 46% and 38%, respectively. During those same years the tax rates for companies that did not elect the STC exemption were 37% and 30%, respectively. In 1993, the Company elected not to be exempt from STC, as this would have meant that the Company would have been liable for

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normal taxation at the higher rates of 46% for mining income and 38% for non-mining income. The Company, having chosen not to be subject to the STC exemption, is subject to 37% tax on mining income and 30% for non-mining income. However, with the exception of Blyvoor, all of the Company's subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a wholly-owned subsidiary of the Company, would be exempt from STC. Any dividends paid by the Company, to the extent they are paid from income from Blyvoor, will be subject to STC.

South African deferred taxation has been provided at the effective mining rate applicable in terms of the mining tax formula to the relevant operations at either 37% or 46% (2002: 30%), while the Australian deferred tax is provided at the Australian statutory tax rate of 30% (2002: 30%). Material items causing the Group's income tax provision to differ from the estimated effective mining tax rates were as follows:

Year ended Year ended Year ended June 30, June 30, June 30, 2003 2002 2001 $'000 $'000 $'000 Mining tax at estimated effective rate (16,549) 26,540 11,901 Non-mining tax at statutory rate (19) (1,264) (929) Foreign tax 2,099 4,116

Taxation at normal rates (16,568) 27,375 15,088 Disallowable expenditure (9,904) (9,478) (374)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Non-taxable income 8,105 1,114 140 Rate change 18,455 Valuation allowances (41,853) 23,853 (7,849)

Income and mining tax (expense)/benefit as reported (41,765) 42,864 7,005

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June 30, 2003 June 30, 2002 $'000 $'000 (b) Deferred income and mining tax liabilities and assets: Deferred income and mining tax liabilities and assets on the balance sheet as of June 30, 2003 and 2002, relate to the following: Gross deferred income and mining tax liabilities: (29,793) (26,931)

Mining assets (29,052) (26,668) Inventory (741) (263)

Gross deferred income and mining tax assets: 117,079 74,067

Assessable tax loss carried forward 60,152 22,077 Unredeemed capital expenditure 29,851 15,396

Rehabilitation provisions 2,154 5,594 Financial instrument liability 15,315 24,052 Other provisions 9,607 6,948

Deferred income and mining tax valuation allowances (82,176) (6,941)

Deferred income and mining tax assets 5,110 40,195

Net deferred income and mining tax liabilitylong-term (29,052) (26,542) Net deferred income and mining tax liabilitycurrent (741) Net deferred income and mining tax assetlong-term 25,296 58,056 Net deferred income and mining tax assetcurrent 9,607 8,681

The classification of deferred income and mining tax assets and liabilities is based on the related asset or liability creating the deferred tax. Valuation allowances have been provided on certain deferred tax assets arising out of assessed losses and unredeemed capital expenditure because it is more likely than not that these losses will not be utilized in the foreseeable future.

As at June 30, 2003 the group had estimated tax losses carried forward in South Africa consisting of:

2003 2002 2003 2002 $'m $'m $'m $'m The Company 24.6 20.0 18.2 13.8 South African subsidiaries 112.2 2.8 51.3 37.5

Total 136.8 22.8 69.5 51.3

The estimated tax losses of the Company and its South African subsidiaries have no expiry date. The estimated tax losses of the Australasian subsidiaries have been disallowed for tax purposes. They were previously treated as more likely than not to be unrealizable. Should a subsidiary cease to trade, the estimated tax losses would be forfeited.

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7. RECEIVABLES

June 30, 2003 June 30, 2002 $'000 $'000 Trade accounts receivables 14,735 4,517 Taxation receivable 3,640 3,335 Prepayments 3,328 4,206 Receivable from associates 1,255 Staff debtors 494 277 Amounts owing by related parties(a) 4,220 3,040 Less: allowances for doubtful debtsrelated parties (4,220) (3,040) Less: allowances for doubtful debtsother (353) (122)

23,099 12,213

Disclosed as current receivables 21,844 12,213 Disclosed as current receivables owing by related parties 1,255

Amounts owing by related parties(b) 706

Disclosed as non-current receivables 706 a) Amounts owing by related parties comprises amounts due by CAM for the option over the Sale Shares, which have been fully provided for. (refer to Note 3).

b) Amounts owing by KBH arising from the sale of 60% of CGR. (refer to Note 3)

8. INVENTORIES

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document June 30, 2003 June 30, 2002 $'000 $'000 Gold-in-process 1,816 2,498 Supplies 6,096 5,859

7,912 8,357

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9. MINING ASSETS

June 30, 2003 June 30, 2002 $'000 $'000 Mining properties, mine development costs and mine plant facilities and equipment Cost 219,969 182,700

Opening balance 182,700 223,323 Additions 13,414 8,188 Adoption of SFAS 143Asset Retirement Obligations 548 Disposals (1,865) (1,331) Disposed through sale of subsidiary (31,885) Foreign exchange movement 57,057 (47,480)

Accumulated depreciation and amortization (136,712) (110,516)

Opening balance (110,516) (120,019) Impairment (2,167) Depreciation and amortization (10,602) (13,933) Disposed through sale of subsidiary 17,999 Foreign exchange movement (33,593) 25,603

Net book value 83,257 72,184

Where mineral rights have been obtained as a component of mine acquisitions, the Company has not historically assigned a portion of the cost of the acquired entity to those rights and no separate general ledger or accounting records have been maintained for such rights. Accordingly, the Company was unable to separate such mineral rights from the tangible fixed asset category of mining properties, mine development costs and mine plant facilities and equipment on adoption of SFAS 142. Mineral rights acquired subsequent to the adoption of SFAS 142 will be separately identified as intangible assets.

10. NON-CURRENT ASSETS

June 30, 2003 June 30, 2002 $'000 $'000 Listed investments(a) 7,927 149

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Unlisted investments(b) 1,725 1,610 Restraint of trade payments (refer to note 4) 61 Amounts contributed to environmental trust funds(c) 17,903 12,143

27,555 13,963

(a) Listed investments comprise an investment in Drill search Energy Limited, Startrack Communications Limited and Cape Tel Limited, and Emperor Mines Ltd (purchased during fiscal 2003) which are listed Australian companies, and various other investments in South African listed

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companies. These investments are classified as available for sale, and are accounted for at market value.

(b) Unlisted investments comprise investments in various unlisted companies in South Africa, the fair value of which is not directly available from market quotations. The directors of the Company perform valuations of the investments on an annual basis to ensure that no decline, other than temporary, in the value of the investments has occurred.

(c) Amounts have been contributed to irrevocable trusts under the Company's control. The monies in the trusts are invested primarily in interest bearing debt securities and may be used only for environmental rehabilitation purposes.

11. INVESTMENTS IN UNLISTED ASSOCIATES

The principal associate is Crown Gold Recoveries (Pty) Ltd, a company incorporated in South Africa. The Group holds a 40% interest in this associate, which it equity accounts.

June 30,2003 $'000 Opening carrying amount

Acquired during year through the sale of a subsidiary company 4,234 Net share of results in associates (4,234)

Share of results before tax (4,208) Share of tax (26)

Closing carrying amount

The following has been recognised in the Statement of Operations in fiscal 2003:

$'000 Equity in loss from associates 4,234

Impairment of loans to associates (refer note 4) 5,218

9,452

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On July 1, 2002 the Company sold 60% of its fully owned subsidiary company, Crown Gold Recoveries (Pty) Ltd to Khumo Bathong Holdings (Pty) Ltd in a transaction consistent with the Company's black empowerment strategy (refer to Note 3). In the prior year the results of this company had been consolidated into the results of the Group. Effective July 1, 2002 the Company's remaining 40% interest has been treated as an investment in an associate and equity accounted.

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12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

June 30, 2003 June 30, 2002 $'000 $'000 Trade accounts payable 35,638 36,250 Payroll and other compensation 13,987 7,276 Other 339 2,336

49,964 45,862

13. DERIVATIVE INSTRUMENTS

June 30, 2003 June 30, 2002 $'000 $'000 Gold for electricity contract(a) (30,903) (80,174 ) Call positions bought(b) 6,563 Interest rate swap agreement(c) (1,818)

(26,158) (80,174 )

Disclosed under non-current liabilities (17,169) (55,505 ) Disclosed under current liabilities (15,552) (24,669 ) Disclosed under current assets 6,563

(26,158) (80,174 )

(a) This amount comprises the fair value of the gold for electricity contract entered into by the Company. Changes in fair value have been recorded as Profit/Loss on Derivative Instruments in the Statement of Operations. The fair value represents the difference between the contract price that was agreed on the date of the transaction and the forward price on June 30, 2003 (refer to note 19 for further details of quantities and the timing of settlement). The $30.9 million reflects the fair value as at June 30, 2003 when the gold price was R2,585 per ounce against an average contract price of R2,182 per ounce.

(b) This amount reflects the fair value of call positions bought during the financial year by the Company. Changes in fair value have been recorded as Profit/Loss on Derivative Instruments in the Statement of Operations. As at June 30, 2003 when the gold price was R2,585 per ounce the fair value represents the difference between the contract price that was agreed on the date of transaction and the price ruling at that date. Refer to note 19 for further details of quantities and the timing of settlement.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) The amount reflects the fair value of the interest rate swap agreement that was entered into to manage the interest rate and currency risk on the bi-annual coupon payments of the convertible note. Changes in fair value have been recorded as Profit/Loss on Derivative Instruments in the Statement of Operations. The fair value represents the difference between the fixed coupon rate of 6% per annum and the forward Johannesburg Interbank Acceptance Rate (JIBAR) + 0.20%

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together with the spot and forward US$ exchange rate with reference to the coupon amount payable bi-annually. At June 30, 2003 the six month JIBAR rate was 10.581%. Refer to note 19 for further details of the notional amount of the swap and the settlement provisions.

14. PROVISION FOR ENVIRONMENTAL REHABILITATION

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the Company has estimated that the total future costs for the mines, in current monetary terms, will be $26.1 million (2002: $19.2 million). The costs associated with sealing off all potential water ingress points at the Durban Deep and West Wits Sections have been included in the provisions for environmental rehabilitation. The estimates are prepared on an annual basis by the Company's Environmental Manager in terms of the rehabilitation plan. The total calculated liability, based on units of production to date, for rehabilitation at June 30, 2003 is $24.6 million (2002: $17.9 million).

Amounts have been contributed to irrevocable trusts (refer to Note 10) under the Company's control. The monies in the trust are invested primarily in interest bearing debt securities and may be used only for environmental rehabilitation purposes. The Company intends to finance the ultimate rehabilitation costs from the money invested with the trust funds as well as, at the time of mine closure, the proceeds on sale of remaining assets and gold from plant clean-up.

In terms of the Company's accounting policy, the shortfall between the total estimate rehabilitation cost of $26.1 million and the provision of $24.6 million will be accrued over the remaining proven and probable reserves of the respective mines, on a units of production basis.

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15. LONG-TERM LOANS

June 30, 2003 June 30, 2002 $'000 $'000 These comprise loans from:

Secured FBCF Equipment Finance Limited(a) 882 Industrial Development CorporationBlyvoor(b) 5,738 Industrial Development CorporationCrown(c) 1,055 Mineral Resources Development Company (Proprietary) Limited(d) 659 1,420 First National Bank Limited(e) 84 115 Hire purchase creditors(f) 35 138 Bank of South Pacific Limited(g) 1,603 1,570 JP Morgan Chase Bank(h) 6,625

Unsecured CAWMS Post Retirement Medical Liability(i) 1,479 1,422

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document J Aron and Company(j) 6,412 17,824 UBS AG(k) 4,785 10,282 Convertible notes(l) 61,422

82,217 41,333 Less: Payable within one year shown under current liabilities (19,068) (15,965)

Total long term liabilities 63,149 25,368

The terms and conditions, including interest rates, attaching to the above loans are given in the narrative below:

(a) The capital amount of $8.1 million was repayable in semi-annual installments of $1.9 million which commenced on November 17, 1999 and terminated on November 17, 2002. The Company pledged all its shares in Buffelsfontein Gold Mines Limited and Blyvooruitzicht Gold Mining Company Limited to BoE Merchant Bank. Joint and several guarantees have been given by all the South African based companies within the Group, for the performance in full on the due date. Buffelsfontein Gold Mines Limited had provided (R60 million) $8.8 million of the gold "lock up" (residual gold content in the mill) contained in the Hartebeestfontein gold plant, as security for the loan. A general notarial bond over all moveable assets of Buffelsfontein Gold Mines Limited to the value of $8.8 million was registered in favor of BoE Merchant Bank. A general notarial bond is a security interest over all of the debtor's movable assets in general, including movable assets which the debtor may subsequently acquire. A general notarial bond does not create a true limited right but merely gives the creditor a limited preference over concurrent creditors in the distribution of the portion of the debtor's estate that is not subject to any preferential rights. The loan was repaid during fiscal 2003.

(b) On July 18, 2002, Blyvooruitzicht Gold Mining Company Limited ("Blyvoor") entered into a loan agreement with IDC for R65 million ($8.7 million) specifically for financing capital expenditures

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incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank of Southern Africa Limited on overdraft. As of June 30, 2003, the interest rate on this loan stood at 14.5% per annum and $5.7 million had been drawn down. The loan is repayable in 48 monthly installments starting from September 2003.

The loan was secured by a special notarial bond over the Blyvoor metallurgical plant. The loan agreement prohibits the Company from disposing of or further encumbering the assets covered by the special notarial bond and places restrictions over its ability to change the business of Blyvoor.

A special notarial bond is a security interest in specified movable assets. When properly passed over corporeal moveable assets and registered, a special notarial bond constitutes a real right of security in the property. This means that the creditor may have the mortgaged property sold on default of the principal debt and obtain payment out of the proceeds of the sale, even if the property is alienated to an innocent third party. The creditor has a preference as a secured creditor in the proceeds of a forced sale of the property, whether sold on insolvency of the debtor or in execution. The security is subject to any prior encumbrance on the mortgaged property.

(c) On June 8, 1999, Crown Gold Recoveries (Pty) Ltd entered into a loan agreement with the IDC. The capital amount of $3.7 million is repayable in 47 equal monthly installments which commenced on May 1, 2000. Interest on the loan is 2.5% below the prime overdraft rate per annum. A commitment fee of 1% on the loan amount plus 0.5% per annum on the amount of each drawing is payable to IDC. The loan is secured by a special notarial bond over moveable assets. 60% of CGR was sold to KBH on July 1, 2002 and thereafter the Company accounts for its investment in CGR under the equity method.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) On November 20, 1997, Dome Resources NL entered into a loan agreement with the Mineral Resources Development Company (Proprietary) Limited, or MRDC by which MRDC provided a loan to Tolukuma Gold Mine, or Tolukuma denominated in Australian dollars. The loan is repayable in 4 equal semi-annual installments, with the first payable June 30, 2002 and the last payable December 31, 2003. Interest is payable at 9% per annum. The loan is secured by a fixed and floating charge over the assets of Tolukuma.

Fixed and floating charges are encumbrances taken under Australian law over all assets of the debtor including the current assets. With a fixed charge, a lender or creditor has a charge over and claim to a particular asset of the borrower (debtor) as security for a debt. With a floating charge the creditor's charge or claim is not lodged over one particular asset of the borrower but fixes on a specific asset or assets if the borrower defaults. This process of fixing on an asset or group of assets is called "crystallisation of the charge". A floating charge leaves the debtor free to sell, buy and vary the assets subject to the charge until he or she defaults, at which time the floating charge crystallises and the lender can transact with any of the assets then existing.

(e) The mortgage loan bears interest at 0.75% below prime lending rate offered by First National Bank of South Africa Limited on overdraft. The loan is repayable over 60 months, which commenced on July 1, 1999 and is collateralized by a first covering mortgage bond over Stand 752, Parktown Extension 1 and a deed of suretyship signed by the Company.

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(f) In November 2000, Dome entered into a master finance lease agreement with Volvo Truck Finance Australia (Pty) Ltd, or Volvo, for the lease of two articulated dump trucks to transport ore from the mine in Tolukuma to the metallurgical plant. At the termination of the lease, the equipment will be returned to Volvo. The initial value of the lease was A$1 million. The principal is paid in 35 equal monthly installments starting in December 2000. The lease bears interest at a rate of 12% per annum.

(g) On August 22, 2001, the Company entered into an agreement with Bank of South Pacific Limited by which Bank of South Pacific Limited provided a loan to Tolukuma denominated in Australian dollars. The loan is repayable in equal monthly payments of principal and interest over a period of three years, starting in July 2002 and ending in July 2005. Interest is payable at the Indicator Lending Rate in Papua New Guinea plus 4% per annum. The loan is secured by a fixed and floating charge over the assets of Tolukuma, Dome Resources (PNG) Ltd and Dome Resources NL, including uncalled and unpaid capital. The Company has provided guarantee for this facility. Unpaid or uncalled capital means shares that are authorized but unissued.

(h) During the fourth quarter of fiscal 2002, the Company closed out its hedge position with JP Morgan Chase Bank recording a loss on the close out of the positions. The loan bore no interest and the amount was repaid during fiscal 2003. This loan is carried at fair value. The loan was secured against the gold "lock up" value in the plants at West Witwatersrand Gold Mines Limited, Blyvooruitzicht Gold Mining Company Limited and Buffelsfontein Gold Mines Limited.

(i) In September 2001 the company voluntarily accepted liability for certain post-retirement medical benefits of employees who were members of various medical schemes arranged by the company. The liability is payable over five years, bears no interest and is unsecured.

(j) During the fourth quarter of fiscal 2002, the Company closed out its hedge position with J Aron & Company recording a loss on the close out of the positions. The liability is payable over the next 12 months and is unsecured and bears no interest. This loan is carried at fair value. See note 19.

(k) During the fourth quarter of fiscal 2002 the Company closed out its hedge position with UBS AG recording a loss on the close out of the positions. The liability is payable over the next 12 months and is unsecured and bears no interest. This loan is carried at fair value. (refer

(l) On November 12, 2002, the Company issued $66,000,000 of 6% Senior Convertible Notes due November 2006, in a private placement. The interest payments of 6% per annum are payable semi-annually on May 12 and November 12 of each year. The Company issued the notes at a purchase price of 100% of the principal amount thereof. If not converted, or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006.

The notes are convertible at any time at the option of the holder into the Company's ordinary shares, or, American Depositary Shares, or ADS's, at a conversion price of $3.75 per share or ADS, subject to adjustment in certain events if the cumulative adjustments amount to 1% or more of the conversion rate.

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The Company may redeem the notes, in whole or in part, at any time after November 12, 2005, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued original issue discount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption on giving not less than 30 nor more than 60 days notice if (1) the closing price of its ADSs on the Nasdaq SmallCap Market or substitute national securities exchange has exceeded 150% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day immediately before the date of mailing of the provisional redemption notice and (2) the shelf registration statement covering the resale of the notes and the ordinary shares and ordinary shares underlying the ADSs issuable upon conversion of the notes is effective and available for use and is expected to remain effective and available for use for 30 days following the provisional redemption date, unless registration is no longer required.

The notes were only offered to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act. If there is a change in control of the Company, holders of the notes have the right to require it to repurchase their notes.

In connection with the offering of the notes, the Company entered into a registration rights agreement with the initial purchaser of the notes. This agreement obligated the Company to file with the SEC a shelf registration statement with respect to the offer and sale of the notes and the ordinary shares or the ordinary shares underlying the ADSs issuable upon conversion of the notes. On September 30, 2003 the SEC declared effective the Company's registration statement on Form F-3 pertaining to the notes. To date, no notes have been converted.

In connection with the registration process of the notes, the Company incurred liquidated damages in the amount of $1,188,000, which have been included in Interest expense in the statement of operations.

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The notes are presented in the consolidated balance sheet as follows:

June 30, 2003 June 30, 2002 $'000 $'000 Original principal amount 66,000

Liability portion 49,382 Derivative portion(3) 16,618

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Unamortized issuance costs(1) (3,044) Interest accrued(2) 4,669 Interest payment (1,980) Change in fair value of derivative portion(3) (2,946) Foreign exchange difference (1,277)

61,422

Consisting of 61,422

Liability portion 47,750 Derivative portion(3) 13,672

(1) The issuance costs relating to the notes have been capitalized, and are being amortized over the life of the instrument.

(2) Interest on the notes is calculated on the effective yield basis, at an effective rate of 7.05% per annum.

(3) The conversion option embedded in the notes is accounted for as a derivative instrument under SFAS133. The option does not qualify for hedge accounting. The embedded derivative instrument is carried at fair value, such fair value being determined on the residual cash flow method, with changes in fair value included in the statement of operations in the period in which the change occurs and classified as Profit/Loss on Derivative Instruments. Fair value under the residual cash flow method has been compared to fair value determined under the Black Scholes Model for reasonability.

Long-term loans are scheduled for repayment in the 12 months to:

2003 2002 $'000 $'000 30 June 2003 15,965 30 June 2004 19,068 23,895 30 June 2005 7,223 919 30 June 2006 6,112 289 30 June 2007 49,814 265

82,217 41,333

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The Group has undrawn committed borrowing facilities of $3.0 million from the Industrial Development Corporation and bank overdraft facilities of $4.0 million of which $3.9 million had been utilized at year end.

16. STOCKHOLDERS' EQUITY

During the year ended June 30, 2001, the Company issued 19,320,000 no par value shares at market value to certain institutional investors in exchange for gross cash proceeds of $14.8 million.

During the year ended June 30, 2001, the Company issued 125,082 no par value shares at market value in respect of a further equity stake Dome NL.

During the year ended June 30, 2001, the Company issued 8,000,000 no par value shares at market value for cash in order to settle its obligation to iProp Limited.

The Company issued 350,000 market value ordinary shares to The Corner House (Pty) Limited for services rendered during 2001. The shares were recorded at their market value when issued, aggregating $0.3 million.

June 30, 2002

During the year ended June 30, 2002, the Company issued 12,000,000 at market value no par value shares to certain institutional investors in exchange for gross cash proceeds of $43.5 million.

June 30, 2003

During the year ended June 30, 2003, in a transaction consistent with its Black Empowerment strategy, the Company issued 4,794,889 shares at market value no par value shares to Khumo Bathong Holdings (Pty) Ltd in exchange for gross cash proceeds of $6.8 million.

Cumulative preference shares

The terms of issue of the cumulative preference shares are that they carry the right, in priority to the Company's ordinary shares, to receive a dividend equal to 3% of the gross future revenue generated by the exploitation or the disposal of the Argonaut mineral rights acquired from Randgold & Exploration Company Limited in September 1997.

If the preference dividend described above in respect of any prescribed period is in arrears for more than six months at the date on which the notice convening a general meeting is posted to the Company's members, the holder of the cumulative preference share shall be entitled to vote on all the resolutions which are to be proposed at the general meeting. The holders are also entitled to vote if a resolution is to be proposed at the general meeting which adversely affects the rights attached to the cumulative preference shares, or the disposal of the whole or substantially the whole of the undertaking of the Company or the whole or the greater part of the assets of the Company or for the disposal of the whole or greater part of the mineral rights. Additionally, holders of the cumulative preference shares will obtain voting rights once the Argonaut Project becomes an operational gold mine. To date,

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no revenues have been derived from the Argonaut Project mineral rights and it has yet to be developed into an operational gold mine.

17. PROFIT/(LOSS) PER SHARE

Profit/(loss) per share is calculated based on the profit/(loss) divided by the weighted average number of shares in issue during the year. Fully diluted profit/(loss) per share is based upon the inclusion of potential common shares with a dilutive effect on profit/(loss) per share.

For the year ended June 30, 2003

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Profit Per-share Shares $000 amount (Denominator) (Numerator) $ cents Basic profit per share Shares outstanding July, 1, 2002 177,173,485 Weighted average number of shares issued2003 6,127,180

Profit available to stockholders 11,374 183,300,665 6

Fully diluted profit per share Weighted average number of shares as per basic profit per share 183,300,665 Dilutive effect of shares underlying Convertible Notes (2,598) 11,090,411 Weighted average dilutive number of shares underlying staff options 2,943,230 allocated

Profit available to stockholders 8,776 197,334,306 4

For the year ended June 30, 2002 Basic and fully diluted loss per share Shares outstanding July 1, 2001 154,529,578 Weighted average number of shares issued2002 7,135,070

Loss available to stockholders (51,709) 161,664,648 (32)

Anti-dilutive shares (shares underlying staff options allocated) 6,550,156

For the year ended June 30, 2001 Basic and fully diluted loss per share Shares outstanding July 1, 2000 120,990,746 Weighted average number of shares issued2001 13,640,253

Loss available to stockholders (84,481) 134,630,999 (63)

Anti-dilutive shares (shares underlying staff options allocated) 22,188,337

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The Company has authorised but not issued 10,000,000 Durban Deep "C" options at an exercise price of R15 per ordinary share which are exercisable at any time during the period from the date on which the option is issued to a date not later than five years from the date of issue.

There is no dilution in loss per share for the fiscal years ended June 30, 2002 and 2001 as the effect of dilutive securities in issue would have been anti-dilutive as the Company recorded losses for each of the two years.

18. EMPLOYEE BENEFIT PLANS

Pension and provident funds

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Group participates in a number of industry-based retirement plans. All plans are governed by the Pension Funds Act, 1956. All the pension funds are actuarially valued at intervals of not more than three years using the projected benefit valuation basis. All pension funds have been valued during the last three years and were certified to be in a sound financial position. The provident funds are funded on the "money accumulative basis" with the members' and Company's contributions having been fixed in the constitutions of the funds.

The majority of the Group's employees are covered by the above-mentioned funds. Fund contributions by the Group for the year ended June 30, 2003 amounted to $6.4 million (year ended June 30, 2002: $4.9 million; year ended June 30, 2001: $5.7 million).

Post-retirement benefits other than pensions

Prior to the Company's acquisition of Blyvooruitzicht Gold Mining Company Limited, skilled workers (clerical workers and mine management) at that operation participated in multi-employer plans, which paid certain medical costs. Employer contributions were determined on an annual basis by the funds. Qualifying dependants received the same benefits as active employees. This benefit was no longer offered to employees joining subsequent to the acquisition.

Currently, no post-retirement benefits are available to workers who are not part of the above multi-employer plans.

A subsidiary of the Company has voluntarily accepted liability for certain post-retirement medical benefits of employees who were members of various medical schemes arranged by the Company. The fixed amount, which was determined based on negotiations between the Company and the fund, is payable over the next five years, bears no interest and is unsecured. (See note 15(i)). The full cost of $1.8 million was expensed in fiscal 2002 in the Statement of Operations.

Long service awards

The Group participates in the Chamber of Mines of South Africa Long Service Awards Scheme or the Scheme. The Scheme does not confer on any employee or other persons any right of payment of any award. In terms of the scheme, bonus payments may be made to certain employees, usually semi-skilled, upon reaching the age of 55, who have completed 15 years of continuous service in South African gold mining companies which are members of the Chamber of Mines of South Africa and the

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Employment Bureau of Africa, provided such service is not pensionable service. The Scheme lays down the rules under which an employee may be eligible for the award. The award is paid by the company for which the employee works upon becoming eligible for the award and electing to receive payment. All awards must be confirmed by the Chamber of Mines of South Africa before payment. The amount of the award is based on both the employee's skill level and years of service with qualified gold mining companies. Due to the nature of the award and the uncertainty surrounding the ultimate payment of the award by the Company, no provision is made for any potential payment. During fiscal 2003, the Company expensed $0.1 million related to the long service awards (fiscal 2002: $0.1 million).

Share option plan

(a) Details of scheme

The Company has an Employee Share Option Scheme, or ESOS under which all employees may be granted options to purchase shares in the Company's authorized, but unissued common stock. Unissued shares that have been reserved for the ESOS may not exceed 15% of the number of issued ordinary and preferred ordinary shares.

On October 24, 1997, the terms of the ESOS were amended. The amended terms applied to options outstanding at the date of the amendment and options to be issued thereafter. The exercise price of options is the lowest seven day trailing average of the closing market prices of an ordinary share on the Johannesburg Securities Exchange, or JSE, as confirmed by the Company's directors, during the three

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document months preceeding the day on which the employee is granted the option. Prior to the amendment, the exercise price was the closing JSE market price on the day preceding the grant date of the option. The vesting period for options is determined by the directors.

All options expire ten years after grant date.

During the fiscal years 1998 to 2003, the Company issued options, one quarter of which were exercisable six months after grant date, a further quarter of which are exercisable twelve months after

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grant date and a further quarter of which are exercisable annually thereafter. Share options activity in respect of these options was as follows:

Outstanding Exercisable Average Average price per Number of Number of price per share Shares Shares share Rand Rand Balance at June 30, 2000 7,879,753 8.88 2,890,938 9.17 Granted 6,244,000 6.30 Exercised (1,333,750) 7.06 Forfeited/lapsed (977,750) 8.72

Balance at June 30, 2001 11,812,253 7.73 4,712,250 8.97 Granted 3,067,370 13.28 Exercised (8,599,321) 7.95 Forfeited/lapsed (679,938) 8.88

Balance at June 30, 2002 5,600,364 10.30 199,000 9.54 Granted 3,113,500 23.04 Exercised (2,055,944) 8.26 Forfeited/lapsed (1,012,863) 11.85

Balance at June 30, 2003 5,645,057 17.62 931,205 19.43

For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2003 at exercise prices which exceeded the market price of the stock on grant date was Rnil (2002: Rnil; 2001: R1.90). The weighted average grant date fair value of the above options granted in 2003 at exercise prices, which were less than the market price of the stock on grant date, was R8.07 (2001: R15.43; 2000: R2.96).

The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2003 2002 2001

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Expected life (in years) 4 4 4 Risk free interest rate 10.74% 11.19% 12.59% Volatility 47% 46% 70% Dividend yield 0% 0% 0%

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During fiscal 1998, the Company also issued certain options which were exercisable immediately, but which vested over a period of twelve months. Share options activity in respect of these options was as follows:

Outstanding Exercisable

Average Average Number of price per Number of price per Shares share Shares Share SA Rand SA Rand Balance at June 30, 2000 45,250 7.00 45,250 7.00 Exercised (10,000) 7.00 Forfeited/lapsed (11,000) 7.00

Balance at June 30, 2001 24,250 7.00 24,250 7.00 Exercised (20,000) 7.00 Forfeited/lapsed (1,250) 7.00

Balance at June 30, 2002 3,000 7.00 3,000 7.00 Exercised Forfeited/lapsed (3,000) 7.00

Balance at June 30, 2003

For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 was R2.67. These options had an exercise price equal to the market price of the stock on grant date.

The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

1998 Expected life (in years) 1 Risk free interest rate 15.25% Volatility 85% Dividend yield 0%

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During 1998, the Company also issued certain options which vested and were exercisable six months after grant date. Share options activity in respect of these options was as follows:

Outstanding Exercisable

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Average Average Number of price per Number of price per Shares share Shares share SA Rand SA Rand Balance at June 30, 2000 293,000 10.69 293,000 10.69 Forfeited/lapsed (21,000) 11.10

Balance at June 30, 2001 272,000 10.66 272,000 10.66 Exercised (248,500) 10.61 Forfeited/lapsed (23,500) 11.10

Balance at June 30, 2002

For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 at exercise prices which exceeded the market price of the stock on grant date was R2.54. The weighted average grant date fair value of the above options granted in 1998 at exercise prices, which were less than the market price of the stock on grant date, was R8.90.

The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

1998 Expected life (in years) 1 Risk free interest rate 14.22% Volatility 85% Dividend yield 0%

During 2001, the Company also issued certain options which vested immediately. Share option activity in respect of these options was as follows:

Outstanding Exercisable

Average Average Number of price per Number of Price per Shares share SA shares Share SA Rand Rand Balance at June 30, 2000 Granted 3,200,000 6.18 Exercised (3,200,000) 6.18

Balance at June 30, 2001

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For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2001 at exercise prices, which were less than the market price of the stock on grant date, was R3.02.

The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2001 Expected life (in years) 0.1 Risk free interest rate 11.08% Volatility 72% Dividend yield 0%

During 2001, the Company also issued certain options, 51% which were exercisable immediately and the remainder after 6 months. Share options activity in respect of these options was as follows:

Outstanding Exercisable Average Average Price per Number of Number of Price per Share shares shares Share SA Rand SA Rand Balance at June 30, 2000 Granted 2,345,000 4.52 Exercised (1,200,000) 4.52

Balance at June 30, 2001 1,145,000 4.52 Exercised (1,145,000) 4.52

Balance at June 30, 2002

The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2001 Expected life (in years) 0.5 Risk free interest rate 11.23% Volatility 72% Dividend yield 0%

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During 2002, the Company issued certain options, 25% which were exercisable immediately and the remaining 75% in equal tranches after 6, 12, 24 and 36 months. Share options activity in respect of these options was as follows:

Outstanding Exercisable

Average Average Number of price per Number of Price per Shares share Shares Share SA Rand SA Rand Balance at June 30, 2001 Granted 1,000,000 15.81

Balance at June 30, 2002 937,500 15.81 187,500 15.81 Granted Exercised (227,125) 15.81 Forfeited/lapsed (78,750) 15.81

Balance at June 30, 2003 631,625 15.81 305,375 15.81

For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices, which were less than the market price of the stock on grant date, was R19.08.

The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2002 Expected life (in years) 3 Risk free interest rate 12.58% Volatility 49.7% Dividend yield 0%

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During 2002, the Company issued certain options, which were exercisable immediately. Share options activity in respect of these options was as follows:

Outstanding Exercisable

Average Average Number of price per Number of price per Shares share Shares Share SA Rand SA Rand Balance at June 30, 2001 Granted 611,000 8.37 Exercised (591,708) 8.37 Forfeited/lapsed (10,000) 8.37

Balance at June 30, 2002 9,292 8.37 9,292 8.37 Granted Exercised (9,292) 8.37

Balance at June 30, 2003

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

2002 Expected life (in years) 0 Risk free interest rate 12.79% Volatility 23.42% Dividend yield 0%

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The following tables summarize information relating to all employee stock options outstanding at June 30, 2003:

Tables are denominated in South African Rands, or R, where applicable:

Outstanding Exercisable

Weighted Weighted Weighted Number of average Average Number of average Shares contractual Exercisable Shares exercise Life (in years) price price

R R

Range of exercise price (R) R 3.11 to R 4.68 246,150 7.58 4.52 18,233 4.52 R 4.69 to R 6.99 613,053 7.29 6.45 30,000 6.54 R 7.00 to R 10.50 562,625 6.90 7.43 99,375 8.09 R 10.51 to R 14.35 30,000 7.37 10.68 20,000 10.75 R 14.36 to R 27.55 3,758,154 9.32 18.26 811,797 17.33 R 27.56 to R 36.08 1,066,700 9.23 29.34 257,175 29.37

6,276,682 1,236,580

(b) Pro-forma information

The Company has elected to follow APB Opinion No. 25 "Accounting for Stock Issued to Employees". $4,312,759 of stock-based compensation cost was recognized as an expense in the year ended June 30, 2003 (June 30, 2002: $2,503,571; June 30, 2001: $2,933,625).

Pro-forma information regarding net income and earnings per share is required by SFAS No. 123. This information is required to be determined as if the Company had accounted for its employee stock options, granted subsequent to December 31, 1995, under the fair value method of that statement. The fair value of options granted in 2003, 2002 and 2001 reported below has been estimated at the date of grant using a Black Scholes option pricing model with the weighted average assumptions referred to above.

The Black Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models required the input of highly subjective assumptions including the expected stock price volatility. Because the Company's options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of its options.

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For purposes of pro-forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro-forma information follows (thousands except for earnings per share information):

Year ended Year ended Year ended June 30, June 30, June 30, 2003 2002 2001 Net profit/ (loss) attributable to common stockholders ($'000) as stated ($'000) 11,374 (51,709) (84,481) pro-forma ($'000) 10,826 (51,981) (86,184) Basic profit/ (loss) per share as stated (cents) 6 (32) (63) pro-forma (cents) 6 (32) (64) Diluted profit/ (loss) per share as stated (cents) 4 (32) (63) pro-forma (cents) 4 (32) (64)

The impact on pro-forma net income and earnings per share in the table above may not be indicative of the effect in future years. The Group continues to grant stock options to new employees. This policy may or may not continue.

19. FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents

The carrying value of cash and cash equivalents approximates their fair value due to the short term maturity of these deposits. In addition, the Group minimizes its credit risk by placing cash and cash equivalents with major banks and financial institutions located in South Africa, after evaluating the credit ratings of the respective financial institutions. The Group believes that no concentration of credit risk exists in respect of cash and cash equivalents.

Derivative instruments

In the normal course of its operations, the Group is exposed to commodity price, currency, interest, liquidity and credit risks. Among other reasons, the Company entered into transactions, which make use of derivative instruments to economically hedge certain exposures. These instruments include forward contracts, gold lease rate swaps and options. The decision to use these types of transactions is based on the Company's hedging policy. Although most of these instruments are used as economic hedges, none of them qualify for hedge accounting and, consequently, all of these instruments are marked-to-market through statements of operations in accordance with SFAS 133. Currently, the Company has no positions that meet the criteria for the normal purchase/normal sale exemption under SFAS 133, Accounting for Derivative Instruments and Hedging Activities.

Commodity price risk

The market price of gold has a significant effect on the Company's results of operations, its ability and the ability of its subsidiaries to pay dividends and undertake capital expenditures, and the market

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price of its ordinary shares and ADSs. Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which the Company has no control. The aggregate effect of these factors on the gold price is impossible for the Company to predict. The price

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of gold may not remain at a level allowing the Company to economically exploit its reserves. It is not the Company's policy to hedge this commodity price risk.

Until May 2002 the Company used forwards, options and swaps to reduce its risk exposure to volatility in the gold price. The total gold production committed under the Company's hedging program as of July 1, 2001 was 802,625 ounces over a three-year period. Consequently, the Company's shareholders were exposed to opportunity loss as a result of an increase in the price of gold.

During fiscal 2002, the Company's management reached the conclusion that its hedge book structure would make it difficult for it to accomplish its strategy of providing its investors with exposure to movements in the price of gold, as gains from increases in the price of gold would be offset against potential losses on the forward contracts.

As a result of this decision, in May 2002 the Company entered into equal and opposite positions of all outstanding derivatives (excluding the embedded "gold for electricity" contract) to effectively close them out and eliminate any existing commitment to sell its gold production. The loss that the Company realized on the existing positions was $72.8 million. The various counterparties, J.P. Morgan Chase Bank, J. Aron & Company and UBS AG, each agreed to accept a portion of the amounts due to them under the restructuring immediately in cash, which amounted to approximately $38.1 million, with the remainder, which amounts to approximately $34.7 million, to be paid over an 18 month period. Thus, these are treated as long-term loans. Of this amount, $6.6 million due to J.P. Morgan Chase Bank was secured by a general notarial covering bond and surety mortgage over the metallurgical plants of the Blyvoor, West Wits and Buffels Sections and was due to be repaid by June 2003. The Company repaid the full amount to J.P. Morgan Chase Bank on March 26, 2003 and obtained a release of these assets. During the September 2003 quarter, both J. Aron & Company and UBS AG were paid in full.

Gold for electricity contract

In October 2000 the Company entered into a five year contract to buy electricity from Eskom. Under the terms of the Company's agreement, the Company pays Eskom standard electricity tariff for all energy it consumes, including the 75 GWh per month specified in the contract. In addition, every 12 month-period starting in October the Company adjusts the amounts paid in that period in accordance with an established formula based on the gold price.

The gold price adjustment is based on the notional amount of 15,000 ounces of gold per month multiplied by the difference between the contracted gold price, which is the price that was agreed on the date of the transaction for a determined period, and the arithmetic average of London PM fix for each business day in the calculation period.

This contract expires in September 2005.

The Company concluded that (1) the contract in its entirety does not meet the definition of a derivative instrument and therefore it does not have to be carried on the balance sheet at fair value

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(2) the embedded gold for electricity forward contract possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (3) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. Accordingly, the embedded derivative was separated from the host contract and carried at fair value.

As discussed in note 13 to the financial statements, the fair value of the gold for electricity contract was a liability of $30.9 million as at June 30, 2003 (2002: a liability of $80.2 million). The fair value reflects the difference between the price that was agreed on the date of the transaction and the forward price on June 30, 2003. Therefore, the $30.9 million reflects the loss as at June 30, 2003 when the gold price was R2,585 per ounce against an average contract price of R2,182 per ounce. If the spot-Rand-gold price is trading above the strike price of the Gold-for-electricity swap, the instrument has a negative value and will result in the Company paying Eskom. Similarly, if the spot-Rand-gold price is trading below the strike price of the Gold-for-electricity swap, Eskom would pay the Company.

2004 2005 2006 Gold for electricity contract (by maturity) Ounces (notional) 180,000 180,000 45,000 Average price (R/ounce) 2,176.00 2,240.00 2,256.00

The above table reflects the number of ounces committed and the average contract price over the remaining period of the contract.

A forward contract is an agreement where one party promises to buy an asset from another party at some specified time in the future at some specified price. No money changes hands until settlement, which normally takes place at maturity date. In the case of the gold for electricity contract signed with Eskom, the gold for electricity swap has to be net cash settled.

For the year ending June 30, 2004 Put options bought (by maturity) Ounces 14,000 Average price (R/ounce) 1,990.00

Put options bought refer to the right, but not the obligation to sell a predetermined amount of gold at a predetermined price on a predetermined date. The fair value of these instruments as at June 30, 2003 was nil.

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Other positions:

The Company has entered into the following transactions which have been accounted for in the financial statements on a mark-to-market basis and which mature in the financial years indicated.

For the year ending June 30, 2004 Gold lease rate swaps (by maturity) Volume (ounces) 109,875 Rate 0.20%

A gold lease rate swap is a contract whereby the Comany and a counterparty select a notional amount of gold, and thereafter over the life of the contract one party pays a fixed lease rate based on that amount of gold and the other party pays a floating lease rate based on the same amount of gold.

The Company has exposure to increases in the three-month lease rate up to June 2004. The volume the swap is based on decreases every quarter until it reaches zero (by June 2004). Every quarter the Company receives a fixed cash flow equal to 0.2% per annum of the volume and $280/oz, and pays the three-month floating lease rate converted at the then market spot rate. The fair value of the gold lease rate swaps as at June 30, 2003 was a liability of $0.2 million (2002: a liability of $0.4 million).

For the year ending June 30,

2004 2005 2006 Call position bought (by maturity)

During the financial year the Company bought call options as a risk management tool to protect the maximum exposure on the gold for electricity contract. Options covering a total of 272,110 ounces were purchased for $14.9 million. These contracts expire by September 2005

The fair value of the call positions bought was an asset of $6.6 million as at June 30, 2003.

Concentration of credit risk

The Company believes that the Group's financial instruments do not represent a concentration of credit risk, because the Group deals with a variety of major banks and financial institutions located in South Africa and Australia, after evaluating the credit ratings of the representative financial institutions. Furthermore, its debtors and loans are regularly monitored and assessed for recoverability. Where it is appropriate to raise a provision, an adequate level of provision is maintained.

In addition, the Group's South African operations all deliver their gold to Rand Refinery Limited which refines the gold to saleable purity levels and then sells the gold, on behalf of the Group, on the bullion market. The gold is sold by Rand Refinery on the same day as it is delivered and settlement is

F-54

made within two days. Once the gold has been delivered to Rand Refinery, the risks and rewards of ownership have passed.

The Australasian operations deliver their gold to one customer, N M Rothschild and receive proceeds within two days. The concentration of credit risk in Australia is mitigated by the reputable nature of the customer and the settlement of the proceeds within two days.

Foreign currency risk

The Group's functional currency for the South African operations is the South African Rand and for the Papua New Guinea operations it is the Papua New Guinea Kina. Although gold is sold in Dollars, the Company is obliged to convert this into Rands for its South African operations in terms of SARB regulations. The Company is thus exposed to fluctuations in the Dollar/South African Rand exchange rate. The Company conducts its operations in South Africa and Papua New Guinea. Currently, foreign exchange fluctuations affect the cash flow that it will realize from its operations as gold is sold in Dollars while production costs are incurred primarily in Rands and Papua New Guinean Kina. The Company's results are positively affected when the Dollar strengthens against these foreign currencies and adversely affected when the Dollar weakens against these foreign currencies. The Company's cash and cash equivalent balances are held in Dollars, Rands and Papua New Guinean Kina; holdings denominated in other currencies are relatively insignificant. Certain of the Company's financial liabilities are denominated in a currency other than the Rand (refer to note 15). The Company is thus exposed to fluctuations in the Rand with the relevant currency. The Company has not entered into any foreign exchange hedging contracts to attempt to mitigate its foreign currency risk.

Interest rates and liquidity risk

Fluctuations in interest rates impact on the value of short term cash investments and financing activities, giving rise to interest rate risks.

In the ordinary course of business, the Group receives cash from its operations and is required to fund working capital and capital expenditure requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimizing risks. Funding deficits for the Group's mining operations have been financed through the issue of additional shares and external borrowings. Lower interest rates result in lower returns on investment and deposits and also may have the effect of making it less expensive to borrow funds at then current rates. Conversely, higher interest rates result in higher interest payments on loans and overdrafts.

Interest rate swap agreement

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document An interest rate swap agreement was entered into in November 2002 to manage the exposure to changes in interest rates with regard to the interest payable on the convertible notes (refer to note 15). The fixed interest rate (in US dollars) was swapped for a floating South African interest rate, calculated at the Johannesburg Inter Bank Acceptance Rate, or JIBAR, plus 0.2% per annum.

As discussed in note 13 to the financial statements, the fair value of the interest rate swap agreement was a liability of $1.8 million as at June 30, 2003.

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Fair value of financial instruments

The following table represents the carrying amounts and fair values of the Group's financial instruments outstanding at June 30.

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

June 30, 2003 June 30, 2002 June 30, June 30, 2003 $'000 $'000 2002 $'000 Carrying Carrying $'000 Fair value amount amount Fair value Financial assets Cash and cash equivalents 44,423 44,423 23,852 23,852 Accounts receivable 23,805 23,805 12,213 12,213 Financial assets 6,563 6,563 Listed investments 7,927 7,927 149 149 Investment in environmental trusts 17,903 17,903 12,143 12,143

Financial liabilities Accounts payable and other liabilities 49,964 49,964 45,862 45,862 Bank overdrafts 3,897 3,897 532 532 Financial liability 32,721 32,721 80,174 80,174 Long term debt long term portion 63,149 63,149 25,368 25,368 short term portion 19,068 19,068 15,965 15,965

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and short term borrowings approximates their fair values due to the short term maturities of these assets and liabilities.

The fair value of listed investments has been determined by reference to the market value of the underlying investments. The investment in the environmental trusts is invested primarily in interest bearing securities, which approximate their fair value.

20. COMMITMENTS AND CONTINGENT LIABILITIES

June 30, 2003 June 30, 2002 $'000 $'000 Capital expenditure commitments: Contracted but not provided for in the financial statements 13,299 550 Authorized by the directors but not contracted for 9,724 2,130

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Taxation

The South African Revenue Service is currently concluding a review of the company's employees tax and value-added tax compliance. The reviews cover the period from March 1997 to February 2002. Any non-compliance with the provisions of the South African Income Tax Act or Value-Added Tax Act could result in assessments being raised against the company. Management is unable to determine the quantum, if any, of any such assessments at this stage.

Environmental

In past years, the Company received financial assistance in the form of pumping subsidies from the South African Government for the removal of extraneous water from its underground mine workings. The South African government withdrew this assistance effective April 1, 1998. The Company expects that progressive flooding at its Durban Deep and West Wits Sections will eventually cause the discharge of polluted water to the surface and to local water sources. However, at this time, water has not begun to flood to the surface at these Sections. The Company has ceased operations at these Sections.

The Durban Deep Section is located within the geographical area known as the central basin which stretches from the Durban Deep Section in the west to ERPM in the east. ERPM currently has an active pumping program in place and also a program to seal all points of water ingress which are not currently in use. This program has been substantially completed. Most of the mining and pumping in this geographical area has ceased. As a result, the entire basin is experiencing flooding. The Company has developed a program, in close collaboration with the Department of Minerals and Energy, to progressively seal off all potential ingress points at the Durban Deep Section and this program is substantially underway. The Company anticipates that this program will be completed by May 2005. The Company estimates that if ERPM were to cease pumping entirely, water would begin to flood to the surface in the Central Basin within seven years which would have an immediate impact on the surrounding areas.

The West Wits Section is located in the geographical area known as the western basin. There is no hydraulic continuity between the western basin and the central basin. Water has already begun to flood to the surface in this area from other neighboring mining operations. However, there has been no flooding of water to the surface on any of the Company's properties located in the western basin. This water is of poor quality, containing heavy metals, sulphates and other pollutants.

Because of this, the Department of Water Affairs and Forestry, or DWAF, requires that this water be temporarily directed into Robinson Lake to prevent it from reaching the Tweelopiesspruit, which is a local stream. If the water were to reach this stream, it could pollute the neighboring communities, the Krugersdorp Game Reserve and the Sterkfontein Caves located nearby. A forum on which the Company is represented has been established in consultation with DWAF, the Department of Minerals and Energy, the Department of Agriculture, Conservation, Environment and Land and other neighboring mining operations to address and manage the impact of the current flooding in the area. Similar to the Durban Deep Section, the Company has developed a program to progressively seal all potential ingress points at the West Wits Section. The Company anticipates that this program will also be completed by May 2005.

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The sealing of all potential ingress points at these operations will be a permanent measure. All plugs used have been approved by the Department of Minerals and Energy which also performs periodic inspections during the sealing phase to monitor progress. However, despite these sealing programs, naturally occurring water conduits and other geological features which are not mine related and may not be located on mine property will allow surface water, especially storm runoff, to reach underground aquifers. This will eventually cause water levels to rise and allow polluted water to discharge to the surface.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Due to the sources of flooding and the potential number of parties involved, the Company cannot estimate the amount of any potential liability attributable to it. However, in the event of joint and several liability, the amounts could be significant.

The Blyvoor Section has its own unique environmental risks, due to its dolomitic geology and geohydrology, sinkholes and subsidences which require remediation using appropriate cost-effective filling techniques. The Blyvoor Section is an active mining operation and pumps water to the surface in the amount of 460,000 cubic feet per day. Most of this water is discharged into the Wonderfontein Spruit, which is a local stream. Water from the Doornfontein mine is also discharged into the Grootdraai Dam. Several other neighboring mining operations also discharge water into this area. The surrounding area comprises agricultural land and mining towns. The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in the dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. The Blyvoor Section is currently in operation and monitors all water discharge as required by its environmental management program. This water is known as "fissure water" and is generally of good quality. Therefore, the Company believes that the contribution of this "fissure water" to water pollution in the area is minimal. The Company is also considering a plan to purify a portion of the water to potable standards for its own use at the Blyvoor Section.

The Company has not conducted an assessment of the full scope of such potential environmental damage. This is because the impact of the Company's discharge cannot be addressed without addressing the impact from the discharge of other neighboring mining operations. These include operations owned by Harmony Gold Mining Company Limited, AngloGold Limited and Gold Fields Limited. The Far West Rand Dolomitic Water Association, of which all mining operations in the area are members, has undertaken two studies. One study addresses the methodologies proposed for filling in sinkholes and subsidences and was completed in January 2003. The second study, will address the impact of the flooding on the dolomitic aquifers when mining in the area ceases. This study has been commissioned and is being planned by Dr. Frank Winde and is scheduled to be completed by the end of 2004.

In addition to purifying the water for its own use, the Company repairs all sinkholes, in accordance with industry and government standards, as they form on its property. Sinkholes which form outside of the Company's property are repaired by the Far West Rand Dolomitic Water Association. Surface rehabilitation is also currently underway.

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The Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river system. The discharging of tailings into riverine and marine systems in Papua New Guinea is an acceptable practice due to the seismic instability of the area and the dangers this poses for the stability of conventional tailings dams. Due to the fact that ore mined at the Tolukuma Section, and the surrounding land in general, is high in mercury, the potential does exist that levels of mercury discharged into the river system might expose the Company to criminal liability under Papua New Guinea legislation. As a result of an internal study of the Tolukuma Section in 2000 and in order to ensure that mercury discharges remain within allowable limits the following program is being followed:

daily monitoring of mercury levels at the tailings discharge point and approximately 1500 feet downstream (grab sampling);

monthly monitoring of mercury and other heavy metals at government mandated water quality inspection points;

biennial monitoring of stream sediments;

addition of water to tailings prior to discharge to dilute metal concentrations; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document gravity filtering of the water to concentrate solids and removal of solids for backfill use in mining areas prior to tailings discharge.

Lead, mercury, cyanide and arsenic occur naturally in the ore processed at the Tolukuma Section. The Company's operations in South Africa do not mine mercury, lead or arsenic rich ores. Therefore, the Company does not discharge these heavy metals into any riverine system in South Africa. Cyanide is associated with the mining process and is discharged into the riverine system as a result of the inability of the Company to use conventional tailings dams. In South Africa, the Company does not discharge cyanide into riverine systems. Prior to discharge, the cyanide is degraded in a detoxification process and levels are monitored daily.

Through visits with local communities by mine staff members, the Company has become informed that communities located downstream from the Tolukuma Section do not generally use water from the Auga/Angabanga river system for consumption as these communities rely on water from creeks, tributaries and strategically placed wells, many of which the Company has provided, and the Company is not aware of any adverse health effects on communities associated with the Tolukuma Section. Furthermore, the Company is not aware of any scientific or engineering report that states that the level of mercury discharges from the Tolukuma Section into the Auga/Angabanga river system is harmful to human life. In November 2002, Oxfam Community Aid Abroad released their "Mining Ombudsman Annual Report 2001-2002" which the Company believes made inaccurate and unsubstantiated references to mercury output and other findings contained in an internally prepared study on the Tolukuma Section done in 2000. This study was not conclusive on the mercury output at the Tolukuma Section and the results of this study were not scientifically tested. As discussed above, the Company increased its environmental management systems in response to this study.

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Angabanga river system and the naturally occurring sediments in the area. Although mercury is detectable in the mining derived sediments immediately adjacent to the discharge point, these levels are immediately diluted to levels below detectable limits upon mixing with the Alabule River. This area consists of steep gorges and fast, turbid currents. The result is a high dilution of mining sediments and, therefore, a negligible impact on the lower Angabanga floodplain and oxbow lakes which are located downstream from the Tolukuma Section.

An additional study took place during June of 2003, the results of which are still pending. Additionally, a comprehensive monitoring program has been undertaken in accordance with the Company's approved Environmental Management and Monitoring Program which addresses water quality, population dietary surveys and aquatic fauna and metals-in-tissue surveys. These surveys are being conducted in the last quarter of calendar 2003. During March 2003 an environmental audit was concluded at the Tolukuma Section which found the operations to be in substantial compliance with applicable Papua New Guinea legislation, the Company's environmental plan and the Environmental Management and Monitoring Program. Therefore, the Company is unable to provide an assessment of its exposure to loss.

Mining Rights

The Company's rights to own and exploit its mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of the Company's mineral reserves and deposits are located in South Africa.

In October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act, 2002, or the Act, which was passed by parliament in June 2002. The Act will come into operation on a date to be proclaimed by the President which is expected to be sometime in 2004. Until then the existing regulatory regime for mineral rights will remain in place whereby the holder of mineral rights is entitled to mine on obtaining a mining authorization from the State.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Act vests custodianship of South Africa's mineral resources in the State which will issue prospecting rights or mining rights to applicants in the future. The existing common law prospecting, mining and mineral rights will cease to exist but transitional arrangements are provided in order to give holders of existing rights the opportunity to acquire new rights.

The implementation of the Act may result in significant adjustment to the Company's property ownership structure, which could have a material adverse effect on its financial condition and results of operations.

Where the Company holds mineral rights and mining authorizations and conducts mining operations on the date on which the Act comes into effect, it will be able, within five years from the date of effectiveness of the Act, to submit the old rights and authorizations for conversion to a new mining right. It will need to submit a mining work program to substantiate the area and period of the new right, and also to comply with the requirements of the Charter discussed below. A similar procedure applies where it holds prospecting rights and a prospecting permit and conducts prospecting operations, but it must apply for a conversion to a new prospecting right within the two years from the date of effectiveness of the Act for which purpose a prospecting work program must be submitted. Where the Company holds unused rights however, it will have one year to apply for new prospecting

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rights or mining rights, the requirements of which are more stringent than for conversion, and involve non-concentration of resources, fair competition, no exclusionary effects, and proof of financial and technical ability.

If the Company does not acquire new rights under the Act, it would be entitled to claim compensation from the State if it can prove that thereby its property has been expropriated as provided for under the Constitution of South Africa. Whether mineral rights constitute property and whether the Act does bring about an expropriation are both aspects which are the subject of legal debate which is likely to be settled ultimately by litigation. The factors in determining compensation include not only fair market value but also history of acquisition and use and aspects of redress and reform which could have the effect of reducing the compensation.

The Act calls for a Broad Based Socio-Economic Charter, or Charter, to be developed by the Minister within five years of commencement of the Act, but the content of which has largely been agreed with mining industry representatives (including the Company), and with representatives of other stakeholders.

The Charter requires that each mining company achieve 15 percent ownership by historically disadvantaged South Africans of its South African mining assets within five years and 26 percent such ownership within ten years. It comptemplates that this will be achieved by, among other methods, disposals of assets by mining companies to historically disadvantaged persons on a willing seller/willing buyer basis at fair market value. In addition, the Charter requires mining companies to formulate plans for achieving 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. 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 Charter. The draft scorecard was published by the government in February 2003.

The Company fully supports the notion that the mining industry and the wider South African economy have to find ways of dealing with the legacy of the country's history in a manner that promotes economic development and growth. The Company has made progress in adjusting the ownership structure of its South Africa mining assets and the composition of its management consistent with the Charter's spirit. The Company believes that it is well placed to meet the Charter's targets in accordance with the scorecard. However, at this point the Company is unable to set out a definative timeline of when it will comply with its objectives before the expiration of the 10 year time limit as the legislation was only recently passed. It is also not possible for the Company to identify any permits, rights or investments which it may lose for any non compliance. The provisions of the Charter apply to each mining company individually. Accordingly, it is not possible for the Company to meet its obligations by disposing of its less profitable operations which would undermine the objectives of the Charter. As transactions to comply with the Charter are to be at fair market value, the Company does not anticipate incurring any loss in fulfilling it obligations provided that it is able to identify suitable partners that are able to obtain adequate funding. However, failure to comply with the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document requirements of the Charter could result in the suspension or cancellation of one or more of the Company's licenses or cause it to be subject to fines. The severity of the potential consequence of such actions has not yet

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been fully determined as the Charter was only recently published and the South African government has not yet finalized the scorecard.

The Company has not established any loss accruals for legal or environmental matters, other than the rehabilitation provision discussed in note 13. There has been no loss and no reasonably possible loss for which an accrual has not been established.

The Company does not have any insurance coverage available for environmental contamination as it is not possible to obtain such coverage.

21. GEOGRAPHIC AND SEGMENT INFORMATION

Based on risks and returns the Directors consider that the primary reporting format is by business segment. The Group operates in one industry segment, being the extraction and production of gold and related by products. Therefore the disclosures for the primary segment is represented by these financial statements.

The Chief Operating Decision-maker is the Board of Directors, who evaluates the business based on the following geographical operational segments:

Year ended June 30, 2003

$'000 $'000 $'000 $'000 $'000 $'000 Total South $'000 West Australasian Blyvoor North West Other African Total Wits operations operations Revenue 81,848 155,716 4,800 242,364 23,580 265,944

Result Profit/(loss) from operations 54,713 2,178 (80) (2,229) 54,582 (4,841) 49,741 Other operating income 391 1,215 251 10,121 11,978 (1,671) 10,307 Interest expense (530) (210) (10) (5,544) (6,294) (615) (6,909) Taxation (charge)/benefit (15,500) (25,935) (41,435) (330) (41,765)

Profit/(loss) after tax 39,074 (22,752) 161 2,348 18,831 (7,457) 11,374

Balance sheet Mining assets 38,089 31,920 602 70,611 12,646 83,257

Net current assets/(liabilities) (13,788) (24,356) 1,306 55,913 19,075 (16,656) 2,419

Other information Capital expenditure 4,176 6,375 170 10,721 2,693 13,414

Impairment of mining assets

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Year ended June 30, 2002

$'000 $'000 $'000 $'000 $'000 $'000 $'000 South $'000 Australasian Crown Blyvoor North West West Wits Other African Total operations operations Revenue 40,606 73,705 160,596 6,897 4 281,808 22,050 303,858

Result Profit/(loss) from operations 2,837 (9,169) (70,055) (1,387) (12,332) (90,106) (4,868) (94,974) Other operating income 117 209 1,121 41 710 2,198 588 2,786 Interest expense (837) (8) (800) (3) (421) (2,069) (316) (2,385) Taxation (expense)/benefit (15) 20,666 21,772 397 42,820 44 42,864

Profit/(loss) after tax 2,102 11,698 (47,962) (1,349) (11,646) (47,157) (4,552) (51,709)

Balance sheet Mining assets 12,128 25,159 19,277 1,714 58,278 13,906 72,184

Net current (liabilities)/assets 9,520 (18,032) (74,944) (12,281) 55,462 (40,275) 5,964 (34,311)

Other information Capital expenditure 1,064 1,793 3,305 43 163 6,368 1,820 8,188

Impairment of assets (2,167) (2,167) (2,167)

Total number of employees 20,405 529 20,934

Year ended June 30, 2001

$'000 $'000 $'000 $'000 $'000 $'000 $'000 South $'000 Australasian Crown Blyvoor North West West Wits Other African Total operations operations Revenue 39,216 59,548 168,111 6,973 183 274,030 17,295 291,325

Result Profit/(loss) from operations 5,080 6,273 (13,882) 756 (6,304) (8,077) (4,843) (12,920) Other operating income 161 239 824 11 3,193 4,428 271 4,699 Interest expense (584) (104) (1,555) (16) (2,828) (5,087) (486) (5,573) Taxation (expense)/benefit (28) (488) 6,877 (454) 5,907 1,098 7,005

Balance sheet Mining assets 16,918 31,600 23,480 8,007 80,005 23,299 103,304

Net current (liabilities)/assets (22,037) (7,178) (16,061) (13,672) 51,134 (7,814) (8,686) (16,500)

Other information Capital expenditure 662 1,638 1,849 739 701 5,589 727 6,316

Impairment of assets (2,752) (2,752) (2,752)

Total number of employees 18,653 463 19,116

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22. SUBSEQUENT EVENTS

On August 25, 2003 the Company and the Investec Group entered into a option agreement for DRD shares. The option entitles the Investec Group to acquire 18 million new fully paid-up ordinary shares of the Company. The option is an American-style call option with a strike price in US$ equal to 95% of the trade-weighted average price of the Company's American Depository Receipts, or ADR's, trading on NASDAQ for the 30 days prior to exercise date. The option carried an expiry date of October 3, 2003. On September 5, 2003 the terms of the option agreement were amended to increase the number of shares from 18 million to 27 million. This amount represents approximately 14.65% of the Company's total issued and outstanding shares as at June 30, 2003. On September 8, 2003 the Company announced that Investec exercised the option in respect of 18 million ordinary shares at a price of $2.3967 per ordinary share for a total consideration of $43.14 million. On September 11, 2003 the Company announced that Investec had exercised the remainder of the option in respect of 9 million ordinary shares at a price of $2.4242 per ordinary share for a total consideration of $21.82 million. The Company used the proceeds of this transaction to partially fund its acquisition of interest in the assets which comprise the Porgera Mine.

On July 21, 2003, the Company entered into a 60-day review period on the North West Operations designed to restore the operations to profitability. On August 25, 2003, management announced a proposal to meet this target. This proposal has been submitted to all stakeholders, including organised labor, The Department of Labour and Department of Minerals and Energy for their input. Agreement was reached with all labour organisations and the process was finally completed on September 21, 2003, with some 3000 employees retrenched at a cost of $5.4 million and the placing of certain infrastructure (Shaft Number 6) on a 'care and maintenance' program.

On October 14, 2003 the Company announced that it had reached an agreement with Oil Search Limited, or OSL, to acquire two of that company's wholly-owned subsidiaries, Orogen Minerals (Porgera) Limited, or OMP, and Mineral Resources Porgera Limited, or MRP. The transaction was affected through the amalgamation of OMP and MRP and the Company's wholly-owned subsidiary, Dome Resources (PNG) Limited. The purchase price of $73.3 million was comprised of $57.22 million in cash and 6,643,902 ($16.08 million) of the Company's ordinary shares. This amount may be subject to certain post-closing adjustments which have not yet taken place. As part of the acquisition and subject to the amalgamation occurring, the Company has offered 5% of its assets in the Porgera Mine to Mineral Resources Enga, on behalf of the Enga Provincial Government and landowners in Papua New Guinea.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document All conditions precedent to this transaction have been met and the approval of the Papua New Guinea Central Bank was obtained on November 19, 2003. SARB approval was obtained on September 4, 2003 and final approval from the Investment Promotion Authority of Papua New Guinea was obtained on December 16, 2003. The agreement was finalized and the transaction took place on November 21, 2003.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this amended annual report on its behalf.

DURBAN ROODEPOORT DEEP, LIMITED

/s/ M. M. WELLESLEY-WOOD By: Name: M. M. Wellesley-Wood Title: Executive Chairman

Date: December 30, 2003

EXHIBIT INDEX

Exhibit Exhibit Number Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, 4.57 Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.

Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 4.58 2003.

Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen 4.59 Minerals (Porgera) Limited, dated October 14, 2003.

Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 4.60 2003.

Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty 4.61 Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.

Memorandum of Agreement made and entered into between Durban Roodepoort Deep, Limited, 4.62 West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003.

8.1 List of Subsidiaries.

12.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14.1 Consent of KPMG Inc.

14.2 Consent of Deloitte & Touche.

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TABLE OF CONTENTS PART I PART III PART IV DURBAN ROODEPOORT DEEP, LIMITED Report of the Independent Auditors to the Board of Directors and Stockholders of Durban Roodepoort Deep, Limited DURBAN ROODEPOORT DEEP, LIMITED Report of the Independent Auditors to the Board of Directors and Stockholders of Durban Roodepoort Deep, Limited Durban Roodepoort Deep, Limited Consolidated Statements of Operation for the years ended June 30 Durban Roodepoort Deep, Limited Consolidated Balance Sheets at June 30 Durban Roodepoort Deep, Limited Consolidated Statement of Stockholders' Equity/(Deficit) For the year ended June 30, 2001 Durban Roodepoort Deep, Limited Consolidated Statement of Stockholders' Deficit For the year ended June 30, 2002 Durban Roodepoort Deep, Limited Consolidated Statement of Stockholders' Equity/(Deficit) For the year ended June 30, 2003 Durban Roodepoort Deep, Limited Consolidated Statements of Cash Flows For the years ended June 30 Durban Roodepoort Deep, Limited Notes to the Consolidated Financial Statements At June 30, 2003 SIGNATURES EXHIBIT INDEX

Deed of Amalgamation

for the corporate reconstruction of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited

DEED OF AMALGAMATION

DATE October 14, 2003

PARTIES

Mineral Resources Porgera Limited (company number 1-14321) a company incorporated under the laws of the Independent State of Papua New Guinea, having its registered office at Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (MRP).

Orogen Minerals (Porgera) Limited (company number 1-25740) a company incorporated under the laws of the Independent State of Papua New Guinea, having its registered office at Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OMP).

Orogen Minerals Limited (company number 2-25619), a company incorporated under the laws of the Independent State of Papua New Guinea, having its registered office at Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OML).

Oil Search Limited (ARBN 055 079 868), a company incorporated under the laws of the Independent State of Papua New Guinea, having its registered office at Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OSL).

Dome Resources (PNG) Limited (company number 1-18497) a company incorporated under the laws of the Independent State of Papua New Guinea, having its registered office at Level 5, Defens Haus, Cnr Champion Pde & Hunter St, Port Moresby, National Capital District, being a wholly-owned subsidiary of Dome Resources Pty Ltd.

DRD (Isle of Man) Limited (company number 94445C) a company incorporated under the laws of the Isle of Man, having its registered office at Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man (DRD (IoM)).

Durban Roodepoort Deep, Limited (company number 1895/000926/06) a company duly incorporated according to the laws of the Republic of South Africa, having its registered office at 45 Empire Road, Parktown, Johannesburg, Republic of South Africa (DRD).

RECITALS

A. OML owns all the issued shares in MRP and OMP as well as the Loan.

B. OML has agreed with Dome that MRP and OMP will amalgamate with Dome on the terms of this Deed.

C. OML has agreed with DRD (IoM) to assign the Loan to DRD (IoM) on the terms of this Deed and the Loan Assignment Agreement.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document D. OSL has agreed to guarantee the obligations of OML under and on the terms of this Deed.

E. DRD has agreed to guarantee the obligations of Dome and DRD (IoM) under and on the terms of this Deed.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this Deed.

Agreed Dividend has the meaning given to that term in clause 5.5(a) and item 19 of Schedule 2.

Agreed Maximum Duty has the meaning given to that term in item 29 of Schedule 2.

Amalgamated Company means OMP as the continuing company in the Amalgamation.

Amalgamation means the amalgamation of Dome, OMP and MRP to continue as the Amalgamated Company in accordance with the proposal contained in Schedule 7.

Amalgamation Procedures means the amalgamation implementation procedures set out in Schedule 8.

ANZ Bank means the Australia and New Zealand Banking Group Limited in Sydney, Australia.

Assets means all the right, title and interest of the Companies in, under, to or derived from, and the benefit of, the items listed at Schedule 6, and any other assets of whatever kind held by the Companies at Completion.

Authorisation means:

(a) an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and

(b) in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment.

Balance Date means 31 December 2002.

Base Scrip Consideration has the meaning given to that term in items 2 and 12 of Schedule 2.

Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales, Port Moresby, Papua New Guinea or Johannesburg, South Africa.

Cancellation Compensation has the meaning given to that term in clause 5.1(a), calculated in accordance with item 30 of Schedule 2.

Cash Calls has the meaning given to that term in item 25 of Schedule 2.

Central Bank means the Bank of Papua New Guinea.

Companies mean MRP and OMP and Company means any one of those Companies.

Companies Regulations means the Companies Regulation 1998 made under the Companies Act.

Completion means completion of the terms of the Amalgamation and the assignment of the Loan under clause 8.

Completion Adjustments has the meaning ascribed to that term in clause 7.1(b).

Completion Cash Component has the meaning given to that term in item 9 of Schedule 2 (unless clause 5.5 applies, in which case it has the meaning given to the term Post Dividend Adjustment Cash Completion Component in item 18 of Schedule 2).

Completion Date has the meaning given to that term in clause 8.1.

Completion Value has the meaning given to that term in item 5 of Schedule 2 (unless clause 5.5 applies, in which case it has the meaning given to the term Post Dividend Adjustment Completion Value in item 17 of Schedule 2).

Conditions Precedent means the conditions precedent set out in clause 3.1.

Contract means any deed, agreement, trust, arrangement or understanding (written or not).

Data Room means the electronic data room established by OML in connection with the Amalgamation.

Deposit means $5,000,000, or if Stamp Duty has been deducted from the Deposit in accordance with clause 4.6(c)(ii), the amount remaining after that deduction.

Deposit Account means the trust account established in the name of the Deposit Holder with the ANZ Bank held on behalf of DRD (IoM) and OML under clause 4.6 of this Deed.

Deposit Holder means Merrill Lynch International (Australia) Limited, Sydney.

Dome up until Completion means Dome Resources (PNG) Limited and following Completion means the Amalgamated Company.

Dome Resources means Dome Resources Pty Ltd ACN 002 752 641 (formerly known as Dome Resources NL).

Dome Costs has the meaning given to that term in clause 18.1(b).

DRD Guaranteed Moneys means all debts and monetary liabilities of Dome or DRD (IoM) to OML under this Deed, irrespective of whether the liabilities:

(b) are actual or contingent;

(d) are owed or incurred by or on account of either Dome or DRD (IoM) alone, or severally or jointly with any other person;

(e) are owed or incurred to or for the account of OML alone, or severally or jointly with any other person;

(f) are owed or incurred as principal, interest, fees, damages, losses, costs, expenses or on any other account; or

(g) comprise any combination of the above, and includes debts and monetary liabilities under or in respect of this Deed.

DRD Shares means ordinary shares in the capital of DRD.

Effective Date means 30 June 2003.

Encumbrance includes any mortgage, charge, pledge, lien, hypothecation or title retention arrangement, any right of set-off or right to withhold payment of a deposit or other money, any notice under, an easement, restrictive covenant, caveat or similar restriction over property, or any agreement to create any of them or to allow any of them to exist.

End Date means twelve (12) months from the date of this Deed or any other date which is agreed in writing by the parties.

Escrow Account means the bank account in the name of DRD (IoM), into which the Escrow Cash is to be deposited under clause 4.7 of this Deed.

Escrow Cash means an amount of $51,362,000.00.

Estimated Post Effective Date Completion Adjustment has the meaning given to that term in item 6 of Schedule 2.

Government Agency means:

(a) a government or government department or other body;

(b) a governmental, semi-governmental or judicial person; or

Half-Yearly Accounts means the balance sheet for each of the Companies as at the Effective Date and a profit and loss statement and statement of cash flows for each of the Companies for the 6 month period ending on the Effective Date, together with the notes to those accounts.

Initial Loan Balance has the meaning given to that term in item 3 of Schedule 2.

Inter-Company Indebtedness means any loan owed to or from either Company to or from any of its shareholders or to any entity controlled by OSL.

Investment Promotion Act means the Investment Promotion Act 1992 (PNG).

Joint Venture Agreement means the joint venture agreement dated 31 July 1979, originally between Placer (PNG) Pty Limited, Mount Isa Mines Limited and Consolidated Gold Fields Australia Limited, as amended by, among other agreements, the Joint Venture Accession and Amendment Agreement dated 21 November 1990 between Placer (PNG) Limited, Highlands Gold Properties Limited, Goldfields Porgera Limited, MRP and OMP.

Loan means the loan (if any) held in dollars owed by OMP to OML which is to be assigned to DRD (IoM) on Completion.

Loan Assignment Agreement means the agreement to effect an assignment of the Loan from OML to DRD (IoM) in substantially the form set out in Annexure B.

Loan Balance has the meaning given to that term in item 33 of Schedule 2.

Mining Development Contract means the Mining Development Contract dated 12 May 1989 between the Independent State of Papua New Guinea, Placer (PNG) Limited, Highlands Gold Properties Limited, Goldfields Porgera Limited and the Companies.

MRP Cancellation Amount has the meaning given to that term in item 32 of Schedule 2.

MRP/OMP Debt means the debt, held in dollars, owing by OMP to MRP on Completion.

OMP Cancellation Amount has the meaning given to that term in item 31 of Schedule 2.

Operating Agreement means the Porgera Joint Venture Operating Agreement dated 6 December 1998 originally between Placer (PNG) Limited, Highlands Gold Pty Limited and RGC (Papua New Guinea) Pty Limited.

OSL Guaranteed Moneys means all debts and monetary liabilities of OML to Dome or DRD (IoM) under this Deed, irrespective of whether the liabilities:

(a) are present or future;

(b) are actual or contingent;

(d) are owed or incurred by or on account of OML alone, or severally or jointly with any other person;

(e) are owed or incurred to or for the account of either Dome or DRD (IoM) alone, or severally or jointly with any other person;

(f) are owed or incurred as principal, interest, fees, damages, losses, costs, expenses or on any other account; or

(g) comprise any combination of the above, and includes debts and monetary liabilities under or in respect of this Deed.

Other Expenses has the meaning given to that term in item 26 of Schedule 2.

Placer means Placer (PNG) Limited or any related body corporate of, or successor in title to, Placer (PNG) Limited.

Placer Substitution Deed means:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) the document titled Placer Substitution Deed between OMP, Placer (PNG) Limited, Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields Porgera Limited, the Independent State of Papua New Guinea and the nominee of the Independent State of Papua New Guinea dated 13 September 1996;

(b) the document titled Placer Substitution Deed between MRP, Placer (PNG) Limited, Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields

Porgera Limited, the Independent State of Papua New Guinea and the nominee of the Independent State of Papua New Guinea dated 13 September 1996; and

(c) the document titled Placer Substitution Deed between OML, Placer (PNG) Limited, Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields Porgera Limited, the Independent State of Papua New Guinea and the nominee of the Independent State of Papua New Guinea dated 13 September 1996.

Porgera Joint Venture means the joint venture for the development and operation of a mine in the area covered by Porgera Special Mining Lease No. 1, established under the Joint Venture Agreement.

Post Effective Date Completion Adjustment has the meaning given to that term in clause 5.6 and item 23 of Schedule 2.

Post Effective Date Completion Adjustment Reconciliation Amount has the meaning given to that term in item 22 of Schedule 2.

Power means any right, power, authority, discretion or remedy conferred on a party by this Deed or any applicable law.

Proceedings means any action, proceeding, litigation, mediation or any other form of litigation or dispute resolution process against one or more of the parties to this Deed arising from or relating to a failure to obtain the agreement of Placer in accordance with clause 8(b) of the Placer Substitution Deed.

Registrar means the Registrar of Companies under the Companies Act.

Revenue has the meaning given to that term in item 24 of Schedule 2.

Revenues Bank Account means the bank account referred to in clause 6.9(d).

Scrip Adjustment Amount has the meaning given to that term in items 7 and 14 of Schedule 2.

Scrip Cancellation Amount has the meaning given to that term in item 11 of Schedule 2.

Scrip Completion Component has the meaning given to that term in item 10 of Schedule 2.

Shares means the shares in the Companies as described in Schedule 1.

Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes (without limitation) any interest, fine, penalty, charge or other amount imposed in respect of the above.

Stamp Duty Top Up has the meaning given to that term in item 28 of Schedule 2.

Tax means a tax, levy, rate, duty, fee, royalty, charge, surcharge, deduction or withholding, however it is described, that is imposed by law or by a Government Agency, together with any related interest, penalty, fine or other charge.

Warranties means the representations and warranties of OML referred to in clause 11 and set out in Schedule 4 to this Deed and for the avoidance of any doubt does not include OSLs warranties and representations set out in clause 13 nor does it include Domes, DRDs and DRD (IoM)s warranties and representations set out in clause 15.

Year-End Accounts means an audited balance sheet for each of the Companies as at the Balance Date and a profit and loss statement and statement of cash flows for each of the Companies for the year ending on the Balance Date, together with the notes to those accounts.

1.2 Rules for Interpreting this Deed

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this Deed, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(v) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(d) If a word is defined, another part of speech has a corresponding meaning.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.

(g) The words subsidiary and related corporation have the same meanings as in the Companies Act.

(h) A reference to dollars or $ is to an amount in US currency.

(i) A reference to Kina or K is a reference to the lawful currency of Papua New Guinea.

(j) A reference to Australian dollars or A$ is a reference to the lawful currency of the Commonwealth of Australia.

1.3 Business Days

If the day on or by which a person must do something under this Deed is not a Business Day:

(a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and

(b) in any other case, the person must do it on or by the previous Business Day.

1.4 Multiple Parties

If a party to this Deed is made up of more than one person, or a term is used in this Deed to refer to more than one party:

(a) an obligation of those persons is joint and several;

(b) a right of those persons is held by each of them severally; and

(c) any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.

2. AGREEMENT TO AMALGAMATE

2.1 Amalgamation

Subject to clause 3, OMP, MRP and Dome agree to implement the Amalgamation in accordance with this Deed.

(a) Until Completion, property in, title to and risk of the Shares and the Loan remain solely with OML.

(b) Until Completion, property in, title to and risk of the shares in Dome remain solely with DRD (through its wholly- owned subsidiary Dome Resources.

(i) the underlying assets and undertakings previously represented in the Shares will accrue to the Amalgamated Company;

(ii) the shares in the Amalgamated Company will accrue to DRD (IoM); and

(iii) the Loan will accrue to DRD (IoM),

as if the Amalgamation had had effect from the Effective Date.

3. CONDITIONS PRECEDENT

3.1 Conditions Precedent

The Amalgamation and Completion shall not occur unless, on or before the End Date, each of the following conditions is fulfilled (or waived under clause 3.3):

(a) approval by the Central Bank (if required) to:

(i) the assignment of the Loan from OML to DRD (IoM) or any other entity nominated by DRD;

(ii) the terms of the Loan to subsist after the assignment as set out in the Loan Assignment Agreement; and

(iii) the provision of further debt funding by DRD (IoM) necessary to enable Dome to fund the OMP Cancellation Amount and the MRP Cancellation Amount up to a total debt to equity ratio of 3:1,

unconditionally or on conditions reasonably acceptable to both DRD (IoM) and OML;

(b) approval by the Central Bank (if required) to OML holding DRD Shares unconditionally or on conditions reasonably acceptable to both Dome and OML;

(c) approval by the Central Bank (if required) to the recapitalisation of Dome by DRD (IoM) by way of equity and/or debt funding, unconditionally or on conditions reasonably acceptable to both DRD (IoM);

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) approval in principle by the Investment Promotion Authority of Papua New Guinea to the re-certification of the Companies under the Investment Promotion Act in relation to the transactions contemplated by this Deed, unconditionally or on conditions reasonably acceptable to both Dome and OML;

(e) each of the Warranties in paragraphs 18, 19, 23 29, 34, 35 and 53 of Schedule 4 being true and complete and not misleading or deceptive as at Completion provided that in respect of the Warranty in paragraph 53 of Schedule 4, the amount of the claim for breach would reasonably be expected to exceed $20,000,000;

(f) all other approvals of Government Agencies that are necessary to implement the transactions contemplated by this Deed and for each of the relevant parties to perform its obligations under this Deed (including, but not limited to, the approval of the South African Reserve Bank) are obtained, unconditionally or on conditions reasonably acceptable to Dome, DRD (IoM) and OML;

(g) the share register of MRP and the public records at the office of the Registrar properly record that all of the issued shares in that Company are held by OML;

(h) the steps comprising the Amalgamation process set out in paragraphs 1 to 4 of the Amalgamation Procedures have been undertaken by the persons having the responsibility to complete the matters set out in those Amalgamation Procedures.

3.2 Effect of Non-Fulfilment

(a) If a Condition Precedent set out in clause 3.1 is not fulfilled (or waived under clause 3.3), or Completion has not occurred, on or before the End Date, then this Deed other than clauses 1 Interpretation, 16 OSL Guarantee and Indemnity, 17 DRD Guarantee and Indemnity, 18 Placer Indemnity, 19 Confidentiality and Public Announcements and 25.2 Liability for Expenses automatically terminates on the End Date.

(b) Upon termination, this Deed (except for clauses 1, 16, 17, 18, 19 and 25.2) is of no further effect.

(c) The termination of this Deed does not affect any right of any party in respect of this Deed which has arisen before termination.

3.3 Fulfilment by Waiver

A Condition Precedent referred to in clause 3.1 is waived if:

(a) in relation to the Conditions Precedent in clauses 3.1(a), 3.1(c), 3.1(d), 3.1(e), 3.1(f) and 3.1(g), Dome gives written notice of waiver of the condition to the other parties; and

(b) in relation to the Conditions Precedent in clause 3.1(b) and 3.1(h), the parties agree in writing to waive the Condition Precedent.

(a) OML, Dome and DRD (IoM) must each use their best endeavours to ensure that each Condition Precedent is fulfilled on or before the End Date.

(b) The parties must keep each other informed of any circumstances which may result in a Condition Precedent not being fulfilled on or before the End Date.

3.5 Extent of Obligation to Fulfil Conditions

The obligation imposed on a party by clause 3.4 does not require the party to waive any Condition Precedent under clause 3.3.

3.6 Notice of Satisfaction of Conditions

Each party will, as soon as possible:

(a) after becoming aware of satisfaction or waiver of any of the Conditions Precedent in clause 3.1, give notice of that satisfaction to the other parties; and

(b) after becoming aware that a Condition Precedent is not capable of being satisfied in accordance with clause 3.1, give notice of that fact to the other parties.

4. THE LOAN BALANCE, AMALGAMATION AND CANCELLATION COMPENSATION

4.1 Funding for the Amalgamated Company

The Amalgamated Company will be funded by or on behalf of DRD (IoM) for an amount which is not less than the Cancellation Compensation either by way of equity or debt or a combination of both as determined by DRD (IoM), with funds (or right to them) held for and on behalf of the Amalgamated Company by Dome pending the Amalgamation becoming effective.

4.2 Loan Balance

OML will assign the Loan (if any) to DRD (IoM) or any other entity nominated by DRD free of Encumbrances and any other third party rights in consideration of the payment of the Loan Balance by DRD (IoM) in accordance with the Loan Assignment Agreement.

4.3 Effect of Amalgamation

(a) The Amalgamation will be given effect to by the following transactions and arrangements in the order specified below:

(i) shares in the Amalgamated Company will be issued to DRD (IoM) in consideration for the provision of equity funding under clause 4.1;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) the issued shares in Dome owned by Dome Resources will not be converted into shares in the Amalgamated Company;

(iii) the issued share capital of MRP will not be converted into shares in the Amalgamated Company;

(iv) the issued share capital of OMP will not be converted into shares in the Amalgamated Company;

(v) subject to clause 4.4 below, the Amalgamated Company will:

(A) pay the sum of $1.00 to Dome Resources as compensation for not converting the shares in Dome owned by Dome Resources into shares in the Amalgamated Company;

(B) pay the MRP Cancellation Amount to OML as compensation for not converting the Shares owned by OML in MRP into shares in the Amalgamated Company; and

(C) pay the OMP Cancellation Amount to OML as compensation for not converting the Shares owned by OML in OMP into shares in the Amalgamated Company.

(b) Where between OMP and MRP, one of those Companies has a right or entitlement against the other, or one of those Companies has an obligation or duty to the other, on and from the Amalgamation the rights and obligations of OMP and MRP to each other will merge and be extinguished as at the date that the Amalgamation takes effect.

4.4 Entitlement to Cancellation Compensation

The right to compensation under this clause 4 does not accrue to a person who was a shareholder and did not have their Shares converted into shares in the Amalgamated Company unless and until:

(a) the share certificates held by that person are delivered up in accordance with clause 8.3(b);

(b) the fact of such shares not converting into shares in the Amalgamated Company and the cancellation of those shares has been entered into the register of OMP and MRP (as the case may be); and

(c) all of the rights and obligations attaching to such Shares, and property in the Shares, has been extinguished such that the person is no longer a shareholder at law and the person has acknowledged in writing that he is not a shareholder of OMP or MRP (as the case may be).

4.5 Best endeavours to implement the Amalgamation

Each party to this Deed must use its best endeavours to implement and give effect to the Amalgamation.

(a) Within 5 Business Days after the date of this Deed, DRD (IoM) must pay the Deposit into the Deposit Account in cash as an assurance of Domes ability to complete the reconstruction by way of Amalgamation.

(b) The Deposit is to be held and accounted for in accordance with the terms set out under this clause 4.6.

(i) invest the Deposit in an interest bearing account with the ANZ Bank;

(ii) if Completion has not occurred, or is not expected to occur, by the last date for payment of the Stamp Duty assessed on this Deed, upon the written direction of DRD (IoM) accompanied by a copy of the assessment, attend to payment to the Collector of Stamp Duty of Papua New Guinea of any such Stamp Duty on the due date for payment as a deduction from the Deposit;

(iii) withdraw the Deposit and accrued interest and pay it to the person entitled to it under this clause 4.6 upon being satisfied that the requirements for payment have been satisfied; and

(iv) hold the Deposit subject to such other terms and conditions as are agreed to in writing by DRD (IoM) and OML.

(d) If Completion occurs:

(i) the Deposit must be paid to OML as part payment of the Completion Cash Component required to be paid by the Amalgamated Company to OML; and

(ii) the interest that has accrued on the Deposit is payable to DRD (IoM).

(e) If any Condition Precedent is not satisfied or is not capable of being satisfied because of a material breach of this Deed by Dome or DRD (IoM) and the Condition Precedent to which the material breach relates has not been waived under clause 3.3, the Deposit, together with any interest accrued thereon, vests in and is to be paid to OML on the day after the End Date.

(f) If any Condition Precedent is not satisfied or is not capable of being satisfied other than by reason of a material breach of this Deed by Dome or DRD (IoM) and has not been waived under clause 3.3, the Deposit, together with any interest accrued thereon, vests

in DRD on the date on which any notice has been given under clause 3.6(b) or failing such notice, on the day after the End Date.

4.7 Escrow Cash

(a) Within 5 Business Days after the date of this Deed, DRD (IoM) must pay the Escrow Cash into the Escrow Account as an assurance of DRD (IoM)s ability to fund the Completion Cash Component. Within 2 Business Days of depositing the Escrow Cash into the Escrow Account, DRD (IoM) must notify OML of this fact.

(b) The Escrow Cash is to be held on trust for DRD (IoM) absolutely and otherwise accounted for in accordance with the terms set out under this clause 4.7.

(i) subject to clause 4.7(d) below, hold the Escrow Cash in escrow for a period of 3 months from the date of this Deed and only release the Escrow Cash from escrow before the expiry of this escrow period upon the bank receiving written notification

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document from DRD (IoM) authorising the bank to pay any or all of those moneys to or as directed by DRD (IoM) for the purposes of enabling DRD (IoM) to perform its obligations under clause 4.1 and under the Loan Assignment Agreement;

(ii) after the expiry of the relevant escrow period, pay the Escrow Cash to DRD (IoM) or at the direction of DRD (IoM) on receipt of written instructions from DRD (IoM); and

(iii) hold or deal with any interest that accrues on the Escrow Cash as directed by DRD (IoM) from time to time.

(d) If Placer commences, or threatens to commence, any Proceedings, then the period referred to in clause 4.7(c)(i) above will be reduced to 2 months from the date of this Deed.

5. CANCELLATION COMPENSATION AND CALCULATIONS

5.1 Cancellation Compensation

(a) The Cancellation Compensation is the total compensation paid for not converting the Shares in the Companies into shares in the Amalgamated Company after all adjustments have been made and is determined in accordance with the calculation methodology in item 30 of Schedule 2.

(b) Within 10 Business Days after the later of the date that the Post Effective Date Completion Adjustment Reconciliation Amount has been calculated and agreed by the parties and the date that the amount of Stamp Duty payable on this Deed (and the transactions contemplated by it) has been finally determined, DRD (IoM) will notify all parties of the actual Cancellation Compensation, the OMP Cancellation Amount, the MRP Cancellation Amount and how each amount was calculated.

5.2 OMP Cancellation Amount

The OMP Cancellation Amount will be determined in accordance with the calculation methodology contained in item 31 of Schedule 2.

5.3 MRP Cancellation Amount

The MRP Cancellation Amount will be determined in accordance with the calculation methodology contained in item 32 of Schedule 2.

5.4 Loan Balance

The Loan Balance payable under the Loan Assignment Agreement is the total consideration payable for the Loan after all adjustments and is determined in accordance with the calculation methodology contained in item 33 of Schedule 2.

(a) Between the Effective Date and the Amalgamation becoming effective, the Companies may not declare or pay a dividend to their shareholders or agree to do so other than for such amounts as are agreed to in writing by DRD (IoM) and OML (Agreed Dividend).

(b) OML is responsible for any Taxes (including, without limitation, withholding tax) payable by OMP or MRP in relation to any such dividends and agrees to indemnify OMP and MRP against such Taxes.

(i) the Completion Value will be determined in accordance with the calculation methodology in item 17 of Schedule 2 (being the Post Dividend Adjustment Completion Value); and

(ii) if the moneys comprising the Agreed Dividend have been received by OML (or any entity controlled by OSL other than OMP and MRP) before Completion, the Completion Cash Component will be determined in accordance with the calculation methodology in item 18 of Schedule 2 (being the Post Dividend Adjustment Cash Completion Component).

5.6 Post Effective Date Completion Adjustment

(a) The Post Effective Date Completion Adjustment will be determined in accordance with the calculation methodology contained in item 23 of Schedule 2 and this clause 5.6.

(b) For the purpose of calculating the Post Effective Date Completion Adjustment where Revenues, Cash Calls, or Other Expenses are paid or received in a currency other than dollars, they must be converted to dollars as follows:

(i) Kina denominated payments or receipts:

(A) at the mid point of the Inward Telegraphic Transfer buying and Spot selling rates for dollars as published on the daily Westpac Banking Corporation Foreign Exchange Centre Rate Sheet as applicable for Kina transactions under K15,000, or in the event that this rate is unavailable;

(B) at the mid point of the daily closing dollar / Kina exchange rate as quoted on Bloomberg under the ticker symbol PKUS, or in the event that this rate is unavailable;

(C) the rate calculated in accordance with 5.6(b)(i)(A) above but using the rates as published on the next available date,

(ii) Australian dollar denominated payments or receipts:

(A) at the mid point of the Telegraphic Transfer buying and Telegraphic Transfer or Drafts selling rates for dollars as published on the Westpac Banking Corporation Foreign Exchange Centre Rate Sheet as applicable for transactions up to A$25,000, or in the event that this rate is unavailable;

(B) at the mid point of the daily closing dollar / Australian dollar exchange rate as quoted on Bloomberg under the ticker symbol AUDUSD, or in the event that this rate is unavailable;

(C) the rate calculated in accordance with 5.6(b)(ii)(A) above but using the rates as published on the next available date.

The relevant date for conversion to dollars is the date funds are paid under the relevant Cash Call or Other Expense or, in the case of Receipts, on the date of receipt.

6. PRE COMPLETION OBLIGATIONS

6.1 Post Signing Directors Meetings

As soon as practicable after the date of this Deed, OML must procure that a duly convened meeting of the directors of each of the Companies is held at which it is resolved in accordance with paragraph 1 of the Amalgamation Procedures, that subject to all of the Conditions Precedent being satisfied (or waived under clause 3.3), the Amalgamation is in the best interests of the company and that the directors are satisfied that upon the Amalgamation taking effect in accordance with this Deed, the Amalgamated Company will be solvent.

6.2 Obligation to indemnify OMP and MRP directors

As soon as reasonably practical (but in any event, prior to the board meetings of each of the Companies to be held in accordance with clause 6.1 above), DRD must provide an indemnity, in the form set out in Annexure C, in favour of each director of OMP and MRP in relation to their certification of solvency under section 234(2) of the Companies Act.

6.3 OML to maintain status quo of each of the Companies pending Completion

Between the Effective Date and the Completion Date, except as expressly required by this Deed, or otherwise with the prior written consent of Dome (such consent not to be unreasonably withheld), OML is to ensure that the business of the Companies is carried on in the ordinary course of ordinary business as at the date of this Deed and, without limitation to the foregoing, that neither of the Companies:

(a) enter into or give effect to any amalgamation proposal, merge or consolidate with any other corporation or acquire any of the shares or the business or assets of any other person, firm, association, corporation or business organisation, or agree to do any of those things;

(b) alter its constitution;

(c) issue or allot any shares or any securities or loan capital convertible into shares, or purchase, redeem, retire or acquire any such shares or securities, or agree to do so, or sell or give any option, right to purchase, mortgage, charge, pledge, lien or other form of security or Encumbrance over any such shares or securities;

(d) enter into a material capital commitment or declares itself trustee of or create any Encumbrance over any assets or dispose of or deal with any assets other than in the ordinary course of ordinary business and for full market value;

(e) makes any unusual or extraordinary expenditures;

(f) enter into or terminate any Contract or commitment or engage in any activity or transaction not in the ordinary course of ordinary business;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (g) enter into any material transaction with OSL or any entity controlled by OSL;

(h) employ any employee or engage any agent, representative or consultant or vary the terms of any such engagement or pay any management fee or similar amount;

(i) distribute (by way of dividend, buyback or otherwise) or return any capital to its members;

(j) make any loan or distribution or payment, whether by way of cash or in kind and whether by way of dividend or otherwise, to any shareholder, any related corporation of OSL or any other person;

(k) commits an offence under the Companies Act;

(l) passes a resolution under any of sections 57 or 63 of the Companies Act;

(m) enters or purports to enter into a major transaction under the Companies Act; or

(n) sell or agree to sell any gold other than on a spot basis, (that is, no forward sales).

6.4 OML to maintain status quo of the Companies interest in the Porgera Joint Venture

Except as expressly required by this Deed or with the prior written consent of Dome (such consent not to be unreasonably withheld), OML must ensure:

(a) that between the Effective Date and the Completion Date, the Companies use their best endeavours to maintain the status quo in the Porgera Joint Venture as at the date of this Deed including, without limitation, ensuring:

(i) the Porgera Joint Venture is carried on in the ordinary course of ordinary business and consistent with the Life of Mine Summary Strategic Business Plan 2003 for the Porgera Joint Venture contained in the Data Room (Strategic Business Plan);

(ii) each of the Companies maintain their combined 20% interest in the Porgera Joint Venture;

(iii) each of the Companies complies with its obligations under the Porgera Joint Venture (including, without limitation, paying all Cash Calls, sole costs and any other expenditure payable by either of them in relation to the Porgera Joint Venture on or before their due date for payment) and does not commit a default under the Joint Venture Agreement (as amended) and related documents and if a default occurs, immediately remedy such default;

(iv) neither of the Companies approve any material changes to the Strategic Business Plan after the date of this Deed;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) the representatives of OMP and MRP on the Porgera Joint Venture management committee are directed to vote against any resolution which requires unanimous approval of such management committee members except when the resolution is consistent with the obligations of OML under paragraphs (i) to (iv) above;

(b) that from the date of this Deed until Completion, Dome and its representatives are given reasonable notice of any matter being, or to be, considered by the management committee of the Porgera Joint Venture and the Companies consult with Dome prior to voting on all such matters;

(c) that from the date of this Deed until Completion, neither of the Companies enter into a material capital commitment in relation to the Porgera Joint Venture except as necessary to comply with clause 6.4(a) provided that Dome has been given prior written notice;

(d) that from the date of this Deed until Completion, neither of the Companies agrees to any amendment to the terms of the Joint Venture Agreement except in accordance with clause 6.4(a)(v); and

(e) that from the date of this Deed until Completion, that neither of the Companies declares itself trustee of or create any Encumbrance over, disposes of or otherwise deals with its interest in the Porgera Joint Venture.

6.5 Actions taken at the direction of Dome

Between the date of this Deed and Completion, OML must procure the Companies to take all actions in their capacity as the holders of a combined 20% interest in the Porgera Joint Venture as Dome may, from time to time direct, provided always that Dome first provides an indemnity in a form reasonably acceptable to OML from all liability arising in relation to the implementation of such action.

6.6 Treatment of Inter-company Indebtedness

(a) OML must ensure that on Completion there is no Inter-Company Indebtedness other than:

(i) the Loan; and

(ii) the MRP/OMP Debt.

(b) In dealing with the Inter-Company Indebtedness after the Effective Date, OML must ensure that:

(i) any Inter-Company Indebtedness to be repaid is repaid by payment of the full face value of the debt, without discount;

(ii) the Companies do not forgive any Inter-Company Indebtedness; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) no dividends are to be declared or paid to satisfy or restructure the Inter-Company Indebtedness without the prior written consent of DRD (IoM).

(c) OML hereby indemnifies Dome, DRD (IoM) and the Companies from all liabilities, losses and expenses (including, without limitation, legal costs on a solicitor and own client basis) arising from or relating to:

(i) any failure to obtain any consents and approvals required in relation to the establishment or dealings with any Inter-Company Indebtedness, or the repayment or assignment of any Inter-Company Indebtedness in accordance with clause 6.6(a) or (b);

(ii) the conversion of any Inter-Company Indebtedness into other currencies; and

(iii) the extinguishment of the MRP/OMP Debt on the Amalgamation becoming effective.

6.7 Access for Dome

(a) Until Completion, OML must allow Dome or its representative(s) reasonable access to the Companies and to their books and records to enable Dome to:

(i) become familiar with the business, financial and trading position, assets, liabilities and prospects of the Companies;

(ii) investigate the accuracy of the Warranties; and

(iii) such other purposes consented to by OML (such consent not to be unreasonably withheld).

(b) For the purposes of clause 6.7(a), Dome may:

(i) at its expense, make copies of any information examined;

(ii) consult with OSLs Chief Executive Officer, Chief Financial Officer, General Counsel, Group Secretary and General Manager Commercial, with Neil Cole of NH Cole & Associates and with any other person who is, from time to time:

(A) OMPs or MRPs representative on the Porgera Joint Venture management committee; and

(B) responsible for the accounts of OMP and/or MRP; and

(iii) with the prior written consent of OML (such consent not to be unreasonably withheld), consult with such other OSL employees, or employees of entities controlled by OSL, as Dome may reasonably request.

(i) subject to any applicable obligations of confidentiality imposed by the Joint Venture Agreement, ensure that Dome is kept informed on an on-going basis, and consulted, concerning all developments affecting the Porgera Joint Venture; and

(ii) subject to the agreement of the manager of the Porgera Joint Venture, use its reasonable endeavours to ensure that Dome and its representatives have the opportunity to visit the Porgera gold mine, at Domes expense, as and when Dome reasonably wishes to do so,

provided always that if Completion has not occurred on or before 20 November 2003, OML must, if reasonably requested by Dome to do so after that date at any time and from time to time, appoint up to three nominees of Dome as some of OMPs and MRPs duly authorised representatives under the Porgera Joint Venture for the purpose of obtaining access to

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document information regarding the Porgera Joint Venture under clause 8(a) of the Joint Venture Agreement provided always that notwithstanding anything to the contrary in clause 8(a) of the Joint Venture Agreement:

(iii) Domes nominees will carry out any such inspection of the books and records, and other information, of the Porgera Joint Venture under clause 8(a) of the Joint Venture Agreement at Domes expense;

(iv) Domes nominees will not have the right to audit the books and records, and other information, of the Porgera Joint Venture; and

(v) Domes nominees will not unreasonably interfere with the normal business requirements of the manager of the Porgera Joint Venture.

(d) Dome must, until Completion, keep confidential any information obtained by Dome by reason of action taken under this clause 6.7.

(e) Dome must ensure that any access under this clause 6.7 is carried out in a manner to avoid unreasonable disruption to the Companies and the Porgera Joint Venture, its operations and employees.

6.8 Lodgement of documents for the Amalgamation with the Registrar before Completion

(a) In accordance with the Amalgamation Procedures, Dome must complete, and OML must procure that each of the Companies completes, all corporate action required in paragraphs 1 to 4 of the Amalgamation Procedures as soon as possible after signing this Deed, subject to Completion taking place.

(b) On the next Business Day following notice of fulfilment of the Conditions Precedent, OML must procure that the Companies deliver to Dome at its registered office and Dome must also produce at its registered office:

(i) a copy of the Amalgamation proposal;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) a copy of the resolution of the directors of the relevant Company approving the Amalgamation;

(iii) a certified copy of a resolution of shareholders of the relevant Company approving the Amalgamation;

(iv) copies of the respective certificates of directors of the relevant Company issued under section 234 and 236 of the Companies Act;

(v) a statement of the material interests of each of the directors of the relevant Company;

(vi) a statement of shareholders rights under section 91 of the Companies Act to have their shares bought back; and

(vii) all statutory forms required under the Companies Regulations to register the Amalgamation proposal.

(c) Upon receipt of all of the documents required under clause 6.8(b), Dome will cause such documents to be lodged with the Registrar with a request, subject to Completion taking place, to issue the amalgamation certificate on and with effect from the Completion Date.

6.9 Revenues received between the Effective Date and Completion

(a) OML may receive on behalf of the Companies, by way of repayment of the Loan at face value, the net proceeds from the sale of gold and silver (being the Revenues less the aggregate of Cash Calls and Other Expenses) from 1 July 2003 until the earlier of:

(i) the date the Post Effective Date Completion Adjustment equals the Initial Loan Balance; and

(ii) Completion.

(b) After OML is no longer entitled to receive such net proceeds in accordance with clause 6.9(a), the net proceeds must be paid into the Revenues Bank Account (without deduction or set-off) and held in dollars.

(c) Other than for the payment of Cash Calls and Other Expenses, the moneys held in the Revenues Bank Account may not be withdrawn or otherwise dealt with until after the earlier of:

(i) Completion; and

(ii) termination of this Deed,

without the prior written consent of DRD (IoM).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) OML must ensure that all necessary approvals are obtained to open a bank account, and a bank account is established (the Revenues Bank Account), prior to the time any moneys are required to be deposited into it in accordance with this clause 6.9.

(e) The Revenues Bank Account must be an interest bearing account in the name of OMP with the ANZ Bank or such other place agreed to by DRD (IoM).

(f) At Completion, OML must revoke all authorities and mandates in favour of OML and its employees in relation to the Revenues Bank Account with effect from Completion.

(g) For the avoidance of doubt, the balance of the Revenues Bank Account must be at least equal to the amount that the Post Effective Date Completion Adjustment exceeds the Initial Loan Balance.

7. CALCULATION OF THE COMPLETION CASH COMPONENT AND COMPLETION ADJUSTMENTS

7.1 Calculation of Completion Cash Component

(a) The Completion Cash Component will be determined in accordance with the calculation methodology contained in item 9 of Schedule 2.

(b) To enable the Completion Cash Component to be determined, the parties agree to act in good faith in determining the following adjustments and amounts (Completion Adjustments):

(i) the Scrip Adjustment Amount (if any);

(ii) the Scrip Cancellation Amount (if any);

(iii) the Estimated Post Effective Date Completion Adjustment; and

(iv) the Agreed Dividend (if any).

7.2 Scrip Adjustment Amount

(a) No later than one Business Day prior to Completion, DRD (IoM) may by notice to OML elect to replace any or all of the DRD Shares comprising the Base Scrip Consideration with cash.

(b) If DRD (IoM) elects to replace any or all of the Base Scrip Consideration with cash under clause 7.2(a), the amount payable to OML as the Completion Value will be reduced by the Scrip Adjustment Amount determined in accordance with the calculation methodology contained in items 7 and 14 of Schedule 2.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) If DRD (IoM) elects to replace any or all of the Base Scrip Consideration with cash under clause 7.2(a), the value of the Scrip Cancellation Amount will be determined in accordance with the calculation methodology contained in item 11 of Schedule 2.

7.3 Estimated Post Effective Date Completion Adjustment

(a) The parties acknowledge that it may not be possible to finally determine the Post Effective Date Completion Adjustment until after Completion. Accordingly, the parties agree to proceed to Completion based on the Estimated Post Effective Date Completion Adjustment determined in accordance with the calculation methodology contained in item 6 of Schedule 2, clause 5.6 and this clause 7.3.

(b) No later than two Business Days following notice of fulfilment of the Conditions Precedent, OML must provide to DRD (IoM):

(i) a written statement showing OMLs calculation of the Estimated Post Effective Date Completion Adjustment for the period between the Effective Date and the Completion Date including an itemised statement of the transactions which make up each of R, ACC and OE in the calculation of the Estimated Post Effective Date Completion Adjustment;

(ii) if requested by DRD (IoM), a copy of the relevant ledgers for each of OMP and MRP showing all transactions and items which have been taken into account in determining the Estimated Post Effective Date Completion Adjustment, together with a written explanation of all such items and copies of all invoices, receipts, notices or other documents evidencing such amounts;

(iii) evidence (in a form reasonably acceptable to Dome) of the payment by OML on behalf of the Companies of any Cash Calls or Other Expenses in respect of the Porgera Joint Venture between the Effective Date and the Completion Date;

(iv) such other information as is reasonably requested by DRD (IoM) to enable it to check the calculation of the Estimated Post Effective Date Completion Adjustment and to verify the information on which it is based.

(c) If DRD (IoM) accepts the Estimated Post Effective Date Completion Adjustment shown in the notice from OML or does not object to the calculation within 2 Business Days after receiving the last of the information and documents to be provided by OML under clause 7.3(b) above, the Estimated Post Effective Date Completion Adjustment will be the amount specified in the written statement from OML given under paragraph clause 7.3(b)(i) above.

(d) If DRD (IoM) objects to the Estimated Post Effective Date Completion Adjustment shown in the notice from OML, the Estimated Post Effective Date Completion Adjustment will be the amount agreed in writing by DRD (IoM) and OML or failing agreement the amount determined under the dispute resolution procedure in clause 21.

7.4 Agreed Dividend

For the purposes of the calculation of the Completion Cash Component, the Agreed Dividend is the amount of any Agreed Dividend payable to OML under clause 5.5.

8. COMPLETION

8.1 Completion Date

The Completion Date will be the later of:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) the day after the date that the one month notification period under section 234(4) of the Companies Act elapses;

(b) five Business Days after the satisfaction or waiver of the last of the Conditions Precedent, or such other date as may be agreed in writing by the parties; and

or such other date agreed to in writing by OML and DRD (IoM).

8.2 Time and Place of Completion

Subject to clause 3, Completion is to take place at 2.30pm on the Completion Date at the offices of OSL, Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District, Papua New Guinea or at such other place agreed by OML and DRD (IoM).

8.3 Obligations of OML and OSL to Deliver Documents at Completion

At Completion, OML must deliver to DRD (IoM), as controller of the Amalgamated Company:

(a) a certificate signed by OML confirming that all corporate action required to be taken by the Companies in respect of paragraphs 1 to 4 of the Amalgamation Procedures have been fulfilled and, subject to Dome having completed all such corporate actions required to be completed in respect of paragraphs 1 to 4 of the Amalgamation Procedures, it is in order for the Registrar to proceed with the issuing of the amalgamation certificate;

(b) the share certificates for the Shares;

(c) a written acknowledgement from OML that on and from Completion, it has no rights as a shareholder of either OMP or MRP;

(d) an irrevocable consent and waiver by OML of all rights of pre-emption under the constitutions of each of the Companies;

(e) the certificates of incorporation for each of the Companies;

(g) a copy of the constitution of each of the Companies;

(h) a certified copy of the Year-End Accounts and the Half-Yearly Accounts, together with the auditors report in relation to the Year-End Accounts;

(i) a certificate signed by OML confirming that each of the Warranties remains true and complete and not misleading or deceptive as at Completion;

(j) the minute books and other records of meetings or resolutions of shareholders or directors of each of the Companies;

(k) all registers and other statutory records, cheque books, books of account, trading and financial records, copies of taxation returns and notices of assessment, title documents, mortgages, leases, agreements, insurance policies, certificates and other papers and records of each of the Companies;

(l) evidence (in a form acceptable to Dome) that the Companies have directed the Porgera Joint Venture to pay all cash receipts which the Companies are entitled to after Completion into bank accounts in the name of Dome (and not to a bank account in the name of OML);

(m) a duly completed authority for the alteration of the signatories of each bank account of each of the Companies in the manner required by Dome by written notice before the Completion Date;

(n) all permits and licences issued to each of the Companies under any law relating to its business activities;

(o) evidence acceptable to Dome of the repayment of all Inter-Company Indebtedness (other than the Loan and the MRP/OMP Debt);

(p) the written resignations of each director, secretary and public officer of each of the Companies in accordance with clause 8.6(a), which resignations must acknowledge that they take effect without any entitlement to compensation (for loss of office or otherwise) as a result;

(q) the Loan Assignment Agreement duly executed by OML; and

(r) an undertaking in relation to the DRD Shares in the form set out in Annexure A executed by OML.

8.4 Obligations of Dome and DRD (IoM) to deliver documents at Completion

At Completion, DRD (IoM) and Dome must deliver to OML:

(b) a written statement showing:

(i) the Scrip Adjustment Amount (if any);

(ii) the Scrip Cancellation Amount;

(iii) the Estimated Post Effective Date Completion Adjustment;

(iv) the Agreed Dividend (if any);

(v) the Completion Cash Component; and

(vi) the Scrip Completion Component (including details of the Issue Price); and

8.5 Payment obligations at Completion

(a) At Completion, DRD (IoM) must:

(i) ensure that the Completion Cash Component is paid to OML by:

(A) authorising the Deposit Holder to release the Deposit to OML or as OML may, in writing, direct;

(B) paying or causing Dome to pay the balance of the Completion Cash Component;

(ii) (if applicable) cause to have issued and allotted to OML, the Scrip Completion Component.

(b) The DRD Shares issued as the Scrip Completion Component will be registered on the DRD share register maintained in South Africa.

8.6 Completion Meetings

(a) At Completion, OML must procure each of the Companies to hold directors meetings to:

(i) declare or confirm the declaration and payment of any dividend in respect of any Agreed Dividend not previously declared or paid;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) to accept the resignation of the existing directors, secretary and public officer with effect from Completion;

(iii) revoke all existing authorities to operate bank accounts and to approve new authorities in favour of the persons nominated by Dome, with effect from Completion;

(iv) record in the share register for each of the Companies:

(A) the issue of new shares in the Amalgamated Company to DRD (IoM) under clause 4.1; and

(B) then, the fact that the Shares in the Companies have not converted into shares in the Amalgamated Company.

(b) At Completion, Dome must hold directors meetings to record in the share register for Dome:

(i) the issue of new shares in the Amalgamated Company to DRD (IoM) under clause 4.1; and

(ii) then, the fact that all of the shares in Dome held by Dome Resources have not converted into shares in the Amalgamated Company.

8.7 Obligations of the Registrar

For Completion to have been effected, the Registrar must issue the certificate of amalgamation in accordance with section 237(1)(a) of the Companies Act evidencing the Amalgamation. Upon issue of the certificate, the Amalgamation will be effective and the transactions and arrangements specified in clause 4.3 will have occurred in the order specified in clause 4.3.

8.8 Conditions of Completion

(a) Completion is conditional on each of the events set out in this clause 8 occurring, and OML, Dome and DRD (IoM) complying with all of their obligations under this clause 8.

(b) If the events set out in this clause 8 do not occur, or either of OML, Dome or DRD (IoM) fail to comply with their obligations under this clause 8, and the parties do not achieve Completion then:

(i) each party must return to the other parties all documents delivered to it under this clause 8;

(ii) subject to clause 4.6, each party must repay to the other (or transfer to such person as the party providing that consideration may direct) all consideration received by it under this clause 8; and

(iii) each party must do everything reasonably required by the other parties to reverse any action taken under this clause 8,

without prejudice to any other rights any party may have in respect of that failure.

9. POST COMPLETION RECONCILIATIONS

9.1 Determination of the Post Effective Date Completion Adjustment Reconciliation Amount

The parties agree to act in good faith in determining the Post Effective Date Completion Adjustment Reconciliation Amount.

(a) The Post Effective Date Completion Adjustment Reconciliation Amount will be determined in accordance with the calculation methodology contained in item 22 of Schedule 2 and this clause 9.2.

(b) Within 10 Business Days after Completion, OML must provide to DRD (IoM):

(i) a written statement showing all OMLs calculation of the Post Effective Date Completion Adjustment for the period between the Effective Date and the Completion Date, including an itemised statement of the transactions which make up each of R, ACC and OE in the calculation of the Post Effective Date Completion Adjustment;

(ii) if requested by DRD (IoM), a copy of the relevant ledgers for each of OMP and MRP showing all transactions and items which have been taken into account in determining the Post Effective Date Completion Adjustment, together with a written explanation of all such items, and copies of all invoices, receipts, notices or other documents evidencing such amounts;

(iv) such other information as is reasonably requested by DRD (IoM) to enable it to check the calculation of the Post Effective Date Completion Adjustment and to verify the information on which it is based.

(c) If DRD (IoM) accepts the Post Effective Date Completion Adjustment shown in the notice from OML or does not object to the calculation within 10 Business Days after receiving the last of the information and documents to be provided by OML under clause 9.2(b) above, the Post Effective Date Completion Adjustment will be the amount specified in the written statement from OML given under clause 9.2(b)(i) above.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) If DRD (IoM) objects to the Post Effective Date Completion Adjustment shown in the notice from OML, the Post Effective Date Completion Adjustment will be the amount agreed in writing by DRD (IoM) and OML or failing agreement the amount determined under the dispute resolution procedure in clause 21.

(e) If the Post Effective Date Completion Adjustment Reconciliation Amount is a positive amount, the amount of the Post Effective Date Completion Adjustment Reconciliation Amount must be paid by Dome to OML within 5 Business Days after the final determination of that amount.

(f) If the Post Effective Date Completion Adjustment Reconciliation Amount is a negative amount, the absolute amount of the Post Effective Date Completion Adjustment Reconciliation Amount must be paid by OML to DRD (IoM) within 5 Business Days after the final determination of that amount.

10. ASSISTANCE TO BE PROVIDED BY OML POST COMPLETION

10.1 OSL to provide assistance in respect of the preparation of accounts

(a) On and from the date of this Deed, OSL must provide all reasonable assistance (including, but not limited to, access to senior management) to DRD, at DRDs cost (determined in accordance with Schedule 10), in connection with the preparation of US GAAP compliant financial statements (in a form acceptable to the US Securities Exchange Commission) for each of MRP and OMP for the last 2 complete financial years immediately prior to Completion.

(b) On and from Completion, OSL must provide all reasonable assistance (including, but not limited to, access to senior management) to DRD, at DRDs cost (determined in accordance with Schedule 10) , in connection with the preparation of financial statements for the Companies in respect of the period before Completion.

10.2 OSL to provide assistance in respect of the preparation of tax returns for period prior to Effective Date

(a) Subject to clause 10.2(b) below, on and from Completion, OML must provide all reasonable assistance (including, but not limited to, access to senior management) to DRD, at DRDs cost (determined in accordance with Schedule 10), in connection with the preparation of all Tax returns required by law to be lodged or filed by each Company that relate to the period before Completion.

(b) If the 2002 Tax return of a Company has not been lodged, or the 2001 Tax return of a Company has not been re- lodged, prior to Completion, then on and from Completion, OML must provide all reasonable assistance (including, but not limited to, access to senior management) to DRD, at OMLs cost, in connection with:

(i) in relation to the 2001 Tax return, the preparation and re-lodgement of the 2001 Tax return for each Company; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) in relation to the 2002 Tax return, the preparation and lodgement of the 2002 Tax return for each Company.

(c) If the 2002 Tax return of a Company has not been lodged, or the 2001 Tax return of a Company has not been re- lodged, prior to Completion, then Dome must consult with OML prior to lodging, or re-lodging, such Tax returns.

11. OMLS REPRESENTATIONS AND WARRANTIES

11.1 Representations and Warranties

In consideration of Dome and DRD (IoM) agreeing to the Amalgamation and the transactions contemplated by this Deed, OML represents and warrants to Dome and DRD (IoM) that each of the statements in Schedule 4 (each of which operates separately and is in no way limited or restricted by inference from the terms of any other statement) is complete and correct in all material respects.

11.2 Reliance

OML acknowledges that Dome and DRD (IoM) have executed this Deed and the Loan Assignment Agreement and agreed in writing to take part in the transactions that this Deed and the Loan Assignment Agreement contemplates in reliance on the Warranties.

11.3 Qualifications

(a) The Warranties are subject to any exceptions in Schedule 5.

(b) Except to the extent of the representations and warranties contained in this Deed, including (without limitation) the Warranties, OML makes no representations or warranties concerning:

(i) any information provided to Dome or DRD (IoM) by a third party unless the same information is provided to Dome or DRD (IoM) by or on behalf of OML; or

(ii) any information in the Data Room.

11.4 Repetition of Warranties

The Warranties are taken to be repeated on the Completion Date.

11.5 Time Limits on Warranties

(a) OML is liable for breach of the Warranties (other than those relating to Tax) or of any other provision of this Deed and under the indemnity in clause 12 (other than the indemnity relating to Tax in clause 20) only if Dome notifies OML of the breach within 18 months of the Completion Date.

(b) OML is liable for breach of the Warranties relating to Tax and under the Tax indemnity in clause 20:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) in respect of the 2001 Tax return of a Company, only if Dome notifies OML of the breach within 3 years of the date of issue of the first notice of assessment or reassessment by the Internal Revenue Commission of Papua New Guinea for the 2001 Tax year of that Company issued after 23 September 2003;

(ii) in respect of the 2002 Tax return of a Company, only if Dome notifies OML of the breach within 3 years of the date of issue of the first notice of assessment by the Internal Revenue Commission of Papua New Guinea for the 2002 Tax year of that Company issued after 23 September 2003; and

(iii) in respect of all other Tax warranties (including warranties relating to each of the Companies Tax returns prior to the 2001 Tax return), only if Dome notifies OML of the breach within 3 years of the date of this Deed.

11.6 Minimum Claim Amount

(a) OML is liable for a claim for breach of Warranty or under the indemnity in clause 12 (other than a breach of Warranty in respect of paragraph 45 of Schedule 4) only if the total of:

(i) the amount claimed in respect of the breach; and

(ii) the amount of all other claims for breach of warranty which have not been dismissed by final judgment of a competent court,

exceeds $500,000.

(b) Once the total of claims for breach of Warranty (other than for a breach of Warranty in respect of paragraph 45 of Schedule 4) exceeds $500,000, OML is liable for the total amount, and not only the amount in excess of $500,000.

(c) In respect of a claim for breach of the Warranty set out in paragraph 45 of Schedule 4, OML is liable for breach of that Warranty (or under the indemnity in clause 12) only if the total of:

(i) the amount claimed in respect of the breach; and

(ii) the amount of all other claims for breach of warranty which have not been dismissed by final judgment of a competent court,

exceeds $2,700,000 (in which case OML is only liable for the excess of the claim over and above $2,700,000).

11.7 Meaning of Breach

Any reference in this Deed to a breach of a Warranty includes the Warranty not being complete or correct.

11.8 Knowledge of Dome and DRD (IoM)

(a) Subject to clause 11.8(b) below, the Warranties are further qualified by, and neither Dome nor DRD (IoM) may claim in relation to:

(i) any consequence of any law or regulation, or of any administrative practice of a Government Agency taking effect after Completion, in any jurisdiction affecting any Company; and

(ii) anything which Dome, DRD (IoM) or any related corporation of Dome or DRD (IoM) or any of Mark Wellesley-Wood, Ian Murray, Anton Lubbe or Richard Johnson of DRD, Richard Phillips, Campbell Johnson or Peter Watson from Macquarie Bank Limited, Robert Franklyn or Russell Philip from Freehills, Steven OBrien of OBriens Lawyers or Michael Honiball of

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document KPMG actually knows after undertaking reasonable enquiries provided that those persons will not be held to know or to have ought to have known:

(A) relevant information held by other persons within their respective firms or companies which has been obtained other than as a consequence of the engagement to advise DRD in relation to the Amalgamation; and

(B) information which has not been made available due to restrictions on access to information or on the ability to seek information in relation to the Porgera Joint Venture or the Companies (whether or not those restrictions have been imposed by OML, OSL, under the Porgera Joint Venture or otherwise).

(b) The Warranties in paragraphs 23 and 45 of Schedule 4 are not subject to the limitation on claims for breach of Warranty imposed on Dome and DRD (IoM) in clause 11.8(a) above.

(c) In so far as the Warranties in paragraphs 67-71 of Schedule 4 relate to valued added tax or any similar Tax, those Warranties are not subject to the limitation on claims for breach of Warranty imposed on Dome and DRD (IoM) in clause 11.8(a) above.

(d) The information provided by or on behalf of OML to Freehills on 23 September 2003 is to be disregarded in ascertaining the state of knowledge of Dome and DRD (IoM).

11.9 No Further Warranties

(a) Except to the extent of the representations and warranties contained in this Deed and the Loan Assignment Agreement, including (without limitation) the Warranties, neither OML nor any related corporation of OML makes any express or implied representation or warranty.

(b) OML nor any related corporation of OML makes any express or implied representation or warranty as to future matters, including future or forecast costs, revenues or profits.

(c) To the maximum extent permitted by law, all conditions, warranties, representations and undertakings (express, implied, written, oral, collateral, statutory or otherwise) except those contained in this Deed are excluded.

11.10 Dome and DRD (IoM) Acknowledgments

Dome and DRD (IoM) each acknowledge, represent and warrant that:

(a) it has had advice in relation to the Amalgamation and to the terms of the transactions contemplated by this Deed and the documents to be executed pursuant to it; and

(b) it and its representatives have had an opportunity to make and conduct, and have made and conducted, limited inquiries and due diligence investigations and evaluations of each Company, its assets and affairs.

11.11 Claims by Dome and DRD (IoM)

Except as otherwise provided in this agreement, only Dome and DRD (IoM) can make a claim for anything under this Deed including (without limitation) a claim for a breach of a Warranty or under an indemnity in this Deed, and then only strictly in accordance with this Deed.

Dome and DRD (IoM) must take all reasonable action to mitigate any loss suffered by Dome and/or DRD (IoM) for which a claim could be made. Nothing in this Deed restricts or limits Domes or DRD (IoM)s general obligation at law to mitigate any loss or damage.

12. INDEMNITY FOR BREACH BY OML

12.1 Indemnity

Subject to clauses 11.5 and 11.6, OML must indemnify Dome and DRD (IoM), and each of the Companies (each an Indemnified Person) against and hold them harmless from:

(a) all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Indemnified Person; and

(b) all actions, proceedings, claims or demands made against an Indemnified Person,

as a result of the breach of any of the Warranties whether that breach arises before or after the Completion Date.

12.2 Application of Indemnity

Without limiting clause 12.1, the indemnity in clause 12.1 applies to:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) any loss incurred by Dome and/or DRD (IoM) by reason of the Shares or the Loan being worth less than they would have been if the breach had not occurred;

(b) any Taxes which may be incurred by an Indemnified Person relating to performance by OML under this clause 12; and

(ii) costs and expenses incurred in appealing, compromising or disputing liability for any Tax at the request of OML.

13. OSL REPRESENTATIONS AND WARRANTIES

13.1 OSL Representations and Warranties

(a) OSL represents and warrants to each of Dome and DRD (IoM) that:

(i) (status) OSL is a company limited by shares under the Companies Act;

(ii) (power) OSL has full legal capacity and power:

(A) to own its property and assets and to carry on its business; and

(B) subject to satisfaction of the Conditions Precedent, to enter into this Deed and to carry out the transactions that this Deed contemplates;

(iii) (corporate authority) subject to satisfaction of the Conditions Precedent, all corporate action has been taken that is necessary or desirable to authorise OSLs entry into this Deed and OSLs carrying out of the transactions that this Deed contemplates;

(iv) (Authorisation) subject to satisfaction of the Conditions Precedent, OSL holds each Authorisation that is necessary or desirable to:

(A) execute this Deed and to carry out the transactions that this Deed contemplates;

(B) ensure that this Deed is legal, valid, binding and admissible in evidence; and

and OSL is complying with any conditions to which any of these Authorisations is subject;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) (Deed effective) subject to satisfaction of the Conditions Precedent, this Deed constitutes OSLs legal, valid and binding obligations, enforceable against OSL in accordance with the terms of this Deed (except to the extent limited by equitable principles and laws affecting creditors rights generally) subject to any necessary stamping or registration;

(vi) (no contravention) subject to satisfaction of the Conditions Precedent, neither OSLs execution of this Deed nor the carrying out by OSL of the transactions that this Deed contemplates, does or will:

(A) contravene any law to which OSL or any of OSLs property is subject or any order of any Government Agency that is binding on OSL or any of OSLs property;

(B) contravene any Authorisation;

(D) contravene OSLs constitution.

(b) The representations and warranties in this clause 13.1 are taken to be repeated on the Completion Date.

(c) OSL acknowledges that each of Dome and DRD (IoM) have executed this Deed and agreed to take part in the transactions that this Deed contemplates in reliance on the representations and warranties that are made or repeated in this clause.

14. RELEASE OF ENCUMBRANCES

14.1 OML to procure releases

OML must use its best endeavours to ensure the unconditional release of the Companies and the Assets from any Encumbrance provided in relation to and for the benefit of OML, or any related corporation of OML, their businesses or their obligations, effective from Completion.

14.2 Indemnity by OML

If OML is unable to ensure the unconditional release under clause 14.1, OML must pay to Dome an amount equal to any claim, action, damage, loss, liability, cost, charge, expense, outgoing, or payment which the Companies may pay, suffer, incur or be liable for in relation to any Encumbrance referred to in clause 14.1.

15.1 Domes Representations and Warranties

(a) Dome represents and warrants to OML that:

(i) (status) Dome is a company limited by shares under the Companies Act;

(ii) (power) Dome has full legal capacity and power:

(A) to own its property and assets and to carry on its business; and

(B) subject to satisfaction of the Conditions Precedent, to enter into this Deed and to carry out the transactions that this Deed contemplates;

(iii) (corporate authority) subject to satisfaction of the Conditions Precedent, all corporate action has been taken that is necessary or desirable to authorise Domes entry into this Deed and Domes carrying out of the transactions that this Deed contemplates;

(iv) (Authorisation) subject to satisfaction of the Conditions Precedent, Dome holds each Authorisation that is necessary or desirable to:

(A) execute this Deed and to carry out the transactions that this Deed contemplates;

(B) ensure that this Deed is legal, valid, binding and admissible in evidence; and

and Dome is complying with any conditions to which any of these Authorisations is subject;

(v) (Deed effective) subject to satisfaction of the Conditions Precedent, this Deed constitutes its legal, valid and binding obligations, enforceable against Dome in accordance with the terms of this Deed (except to the extent limited by equitable principles and laws affecting creditors rights generally) subject to any necessary stamping or registration;

(vi) (no contravention) subject to satisfaction of the Conditions Precedent, neither Domes execution of this Deed nor the carrying out by Dome of the transactions that this Deed contemplates, does or will:

(A) contravene any law to which Dome or any of Domes property is subject or any order of any Government Agency that is binding on Dome or any of Domes property;

(B) contravene any Authorisation;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (C) contravene any undertaking or instrument binding on Dome or any of Domes property; or

(D) contravene Domes constitution.

(b) The representations and warranties in this clause 15.1 are taken to be repeated on the Completion Date.

(c) Dome acknowledges that OML has executed this Deed and agreed to take part in the transactions that this Deed contemplates in reliance on the representations and warranties that are made or repeated in this clause.

15.2 DRD (IoM)s Representations and Warranties

(a) DRD (IoM) represents and warrants to OML that:

(i) (status) DRD (IoM) is a company limited by shares under the laws of the Isle of Man;

(ii) (power) DRD (IoM) has full legal capacity and power:

(A) to own its property and assets and to carry on its business; and

(B) subject to satisfaction of the Conditions Precedent, to enter into this Deed and to carry out the transactions that this Deed contemplates;

(iii) (corporate authority) subject to satisfaction of the Conditions Precedent, all corporate action has been taken that is necessary or desirable to authorise DRD (IoM)s entry into this Deed and DRD (IoM)s carrying out of the transactions that this Deed contemplates;

(iv) (Authorisation) subject to satisfaction of the Conditions Precedent, DRD (IoM) holds each Authorisation that is necessary or desirable to:

(A) execute this Deed and to carry out the transactions that this Deed contemplates;

(B) ensure that this Deed is legal, valid, binding and admissible in evidence; and

and DRD (IoM) is complying with any conditions to which any of these Authorisations is subject;

(v) (Deed effective) subject to satisfaction of the Conditions Precedent, this Deed constitutes DRD (IoM)s legal, valid and binding obligations, enforceable against DRD (IoM) in accordance with the terms of this Deed (except to the extent limited by 39

equitable principles and laws affecting creditors rights generally) subject to any necessary stamping or registration;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vi) (no contravention) subject to satisfaction of the Conditions Precedent, neither DRD (IoM)s execution of this Deed nor the carrying out by DRD (IoM) of the transactions that this Deed contemplates, does or will:

(A) contravene any law to which DRD (IoM) or any of DRD (IoM)s property is subject or any order of any Government Agency that is binding on DRD (IoM) or any of DRD (IoM)s property;

(B) contravene any Authorisation;

(D) contravene DRD (IoM)s constitution.

(b) The representations and warranties in this clause 15.2 are taken to be repeated on the Completion Date.

(c) DRD (IoM) acknowledges that OML has executed this Deed and agreed to take part in the transactions that this Deed contemplates in reliance on the representations and warranties that are made or repeated in this clause.

15.3 DRDs Representations and Warranties

(a) DRD represents and warrants to OML that:

(i) (status) DRD is a public company with limited liability under the South African Companies Act, 61 of 1973;

(ii) (power) DRD has full legal capacity and power:

(A) to own its property and assets and to carry on its business; and

(B) subject to satisfaction of the Conditions Precedent, to enter into this Deed and to carry out the transactions that this Deed contemplates;

(iii) (corporate authority) subject to satisfaction of the Conditions Precedent, all corporate action has been taken that is necessary or desirable to authorise DRDs entry into this Deed and DRDs carrying out of the transactions that this Deed contemplates;

(iv) (Authorisation) subject to satisfaction of the Conditions Precedent, DRD holds each Authorisation that is necessary or desirable to:

(A) execute this Deed and to carry out the transactions that this Deed contemplates;

(B) ensure that this Deed is legal, valid, binding and admissible in evidence; and

and DRD is complying with any conditions to which any of these Authorisations is subject;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) (Deed effective) subject to satisfaction of the Conditions Precedent, this Deed constitutes its legal, valid and binding obligations, enforceable against DRD in accordance with the terms of this Deed (except to the extent limited by equitable principles and laws affecting creditors rights generally) subject to any necessary stamping or registration;

(vi) (no contravention) subject to satisfaction of the Conditions Precedent, neither DRDs execution of this Deed nor the carrying out by DRD of the transactions that this Deed contemplates, does or will:

(A) contravene any law to which DRD or any of its property is subject or any order of any Government Agency that is binding on DRD or any of DRDs property;

(B) contravene any Authorisation;

(D) contravene DRDs memorandum or articles of association,

(vii) (power to issue DRD Shares) subject to satisfaction of the Conditions Precedent, DRD will have the approval of the South African Reserve Bank to the issue of the Scrip Completion Component (if applicable) to OML in accordance with the terms of this Deed.

(b) The representations and warranties in this clause 15.3 are taken to be repeated on the Completion Date.

(c) DRD acknowledges that OML has executed this Deed and agreed to take part in the transactions that this Deed contemplates in reliance on the representations and warranties that are made or repeated in this clause.

16. OSL GUARANTEE AND INDEMNITY

16.1 OSL Guarantee

OSL unconditionally and irrevocably guarantees to Dome and DRD (IoM):

(a) the payment of the OSL Guaranteed Moneys; and

(b) the performance of OMLs obligations under this Deed.

16.2 Payment

If the OSL Guaranteed Moneys are not paid when due, OSL must immediately on demand from Dome and/or DRD (IoM) pay to Dome and/or DRD (IoM) the OSL Guaranteed Moneys in the same manner and currency as the OSL Guaranteed Moneys are required to be paid.

16.3 Performance

If OML fails to perform its obligations under this Deed when they are due, OSL must immediately on demand from Dome and/or DRD (IoM) cause OML to perform its obligations under this Deed.

(a) If any of the OSL Guaranteed Moneys (or amounts which would have been OSL Guaranteed Moneys had they not been irrecoverable) are:

(i) irrecoverable from OML; and

(ii) not recoverable by Dome or DRD (IoM) from OSL on the basis of a guarantee,

OSL as a separate and principal obligation:

(iii) indemnifies Dome and DRD (IoM) against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered, paid or incurred by Dome and/or DRD (IoM) in relation to the non-payment of those amounts; and

(iv) must pay to Dome and/or DRD (IoM) an amount equal to those amounts.

(b) OSL indemnifies Dome and DRD (IoM) against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered, paid or incurred by Dome and/or DRD (IoM) in relation to:

(i) the failure of OML to perform its obligations under this Deed; or

(ii) the failure of OSL to cause OML to perform its obligations under this Deed.

16.5 Extent of guarantee and indemnity

(a) This clause 16 applies:

(i) to the present and future amount of the OSL Guaranteed Moneys and the present and future obligations of OML under this Deed; and

(ii) to this Deed, as amended, supplemented, renewed or replaced.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The obligations of OSL under this clause 16 extend to any increase in the OSL Guaranteed Moneys and any change in the obligations of OML as a result of:

(i) any amendment, supplement, renewal or replacement of this Deed and any agreement or document contemplated by this Deed; or

(ii) the occurrence of any other thing.

(c) This clause 16 is not affected nor are the obligations of OSL under this Deed released or discharged or otherwise affected by anything which but for this provision might have that effect.

(d) This clause 16.5 applies:

(i) regardless of whether OSL is aware of or has consented to or is given notice of any amendment, supplement, renewal or replacement of any agreement to which OML, Dome and/or DRD (IoM) are a party or the occurrence of any other thing; and

(ii) irrespective of any rule of law or equity to the contrary.

16.6 Avoidance of payments

(a) If any payment, conveyance, transfer or other transaction relating to or affecting the OSL Guaranteed Moneys or any obligation of OML under this Deed is:

(i) void, voidable or unenforceable in whole or in part; or

(ii) is claimed to be void, voidable or unenforceable and that claim is upheld, conceded or compromised in whole or in part,

the liability of OSL under this clause 16 and any Power is the same as if:

(iii) that payment, transaction, conveyance or transfer (or the void, voidable or unenforceable part of it); and

(iv) any release, settlement or discharge made in reliance on any thing referred to in clause 16.6(a)(iii),

had not been made and OSL must immediately take all action and sign all documents necessary or required by Dome or DRD (IoM) to restore to Dome and DRD (IoM) the benefit of this clause 16 and any security held by Dome and/or DRD (IoM) immediately before the payment, conveyance, transfer or transaction.

(b) Clause 16.6(a) applies whether or not Dome or DRD (IoM) knew, or ought to have known of, anything referred to in that clause.

16.7 Principal and independent obligation

(a) This clause 16 is:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and

(ii) independent of and not in substitution for or affected by any other collateral security which Dome or DRD (IoM) may hold in respect of the OSL Guaranteed Moneys or the obligations of OML under this Deed or any other person.

(b) This clause 16 is enforceable against OSL:

(i) without first having recourse to any collateral security;

(ii) whether or not Dome or DRD (IoM) has:

(A) made demand upon OML;

(B) given notice to OML or any other person in respect of any thing; or

(iii) whether or not any OSL Guaranteed Moneys is due.

16.8 No competition

(a) Subject to clause 16.8(b), until the OSL Guaranteed Moneys have been fully paid, until the obligations of OML under this Deed have been fully performed and until this clause 16 has been finally discharged, OSL must not, either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of OML.

(b) If required by Dome or DRD (IoM), OSL must prove in any liquidation of OML for all amounts owed to OSL.

(c) All amounts recovered by OSL from any liquidation or under any security from OML must be received and held in trust by OSL for Dome and/or DRD (IoM) to the extent of the unsatisfied liability of OSL under this clause 16.

16.9 Continuing guarantee and indemnity

This clause 16 is a continuing obligation of OSL, despite:

(a) any settlement of account; or

(b) the occurrence of any other thing,

and remains in full force and effect until:

(e) this clause 16 has been finally discharged by Dome and DRD (IoM).

17. DRD GUARANTEE AND INDEMNITY

17.1 DRD Guarantee

Subject to the approval of the South African Reserve Bank contemplated in clause 3.1(f), DRD unconditionally and irrevocably guarantees to OML:

(a) the payment of the DRD Guaranteed Moneys; and

(b) the performance of Domes and DRD (IoMs) obligations under this Deed.

17.2 Payment

If the DRD Guaranteed Moneys are not paid when due, DRD must immediately on demand from OML pay to OML the DRD Guaranteed Moneys in the same manner and currency as the DRD Guaranteed Moneys are required to be paid.

17.3 Performance

If Dome or DRD (IoM) fails to perform its obligations under this Deed when they are due, DRD must immediately on demand from OML cause Dome and/or DRD (IoM) to perform its obligations under this Deed.

17.4 Indemnity

(a) If any of the DRD Guaranteed Moneys (or amounts which would have been DRD Guaranteed Moneys had they not been irrecoverable) are:

(i) irrecoverable from Dome or DRD (IoM); and

(ii) not recoverable by OML from DRD on the basis of a guarantee,

DRD as a separate and principal obligation:

(iii) indemnifies OML against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered, paid or incurred by OML in relation to the non-payment of those amounts; and

(iv) must pay to OML an amount equal to those amounts.

(b) DRD indemnifies OML against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered, paid or incurred by OML in relation to:

(i) the failure of Dome or DRD (IoM) to perform its obligations under this Deed; or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) the failure of DRD to cause Dome and/or DRD (IoM) to perform its obligations under this Deed.

17.5 Extent of guarantee and indemnity

(a) This clause 17 applies:

(i) to the present and future amount of the DRD Guaranteed Moneys and the present and future obligations of Dome or DRD (IoM) under this Deed; and

(ii) to this Deed, as amended, supplemented, renewed or replaced.

(b) The obligations of DRD under this clause 17 extend to any increase in the DRD Guaranteed Moneys and any change in the obligations of Dome or DRD (IoM) as a result of:

(i) any amendment, supplement, renewal or replacement of this Deed and any agreement or document contemplated by this Deed; or

(ii) the occurrence of any other thing.

(c) This clause 17 is not affected nor are the obligations of DRD under this Deed released or discharged or otherwise affected by anything which but for this provision might have that effect.

(d) This clause 17.5 applies:

(i) regardless of whether DRD is aware of or has consented to or is given notice of any amendment, supplement, renewal or replacement of any agreement to which OML, Dome and/or DRD (IoM) are a party or the occurrence of any other thing; and

(ii) irrespective of any rule of law or equity to the contrary.

17.6 Avoidance of payments

(a) If any payment, conveyance, transfer or other transaction relating to or affecting the DRD Guaranteed Moneys or any obligation of Dome or DRD (IoM) under this Deed is:

(i) void, voidable or unenforceable in whole or in part; or

(ii) is claimed to be void, voidable or unenforceable and that claim is upheld, conceded or compromised in whole or in part,

the liability of DRD under this clause 17 and any Power is the same as if:

(iii) that payment, transaction, conveyance or transfer (or the void, voidable or unenforceable part of it); and

(iv) any release, settlement or discharge made in reliance on any thing referred to in clause 17.6(a)(iii),

had not been made and DRD must immediately take all action and sign all documents necessary or required by OML to restore to OML the benefit of this clause 17 and any security held by OML immediately before the payment, conveyance, transfer or transaction.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Clause 17.6(a) applies whether or not OML knew, or ought to have known of, anything referred to in that clause.

17.7 Principal and independent obligation

(a) This clause 17 is:

(i) a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and

(ii) independent of and not in substitution for or affected by any other collateral security which OML may hold in respect of the DRD Guaranteed Moneys or the obligations of Dome or DRD (IoM) under this Deed or any other person.

(b) This clause 17 is enforceable against DRD:

(i) without first having recourse to any collateral security;

(ii) whether or not OML has:

(A) made demand upon Dome or DRD (IoM);

(B) given notice to Dome, DRD (IoM) or any other person in respect of any thing; or

(iii) whether or not any DRD Guaranteed Moneys is due.

17.8 No competition

(a) Subject to clause 17.8(b), until the DRD Guaranteed Moneys have been fully paid, until the obligations of Dome and DRD (IoM) under this Deed have been fully performed and until this clause 17 has been finally discharged, DRD must not, either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of Dome or DRD (IoM).

(b) If required by OML, DRD must prove in any liquidation of Dome and/or DRD (IoM) for all amounts owed to DRD.

(c) All amounts recovered by DRD from any liquidation or under any security from Dome and/or or DRD (IoM) must be received and held in trust by DRD for OML to the extent of the unsatisfied liability of DRD under this clause 17.

17.9 Continuing guarantee and indemnity

This clause 17 is a continuing obligation of DRD, despite:

(a) any settlement of account; or

(b) the occurrence of any other thing,

and remains in full force and effect until:

(d) the obligations of Dome and DRD (IoM) under this Deed have been performed; and

(e) this clause 17 has been finally discharged by OML.

18. PLACER INDEMNITY

18.1 Indemnity

(a) OML indemnifies and agrees to keep Dome and DRD (IoM) indemnified against any cost, expense or other payment specified in clause 18.1(b) below which Dome or any related corporation of Dome or DRD (IoM) pays or incurs, or is liable for, as a direct result of:

(i) Placer obtaining a final order from any Court with jurisdiction to hear the matter; or

(ii) a compromise (in the case of Dome with the prior consent of OML) of proceedings actually commenced or threatened in writing between Placer and any or all of the parties to this Deed,

which order or compromise:

(iii) operates to prevent the Amalgamation; or

(iv) requires Dome or DRD (IoM) to divest any of the Shares the subject of the Amalgamation or unwind the Amalgamation; or

(v) results in damages being payable by Dome or DRD (IoM),

such order or compromise arising from or relating to a failure to obtain the consent of Placer in accordance with clause 8(b) of the Placer Substitution Deed.

(b) The following costs, expenses and payments incurred by Dome, DRD (IoM) or any related corporation of Dome or DRD (IoM) from 31 July 2003 (Dome Costs), are covered by the indemnity in clause 18.1(a) and no others:

(i) reasonable legal costs in connection with any Proceedings or any such order;

(ii) site visit costs including reasonable travel and accommodation expenses;

(iii) advisory and other professional fees in respect of the tender for and negotiation of the contract for and any other act or thing reasonably done in connection with the Amalgamation;

(iv) the amount of any damages actually payable to Placer; and

(v) the amount of any costs actually payable to Placer as a result of a costs order made or compromise reached.

(c) Notwithstanding any other provision of this clause 18.1 and except as specifically provided in clauses 18.1(b)(i), (ii), (iii) and (v), OML will not be liable under clause 18.1(a) for any special, indirect or consequential damage, loss, liability, cost, expense or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document payment or any claim or action arising in connection therewith which Dome, DRD (IoM) or any related corporation of Dome or DRD (IoM) suffers or incurs, or is liable for.

(d) OMLs liability to indemnify Dome and DRD (IoM) for Dome Costs, expenses and payments under clauses 18.1(a) and 18.1(b) is limited to a maximum aggregate amount of $3.0 million. Where Dome Costs are in aggregate greater than $3.0 million and Dome or DRD (IoM) seeks to enforce its indemnity under clause 18.1(a), OML will only be liable for $3.0 million of the aggregate of Dome Costs.

(e) The indemnity in clause 18.1(a) will terminate in respect of any claim or potential claim details of which are not notified to OML in writing within 12 months of the date of this Deed but shall otherwise continue in time until any claim is finally determined or compromised.

18.2 Operation of Companies during dispute with Placer

The parties agree that if Placer commences, or threatens to commence, any Proceedings (irrespective of whether such action or event occurs before or after Completion), then the provisions of Schedule 9 will apply.

19. CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

19.1 Confidentiality

Subject to clause 19.2, the parties must:

(a) maintain absolute confidentiality concerning the existence and terms of this Deed; and

(b) not make or authorise any public announcement or communication relating to the negotiations of the parties or the existence, subject matter or terms of this Deed without the prior written approval of the other parties.

19.2 Exceptions

A party may make such disclosures in relation to this Deed as it may think necessary:

(a) to its professional advisers and financiers contingent upon those persons undertaking to keep confidential any information so disclosed; or

(b) to comply with any law or the requirement of any regulatory body (including any relevant stock exchange).

20. TAX INDEMNITY

20.1 Refund indemnity

OML hereby indemnifies Dome from liabilities, losses and expenses (including reasonable legal costs on a solicitor and own client basis) arising from any dispute in relation to MRPs entitlement to, or receipt of, any refund of Tax from the Internal Revenue Commission of Papua New Guinea, the entitlement to which arose prior to a corporate restructure in 1999. This indemnity is not affected by any other provision in this Deed.

21.1 Scope of dispute resolution provisions

In the event of a dispute or objection in relation to the calculation of a Completion Adjustment or the Post Effective Date Completion Adjustment Reconciliation Amount, the procedure in this clause 21 is to be followed by the parties.

21.2 Obligation to negotiate

If DRD (IoM) or Dome on the one hand and OML on the other, objects to the calculation of an amount or adjustment under this Deed, these parties will negotiate in good faith to resolve the dispute as quickly as possible. If the dispute is resolved, the amount or adjustment determined under this clause will be the relevant amount for the purpose of this Deed.

21.3 Referral to and decision by expert

If the dispute is not resolved under clause 21.2 within 5 Business Days after notice of the objection, the matter must be submitted for decision by an expert. The decision of the

expert of the adjustment or amount will be the relevant amount for the purpose of this deed and is final and binding on the parties.

21.4 Appointment of expert

If a dispute arises for resolution by an expert then:

(a) the parties will endeavour to jointly appoint a practising Australian chartered accountant with experience with mining companies and of not less than 10 years standing to resolve the matter in dispute; and

(b) if the parties cannot agree on the identity of the expert within 5 Business Days of being required to do so, either party may request the then president for the time being of the Institute of Chartered Accountants in Australia to appoint such person.

21.5 Provision of information

The parties may make submissions and must provide all information requested by the expert within 2 Business Days of such request.

21.6 Timing

The parties agree to request the expert to make the decision as soon as reasonably practicable and in any event not later than 10 Business Days after the matter is referred to the expert for determination.

21.7 Expert not Arbitrator

The expert will act as an expert and not as an arbitrator.

The costs of the expert will be borne equally by DRD (IoM) and OML.

22. MINERAL RESOURCES ENGA

22.1 Mineral Resources Enga Limited

Subject to Completion occurring, DRD (IoM) will procure that the Amalgamated Company offers a 5% direct interest in the Porgera Joint Venture to Mineral Resources Enga Limited, on reasonable commercial terms referable to DRD (IoM)s acquisition cost of that interest, recognising reasonable transaction costs of the acquisition and on-sale of the 5% direct interest referred to above.

23. NOTICES

23.1 How to Give a Notice

A notice, consent or other communication under this Deed is only effective if it is:

(a) in writing, signed by or on behalf of the person giving it;

(b) addressed to the person to whom it is to be given; and

(i) delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that persons address; or

(ii) sent by fax to that persons fax number and the machine from which it is sent produces a report that states that it was sent in full.

23.2 When a Notice is Given

A notice, consent or other communication that complies with this clause is regarded as given and received:

(i) by 5.00 pm (local time in the place of receipt) on a Business Day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day - on the next Business Day; and

(b) if it is sent by mail:

(i) within Australia - 3 Business Days after posting; or

(ii) to or from a place outside Australia - 7 Business Days after posting.

23.3 Address for Notices

A persons address and fax number are those set out below, or as the person notifies the sender:

OML: Orogen Minerals Limited Address: Level 27, Angel Place 123 Pitt Street Sydney, NSW, 2000 Fax number: (61) 2 8207 8500 Attention: General Counsel/ Group Secretary

OMP: Orogen Minerals (Porgera) Limited Address: Level 27, Angel Place 123 Pitt Street Sydney NSW, 2000

Fax number: (61) 2 8207 8500 Attention: General Counsel/Group Secretary

MRP: Mineral Resources Porgera Limited Address: Level 27, Angel Place 123 Pitt Street Sydney NSW, 2000 Fax number: (61) 2 8207 8500 Attention: General Counsel/Group Secretary

OSL: Oil Search Limited Address: Level 27, Angel Place 123 Pitt Street Sydney NSW, 2000 Fax number: (61) 2 8207 8500 Attention: General Counsel/Group Secretary

Dome: Dome Resources (PNG) Limited and after Completion, the Amalgamated Company Address: 45 Empire Road, Parktown, Johannesburg,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Republic of South Africa Fax number: (27) 11 482 1022 Attention: Anton Lubbe / Niel Pretorius

DRD (IoM): DRD (Isle of Man) Limited Address: 45 Empire Road, Parktown, Johannesburg, Republic of South Africa Fax number: (27) 11 482 1022 Attention: Anton Lubbe / Niel Pretorius

DRD: Durban Roodepoort Deep, Limited Address: 45 Empire Road, Parktown, Johannesburg, Republic of South Africa Fax number: (27) 11 482 1022 Attention: Anton Lubbe / Niel Pretorius

24. AMENDMENT AND ASSIGNMENT

24.1 Amendment

This Deed can only be amended, supplemented, replaced or novated by another deed signed by the parties.

24.2 Assignment

A party may only dispose of, declare a trust over or otherwise create an interest in its rights under this Deed before Completion with the consent of each of the other parties.

25. GENERAL

25.1 Governing Law

(a) This Deed is governed by the law in force in New South Wales, Australia.

(b) Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this Deed, and waives any right it might have to claim that those courts are an inconvenient forum.

25.2 Liability for Expenses

Subject to clause 25.3, each party must pay its own expenses incurred in negotiating, executing and registering this Deed.

(a) Dome is responsible for and must pay any Stamp Duty in respect of the execution, delivery and performance of this Deed and any agreement or document entered into or signed under this Deed (other than Stamp Duty payable by OML under the Loan Assignment Agreement) up to the Agreed Maximum Duty.

(b) OML is responsible for and must pay any Stamp Duty in respect of the execution, delivery and performance of this Deed and any agreement or document entered into or signed under this Deed to the extent it exceeds the Agreed Maximum Duty.

(c) If Stamp Duty in respect of the execution, delivery and performance of this Deed or any agreement or document entered into or signed under this Deed (other than Stamp Duty payable by OML under the Loan Assignment Agreement), becomes payable by Dome before Completion, the duty may be deducted from the Deposit in accordance with clause 4.6(c)(ii).

(d) To the extent that the amount paid by Dome as Stamp Duty (irrespective of the amount finally determined as Stamp Duty in respect of the execution, delivery and performance of this Deed and any agreement or document entered into or signed under this Deed

(other than Stamp Duty payable by OML under the Loan Assignment Agreement)) is less than the Agreed Maximum Duty, Dome will pay the difference to OML:

(i) if duty has been paid before Completion, at Completion; and

(ii) if duty is paid after Completion, 2 Business Days after the date of payment of the last of the Stamp Duty payable by Dome in relation to the transactions contemplated by this Deed.

25.4 Giving effect to this Deed

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other parties may reasonably require to give full effect to this Deed or the transactions contemplated by this Deed.

25.5 Entitlement of Dome, OMP and MRP

Any entitlement of Dome, OMP or MRP respectively for a remedy against any person under this Deed shall not be affected by the Amalgamation and the representations, warranties and undertakings given to Dome enure for the benefit of the Amalgamated Company.

25.6 Waiver of Rights

A right may only be waived in writing, signed by the party giving the waiver, and:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again;

(d) no provision of this Deed is in any way modified by reason of any investigations made or information acquired by Dome or DRD (IoM).

25.7 Operation of this Deed

(a) This Deed and the Loan Assignment Agreement contains the entire agreement between the parties about its subject matter (other than in relation to Stamp Duty). Any previous understanding, agreement, representation or warranty relating to that subject matter (other than in relation to Stamp Duty) is replaced by this Deed and the Loan Assignment Agreement, and has no further effect.

(b) Any right that a person may have under this Deed is in addition to, and does not replace or limit, any other right that the person may have.

(c) Any provision of this Deed which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Deed enforceable, unless this would materially change the intended effect of this Deed.

25.8 Operation of Indemnities

(a) Each warranty and indemnity in this Deed survives the expiry or termination of this Deed.

(b) A party may recover a payment under an indemnity in this Deed before it makes the payment.

25.9 Consents

Where this Deed contemplates that a party may waive, agree or consent to something (however it is described), the party may:

(a) waive, agree or consent, or not waive, agree or consent, in its absolute discretion; and

(b) waive, agree or consent subject to conditions,

unless this Deed expressly contemplates otherwise.

25.10 No Merger

(a) No provision of this Deed (including, but not limited to, the Warranties) merges on Completion.

(b) The Warranties survive Completion of this Deed.

25.11 Exclusion of Contrary Legislation

Any legislation that adversely affects an obligation of a party, or the exercise by a party of a right or remedy, under or relating to this Deed is excluded to the full extent permitted by law.

If this Deed is inconsistent with any other document or agreement between the parties, this Deed prevails to the extent of the inconsistency.

25.13 Counterparts

This Deed may be executed in counterparts.

25.14 Attorneys

Each person who executes this Deed on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

SCHEDULE 1

DETAILS OF THE SHARES AND THE LOAN

Mineral Resources Porgera Limited

Capacity(acting as Shareholder trustee/in own right Address of Shareholder No. and Class of Shares Held

OML In own right Level 5, MMI Pacific 19,227 ordinary Insurance Building, shares Champion Parade, Capital District, Port Moresby

Orogen Minerals (Porgera) Limited

Capacity(acting as Shareholder trustee/in own right Address of Shareholder No. and Class of Shares Held

OML In own right Level 5, MMI Pacific 27,909,093 ordinary Insurance Building, shares Champion Parade, Capital District, Port Moresby

The Loan

Capacity(acting as Lender trustee/in own right Address Secured / Unsecured

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document OML In own right Level 5, MMI Pacific Unsecured. Insurance Building, Champion Parade, Capital District, Port Moresby

Schedule 2

Item Abbrev Definition Description Calculation Methodology BASE INFORMATION 1 BC Base Consideration The estimated total consideration paid for the $73.810 million fact that the Shares in the Companies will not convert into shares in the Amalgamated Company and the assignment of the Loan Balance (prior to adjustments). 2 BSC Base Scrip Consideration The amount of consideration payable in the $21.138 million form of DRD Shares included in the Base Consideration prior to any adjustments for the payment of cash in lieu of DRD Shares. 3 ILB Initial Loan Balance The net amount of loans owed by MRP and $18,165,739 OMP to OML (or its related bodies corporate) as at the Effective Date. 4 D Deposit Deposit. $5 million

Notes:

1 .Stamp Duty is payable by DRD (IoM) when the assessment is payable.

2. Subject to note 3 below, if the Post Effective Date Completion Adjustment exceeds the Initial Loan Balance, the excess will be paid into the Revenues Bank Account in the name of OMP in dollars and the Post Effective Date Completion Adjustment will be deemed to be equal to the Initial Loan Balance for the purposes of calculating Post Effective Date Completion Adjustment Reconciliation Amount.

3. If both OML and DRD (IoM) agree, an agreed amount may be paid as a dividend (net of withholding tax).

AGGREGATE COMPLETION VALUE PAYABLE AT COMPLETION 5 CV Completion Value The value of the consideration payable at CV = BC EPEDCA SAA Completion. 6 EPEDCA Estimated Post Effective An estimate of the Post Effective Date EPEDCA = Estimate of Date Completion Completion Adjustment. PEDCA as agreed by OML Adjustment and DRD within 5 Business Days prior to Completion, and failing agreement: $2m x no of months or part thereof between the Effective Date and Completion 7 SAA Scrip Adjustment Amount The adjustment to the Cancellation SAA = (ACPFS ÷ 0.9) Compensation and the Completion Value due ACPFS to the payment of part of the Scrip

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cancellation Amount in cash rather than DRD Shares. 8 ACPFS Additional Cash Payment The amount of additional cash which DRD An amount to be determined for Scrip elects to pay in cash in lieu of any or all of the by DRD up to a maximum of BSC. BSC x 0.9 (ie. US$19.0242 million)

Item Abbrev Definition Description Calculation Methodology CASH PAYABLE AT COMPLETION 9 CCC Completion Cash Component The cash amount payable to CCC = CV SCA OML at Completion for the fact that the shares in OMP and MRP will not convert into shares in the Amalgamated Company and for the assignment of the Loan Balance. SCRIP TO BE ISSUED AT COMPLETION 10 SCC Scrip Completion Component The number of whole DRD SCC = SCA ÷ IP Shares to be issued to OML to (disregarding any fraction of a satisfy the Scrip Cancellation share) Amount. 11 SCA Scrip Cancellation Amount The value of the scrip Value of the SCA = BSC component of the Cancellation (ACPFS + SAA) Compensation. 12 BSC Base Scrip Consideration The amount of consideration US$21.138 million payable in the form of DRD Shares included in the Base Consideration prior to any adjustments for the payment of cash in lieu of DRD Shares. 13 ACPFS Additional Cash Payment for The amount of additional cash An amount to be determined Scrip which DRD elects to pay in by DRD up to a maximum of cash in lieu of any or all of the BSC x 0.9 (ie. US$19.0242 BSC. million) 14 SAA Scrip Adjustment Amount The adjustment to the SAA = (ACPFS ÷ 0.9) Cancellation Compensation ACPFS and the Completion Value due to the payment of part of the Scrip Cancellation Amount in cash rather than DRD Shares. 15 IP Issue Price The issue price used to IP = the greater of US$1.65 calculate the Scrip Completion per DRD Share and an amount Component. equal to a 10% discount to VWAP (rounded up to the nearest cent) 16 VWAP Volume Weighted Average The volume weighted average The volume weighted average Price price used as a base from sale price of DRDs American

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document which to determine the Issue Depositary Receipts on Price. NASDAQ over either a 30 full trading day period prior to Completion or a 3 full trading day period, both periods ending 1 Business Day prior to Completion (whichever is the lower) OPTIONAL ADJUSTMENTS 17 PDACV Post Dividend Adjustment The adjusted amount payable PDACV = CV (before any Completion Value to OML at Completion in the adjustment for the dividend) event that any amount is to be WT Ie. PDACV = BC satisfied by the payment of a EPEDCA SAA WT dividend by OMP or MRP. 18 PDACCC Post Dividend Adjustment Cash The adjusted amount payable PDACCC = PDACV SCA Completion Component at Completion in the event that PAD any amount has been received by OML prior to Completion and is attributable to a dividend paid to OML. 19 AD Agreed Dividend The amount of the dividend AD = amount agreed agreed by DRD (IoM) and (inclusive of withholding tax) OML

Item Abbrev Definition Description Calculation Methodology inclusive of any applicable withholding tax or any other deduction applicable to the deemed dividend. 20 PAD Paid Agreed Dividend The amount of the dividend PAD = any AD which is paid before agreed by DRD (IoM) and Completion OML inclusive of any applicable withholding tax or any other deduction applicable to the deemed dividend, where the amount of the dividend (net of withholding tax) has been received by OML before Completion. 21 WT Withholding Tax If OML and DRD (IoM) WT payable in relation to the Agreed consent to the payment of a Dividend dividend, the amount of withholding tax payable on the dividend. POST EFFECTIVE DATE RECONCILIATION 22 PEDCARA Post Effective Date The reconciliation made PEDCARA = EPEDCA PEDCA Completion Adjustment following Completion and Reconciliation Amount after agreement of the actual

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Post Effective Date Completion Adjustment to adjust for any difference between the Post Effective Date Completion Adjustment and the Estimated Post Effective Date Completion Adjustment. 23 PEDCA Post Effective Date The actual adjustment to PEDCA = R (ACC + OE) provided that Completion Adjustment reflect the net funds paid out of if the PEDCA exceeds ILB, it will be MRP and OMP to or at the deemed to be ILB for the purposes of direction of OML between the calculating PEDCARA. Effective Date and Completion. 24 R Revenue The revenues received by or on R = cash amounts received by the behalf of the Companies Companies or by OML on behalf of the Companies from 1 whether from the proceeds of July 2003 to the Completion gold and silver sales or Date (both inclusive). otherwise determined for the purpose of calculating the Post Effective Date Completion Adjustment. 25 ACC Cash Calls The aggregate of all Cash Calls ACC = means the aggregate of cash made by or on behalf of the calls made to the Companies by the operator of the Porgera Companies for the purposes of Joint Venture and paid by the determining the Post Effective Companies from 1 July 2003 to Date Completion Adjustment. the Completion Date, both inclusive, but will not include any amount for cash calls made by the operator of the Porgera Joint Venture prior to 1 July 2003 (but paid on or after that date) that were not provided for as a liability in the Half-Yearly Accounts of the Company or Companies as at 30 June 2003. 26 OE Other Expenses The other expenses to be taken OE = means the aggregate of all into account in calculating the other expenses (which are obligations of the Companies) Post Effective Date relating directly to the Porgera Completion Adjustment. Joint Venture interests of the Companies and paid by the Companies from 1 July 2003 to the Completion Date, both inclusive, but will not include any items or expenses incurred prior to 1 July 2003 (but paid on or after that date) which amount was not provided for as a liability or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item Abbrev Definition Description Calculation Methodology provision in the Half-Yearly Accounts of the Company or Companies as at 30 June 2003. Other expenses shall include, but not be limited to, mining levy payments, metals handling fees and income tax. For the avoidance of doubt, OE shall not include any expenses or other items charged by or payable to OSL or any of its related entities (including, but not limited to, management fees and interest charges). STAMP DUTY TOP UP 27 SD Stamp Duty The duty assessed by SD =amount of stamp duty assessed Internal Revenue on the Amalgamation and the Commission of PNG, assignment of the Loan (other than subject to the outcome of duty payable by OML under the any objection and or appeal. Loan Assignment Agreement). 28 SDTU Stamp Duty Top Up The additional amount to be SDTU = AMD SD paid to OML by Dome in relation to the Stamp Duty assessed and paid. 29 AMD Agreed Maximum Duty An amount agreed by OML AMD = $3.69m and DRD (IoM). ALLOCATION AFTER COMPLETION OF AGGREGATE VALUE PAID FOR ASSETS ACQUIRED 30 CC Cancellation Compensation The total consideration paid CC = [BC (LB + PEDCA + SAA for the fact that the Shares +AD) + SDTU] in the Companies will not be converted into shares in the Amalgamated Company. 31 OMPCA OMP Cancellation Amount The amount payable as OMPCA = 75% x CC consideration to OML for not converting the Shares owned by OML in OMP into Shares in the Amalgamated Company. 32 MRPCA MRP Cancellation Amount The amount payable as MRPCA = 25% x CC consideration to OML for not converting the Shares owned by OML in MRP into Shares in the Amalgamated Company. 33 LB Loan Balance The actual amount payable LB =ILB PEDCA as consideration by DRD provided that if LB is less than zero, (IoM) to OML in respect of it will be deemed to be zero. the assignment of the Loan for its full face value (if any).

SCHEDULE 3

CORPORATE PROFILES OF EACH COMPANY

Mineral Resources Porgera Limited Orogen Minerals (Porgera) Limited

Company Number 1-14321 Company Number 1-25740 Incorporated in Incorporated in Papua New Guinea Papua New Guinea Carries on business in Papua New Guinea Carries on business in Papua New Guinea

Date of Incorporation: 14 February 1989 Date of Incorporation: 23 May 1996 Registered Office: Level 5 Registered Office: Level 5 MMI Pacific Insurance Building MMI Pacific Insurance Building Champion Parade, Port Moresby Champion Parade, Port Moresby National Capital District National Capital District

Issued Issued Capital: 19,227 Capital: 27,909,093 fully paid shares fully paid shares of K.1.00 each of K.100 each

Directors Directors

Trevor Kennedy Trevor Kennedy Noreo Beangke Noreo Beangke John Stitt John Stitt

Peter Botten Peter Botten Kostas Constantinou Kostas Constantinou Clive Hildebrand Clive Hildebrand Martin Kriewaldt Martin Kriewaldt Robert Igara Robert Igara Fraser Ainsworth Fraser Ainsworth

Secretary Secretary

Michael Uiari Michael Uiari

Public Officer Public Officer

Michael Uiari Michael Uiari

Shares held in other companies: Nil Shares held in other companies: Nil

SCHEDULE 4

In these Warranties:

(a) to the extent that the context allows, any reference to the Company applies separately to each of the Companies;

(b) where a Warranty is expressed to be qualified by the expression to the best of the knowledge and belief of OML, such a qualification shall be deemed to include the knowledge of any of OSL, OML, MRP, OMP, Peter Botten, Michael Sullivan, Austin Miller or Nigel Hartley of OSL, Richard Saywell or Michael Quinn of Merrill Lynch, James Riddell of Deloittes or Neil Cole of NH Cole & Associates (Parties) and will be deemed to include a further statement in relation to each of OSL, OML, MRP and OMP that those Parties have undertaken reasonable enquiries in relation to the subject matter of the Warranties provided that in relation to OSLs (and its related corporations) advisers, those persons will not be held to have any obligation to make enquiries in regards to information held by other persons within their respective firms or companies which has been obtained other than as a consequence of the engagement to advise OSL or any related corporation of OSL in relation to the Amalgamation; and

(c) where a Warranty is expressed to be qualified by the expression so far as OML is aware, such qualification shall be deemed to include:

(i) anything that OSL, OML, MRP, OMP, Peter Botten, Michael Sullivan, Austin Miller or Nigel Hartley of OSL, Richard Saywell or Michael Quinn of Merrill Lynch, James Riddell of Deloittes or Neil Cole of NH Cole & Associates actually knows;

(ii) anything or information which is or has been in the possession of any of Peter Botten, Michael Sullivan, Austin Miller or Nigel Hartley of OSL, Richard Saywell or Michael Quinn of Merrill Lynch, James Riddell of Deloittes or Neil Cole of NH Cole & Associates or anything that any of those persons actually knows or ought reasonably know was in the possession of OSL, OML, MRP or OMP from the documents and information known to, or in the possession of, that person,

provided that in relation to OSLs (and its related corporations) advisers, those persons will not be held to have any obligation to make enquiries in regards to information held by other persons within their respective firms or companies which has been obtained other than as a consequence of the engagement to advise OSL or any related corporation of OSL in relation to the Amalgamation.

The Companies

1. Each Company is a company limited by shares duly incorporated under the Companies Act of the jurisdiction specified in relation to it in Schedule 3.

2. Each Company has full legal capacity and power to:

(a) own its assets in all the jurisdictions mentioned in relation to it in Schedule 3; and

(b) to enter into this Deed and to carry out the transactions that it contemplates.

3. Each Company holds all Authorisations that are necessary or desirable to:

(a) execute this Deed and to carry out the transactions that it contemplates;

(b) ensure that this Deed is legal, valid, binding and admissible in evidence; or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and each Company is complying with any conditions to which any of these Authorisations is subject.

4. Any corporate action that is necessary or desirable on the part of each Company to authorise its entry into this Deed and its carrying out the transactions that it contemplates has been taken.

5. Each Company is duly registered to carry on business in the jurisdictions specified in relation to it in Schedule 3.

6. Neither Company owns property or conducts any business in any place other than those places mentioned in relation to it in Schedule 3.

7. The copies of the constitutions, certified by the relevant secretaries of each Company on the date of execution of this Deed, are true copies of the constitutions of each of the Companies.

8. To the best of the knowledge and belief of OML, the:

(a) minute books and other records of meetings or resolutions of shareholders or directors;

(b) registers and other statutory records;

(d) copies of Taxation returns; and

(e) other documents and records relating to the business activities, property or financial affairs,

of each Company are complete and accurate in all respects and have been prepared in accordance with all legal requirements.

9. Each Company has complied with all legal requirements for the filing of documents and information with Government Agencies.

10. Neither Company has:

(a) granted any power of attorney otherwise than as is usual in the ordinary course of its business; or

(b) given any authority under which a person could deal with all or part of that Companys assets or business.

11. The directors, secretary and public officer of each Company are as set out in Schedule 3.

12. The information on the share capital of each Company is as set out in Schedule 3.

13. There is no agreement, arrangement or understanding to which either of the Companies or OML is a party which gives a right to any person upon a change in the management or control of or ownership of any shares in either of the Companies.

14. There is no agreement, arrangement or understanding in force or security issued:

(a) which requires the present or future issue of; or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) under which any person has or may have the right (whether contingent or not) to require the issue of; or

any shares or other securities in either Company.

15. Neither Company:

(a) owns, legally or beneficially, any share or other security of any body corporate; and

(b) has agreed to take up or acquire any share or offer security in any body corporate.

16. Neither Company has at any time since May 2002 carried on any business other than holding a combined 20% interest in the Porgera Joint Venture.

17. So far as OML is aware, neither Company has at any time since its incorporation carried on any business other than holding a combined 20% interest in the Porgera Joint Venture.

18. Neither Company is insolvent and no controller has possession or control over any part of their property or assets and no appointment of a controller has been threatened.

19. Neither Company is in liquidation or under administration and, so far as OML is aware, no proceedings have been brought or threatened or notice served for the purpose of liquidating either of them or placing either of them under administration.

20. To the best of the knowledge and belief of OML, no writ of execution exists against either of the Companies.

21. Since the Balance Date neither Company has passed any special resolution.

22. Since the Effective Date, there have not been any meetings of directors and/or members of either Company.

The Shares

23. OML is the registered holder and the sole and absolute legal and beneficial owner of the number and class of shares in the capital of each Company set out in Schedule 1 opposite its respective name, free of any Encumbrance.

24. OML has full power and authority to enter into, and perform, the Amalgamation on Completion.

25. Each of the Shares has been duly issued and allotted and is fully paid and no amount is owed to either Company in respect of them.

26. Any restrictions on transfer of the Shares under the constitution of either Company will be complied with or waived on or before Completion.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 27. No person is entitled to recover from either Company any fee, brokerage or commission in connection with the purchase or sale of the Shares.

28. Other than under clause 8(b) of the Placer Substitution Deed and clause 19.2(b) of the Joint Venture Agreement, to the best of the knowledge and belief of OML, there is no third party with any rights, whether at law or in equity, by way of pre-emption, injunction or first or subsequent refusal in respect of the transfer of the legal or beneficial title to the Shares and no such rights have been asserted, or their purported enforcement threatened.

29. So far as OML is aware, any and all third party consents or approvals as were required under the terms of the Placer Substitution Deed to the acquisition of the Companies as a result of OSLs acquisition of OML were duly obtained and any conditions attached to such consents complied with in all material respects.

This Deed

30. This Deed constitutes the legal, valid and binding obligations of OML and each of the Companies, enforceable against each of them in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors rights generally), subject to any necessary stamping or registration.

31. Neither the execution of this Deed by OML, MRP or OMP nor the carrying out of the transactions that it contemplates, does or will:

(a) contravene any law to which one of those parties or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;

(b) contravene the conditions of any Authorisation;

(d) contravene its constitution.

Assets

32. In these Warranties, Assets, in relation to a company, means all property (including rights under Contracts) which are:

(a) used in or necessary for the conduct of the affairs of either Company; or

(b) on the premises of, or otherwise in the possession or under the control of, either Company.

33. Since the Balance Date, the affairs of each Company have been conducted in the ordinary and normal course.

34. Each Company:

(a) is the sole legal and beneficial owner of;

(b) has possession and control of;

(d) has not let on hire or hire purchase, disposed of, or agreed to let on hire or purchase or dispose of any of; and

the Assets which are listed in Schedule 6 to this Deed in the proportions mentioned therein.

35. There are no Encumbrances, and neither Company has entered any agreement to give or create any Encumbrance, and no claim has been made by any person to be entitled to any Encumbrance, over any Assets.

36. All security (including any guarantee or indemnity) held by the Companies and included in its Assets is valid and enforceable by the relevant Company against the provider of that security in accordance with the terms of the security.

37. So far as OML is aware, there are no other tenements relevant to an undivided holding in the Porgera Joint Venture which are not included in Schedule 6 to this Deed.

Insurance

38. So far as OML is aware, each insurance policy held by the manager of the Porgera Joint Venture on behalf of the Companies is currently in full force and effect and all applicable premiums paid.

39. So far as OML is aware, each insurance policy taken out by the manager of the Porgera Joint Venture on behalf of the Companies is with an insurance company duly authorised to carry on insurance business in Papua New Guinea:

(a) for the full replacement or reinstatement value of all its insurable property, against fire, earthquake, flood and other risk normally insured against by persons carrying on the same nature of business as that carried on by the Companies; and

(b) in relation to matters not involving insurable property, for amounts against those risks (including workers compensation, product liability and public liability) normally insured against by persons carrying on the same nature of business as that carried on by the Companies.

40. So far as OML is aware, no claim is pending in respect of any policy of insurance taken out by the manager of the Porgera Joint Venture on behalf of the Companies.

41. So far as OML is aware, the insurance effected by the manager of the Porgera Joint Venture on behalf of the Companies does not cover any asset other than those owned or used by the Porgera Joint Venture, nor any risks or liabilities other than those which may be incurred by the Porgera Joint Venture.

42. So far as OML is aware, the manager of the Porgera Joint Venture has not been notified by any insurer that it is required or it is advisable for it to carry out any maintenance, repairs or other works in relation to any of its assets of the Porgera Joint Venture.

43. (a) So far as OML is aware, the manager of the Porgera Joint Venture has effected all insurances required by law to be effected by it in respect of the Porgera Joint Venture.

(b) There are no insurances required by law that either of the Companies is required to effect in their own name.

Accounts & Financial Position

44. To the best of the knowledge and belief of OML, the Year-End Accounts:

(a) disclose a true and fair view of the state of affairs, financial position, assets, liabilities, income, expenses and results of each Company as at the Balance Date and for the period ending on it, including full and adequate provision for:

(ii) gains and losses, whether realised or unrealised, resulting from foreign currency transactions;

(b) are in accordance with all applicable laws and regulations, and the accounting policies and practices previously applied by the relevant Companys external accountants; and

45. To the best of the knowledge and belief of OML, the Half-Yearly Accounts:

(a) disclose a true and fair view of the state of affairs, financial position and details of each of the assets, liabilities, income, expenses and results of each Company as at the Effective Date and for the period ending on it, including full and adequate provision for:

(i) all liability for Taxes (including current and deferred liabilities with contingent liabilities noted); and

(ii) gains and losses, whether realised or unrealised, resulting from foreign currency transactions;

(b) are in accordance with all applicable laws and regulations, and the accounting policies and practices previously applied by the relevant Companys external accountants; and

46. To the best of the knowledge and belief of OML, the financial performance disclosed in the profit and loss statements of each Company for the 2 years up to the Effective Date have not been affected (except as disclosed in those statements) by any unusual or non-recurring items or other matter which renders any results unusually high or low.

47. Since the Balance Date there has been no occurrence which has (either itself or together with any other occurrence) materially and adversely affected the value of the Shares, the financial position, profitability or prospects of each Company or the business or any of the property or assets of each Company.

48. (a) There are no actual, prospective, contingent or other liabilities or commitments of, or claims asserted against, either Company (including contractual commitments) as at the Balance Date other than those the existence and extent of which is disclosed in its Year-End Accounts.

(b) Since the Balance Date neither Company has incurred or agreed to incur any actual or contingent liability, obligation or expense which is material or is otherwise than in the ordinary course of ordinary business.

49. Neither Company owns any plant and equipment, furniture or vehicles, other than an interest in the plant and equipment, furniture and vehicles owned by, or on the premises of, the Porgera Joint Venture as shown in the Year- End Accounts (except for items acquired by the Porgera Joint Venture since the Balance Date).

50. The basis of depreciation adopted by each Company in its financial statements constitutes proper provision for depreciation.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 51. To the best of the knowledge and belief of OML, the books of account and other trading and financial records (other than the Half-Yearly Accounts which is dealt with in the Warranty set out at paragraph 45 of this Schedule 4 and the Year-End Accounts which is dealt with in the Warranty set out at paragraph 44 of this Schedule 4):

(a) have been fully and properly maintained;

(b) give a true and fair view of the state of affairs and financial position of each Company and their business;

(c) are in accordance with all applicable laws and regulations, and the accounting policies and practices previously applied by each Companys external accountants; and

(d) are consistent with generally accepted accounting principles under the International Accounting Standards.

52. As at the Completion Date there will be no outstanding Inter-Company Indebtedness other than the Loan and the MRP/OMP Debt.

Information

53. (a) To the best of the knowledge and belief of OML, all information disclosed (or caused to be disclosed) by or on behalf of OML to Dome or its advisers in relation to the Shares, the Companies and their respective assets (other than information which relates specifically to the operations of the Porgera Joint Venture) is complete and accurate in all material respects.

(b) So far as OML is aware, all information disclosed (or caused to be disclosed) by or on behalf of OML to Dome or its advisers in relation to the operations of the Porgera Joint Venture is complete and accurate in all material respects. In this regard, DRD acknowledges that OSL, OML, MRP, OMP, Peter Botten, Michael Sullivan, Austin Miller and Nigel Hartley of OSL, Richard Saywell and Michael Quinn of Merrill Lynch, James Riddell of Deloittes and Neil Cole of NH Cole & Associates, have not reviewed all information in relation to the operations of the Porgera Joint Venture that has been disclosed, or caused to have been disclosed, to DRD.

54. (a) So far as OML is aware, the Data Room index does not deliberately include any misleading or deceptive descriptions of the information contained in the Data Room.

(b) OML has notified DRD of any changes made to the information in the Data Room.

55. So far as OML is aware, neither OML nor any of its related corporations (including, without limitation, either of the Companies) have done anything to prejudice or compromise its right to claim against Placer for any liabilities, losses, damages, 9

costs or expenses suffered or incurred by reason of Placer providing information, which has been included in the Data Room or has otherwise been provided by or on behalf of OML or Placer to DRD, that is inaccurate, incomplete, misleading or deceptive.

56. So far as OML is aware, no information has been deliberately withheld from Dome or its advisers which is not generally available but which would, if generally available, be material to a decision by Dome whether to acquire the Shares and if so on what terms, except as disclosed to Dome.

Litigation, Compliance with Laws, etc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 57. There is no material suit, cause of action, proceeding, application, arbitration, claim or investigation current, pending or threatened against any of the Companies that relates to any period, or any act, matter or thing occurring, prior to Completion.

58. All returns, notices and other documents required to be lodged or given by each Company under the Companies Act or its predecessor and other relevant act and regulations have been properly prepared and lodged or given.

59. The books, registers and records of each Company have been kept in accordance with all applicable statutory requirements.

60. Each Company has observed and complied in all respects with the provisions of all laws and regulations and all orders, notices, awards and determinations made by any statutory or other competent authority in any way relating to or binding on each Company or any property owned or occupied by either of them.

Employees

61. Neither of the Companies have any employees, and so far as OML is aware, neither Company has ever had any employees.

OML

62. OML:

(a) is a company limited by shares under the Companies Act;

(b) has full legal capacity and power:

(i) to own its property and assets and to carry on business; and

(ii) to enter into this Deed and to carry out the transactions that it contemplates.

(c) warrants and represents that all corporate action has been taken that is necessary or desirable to authorise its entry into this Deed and its carrying out the transactions that it contemplates;

(d) holds each Authorisation that is necessary or desirable to:

(i) execute this Deed and to carry out the transactions that it contemplates;

(ii) ensure that this Deed is legal, valid, binding and admissible in evidence; or

(iii) enable it to properly carry on its business,

and it is complying with any conditions to which any of these Authorisations is subject.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 63. OML has entered into this Deed in its own right and not as trustee of any trust.

64. OML is not insolvent and no controller has possession or control over any part of its property or assets and, so far as OML is aware, no appointment of a controller has been threatened.

65. OML is not in liquidation or under administration and so far as OML is aware, no proceedings have been brought or threatened or notice served for the purpose of liquidating it or placing it under administration.

66. So far as OML is aware, no writ of execution exists against OML.

Taxation

67. As at Completion, all Tax and duty returns required by law to be lodged or filed by each Company have been properly lodged or filed and all such returns have been fully and accurately completed, income has been fully and properly disclosed and each deduction, rebate or credit claimed in them has been properly claimed and is allowable.

68. All Taxes on or payable by each Company or on or measured by the assets of each Company have been paid.

69. Neither Company has any liabilities in respect of unpaid or unassessed Taxes in excess of Taxes fully provided for in the Accounts.

70. The only liabilities for Tax of any Company arising since the Balance Date are liabilities arising out of the normal business and trading activities of each Company.

71. So far as OML is aware:

(a) there is no dispute between either Company and the Internal Revenue Commission of Papua New Guinea regarding Taxes or any other matter;

(b) there is no investigation by the Internal Revenue Commission of Papua New Guinea current or pending in respect of any payment or non-payment of Taxes by either Company;

(c) each Company maintains all records that it is required to maintain by the Income Tax Act 1959 (as amended) of Papua New Guinea.

SCHEDULE 5

(Clause 11.3)

WARRANTY EXCEPTIONS

The following facts do not of themselves constitute a breach of Warranties, as long as OML has fully disclosed all relevant details of those facts below:

1. In 2002 there was an event of force majeure which lasted for 2 months during which time operations at the Porgera mine were suspended. This event of force majeure was a factor which rendered the results for the 2nd half of 2002 unusually low.

2. The 2001 income tax return for OMP requires amendment.

3. The final lodging date for lodgement of the 2002 income tax return for OMP has been extended until 30 November 2003.

(a) In preparation of the Half-Yearly Accounts, OML has applied information contained in the monthly Porgera Joint Venture cost reports (PJVCR) for the period January 2003 to June 2003 inclusive. The Half-Yearly Accounts have been prepared in accordance with the requirements set out in International Accounting Standard 21: The Effects of Changes in Foreign Exchange Rates in converting the Kina based financial information in the PJVCR to US dollars, specifically:

(i) all monetary assets and liabilities were translated into US dollars on a monthly basis using the month end exchange rate; and

(ii) all non-monetary assets and liabilities were maintained at historical US dollar exchange rates.

(b) The information contained in the PJVCR is unaudited.

(d) The PJVCR provide information relating to the Porgera Joint Venture operators future estimated processing costs for the Porgera Joint Venture. OML has not adopted this particular information in the preparation of the Half-Yearly Accounts on the basis that this information is unaudited and is materially different from previous future estimated processing costs and the audited information provided by the Porgera Joint Venture operator as at 31 December 2002.

SCHEDULE 6

Tenements

SPLIT BETWEEN SUBSIDIARIES

* 20% interest in Special Mining Lease SML 1P

* 20% interest in Lease for Mining Purposes LMP1 * 20% interest in Lease for Mining Purposes LMP2 * 20% interest in Lease for Mining Purposes LMP3 * 20% interest in Lease for Mining Purposes LMP4

* 20% interest in Mining Easement ME1P * 20% interest in Mining Easement ME2P * 20% interest in Mining Easement ME3P * 20% interest in Mining Easement ME4P

* 20% interest in Lease for Mining Purposes LMP 41 * 20% interest in Lease for Mining Purposes LMP 61 * 20% interest in Lease for Mining Purposes LMP 72

* 20% interest in Mining Lease ML101

* 20% interest in Exploration Licence EL 454 * 20% interest in Exploration Licence EL 858

Note: * in each case held 15% by Orogen Minerals (Porgera) Limited and 5% by Mineral Resources Porgera Limited.

Agreements to which Companies are party in relation to the Porgera Joint Venture

Party to the following agreements:

SCHEDULE 7

(Clause 1.1)

AMALGAMATION PROPOSAL

Papua New Guinea

Companies Act 1997

PROPOSAL FOR AMALGAMATION OF DOME RESOURCES (PNG) LIMITED, MINERAL RESOURCES PORGERA LIMITED AND OROGEN MINERALS (PORGERA) LIMITED

Background

Orogen Minerals Limited (OML) and Durban Roodepoort Deep Limited (DRD) have proposed to reorganise and reconstruct the capital between their respective subsidiaries of Mineral Resources Porgera Limited (MRP), Orogen Minerals (Porgera) Limited (OMP) and Dome Resources (PNG) Limited (Dome).

The reorganisation and reconstruction will be effected by way of the amalgamation of Dome, MRP and OMP under part XIV of the Companies Act 1997.

This document sets out the terms of the proposal to amalgamate Dome, MRP and OMP pursuant to part XIV of the Companies Act 1997 with effect from the date the Registrar of Companies issues a Certificate of Amalgamation.

Words used in this document and the rules of interpretation that apply are set out in the definitions and interpretation section at the back of this document.

1. Details of the Amalgamated Company

1.1 Name of the Amalgamated Company

Dome and MRP will amalgamate into OMP. OMP will continue as the amalgamated company under the Companies Act (the Amalgamated Company).

1.2 Registered Office of the Amalgamated Company

The Registered Office of the Amalgamated Company will be at the premises of OBriens, Level 5, Defens Haus, Cnr of Champion Parade and Hunter Street, Port Moresby, National Capital District, Papua New Guinea.

1.3 Board of Directors

On the Effective Date, the Directors of the Amalgamated Company will be as follows:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Mr Mark Wellesley-Wood of Dolphin House Hayles Lane, Slingford, West Sussex, R H 1345 N, United Kingdom.

Steven Richard OBrien of Apartment 20, Chesterfield Idibana, Section 18, Lot 11,Chesterfield St, Granville, Port Moresby, National Capital District, Papua New Guinea.

Mr Richard Johnson of c/- Durban Roodepoort Deep, Limited, 45 Empire Road, Parktown, Johannesburg, Republic of South Africa.

Mr Fred Kowas of c/- TGM Offices, Waigani Drive, Hohola, National Capital District, Papua New Guinea.

1.4 Secretary of Amalgamated Company

The Secretary of the Amalgamated Company will be Steven Richard OBrien.

1.5 Address for Service

The Address for Service of the Amalgamated Company will be at the premises of OBriens, Level 5, Defens Haus, Corner of Champion Parade and Hunter Street, Port Moresby, National Capital District, Papua New Guinea.

2. Corporate Reorganisation / Amalgamation

Pursuant to the terms of the Amalgamation Deed, at the time of the Amalgamation becoming effective:

(a) In discharge of the obligations of Dome to issue shares to DRD (Isle of Man) Limited (DRD (IoM)) in consideration of the payment of subscription monies, the Amalgamated Company will issue the Capitalisation Shares to DRD (IoM).

(b) OML will assign the loan of up to US$18,165,739 owed by OMP as at the Completion Date under the Amalgamation Deed to OML (the OMP Loan) to

DRD (IoM) or its nominee in consideration of the payment by DRD (IoM) or its nominee of the face value of the OMP Loan.

(c) All of the shares in Dome owned by Dome Resources Pty Ltd (formerly Dome Resources NL) will not be converted into shares in the Amalgamated Company and the sum of US$1.00 will be paid to Dome Resources Pty Ltd as compensation.

(d) All of the shares in MRP will not be converted into shares in the Amalgamated Company and the MRP Cancellation Amount will be paid to OML as compensation.

(e) All the shares in OMP will not be converted into shares in the Amalgamated Company and the OMP Cancellation Amount will be paid to OML as compensation.

(f) The base consideration payable to OML under paragraph (d) and (e) above, before the adjustments under the Amalgamation Deed, will be approximately US$55.644 million.1 This amount may be satisfied by the issue of up to US$21.138 million of ordinary DRD shares with the balance payable in cash (by bank cheque or telegraphic transfer). The aggregate consideration will be divided between the compensation amounts for the OMP and MRP shares on the basis of OMP:75% and MRP:25%.

(g) To the extent necessary, DRD (IoM) will lend any further funds to the Amalgamated Company necessary to complete the terms of the Amalgamation in accordance with this Proposal and the terms of the Amalgamation Deed.

3. Share Structure of Amalgamated Company

Following the Amalgamation, the Capitalisation Shares will represent all of the ordinary shares on issue in the Amalgamated Company.

The constitution of the Amalgamated Company will be the constitution of Dome existing immediately prior to the Amalgamation.

5. Effective Date of Amalgamation

The Effective Date of Amalgamation is proposed to be the later of:

(a) the day after the date that the one month notification period under section 234(4) of the Companies Act elapses;

(b) the Completion Date under the Amalgamation Deed; and

(1) Base Consideration (US$73.810m) less than the Initial Loan Balance (US$18,165,739).

(c) such other day as the Registrar of Companies approves the application to amalgamate and issues a Certificate of Amalgamation.

6. Shareholder Approval Required

Shareholder approvals will be required from Dome Resources Pty Ltd and OML to give effect to the Amalgamation.

7. Conditions and Arrangements necessary to complete Amalgamation

(a) Approval will be required from the Controller of Foreign Exchange for:

(i) the issue of the shares in OMP to DRD (IoM);

(ii) for the acquisition by OML of the DRD Shares;

(iii) the assignment of the OMP Loan to DRD or its nominee and the continuing terms of the OMP Loan;

(iv) any further debt funding from DRD (IoM) to the Amalgamated Company necessary to complete the Amalgamation.

(b) Recertification will be required by the Investment Promotion Authority for OMP as the Amalgamated Company.

8. Effecting the Amalgamation

Assuming all conditions to the Amalgamation are satisfied or waived, the arrangements necessary to effect the Amalgamation are:

(a) lodgement of this Proposal and other documents prescribed by the Companies Act with the Registrar of Companies; and

(b) the Registrar of Companies issuing a Certificate of Amalgamation.

9. Effect of the Amalgamation pursuant to the Companies Act

On the Effective Date:

(a) The Amalgamation will be effective;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The Registrar will remove Dome and MRP from the Register, and otherwise give effect to the Amalgamation;

(c) The Amalgamated Company succeeds to all the property, rights, powers and the privileges of each of MRP and Dome and all of the property, rights, powers and the privileges of OMP continue in the Amalgamated Company;

(d) The Amalgamated Company succeeds to all the liabilities and obligations of each of MRP and Dome and all of the liabilities and obligations of OMP continue in the Amalgamated Company;

(e) Proceedings pending by, or against MRP or Dome may be continued by, or against the Amalgamated Company and all proceedings pending by or against OMP continue in the Amalgamated Company;

(f) A conviction, ruling, order or judgement in favour of or against MRP or Dome may be enforced by, or against, the Amalgamated Company and all convictions, rulings, orders or judgments in favour of or against OMP continue in the Amalgamated Company; and

(g) The rights and obligations of Dome, OMP and MRP to each other will merge and be extinguished.

10. Definitions & Interpretation

10.1 Definitions

In this document:

Amalgamated Company means OMP after the Amalgamation.

Amalgamation means the amalgamation of OMP, MRP and the Dome to continue as OMP in accordance with this proposal and the applicable amalgamation provisions of Part XIV of the Companies Act.

Amalgamation Deed means the Deed dated [ ] October 2003 and executed by Oil Search Limited, OML, OMP, MRP, Dome, DRD (IoM) and Durban Roodepoort Deep, Limited.

Capitalisation Shares means 50,000,000 fully paid ordinary shares in the capital of the Amalgamated Company.

Companies Act means the Companies Act 1997 (PNG).

Completion Date has the meaning given to that term in the Amalgamation Deed.

Effective Date has the meaning given to that term in clause 5 of this proposal.

MRP Cancellation Amount has the meaning given to that term in the Amalgamation Deed.

OMP Cancellation Amount has the meaning given to that term in the Amalgamation Deed.

Proposal means the proposal contained within this document for the Amalgamation.

Registrar of Companies means the Registrar of Companies under the Companies Act.

(Clause 1.1)

AMALGAMATION IMPLEMENTATION PROCEDURES

1. The boards of Dome, OMP and MRP must resolve that the Amalgamation is in the best interests of the relevant company and that the directors are satisfied that upon Amalgamation the Amalgamated Company will be solvent. Certificates from the directors of each of Dome, OMP and MRP stating the above must be signed and must set out the grounds for that opinion.

2. The shareholders of each of Dome, OMP and MRP must be provided at least one month prior to the date of effect of the Amalgamation with prescribed documents including the following:

(a) a copy of the Amalgamation proposal and a copy of the certificates given by the directors of the relevant company;

(b) a statement of the material interests of the relevant companys directors in the transaction;

(c) a statement of the shareholders rights under section 91 of the Companies Act (these are rights to have their shares bought back by the relevant company);

(d) such further information and explanation as is necessary for the shareholders of each of Dome, OMP and MRP to understand the transaction.

3. Shortly after receiving the information referred to in paragraph 2 above, the shareholders of each of Dome, OMP and MRP must approve the Amalgamation proposal by special resolution.

4. The secured creditors of each of Dome, OMP and MRP must be provided with a copy of the Amalgamation proposal and it must be publicly advertised at least one month prior to the date of effect of the Amalgamation.

5. After approval of the shareholders of Dome, OMP and MRP has been received, and all other Conditions Precedent have been satisfied (or waived), the directors certificates referred to above and other documents must be lodged with the Registrar for registration.

6. The secretaries of the amalgamating companies must sign a memorandum acknowledging and agreeing that all conditions set out in this Deed to the Amalgamation taking effect (with the exception of matter to be attended to on the Completion) have been fulfilled and it is in order for the Registrar to proceed with the issuing of the amalgamation certificate.

7. The Amalgamation will be effective on the date specified on the certificate of amalgamation issued by the Registrar.

SCHEDULE 9

PLACER CONSENT

(clause 18.2)

Background

The arrangements set out in this schedule govern the parties rights and obligations in the event that Placer commences, or threatens to commence, any Proceedings, and have been agreed as a result of OSLs and OMLs belief that the consent of Placer under clause 8(b) of the Placer Substitution Deed is not required.

Consent issue

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DRD (IoM) acknowledges that it is the view of OML and OSL that the consent of Placer under clause 8(b) of the Placer Substitution Deed is not required. To ensure that the prospects of defending any Proceedings are maximised, OML agrees that if Proceedings are commenced by Placer, if requested to do so by DRD (IoM), OML will seek the consent of Placer on a without prejudice basis. DRD (IoM) will provide information reasonably required to accompany the request.

Rights and obligations of the parties

The parties agree that if Placer commences, or threatens to commence, Proceedings (irrespective of whether such action or event occurs before or after Completion), each party will use their best endeavours:

(a) to expeditiously resolve the dispute to enable the Amalgamation to proceed and in doing so, OSL and OML must, and must procure that each entity controlled by OSL, actively pursue all reasonable defences to any Proceedings; and

(b) until the Proceedings are resolved, to maintain the status quo with respect to the Porgera Joint Venture, including (without limitation) ensuring that OMPs and MRPs percentage interests in the Porgera Joint Venture are not diluted (without the consent of DRD (IoM)).

(a) Access to information

(1) OSL must keep DRD (IoM) informed on an on-going basis of the status of, and any developments in relation to, the Proceedings (actual or threatened) of which OSL, OML and each entity controlled by OSL (OSL Party) is aware with the objective of enabling DRD (IoM):

(A) to be fully informed as to all material matters affecting the Proceedings (actual or threatened);

(B) to advise OML and any OSL Party of DRD (IoM)s view in relation to the proposed responses and proposed actions in relation to any developments affecting an OSL Party; and

(2) OSL and OML must, and must procure that each entity controlled by OSL, allow DRD (IoM) and its advisers to investigate in a manner which does not unreasonably interfere with the conduct of the business of the relevant OSL Party, at DRD (IoM)s expense, the matter or circumstance alleged to give rise to Placers claim and for such purpose, OSL must (subject to any applicable confidentiality obligations) ensure that it, OML and any entity controlled by OSL gives all such information and assistance, relevant to the Proceedings and the circumstances alleged to give rise to the Proceedings including access to relevant books and records and personnel, and the right to examine and copy (at DRD (IoM)s expense) any relevant assets, accounts, documents and records that DRD (IoM) or its advisers may reasonably request.

(3) DRD (IoM) may disclose all information provided to it under clause (a)(2) of this Schedule 9 to any related corporation of DRD (IoM) and its legal advisers, but otherwise agrees to keep all such information confidential and only use it for the purposes of the Proceedings until the Proceedings are complete.

(b) Conduct of proceedings

(1) OML and OSL are obliged to consent, and must procure that each entity controlled by OSL consents, to any application made by Dome, DRD (IoM) or any entity controlled by DRD to be joined as a party to any Proceedings.

(2) Unless expressly stated in clause 18.1 or this Schedule 9 to the contrary, each party shall bear their own costs in relation to any Proceedings.

If after Completion, Placer commences, or threatens to commence, any Proceedings against one or more of the parties arising from or relating to a failure to obtain the agreement of Placer in accordance with clause 8(b) of the Placer Substitution Deed and:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Placer obtains a final order from any Court with jurisdiction to hear the matter; or

(2) there is a compromise (in the case of Dome with the prior consent of OML) of proceedings actually commenced or threatened in writing between Placer and any or all of the parties to this Deed,

which order or compromise requires Dome or DRD (IoM) to divest any of the Shares the subject of the Amalgamation, unwind the Amalgamation or otherwise transfer its interest or the benefit derived from the interest in the Porgera Joint Venture to OML (or its related corporations), then notwithstanding any other provision of this Deed:

(3) if such order or compromise requires Dome or DRD (IoM) to divest all of the Shares the subject of the Amalgamation, unwind the Amalgamation or otherwise transfer the whole of its interest or the benefit derived from the interest in the Porgera Joint Venture to OML (or its related corporations), then the parties agree to act in good faith and use their best endeavours to put each party back to the position that they would have been had Completion not occurred;

(4) if such order or compromise requires Dome or DRD (IoM) to divest part (but not all) of the Shares the subject of the Amalgamation, partially unwind the Amalgamation or otherwise transfer part of its interest or the benefit derived from the interest in the Porgera Joint Venture to OML (or its related corporations), then the parties agree to act in good faith and use their best endeavours to put each party in the position they would have been in had they only acquired the interest in the Porgera Joint Venture retained.

For the avoidance of doubt, OSLs obligations in the event that an order or compromise requires Dome or DRD (IoM) to divest any of the Shares the subject of the Amalgamation or unwind the Amalgamation are not restricted by the indemnity provided in clause 18.1, and extends to the full amount of consideration paid by or on behalf of DRD (IoM) and Dome to OML under this Deed (being the Completion Value).

SCHEDULE 10

SCHEDULE OF FEES FOR PROVIDING ASSISTANCE TO PREPARE ACCOUNTS AND TAX RETURNS

(clauses 10.1 and 10.2)

Managers $149 per hour (or $1,192 per day based on an 8 hour day) National accountants in PNG $72.375 per hour (or $579 per day based on an 8 hour day)

EXECUTED as a deed.

Signed by Mineral Resources Porgera Limited by:

/s/ T. Wilson /s/ M. G. Sullivan

Secretary/Director General Counsel/Secretary

T. Wilson M. G. Sullivan

Signed by Orogen Minerals (Porgera) Limited by:

/s/ T. Wilson /s/ M. G. Sullivan

Witness General Counsel/Group Secretary

T. Wilson M. G. Sullivan

Name (please print) Name (please print)

Signed by Orogen Minerals Limited by:

/s/ T. Wilson /s/ M. G. Sullivan

Witness General Counsel/Group Secretary

T. Wilson M. G. Sullivan

Name (please print) Name (please print)

Signed by Oil Search Limited by:

/s/ T. Wilson /s/ M. G. Sullivan

Witness General Counsel/Group Secretary

T. Wilson M. G. Sullivan

Name (please print) Name (please print)

Signed for Dome Resources (PNG) Limited by its attorney in the presence of:

/s/ D.J. Pretorius /s/ Ian Murray

Witness Director

Name (please print) Name (please print)

Signed for DRD (Isle of Man) Limited by its attorney in the presence of:

/s/ D.J. Pretorius /s/ Ian Murray

Witness Director

D.J. Pretorius Ian Murray

Name (please print) Name (please print)

Signed for Durban Roodepoort Deep, Limited by its representative in the presence of:

/s/ Andrew Hooper-Nguyen /s/ Anton Lubbe

Witness Representative

Andrew Hooper-Nguyen Anton Lubbe

Name (please print) Name (please print)

ANNEXURE A

ACKNOWLEDGMENT AND UNDERTAKING

Orogen Minerals Limited (OML) hereby acknowledges, makes the following representations in favour of, and provides the following undertakings to, Durban Roodepoort Deep, Limited (DRD) (all terms used herein and not otherwise defined shall have the meaning ascribed to such terms under Regulation S promulgated under the U.S. Securities Act of 1933, as amended):

(a) OML warrants and represents to DRD, and agrees that:

(1) OML is not located in the United States and is not a U.S. person;

(2) for a period of 40 days after the date when the relevant ordinary shares in the capital of DRD (DRD Shares) are issued to OML under the Deed of Amalgamation between Mineral Resources Porgera Limited, Orogen Minerals (Porgera) Limited, OML, Oil Search Limited, Dome Resources (PNG) Limited and DRD dated [insert date] (Deed of Amalgamation), OML

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document will not offer or sell, pledge or otherwise transfer them except outside the United States, to persons who are not U.S. persons, in offshore transactions that comply with Regulation S under the U.S. Securities Act;

(3) OML is not a dealer or a person receiving a selling concession fee or other remuneration for offering or selling DRD shares;

(4) OML is aware that the issue of DRD Shares pursuant to the Deed of Amalgamation is not pursuant to a public offering within the meaning of U.S. securities law, that the DRD Shares OML will receive will not have been and will not be registered under the U.S. Securities Act and the DRD Shares OML will receive may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons other than as provided in paragraph (a)(5) of this undertaking;

(5) the DRD Shares OML is issued may only be offered, resold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons after the end of the 40 day period:

(i) in accordance with an exemption from the registration requirements of the U.S. Securities Act;

(ii) pursuant to an effective registration statement,

and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction;

(6) the DRD Shares issued to OML must not be used, delivered or deposited to obtain DRD American Depositary Shares (ADSs) or DRD American Depositary Receipts evidencing DRD ADSs (ADRs) during the 40 day period referred to above; and

(7) DRDs registrar or transfer agent may refuse to register any transfer of DRD Shares in violation of the restrictions set out above and DRDs depository for its ADR facility may refuse to accept for deposit in the facility DRD Shares transferred or deposited in violation of those restrictions or the U.S. Securities Act.

(b) DRD is not issuing the DRD Shares to OML under the Deed of Amalgamation for the purposes of OML selling or transferring them, or granting, issuing or transferring interests in, or options over, them in Australia (other than under one of the exemptions provided in section 708 of the Corporations Act 2001 (Cth)) and OML represents, warrants and agrees that it is its present intention not to dispose of those DRD Shares in Australia within 12 months of their issue unless such disposal is within one of the exemptions provided in section 708 of the Corporations Act 2001 (Cth).

(c) Provided that the DRD Shares issued to OML under the Deed of Amalgamation have been endorsed by the South African Reserve Bank as belonging to a non-resident South African, those shares are tradeable on the JSE Securities Exchange South Africa. Should OML wish to sell or transfer, or offer to sell or transfer, any of the DRD Shares issued to it under the Deed of Amalgamation under an off-market or private transaction to South African residents, OML must comply with section 141 of the South African Companies Act, 61 of 1973. Furthermore, South African residents would require South African Reserve Bank approval to enter into any such off-market or private transaction.

DATED this day of 20

Signed by Orogen Minerals Limited by:

Secretary/Director Director

Name (please print) Name (please print)

ANNEXURE B

LOAN ASSIGNMENT AGREEMENT

ANNEXURE C

INDEMNITY

Undertaking

Oil Search Limited

and

DRD (Isle of Man) Limited

Freehills

This Undertaking

is made on 14 October 2003 between the following parties:

1. Oil Search Limited (ARBN 055 079 868), a company incorporated under the laws of the Independent State of Papua New Guinea having its registered office at Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OSL)

2. DRD (Isle of Man) Limited (company number 94445C), a company incorporated under the laws of the Isle of Man, having its registered office at Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man (DRD (IoM))

Recitals

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. Under a Deed of Amalgamation entered into between OSL, Orogen Minerals Limited (OML), Orogen Minerals

(Porgera) Limited (OMP), Mineral Resources Porgera Limited (MRP), Durban Roodepoort Deep, Limited, DRD (IoM) and Dome Resources

(PNG) Limited (Dome) dated 14 October 2003 (Deed of Amalgamation), the parties to that deed agreed (amongst other things) to the amalgamation of Durban Roodepoort Deep, Limiteds subsidiary, Dome, with OSLs subsidiaries, MRP and OMP.

B. Under the terms of the Deed of Amalgamation, OML was required to provide, and OSL was to guarantee OMLs obligation to provide, various documents to DRD (IoM).

C. At Completion, OML is required to provide the documents specified in clauses 8.3(j), (k) and (n) of the Deed of

Amalgamation. Certain of those documents have not been provided (Outstanding Documents).

D. DRD (IoM) agreed to complete under the Deed of Amalgamation on the Completion Date notwithstanding that the Outstanding Documents were not provided, on the condition that OSL enter into this Undertaking.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement and the parties proceeding to Completion under the Deed of Amalgamation:

Definitions

Unless the context or subject matter require otherwise:

Amalgamated Company means the company formed on the amalgamation of OMP, MRP and Dome on Completion;

Undertaking means this undertaking as amended, varied or supplemented from time to time.

Unless otherwise provided in this clause 1, all defined terms have the meaning given to them under the Deed of Amalgamation.

Acknowledgement

Each of DRD (IoM) and OSL acknowledge and agree that: for the purposes of clause 8.8 of the Deed of Amalgamation, this Undertaking removes the rights of all parties to the Deed of Amalgamation to claim that Completion has not occurred and invoke the rights under clause 8.8(b) of the Deed of Amalgamation in relation to any failure to comply with clauses 8.3(j), (k) and (n) of the Deed of Amalgamation; and

Completion does not:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document terminate the obligations of OML to provide the documentation referred to in clauses 8.3(j), (k) and (n) of the Deed of Amalgamation and the Deed of Amalgamation shall be construed as between OML and OSL on the one hand, and DRD (IoM) and the Amalgamated Company on the other, as if the obligations under those clauses continue after Completion and survive Completion of the Deed of Amalgamation to the extent those obligations have not been performed at Completion; and constitute an acknowledgement by DRD (IoM) that all of the documents required to be produced at Completion under clauses 8.3(j), (k) and (n) of the Deed of Amalgamation have been produced.

Undertaking

OSL undertakes to do all acts, matters and things, and to procure that OML and each of its related corporations do all acts, matters and things, that are necessary to provide the Outstanding Documents to DRD (IoM) unless otherwise specified, within 14 days after the Completion Date (where time is to be of the essence) or such later time as DRD (IoM) agrees in writing.

Costs and Stamp Duty

All costs incurred in relation to the execution and stamping of this Undertaking will be paid by OSL.

Notice

The notice provisions contained in clause 23 of the Deed of Amalgamation apply to this Undertaking.

Governing law

This Undertaking is governed by and to be interpreted in accordance with the laws of New South Wales and, if applicable, the Commonwealth of Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales and, if applicable the Commonwealth of Australia.

Further assurances

Each party must do anything (including execute any document), and must ensure that its employees and agents and related corporations do anything (including execute any document), that the other party may reasonably require to give full effect to this Undertaking.

Attorneys/Authorised Officers

Each person who executes this Undertaking on behalf of a party under a power of attorney or as an authorised officer of that party declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so.

Counterparts

(a) This agreement may be executed in any number of counterparts.

(b) All counterparts, taken together, constitute 1 instrument.

Signed for Oil Search Limited by its duly authorised officer in the presence of:

/s/ T. Wilson /s/ M.G. Sullivan Witness Authorised Officer

T. Wilson M.G. Sullivan Name (please print) Name (please print)

Signed for DRD (Isle of Man) Limited by its attorney in the presence of:

/s/ D.J. Pretorius /s/ Ian Murray Witness Attorney

D.J. Pretorius Ian Murray Name (please print) Name (please print)

Exhibit 4.59

Loan Assignment Agreement

Orogen Minerals Limited

DRD (Isle of Man) Limited and

Orogen Minerals (Porgera) Limited

Freehills [Logo]

QV.1 Building 250 St Georges Terrace Perth Western Australia 6000 Australia Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878 www.freehills.com DX 104 Perth

SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE Correspondent Offices JAKARTA KUALA LUMPUR

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Liability limited by the Solicitors Limitation of Liability Scheme, approved under the Professional Standards Act 1994 (NSW)

Reference

Table of Contents

Clause

1. Definitions and Interpretation

1.1 Definitions 1.2 Interpretation 1.3 Inclusive expressions

2. Acknowledgment and assignment

3. Consent and notice

4. Representations and warranties

4.1 General representations and warranties by OML 4.2 General representations and warranties by DRD (IoM)

5. Governing law

6. Stamp duty and costs

This loan assignment agreement

is made on 14 October 2003 between the following parties:

1. Orogen Minerals Limited a company incorporated under the laws of the Independent State of Papua New Guinea with company number 2-25619 of Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OML)

2. DRD (Isle of Man) Limited a company incorporated under the laws of the Isle of Man with company number 94445C of Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man (DRD (IoM))

3. Orogen Minerals (Porgera) Limited a company incorporated under the laws of the Independent State of Papua New Guinea with company number 1-25740 of Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby, National Capital District (OMP)

A. OML has provided the Loan to OMP.

B. OML, DRD (IoM) and OMP are (among others) parties to the deed of amalgamation between OML, DRD (IoM), Mineral Resources Porgera Limited, OMP, Oil Search Limited, Dome Resources (PNG) Limited and Durban Roodepoort Deep, Limited, dated 14 October 2003 (Deed of Amalgamation) whereby OML has agreed, amongst other things, to assign the benefit of the Loan to DRD (IoM) and DRD (IoM) has agreed to accept the assignment. The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this agreement:

Dollars or $ means the lawful currency of the United States of America; and

Loan means the loan for the amount of the Loan Balance, held in Dollars, owed by OMP to OML, on the terms set out in the schedule.

1.2 Interpretation

A word or phrase (other than one defined in clause 1.1) defined in the Deed of Amalgamation has the same meaning in this agreement.

1.3 Inclusive expressions

Specifying anything in this agreement after the word includes or for example or similar expressions does not limit what else is included unless there is express wording to the contrary.

2. ACKNOWLEDGMENT AND ASSIGNMENT

(a) OMP acknowledges the existence of the Loan.

(b) In consideration of the payment to be made by DRD (IoM) to OML at Completion under clause 8.5 of the Deed of Amalgamation, OML absolutely and unconditionally assigns the benefit of the Loan to DRD (IoM) with effect on and from Completion.

3. CONSENT AND NOTICE

(a) In consideration of the payment to be made by DRD (IoM) to OML at Completion under clause 8.5 of the Deed of Amalgamation, OMP consents to the assignment in clause 2.

(b) OMP acknowledges receipt of notice of the assignment in clause 2.

(1) OMP will be indebted to DRD (IoM) for the amount of the Loan Balance; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) OMP will be released from, and have no liability under or in respect of, the Loan to OML.

4. REPRESENTATIONS AND WARRANTIES

4.1 General representations and warranties by OML

(a) OML represents and warrants to DRD (IoM) that:

(1) authority: it has full power and authority to enter into and perform its obligations under this agreement;

(2) binding obligations: this agreement constitutes a legal, valid and binding obligation of each of OML and OMP and is enforceable in accordance with its terms subject to

any necessary stamping and registration and to equitable principles and laws generally affecting creditors rights;

(3) transaction permitted: the execution, delivery and performance of this agreement by each of OML and OMP does not and will not violate:

(A) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Government Agency;

(B) the relevant constitution or other constituent documents of each of OML and OMP; or

and do not and will not result in:

(D) the creation or imposition of any Encumbrance or restriction of any nature on any of the assets of either of OML or OMP; or

(E) the acceleration of the date of payment of any obligation existing under any Encumbrance, undertaking or document which is binding upon either of OML or OMP or on any of its assets;

(4) no trusts: neither OML nor OMP enters into this agreement as trustee of any trust or settlement;

(5) Loan valid: the Loan constitutes a legal, valid and binding obligation of OMP to repay all moneys owing by OMP on demand, such Loan being enforceable against OMP in accordance with its terms; and

(6) terms: OML has disclosed, or caused to be disclosed, to DRD (IoM) all material terms of the Loan.

(b) The representations and warranties given in clause 4.1 survive the execution of this agreement and the occurrence of Completion.

(c) OML acknowledges that DRD (IoM) has entered into this agreement in reliance on the representations and warranties given by OML in this clause 4.1 and in the Deed of Amalgamation.

4.2 General representations and warranties by DRD (IoM)

(a) DRD (IoM) represents and warrants to OML that:

(1) authority: it has full power and authority to enter into and perform its obligations under this agreement;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) binding obligations: this agreement constitutes a legal, valid and binding obligation of DRD (IoM) and is enforceable in accordance with its terms subject to any necessary stamping and registration and to equitable principles and laws generally affecting creditors rights;

(3) transaction permitted: the execution, delivery and performance of this agreement by DRD (IoM) does not and will not violate:

(A) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Government Agency;

(B) the relevant constitution or other constituent documents of each of DRD (IoM); or

and do not and will not result in:

(D) the creation or imposition of any Encumbrance or restriction of any nature on any of the assets of DRD (IoM); or

(E) the acceleration of the date of payment of any obligation existing under any Encumbrance, undertaking or document which is binding upon DRD (IoM) or on any of its assets;

(4) no trusts: DRD (IoM) does not enter into this agreement as trustee of any trust or settlement;

(b) The representations and warranties given in clause 4.2 survive the execution of this agreement and the occurrence of Completion.

(c) DRD (IoM) acknowledges that OML has entered into this agreement in reliance on the representations and warranties given by DRD (IoM) in this clause 4.2 and in the Deed of Amalgamation.

5. GOVERNING LAW

This agreement is governed by the law of New South Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

6. STAMP DUTY AND COSTS

(a) OML must pay any Stamp Duty payable in relation to the acknowledgement of the debt, representing the Loan, contained in this agreement.

(b) OML must indemnify DRD (IoM) against any claim made against DRD (IoM) or any of DRD (IoM)s related corporations in relation to the failure by OML to pay any Stamp Duty that is payable on or in relation to this agreement in accordance with clause 6(a) and any fines or penalties in relation to the payment of Stamp Duty.

Schedule

Currency: All amounts advanced under the Loan and all repayments are to be made in Dollars

Further advances: Further drawdowns permitted at the absolute and uncontrolled discretion of OML

Repayment: Within 5 business days of a written demand by OML

Interest rate: 90 day LIBOR for Dollars plus 2.5% per annum

Security: Unsecured

Governing Law: The laws of New South Wales.

Executed as an agreement:

Signed by Orogen Minerals Limited by:

/s/ T. Wilson /s/ M.G. Sullivan

Witness Authorised Officer

T. Wilson M.G. Sullivan

Name (please print) Name (please print)

Signed for DRD (Isle of Man) Limited by its attorney in the presence of:

/s/ D.J. Pretorius /s/ Ian Murray

Witness Authorised Officer

D.J. Pretorius Ian Murray

Name (please print) Name (please print)

Signed by Orogen Minerals (Porgera) Limited by:

/s/ T. Wilson /s/ M.G. Sullivan

T. Wilson M.G. Sullivan

Name (please print) Name (please print)

Orogen Minerals Limited

DRD (Isle of Man) Limited and

Orogen Minerals (Porgera) Limited

Freehills [Logo]

QV.1 Building 250 St Georges Terrace Perth Western Australia 6000 Australia Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878 www.freehills.com DX 104 Perth

SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the Solicitors Limitation of Liability Scheme, approved under the Professional Standards Act 1994 (NSW)

Reference

Clause Page 1. Definitions and Interpretation 1 1.1 Definitions 1 1.2 Interpretation 2 1.3 Inclusive expressions 2 2. Acknowledgment and assignment 2 3. Consent and notice 2 4. Representations and warranties 2 4.1 General representations and warranties by OML 2 4.2 General representations and warranties by DRD (IoM) 3 5. Governing law 4 6. Stamp duty and costs 4

This loan assignment agreement

is made on 14 October 2003 between the following parties:

2. DRD (Isle of Man) Limited a company incorporated under the laws of the Isle of Man with company number 94445C of Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man (DRD (IoM))

Recitals

A. OML has provided the Loan to OMP.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1.1 Definitions

In this agreement:

Dollars or $ means the lawful currency of the United States of America; and

Loan means the loan for the amount of the Loan Balance, held in Dollars, owed by OMP to OML, on the terms set out in the schedule.

1.2 Interpretation

A word or phrase (other than one defined in clause 1.1) defined in the Deed of Amalgamation has the same meaning in this agreement.

1.3 Inclusive expressions

Specifying anything in this agreement after the word includes or for example or similar expressions does not limit what else is included unless there is express wording to the contrary.

(a) OMP acknowledges the existence of the Loan.

3. CONSENT AND NOTICE

(a) In consideration of the payment to be made by DRD (IoM) to OML at Completion under clause 8.5 of the Deed of Amalgamation, OMP consents to the assignment in clause 2.

(b) OMP acknowledges receipt of notice of the assignment in clause 2.

(1) OMP will be indebted to DRD (IoM) for the amount of the Loan Balance; and

(2) OMP will be released from, and have no liability under or in respect of, the Loan to OML.

4. REPRESENTATIONS AND WARRANTIES

4.1 General representations and warranties by OML

(a) OML represents and warrants to DRD (IoM) that:

(1) authority: it has full power and authority to enter into and perform its obligations under this agreement;

(2) binding obligations: this agreement constitutes a legal, valid and binding obligation of each of OML and OMP and is enforceable in accordance with its terms subject to

-2-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any necessary stamping and registration and to equitable principles and laws generally affecting creditors rights;

(3) transaction permitted: the execution, delivery and performance of this agreement by each of OML and OMP does not and will not violate:

(A) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Government Agency;

(B) the relevant constitution or other constituent documents of each of OML and OMP; or

and do not and will not result in:

(D) the creation or imposition of any Encumbrance or restriction of any nature on any of the assets of either of OML or OMP; or

(E) the acceleration of the date of payment of any obligation existing under any Encumbrance, undertaking or document which is binding upon either of OML or OMP or on any of its assets;

(4) no trusts: neither OML nor OMP enters into this agreement as trustee of any trust or settlement;

(5) Loan valid: the Loan constitutes a legal, valid and binding obligation of OMP to repay all moneys owing by OMP on demand, such Loan being enforceable against OMP in accordance with its terms; and

(6) terms: OML has disclosed, or caused to be disclosed, to DRD (IoM) all material terms of the Loan.

(b) The representations and warranties given in clause 4.1 survive the execution of this agreement and the occurrence of Completion.

(c) OML acknowledges that DRD (IoM) has entered into this agreement in reliance on the representations and warranties given by OML in this clause 4.1 and in the Deed of Amalgamation.

4.2 General representations and warranties by DRD (IoM)

(a) DRD (IoM) represents and warrants to OML that:

(1) authority: it has full power and authority to enter into and perform its obligations under this agreement;

(2) binding obligations: this agreement constitutes a legal, valid and binding obligation of DRD (IoM) and is enforceable in accordance with its terms subject to any necessary stamping and registration and to equitable principles and laws generally affecting creditors rights;

-3-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) transaction permitted: the execution, delivery and performance of this agreement by DRD (IoM) does not and will not violate:

(A) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Government Agency;

(B) the relevant constitution or other constituent documents of each of DRD (IoM); or

and do not and will not result in:

(D) the creation or imposition of any Encumbrance or restriction of any nature on any of the assets of DRD (IoM); or

(E) the acceleration of the date of payment of any obligation existing under any Encumbrance, undertaking or document which is binding upon DRD (IoM) or on any of its assets;

(4) no trusts: DRD (IoM) does not enter into this agreement as trustee of any trust or settlement;

(b) The representations and warranties given in clause 4.2 survive the execution of this agreement and the occurrence of Completion.

(c) DRD (IoM) acknowledges that OML has entered into this agreement in reliance on the representations and warranties given by DRD (IoM) in this clause 4.2 and in the Deed of Amalgamation.

5. GOVERNING LAW

This agreement is governed by the law of New South Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

6. STAMP DUTY AND COSTS

(a) OML must pay any Stamp Duty payable in relation to the acknowledgement of the debt, representing the Loan, contained in this agreement.

-4-

Amount of Loan: Loan Balance (as defined in the Deed of Amalgamation).

Currency: All amounts advanced under the Loan and all repayments are to be made in Dollars

Further advances: Further drawdowns permitted at the absolute and uncontrolled discretion of OML

Repayment: Within 5 business days of a written demand by OML

Interest rate: 90 day LIBOR for Dollars plus 2.5% per annum

Security: Unsecured

Governing Law: The laws of New South Wales.

-5-

Executed as an agreement:

Signed by Orogen Minerals Limited by:

/s/ T. Wilson /s/ M.G. Sullivan Witness Authorised Officer

T. Wilson M.G. Sullivan Name (please print) Name (please print)

Signed for DRD (Isle of Man) Limited by its attorney in the presence of:

/s/ D.J. Pretorius /s/ Ian Murray Witness Authorised Officer

D.J. Pretorius Ian Murray Name (please print) Name (please print)

/s/ T. Wilson /s/ M.G. Sullivan Witness Authorised Officer

T. Wilson M.G. Sullivan Name (please print) Name (please print)

-6-

This agreement

is made on 14 October 2003 between the following parties:

Recitals

A. The parties are also parties (with others) to a Deed of Amalgamation (Deed of Amalgamation) dated on or about the date of this agreement under which Mineral Resources Porgera Limited (company number 1-14321) (MRP) and Orogen Minerals (Porgera) Limited (company number 1-25740) (OMP) and Dome Resources (PNG) Limited (company number 1-18497) (Dome) will amalgamate under the laws of Papua New Guinea.

B. DRD (IoM) has agreed to acquire, by way of assignment, the Loan from OML on the terms set out in the Loan Assignment Agreement (Loan Assignment Agreement) which is to be entered into at Completion under the Deed of Amalgamation.

C. Under the Deed of Amalgamation, DRD (IoM) has agreed to pay the Stamp Duty on the Deed of Amalgamation and any agreement or document entered into or signed under the Deed of Amalgamation (other than the Stamp Duty payable by OML under the Loan Assignment Agreement) up to the Agreed Maximum Duty (DRD Duty).

D. Under the Deed of Amalgamation OML has agreed to pay the Stamp Duty on the Deed of Amalgamation and any agreement or document entered into or signed under the Deed of Amalgamation to the extent it exceeds the Agreed Maximum Duty plus any Stamp Duty payable by OML under the Loan Assignment Agreement (OML Duty).

E. The parties have agreed the arrangements in this agreement in relation to the payment of, and any entitlement to, a refund of Stamp Duty.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1. Definitions

A word or phrase (other than one expressly defined in this agreement) defined in the Deed of Amalgamation has the same meaning in this agreement.

2. Agreed Maximum Duty

The agreed maximum duty for the purposes of the Deed of Amalgamation is US$3.690 million (Agreed Maximum Duty).

3. Payment of DRD Duty

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DRD (IoM) will pay or procure Dome to pay the DRD Duty on the last date for payment of such DRD Duty once assessed. If the DRD Duty is payable before Completion, DRD (IoM) may elect to have such DRD Duty paid from the Deposit held under clause 4.6 of the Deed of Amalgamation.

4. Payment of OML Duty

OML will pay the OML Duty on the last date for payment of such OML Duty once assessed.

5. Stamp Duty Top Up

DRD (IoM) will pay to OML any Stamp Duty Top Up (being the amount set out in item 28 of Schedule 2 of the Deed of Amalgamation) as and when required under the Deed of Amalgamation.

6. Stamp Duty refund after Completion

If the DRD Duty and the OML Duty have been paid, Completion under the Deed of Amalgamation occurs and there is then a refund of some (or all) of the Stamp Duty paid, then:

(a) if the refund is made to DRD (IoM) or the Amalgamated Company in the form of a cash payment, the entity receiving the refund must pay the amount of the refund (less any reasonable out of pocket expenses associated with the payment to OML) to OML within 2 Business Days after receipt.

(b) if the refund is in the form of tax credits issued in the name of DRD (IoM) or the Amalgamated Company, then the Amalgamated Company or DRD (IoM) must pay to OML the face value of the tax credits received (less any reasonable out of pocket expenses associated with the payment to OML) on the earlier of 14 months after the date of the Deed of Amalgamation and the date the Amalgamated Company commences paying income tax in Papua New Guinea.

(c) if the refund is made to OML (whether in the form of a cash payment or tax credits), then OML is entitled to retain the benefit of such refund.

7. Treatment of Stamp Duty refund if Completion does not occur

If the DRD Duty has been paid and Completion does not occur or the Deed of Amalgamation is rescinded or otherwise unwound, and a refund of any or all of the Stamp Duty paid is received:

(a) if the refund is received by DRD (IoM) in the form of a cash payment, DRD (IoM) is entitled to retain that amount up to the value of the DRD Duty unless:

(1) Completion has not occurred, or is unwound because of a material breach by DRD (IoM) of its obligations under the Deed of Amalgamation; and

(2) the DRD Duty was paid out of the Deposit,

in which case, DRD (IoM) will pay to OML the amount of the refund (less any reasonable out of pocket expenses associated with the payment to OML) within 2 Business Days after receipt of the refund;

(b) if the refund is received by OML, OMP, MRP or any other member of the OSL group of companies in the form of a cash payment, the entity receiving the refund must pay the amount of the refund up to the DRD Duty (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) to DRD (IoM) within 2 Business Days after receipt of the refund unless:

(1) Completion has not occurred, or is unwound because of a material breach by DRD (IoM) of its obligations under the Deed of Amalgamation; and

(c) if the refund is in the form of a tax credit and the tax credit is issued in the name of OML, OMP or MRP, or any other member of the OSL group of companies and if Completion has not occurred or the Deed of Amalgamation is rescinded or otherwise unwound because of:

(1) a material breach of OMLs obligations under the Deed of Amalgamation or a failure to complete because Placer threatens or commences Proceedings such that Completion has not occurred prior to the End Date, OML must pay DRD (IoM) for the face value of that tax credit received by OML, OMP, MRP or any member of the OSL group of companies up to the DRD Duty (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) within 2 Business Days after OML, OMP, MRP, or any other member of the OSL group of companies received notification of the refund;

(2) a material breach of DRD (IoM)s obligations under the Deed of Amalgamation and the DRD Duty has been paid out of the Deposit, then OML, OMP, MRP, or the relevant member of the OSL group of companies is entitled to retain the benefit of the tax credit; or

(3) in all other circumstances, OML must pay DRD (IoM) the face value of that tax credit received up to the DRD Duty (less any reasonable out of pocket expenses

associated with the payment to DRD (IoM)) on the earlier of the date that is 14 months after the date of the Deed of Amalgamation and the date that is 2 Business Days after OML, OMP, MRP, or any other member of the OSL group of companies utilises, or is capable of utilising, those tax credits (or any part thereof) up to the value of the DRD Duty paid. For the avoidance of doubt, if the amount of the tax credit utilised or capable of being utilised is less than the face value of the tax credit received up to the DRD Duty, then OML must pay the face value of the tax credit that OML, OMP, MRP, or any other member of the OSL group of companies has utilised, or are capable of utilising, up to the DRD Duty within 2 Business Days after OML, OMP, MRP, or any other member of the OSL group of companies utilises, or are capable of utilising, such tax credits.

(d) if any tax refund in the form of a tax credit is issued in the name of DRD (IoM) and if Completion has not occurred or the Deed of Amalgamation is rescinded or otherwise unwound because of:

(1) a material breach of OMLs obligations under the Deed of Amalgamation or a failure to complete because Placer threatens or commences Proceedings such that Completion has not occurred prior to the End Date, OML must pay DRD (IoM) for the face value of that tax credit received up to the DRD Duty (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) within 2 Business Days after DRD (IoM) received notification of the refund;

(2) a material breach of DRD (IoM)s obligations under the Deed of Amalgamation and the DRD Duty has been paid out of the Deposit, DRD (IoM) must pay OML for the face value of that tax credit received up to the DRD Duty (less any reasonable out of pocket expenses associated with the payment to OML) within 2 Business Days after DRD (IoM) received notification of the refund; or

(3) in all other circumstances, OML must pay DRD (IoM) for half of the face value of that tax credit received up to the DRD Duty (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) within 2 Business Days after DRD (IoM) received notification of the refund.

(e) where DRD (IoM) has received a payment from OML under clause 7(d)(l) or (3) and DRD (IoM) or any other member of the DRD group of companies subsequently utilises, or is capable of utilising, the tax credits (or any part thereof) issued to DRD (IoM) as the refund up to the amount of the DRD Duty paid, DRD (IoM) must, within 2 Business Days after it (or any other member of the DRD group of companies) utilises, or is capable of utilising, the tax credits up to the value of the DRD Duty paid, repay OML the amount paid to it under clause 7(d)(l) or (3) (or if the amount of the tax credit utilised or capable of being utilised, is less than the amount paid to DRD (IoM) under clause 7(d)(l) or (3), the amount of that tax credit utilised or capable of being utilised).

8. Refund of less than Stamp Duty paid

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If Completion does not occur or the Deed of Amalgamation is rescinded or otherwise unwound and the amount of any refund is less than the amount paid as the DRD Duty on

the Deed of Amalgamation and any agreement or document entered or signed under the Deed of Amalgamation (other than the Stamp Duty payable by OML under the Loan Assignment Agreement) (Deficiency) and if Completion has not occurred because or is rescinded because of:

(a) a material breach of OMLs obligations under the Deed of Amalgamation or a failure to complete because Placer threatens or commences Proceedings such that Completion has not occurred prior to the End Date, OML must pay to DRD (IoM) the Deficiency (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) within 2 Business Days after OML or DRD (IoM) received notification of the refund;

(b) a material breach of DRD (IoM)s obligations under the Deed of Amalgamation and the DRD Duty has been paid out of the Deposit, DRD (IoM) must pay to OML the Deficiency (less any reasonable out of pocket expenses associated with the payment to OML) within 2 Business Days after OML or DRD (IoM) received notification of the refund; and

(c) in all other circumstances, OML must pay to DRD (IoM) half of the Deficiency (less any reasonable out of pocket expenses associated with the payment to DRD (IoM)) within 2 Business Days after OML or DRD (IoM) received notification of the refund.

9. Application for a refund

In the event that the Deed of Amalgamation is rescinded, terminated or otherwise unwound, the parties agree to each use their best endeavours to apply for a refund of Stamp Duty as soon as reasonably practicable and in any event before the period for application of a refund expires.

10. Application for exemption or appeal of decision

(a) Subject to clause 10(b), upon receiving from OML an indemnity in a form acceptable to DRD (IoM) against all damages, losses, liabilities, costs, expenses and payments which may result, DRD (IoM) will procure the Amalgamated Company to provide the assistance which OML reasonably requires to apply for an exemption from Stamp Duty payable on the Deed of Amalgamation or contest any refusal to obtain such an exemption.

(b) For the purposes of clause 10(a), OML may at its expense (determined in accordance with the Schedule to this agreement):

(1) have access to, in a manner which does not unreasonably disrupt the conduct of the business of the Amalgamated Company, all relevant books, records, files and documents and make copies of any information examined;

(2) consult with the Amalgamated Companys senior management at the rates set out in the Schedule.

11. Currencies

For the purposes of this agreement and the calculations to be made under it:

(a) the Agreed Maximum Duty will be converted into Kina based on the Dollar/Kina exchange rate determined in accordance with clause 11(c) below on the date of payment of the DRD Duty;

(b) any refund received, either as cash or a tax credit, if received in dollars, will be converted to Kina based on the Dollar/Kina exchange rate determined in accordance with clause 11(c) below on the date of notification of receipt of the tax credits or actual receipt of the cash refund (as the case may be);

(1) at the mid point of the inward Telegraphic Transfer buying and Spot selling rates for dollars as published on the daily Westpac Banking Corporation Foreign Exchange Centre Rate Sheet as applicable for Kina transactions under K15,000, or in the event that this rate is unavailable;

(2) at the mid point of the daily closing dollar / Kina exchange rate as quoted on Bloomberg under the ticker symbol PKUS, or in the event that this rate is unavailable;

(3) the rate calculated in accordance with 11(c)(1) above but using the rates as published on the next available date.

12. Governing law

This agreement is governed by the law of New South Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

13. Stamp Duty and costs

(a) OML must pay any Stamp Duty payable in relation to this agreement.

(b) Each party must pay its own legal costs in respect of this agreement.

Schedule

Managers US$149/hour (or $1,192 per day based on an 8 hour day) National accountants in PNG US$72.375/hour (or $579 per day based on an 8 hour day)

Executed as an agreement:

Signed by Orogen Minerals Limited by:

T. Wilson /s/ M.G. Sullivan Director

T. Wilson M.G. Sullivan (please print) (please print)

Signed for DRD (Isle of Man) Limited by its attorney in the presence of:

D.J. Pretorius Ian Murray (please print) (please print)

LOAN ASSIGNMENT AGREEMENT

Dome Resources (PNG) Limited

and

Dome Resources Pty Limited

and

DRD (Isle of Man) Limited

and

Tolukuma Gold Mines Limited

OBRIENS [LOGO] Lawyers Level 5 Defens Haus Cnr of Hunter St & Champion Pde PORT MORESBY

Telephone +675 308 8300 Facsimile +675 308 8399

TABLE OF CONTENTS

1. DEFINED MEANINGS

2. ASSIGNMENT OF LOAN

3. RESTATEMENT OF ACCOUNT AND TERMS

4. GENERAL PROVISIONS

5. DEFINITIONS AND INTERPRETATION

LOAN ASSIGNMENT AGREEMENT

PARTIES

1. Dome Resources (PNG) Limited (Company No. 1-18497) of c/- OBriens Lawyers, Level 5, Defens Haus, Cnr Hunter Street & Champion Parade, Port Moresby, NCD, Papua New Guinea (Dome).

2. Dome Resources Pty Limited (ACN 220 752 641) (formerly Dome Resources NL) of c/- Level 2, 62 Collins Street, West Perth, Western Australia 6005, Australia (NL).

3. DRD (Isle of Man) Limited (Company No. 94445C) the Company incorporated under the laws of the Isle of Man, having its registered office at Grosvenor House, 67/67 Athol Street, Douglas, Isle of Man (DRD IoM).

4. Tolukuma Gold Mines Limited a Company incorporated under the laws of the Independent State of Papua New Guinea and having its registered office at c/- OBriens, Level 5, Defens haus, Cnr Hunter Street & Champion Parade, Port Moresby, NCD, Papua New Guinea (TGM).

BACKGROUND

A. Dome has lent the sum of PGK22,621,000.00 to TGM and such loan stands as an asset in the books of Dome.

B. Dome obtained the funds for the loan by way of borrowing from NL in Australian Dollars.

C. Dome has agreed with DRD IoM for DRD IoM to acquire the loan from Dome in consideration for DRD IoM accepting a novation and assuming the liabilities of Dome to NL to repay the amount sought from NL which Dome on lent to TGM in Australian Dollars.

D. TGM also borrowed a further amount of A$5,982,252.00 from NL and NL has agreed to assign that Loan to DRD IoM for face value in the sum of A$5,982,252.00.

E. The parties now wish to record the terms of the assignment in this document.

OPERATIVE PROVISIONS

1. DEFINED MEANINGS

Words used in this document and the rules of interpretation that apply are set out and explained in the definitions and interpretation clause at the back of this document.

2. ASSIGNMENT OF LOAN

2.1 TGM Borrowing from Dome

In consideration of DRD IoM assuming the obligations of Dome to repay monies to NL, Dome assigns and transfers to DRD IoM all of its right, title and interest in the TGM Loan.

In consideration of Dome assigning all of its right, title and interest in the TGM Loan, DRD IoM hereby takes a transfer of, and assumes the obligations of Dome to NL under, the Dome Loan to the extent of the Assumption Amount in substitution for Dome.

NL accepts the transfer and assumption of the obligations of Dome under the Dome Loan to DRD IoM and forever releases and holds harmless Dome from the obligations transferred to DRD IoM.

Subject to the assignment of the TGM/NL Loan and the assumption by DRD IoM of Domes obligation to repay to NL that portion of the Dome Loan represented in the Assumption Amount, and as further consideration for the assignment and assumption by DRD IoM, NL assigns to DRD IoM the balance of the Dome Loan after deduction of the Assumption Amount.

2.3 TGM borrowing from NL

In consideration of DRD IoM paying the sum of A$5,982,252.00 to NL, NL assigns and transfers to DRD IoM all its right, title and interest in the TGM/NL Loan.

3. RESTATEMENT OF ACCOUNT AND TERMS

3.1 Conversion of Currency

The TGM Loan from Dome to assigned pursuant to clause 2 above standing in the sum of PGK 22,621,000.00 as at the date of this agreement by further agreement between the parties will stand as of the date of this agreement denominated in US Dollars by conversion at the ANZ mid-rate on the date of this agreement and TGM shall be obliged to repay the loan to DRD IoM in US Dollars.

3.2 Interest Rate Applicable and Repayment Date

TGM and DRD IoM agree that the TGM Loan, the TGM/NL Loan and the Dome Loan on and from their assignment will bear interest at the rate of LIBOR rate for 90 day commitments of US Dollars from time to time plus 2.5% and will be repayable upon demand.

4. GENERAL PROVISIONS

4.1 Costs

Each party must pay its own costs in relation to:

(a) the negotiation, preparation, execution, performance, amendment or registration of, or any consent given or made; and

(b) the performance of any action by that party in compliance with any liability arising, under this document, or any agreement or document executed or effected under this document, unless this document provides otherwise.

4.2 Assignment

A party must not transfer any right or liability under this document without the prior consent of each other party, except where this document provides otherwise.

4.3 Notices

(a) Any notice to or by a party under this document must be in writing and signed by the sender or, if a corporate party, an authorised officer of the sender.

(b) Any notice may be served by delivery in person or by post or transmission by facsimile to the address or number of the recipient specified in this provision or most recently notified by the recipient to the sender.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Any notice is effective for the purposes of this document upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 4.00pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00am on the next day following delivery or receipt.

4.4 Governing Law and Jurisdiction

(a) This document is governed by and construed under the law in Papua New Guinea.

(b) Any legal action in relation to this document against any party or its property may be brought in any court of competent jurisdiction in Papua New Guinea.

(c) Each party by execution of this document irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.

4.5 Amendments

Any amendment to this document has no force or effect, unless effected by a document executed by the parties.

4.6 Third parties

This document confers rights only upon a person expressed to be a party, and not upon any other person.

4.7 Precontractual negotiation

This document:

(a) expresses and incorporates the entire agreement between the parties in relation to its subject-matter, and all the terms of that agreement; and

(b) supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject-matter or any term of that agreement.

4.8 Further assurance

Each party must execute any document and perform any action necessary to give full effect to this document, whether before or after performance of this document.

4.9 Continuing performance

(a) The provisions of this document do not merge with any action performed or document executed by any party for the purposes of performance of this document.

(b) Any representation in this document survives the execution of any document for the purposes of, and continues after, performance of this document.

(i) constitutes a liability of that party separate and independent from any other liability of that party under this document or any other agreement; and

(ii) survives and continues after performance of this document.

4.10 Remedies

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The rights of a party under this document are cumulative and not exclusive of any rights provided by law.

4.11 Severability

Any provision of this document which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this document or the validity of that provision in any other jurisdiction.

4.12 Counterparts

This agreement may be executed in any number of counterparts each of which when taken together will constitute one and the same instrument.

5. DEFINITIONS AND INTERPRETATION

5.1 Definitions

In this document unless the context otherwise requires:

Assumption Amount means the amount PGK22,621,000.00 converted to Australian Dollars at the ANZ mid-rate of exchange on the date of this agreement resulting in, an amount of liability by Dome to NL under the Dome Loan being assumed by DRD IoM in that amount.

Dome Loan means a loan in Australian Dollars made by NL to Dome and standing in the sum of A$32,942,236.00 as at 30 June 2003.

TGM Loan means the loan from Dome to TGM in the amount of PGK22,621,000.00.

TGM/NL Loan means the loan by NL to TGM in the sum of A$5,982,252.00.

5.2 Interpretation

In this document unless the context otherwise requires:

(a) clause and subclause headings are for reference purposes only;

(b) the singular includes the plural and vice versa;

(d) reference to a person includes any other entity recognised by law and vice versa;

(e) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(f) any reference to a party to this document includes its successors and permitted assigns;

(g) any reference to any agreement or document includes that agreement or document as amended at any time;

(h) the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;

(i) the expression at any time includes reference to past, present and future time and the performance of any action from time to time;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (j) an agreement, representation or warranty on the part of two or more persons binds them jointly and severally;

(k) an agreement, representation or warranty on the part of two or more persons is for the benefit of them jointly and severally;

(l) reference to an item is a reference to an item in the schedule to this document;

(m) reference to an exhibit, annexure, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment or schedule in this document;

(n) reference to a provision described, prefaced or qualified by the name, heading or caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment in this document means a cross reference to that clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment;

(o) when a thing is required to be done or money required to be paid under this document on a day which is not a Business Day, the thing must be done and the money paid on the immediately preceding Business Day; and

(p) reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.

EXECUTED as an agreement.

SIGNED by TOLUKUMA GOLD MINES LIMITED in the presence of:

/s/ Mark Wellesley-Wood Authorised Representative Signature of witness

Print name

Print address

SIGNED by DOME RESOURCES (PNG) LIMITED in the presence of:

/s/ Mark Wellesley-Wood Authorised Representative Signature of witness

Print name

Print address

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNED by DOME RESOURCES PTY LTD (formerly DOME RESOURCES NL) in the presence of:

/s/ Mark Wellesley-Wood Authorised Representative Signature of witness

Print name

Print address

SIGNED by DRD Isle of Man Limited in the presence of:

/s/ Mark Wellesley-Wood Authorised Representative Signature of witness

Print name

Print address

A1433 ISL/HD 03062003

Memorandum of Agreement

Made and entered into between:-

DURBAN ROODEPOORT DEEP, LIMITED

(Reg No 1895/000926/06)

(a company duly incorporated in accordance with the company laws of the Republic of South Africa with limited liability, herein represented by Mr Jacob Hendrik Dissel, in his capacity as a director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of directors of the company passed at Johannesburg on the 6th day of June 2003, and a certified copy whereof is annexed hereto marked A);

of the first part;

and

WEST WITWATERSRAND GOLD MINES LIMITED

(Reg No 1967/013456/06)

(a company duly incorporated in accordance with the company laws of the Republic of South Africa with limited liability herein represented by Ian Louis Murray , in his capacity as a director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of directors of the company passed at Johannesburg on the 6th day of June 2003, and a certified copy whereof is annexed hereto marked B);

of the second part;

and

MOGALE GOLD (PROPRIETARY) LIMITED

(a company duly incorporated in accordance with the company laws of the Republic of South Africa with limited liability, herein represented by Vredeber Freiherr von Ketelhodt, in his capacity as a director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of directors of the company passed at Johannesburg on the 6th day of June 2003, and a certified copy whereof is annexed hereto marked C);

of the third part;

and

LUIPAARDS VLEI ESTATES (PROPRIETARY) LIMITED

(Reg No 1984/002863/07)

of the fourth part.

1. Definitions

1.1 In the AGREEMENT, unless inconsistent with the context, the following terms and/or expressions shall have the separate meanings assigned to them hereunder and for purposes of convenience the said definitions are reflected throughout the AGREEMENT in capitals:-

1.1.1 AGREEMENT shall mean this agreement between the PARTIES and shall include all annexes thereto which shall be initialled or signed, as the case may be;

1.1.2 ATTORNEYS shall mean Levy, Feinsteins & Associates Incorporated, practising under the style of Feinsteins at Johannesburg;

1.1.3 CAM shall mean Consolidated Mining Management Services Limited (Reg No 1925/008135/06);

1.1.4 CLOSING DATE shall mean the date on which the DRD GNBS are registered in the applicable Deeds Registry;

1.1.5 DISPUTES shall collectively mean the disputes which have arisen between the

parties to the MAIN AGREEMENT in connection with their respective rights and obligations thereunder and, inter alia, as set forth in a letter written on behalf of MOGALE to DRD on 2 October 2002;

1.1.6 DME shall mean the Department of Minerals and Energy of the Government of the Republic of South Africa;

1.1.7 DRD shall mean Durban Roodepoort Deep, Limited and shall be deemed to include its successors in title;

1.1.8 DRD GNBS shall collectively mean:-

1.1.8.1 the LUIPAARDS VLEI GNB; and

1.1.12.2 the MOGALE GNB;

1.1.9 EFFECTIVE DATE shall mean the first business day after the date of the fulfilment or waiver, as the case may be, of the last of the conditions precedent in clause 3 infra;

1.1.10 FINANCIER shall mean the party providing the THIRD PARTY FINANCE;

1.1.11 JP MORGAN shall mean J P Morgan Chase Bank, formerly known as Chase Manhattan Bank Limited;

1.1.12 LUIPAARDS VLEI shall mean Luipaards Vlei Estates (Proprietary) Limited (Reg No 1984/002863/07) and shall be deemed to include its successors in title;

1.1.13 LUIPAARDS VLEI shall mean the Memorandum of Agreement made and AGREEMENT entered into by and between CAM as seller and MOGALE as purchaser in terms whereof the former sold to the latter the LUIPAARDS VLEI EQUITY for the consideration and upon the terms and conditions set forth in such agreement;

1.1.14 LUIPAARDS VLEI DUMP shall mean the dump situate on the LUIPAARDS VLEI PROPERTY and in respect whereof Surface Right Permit No RMT 03/95 is applicable;

1.1.15 LUIPAARDS VLEI EQUITY shall collectively mean:-

1.1.15.2 all the shareholders claims in loan account against LUIPAARDS VLEI,

as set forth in the LUIPAARDS VLEI AGREEMENT;

1.1.16 LUIPAARDS VLEI GNB shall mean the Surety Collateral General Notarial Bond (to initially operate as a first bond, with the right vested in LUIPAARDS VLEI to convert same to a second bond with the prior written concurrence of DRD, which shall not be capable of being unreasonably withheld, in the event of MOGALE arranging the THIRD PARTY FINANCE and same necessitating the establishment of the THIRD PARTY FINANCE SECURITY) to be passed by LUIPAARDS VLEI over its movable

assets in favour of DRD (as the cessionary of the PURCHASE CONSIDERATION) in the sum of R8 280 000,00 (eight million two hundred and eighty thousand rand), as collateral security for the obligations of MOGALE under the MAIN AGREEMENT (as read with clause 4 infra) to pay the PURCHASE CONSIDERATION, and substantially upon the terms and conditions set forth in a specimen thereof annexed hereto marked E(1);

1.1.17 LUIPAARDS VLEI PROPERTY shall mean the immovable property of LUIPAARDS VLEI situate on Portions 209/4 and 209/5 of the farm Luipaards Vlei 246 I.Q. and held by it under Deed of Transfer No 29579/1998;

1.1.18 MAIN AGREEMENT shall mean the Memorandum of Agreement made and entered into by and between DRD, WESTWITS and MOGALE at Johannesburg on the 12 June 2002 and a copy whereof is

annexed hereto marked F and which has been initialled by the PARTIES for purposes of identification the definitions therein contained shall, unless inconsistent with the provisions of the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AGREEMENT, apply mutatis mutandis to the latter and shall for ease of reference be perpetuated throughout the AGREEMENT in capital italics;

1.1.19 MINING AUTHORISATIONS shall mean all such mining authorisations required by MOGALE for the purposes of conducting the WESTWITS PLANT ENTERPRISE, as contemplated by clause 6.1 of the MAIN AGREEMENT;

1.1.20 MOGALE shall mean Mogale Gold (Proprietary) Limited [formerly named Bophelo Trading (Proprietary) Limited], and shall be deemed to include its successors in title;

1.1.21 MOGALE GNB shall mean the General Notarial Bond (to initially operate as a first bond with

the right vested in MOGALE to convert same to a second bond with the prior written concurrence of DRD, which shall not be capable of being unreasonably withheld, in the event of MOGALE arranging the THIRD PARTY FINANCE and same necessitating the establishment of the THIRD PARTY FINANCE SECURITY) to be passed by MOGALE over its movable assets in favour of DRD (as the cessionary of the claim by WESTWITS under the MAIN AGREEMENT) in the sum of R8 280 000,00 (eight million two hundred and eighty thousand rand), as security for the obligations of MOGALE under the MAIN AGREEMENT (as read with clause 4 infra) to pay the PURCHASE CONSIDERATION and substantially upon the terms and conditions set forth in a specimen thereof annexed hereto marked G(1);

1.1.22 NORTH SAND DUMP shall mean the mining dump (Sands Dump No 1A12) situate on the

Dump No 1A12) situate on the WESTWITS PROPERTY and falling under Surface Right Permit A51/57;

1.1.23 OPEN CAST PIT shall collectively mean the West Wits Open Cast Pit and the Johnstone Open Cast Pit depicted in the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document drawing annexed hereto and marked H and which is situate on the WESTWITS PROPERTY;

1.1.24 OPEN CAST PIT shall mean the obligation on the part of DRD to REHABILITATION rehabilitate the OPEN CAST PIT in accordance with OBLIGATION the requirements of the DME in the sum of approximately R34 000 000,00 (thirty-four million rand);

1.1.25 OPTION DATE shall mean 30 (thirty) days after the written exercise by MOGALE of its right of first refusal to acquire the WESTWITS ASSETS or the WESTWITS EQUITY as hereinafter provided;

1.1.26 PARTIES shall mean all the signatories to the AGREEMENT;

1.1.27 PAYMENT DATE shall mean the date upon which the PURCHASE CONSIDERATION is fully discharged by MOGALE as a result of one or more of the events referred to in clause 7.1 infra;

1.1.28 POWERS OF ATTORNEY shall collectively mean the irrevocable Power/s of Attorney by:- ,

1.1.28.1 LUIPAARDS VLEI in favour of DRD to facilitate the registration of the LUIPAARDS VLEI GNB; and

1.1.28.2 MOGALE in favour of DRD to facilitate the registration of the MOGALE GNB

and substantially in accordance with the specimens thereof annexed hereto and marked E and G respectively;

1.1.29 THIRD PARTY FINANCE shall mean finance in such sum as shall be determined by MOGALE at its discretion, to be sought by

MOGALE so as to facilitate the expansion of the WESTWITS PLANT ENTERPRISE so as to, inter alia, incorporate the LUIPAARDS VLEI DUMP;

1.1.30 THIRD PARTY FINANCE shall mean the security which may have to be SECURITY provided by MOGALE as principal debtor and LUIPAARDS VLEI as surety to the FINANCIER in respect of the THIRD PARTY FINANCE and, inter alia, in the form of a first general notarial bond by MOGALE over its movable assets in favour of the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FINANCIER and a first surety collateral general notarial bond by LUIPAARDS VLEI over its movable assets in favour of the FINANCIER for the obligations of MOGALE;

1.1.31 PRIME shall where used in the AGREEMENT, mean the publicly quoted basic annual rate of interest certified by any manager of FirstRand Bank Limited (whose appointment and authority need not be proved) to be

charged by FirstRand Bank Limited from time to time on overdrawn current accounts of its most favoured private sector clients;

1.1.32 PURCHASE CONSIDERATION shall mean the balance of the purchase consideration payable by MOGALE to WESTWITS in terms of the MAIN AGREEMENT and being R8 280 000,00 (eight million two hundred and eighty thousand rand) and which claim is, with the consent of MOGALE, to be assigned to DRD pursuant to the provisions of clause 4 infra;

1.1.33 SIGNATURE DATE shall mean the date upon which the AGREEMENT is signed by the last of the parties to sign same;

1.1.34 WESTWITS shall mean West Witwatersrand Gold Mines Limited (Reg No 1967/013456/06), and shall be deemed to include its successors in title; 1.1.35 WESTWITS ASSETS shall, to the exclusion of the WESTWITS PLANT ENTERPRISE

and the WESTWITS PROPERTY, mean all and any remaining assets of WESTWITS of whatsoever nature as at the EFFECTIVE DATE;

1.1.36 WESTWITS EQUITY shall mean the total issued share capital of WESTWITS and all the shareholder loan account claims against WESTWITS of which DRD is the registered and/or beneficial owner, as at the OPTION DATE;

1.1.37 WESTWITS PLANT shall mean the bank or other institutional guarantee to ENTERPRISE REHABILITATION be established by DRD in favour of the DME (and GUARANTEE subject to the latters approval) in respect of the WESTWITS PLANT ENTERPRISE REHABILITATION OBLIGATION in the sum of

1.1.38 WESTWITS PLANT shall mean the obligation on the part of DRD to ENTERPRISE REHABILITATION rehabilitate the area upon which the WESTWITS OBLIGATION PLANT ENTERPRISE and the NORTH

SAND DUMP are situated, in accordance with the requirements of the DME;

1.1.39 WESTWITS PROPERTY shall mean Portion 66 of the Farm Waterval 174, I.Q., District of Krugersdorp.

1.2 Words importing:-

1.2.1 the singular shall include the plural and vice versa;

1.2.2 any one gender shall include the others;

1.2.3 persons shall, where the context admits, include firms or corporations.

1.3 Where figures are referred to in numerals and words, then the latter shall prevail in the event of any dispute.

1.4 Any reference to a statute, regulation or other legislation shall be a reference to such statute, regulation or other legislation as at the date of execution of these present and as amended or substituted from time to time.

1.5 When any number of days is prescribed in the AGREEMENT, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.

1.6 The use of the word including followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s.

1.7 Where any term is defined within a particular clause other than as set forth in this clause 1, then that term shall bear the meaning ascribed to it in that clause wherever it is used in the AGREEMENT.

1.8 The terms of the AGREEMENT having been negotiated, the contra proferentem rule shall not be applied in the interpretation thereof.

1.9 Any term which refers to a South African legal concept or process (in no way derogating from the generality thereof, for example winding-up or curatorship) shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which the AGREEMENT may apply or to the laws of which any PARTY cited hereunder may be or become subject.

2. Recordal

It is recorded that:-

2.1.1 WESTWITS sold the WESTWITS PLANT ENTERPRISE (including the WESTWITS PROPERTY) as a going concern to

MOGALE for the purchase price and upon the terms and conditions therein set forth; and

2.1.2 the MINING AUTHORISATIONS, were to be issued to MOGALE for the purpose of enabling it to conduct the WESTWITS PLANT ENTERPRISE;

2.2 certain difficulties were encountered in relation to the issue of the MINING AUTHORISATIONS, inter alia, in consequence whereof the DISPUTES have arisen between the parties thereto which they are now desirous of resolving and in respect whereof bona fide negotiations have been entered into;

2.3

2.3.1 LUIPAARDS VLEI is the registered owner of the LUIPAARDS VLEI PROPERTY upon which is situate the LUIPAARDS VLEI DUMP;

2.3.2 in terms of the LUIPAARDS VLEI AGREEMENT:-

2.3.2.1 MOGALE purchased the LUIPAARDS VLEI EQUITY from CAM upon the terms and conditions therein contained;

2.3.2.2 MOGALE has discharged the purchase price due thereunder;

2.3.2.3 MOGALE is entitled to mine the LUIPAARDS VLEI DUMP;

2.3.3 the NORTH SAND DUMP is in sufficiently close proximity to the LUIPAARDS VLEI DUMP to enable MOGALE to utilise the latter as an integral part of the extended WESTWITS PLANT ENTERPRISE;

2.3.4 as a pre-requisite to 2.3.3 supra, it is necessary to upgrade and extend the WESTWITS PLANT ENTERPRISE, its facilities and its operations;

2.3.5 the MINING AUTHORISATIONS are capable of being issued as against the furnishing by DRD of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE;

2.3.6 the PARTIES are accordingly desirous of co-operating with each other with the objective of:-

2.3.6.1 obtaining the MINING AUTHORISATIONS;

2.3.6.2 procuring that the MAIN AGREEMENT becomes unconditional;

2.3.6.3 settling the DISPUTES;

2.3.6.4 DRD and WESTWITS on the one hand and MOGALE on the other fulfilling their respective obligations under the MAIN AGREEMENT (as amended by the AGREEMENT) and in contemplation thereof ownership of the WESTWITS PLANT ENTERPRISE (excluding

the WESTWITS PROPERTY), will be deemed to have passed from WESTWITS to MOGALE on the day preceding the CLOSING DATE;

2.3.6.5 WESTWITS procuring the release of its securities in favour of JP MORGAN so as to facilitate the passing of ownership as afore-referred to;

2.3.6.6 MOGALE discharging all its obligations under the LUIPAARDS VLEI AGREEMENT; and

2.3.6.7 MOGALE endeavouring to raise the THIRD PARTY FINANCE and thereby enabling it to enhance the economic viability of the extended WESTWITS PLANT ENTERPRISE;

2.3.7 as security and collateral security respectively for the THIRD PARTY FINANCE, MOGALE and LUIPAARDS VLEI may be obliged to pass and register the THIRD PARTY FINANCE SECURITY;

2.3.8 in the event of MOGALE obtaining the THIRD PARTY FINANCE and the registration of the THIRD PARTY FINANCE SECURITY being a condition precedent therefor, then and in such event the DRD GNBS shall be varied so as to rank second to the THIRD PARTY FINANCE SECURITY; and

2.4 the PARTIES have reached agreement in principle in regard to all the aforegoing and are now desirous of reducing same to writing as hereafter.

3. Conditions Precedent

3.1 Notwithstanding anything to the contrary in the AGREEMENT contained, it shall be conditional upon the following:-

3.1.1 the furnishing by DRD of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE to the DME, within a period of 7 (seven) days after the SIGNATURE DATE;

3.1.2 the issue of the MINING AUTHORISATIONS by the DME, within a period of 7 (seven) days after the fulfilment of the condition precedent in clause 3.1.1 supra;

3.1.3 the execution of the POWERS OF ATTORNEY by the parties thereto, on the SIGNATURE DATE and to be held by the ATTORNEYS in trust pending the fulfilment of the conditions in 3.1.1 and 3.1.2 supra.

3.2 The condition/s in:-

3.2.1 clauses 3.1.1 and 3.1.2 supra, are stipulations for the benefit of the PARTIES and accordingly may only be waived in writing by the PARTIES; and

3.2.2 clause 3.1.3 supra, is a stipulation for the sole benefit of DRD and may be waived by it, in whole or in part, upon written notification to the remaining PARTIES.

3.3 Should the aforesaid conditions precedent not be fulfilled or waived, as the case may be, within the time period/s stipulated or within such extended period as the PARTIES may in writing agree upon, then and in such event, save as provided to the contrary in clause 7.8 infra, the AGREEMENT shall ipso facto be and become null and void ab initio and the PARTIES shall revert to the status quo ante as at the SIGNATURE DATE, under reservation of their respective rights.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Assignment of the claim to the PURCHASE CONSIDERATION and Suretyship therefor

Notwithstanding anything to the contrary in the MAIN AGREEMENT contained and with effect from the SIGNATURE DATE:-

4.1 WESTWITS does hereby cede, assign, transfer and make over unto and in favour of DRD all its right, title and interest in and to the PURCHASE CONSIDERATION under the MAIN AGREEMENT;

4.2 DRD does hereby accept the aforesaid cession and assignment;

4.3 MOGALE does hereby consent to the aforegoing; and

4.4 LUIPAARDS VLEI hereby interposes and binds itself as surety for and co-principal debtor in solidum with MOGALE in favour of DRD in respect of the PURCHASE CONSIDERATION, in the manner provided for in the AGREEMENT.

5. Warranties by the PARTIES

5.1 Warranties by MOGALE

MOGALE does hereby represent and warrant in favour of DRD and WESTWITS and upon the veracity whereof the AGREEMENT shall be founded, that:-

5.1.1 it shall use its reasonable endeavours to procure the timeous fulfilment of the conditions precedent, applicable to it, and shall upon written request therefor sign all reasonable and necessary documentation to give timeous effect to the terms of the AGREEMENT;

5.1.2 it has discharged the full purchase consideration under the LUIPAARDS VLEI AGREEMENT and the LUIPAARDS VLEI EQUITY accordingly vests in it, as the beneficial owner thereof;

5.1.3 in the event of it obtaining the THIRD PARTY FINANCE and being obliged to secure same with the THIRD PARTY FINANCE SECURITY, it will then take whatever steps may be necessary at its cost to procure the variation of the DRD GNBS so that same will

rank as second bonds after the THIRD PARTY FINANCE SECURITY;

5.1.4 in no way derogating from the generality of the aforegoing, it will procure that the DRD GNBS are prepared and lodged by the ATTORNEYS for registration as soon as possible after the SIGNATURE DATE and it will effect payment of all costs directly and/or indirectly attributable to the registration of the MOGALE GNB, upon request;

5.1.5 it will use its best endeavours in the ordinary, normal and regular course of its day-to-day operations and to the extent within its control, to reduce the WESTWITS PLANT ENTERPRISE REHABILITATION OBLIGATION and the OPEN CAST PIT REHABILITATION OBLIGATION, it being acknowledged that a reduction of the latter, will in turn reduce the PURCHASE CONSIDERATION as hereinafter provided. To this end, subject to compliance with regulatory approval to do so, it shall deposit all the by-products of the WESTWITS PLANT ENTERPRISE into the OPEN CAST PIT.

5.1.6 it will use its reasonable endeavours to procure the release by the DME of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE in whole or in part, as the case may be, within 4 (four) years from the CLOSING DATE failing which as soon as possible thereafter and to this end it will:-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5.1.6.1 make adequate provision, by setting aside in an appropriate interest bearing trust account (upon terms and conditions to be agreed upon between the PARTIES) a sum of at least R55 000,00 (fifty five thousand rand) per month (the interest to accrue for the same purposes) earmarked for the sole purpose of procuring the release by the DME of the aforesaid guarantee, in whole or in part, as the case may be;

5.1.6.2 when called upon in writing by DRD to do so, establish a bank or other institutional guarantee in favour of the DME in respect of the WESTWITS PLANT ENTERPRISE REHABILITATION OBLIGATION for the amount standing to the credit at that time of the trust account referred to in clause 5.1.6.1 supra, to thereby procure the release of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE in whole or in part, as the case may be.

5.2 Warranties by DRD and WESTWITS

DRD and WESTWITS do hereby, jointly and severally, represent and warrant in favour of MOGALE and LUIPAARDS VLEI and upon the veracity whereof the AGREEMENT shall be founded, that: -

5.2.1 they will use their reasonable endeavours to procure the timeous fulfilment of the conditions precedent and shall upon written request therefor sign all reasonable and necessary documentation to give timeous effect to the terms of the AGREEMENT. In this regard it is recorded that MOGALE and LUIPAARDS VLEI shall bear the obligation to procure compliance with whatever requirements the DME may impose for the issue of the MINING AUTHORISATIONS save for that referred to in clause 3.1.1 supra.

5.2.2 they shall take whatever steps are necessary to procure transfer of the WESTWITS PROPERTY to MOGALE as soon as possible after the PAYMENT DATE and shall sign all documentation necessary therefor, upon written request and on the basis that the costs of transfer shall be for the account of MOGALE and pending the PAYMENT DATE, the title deeds therefor shall be lodged by WESTWITS in trust with the attorneys to DRD, namely Mendelow Jacobs of Johannesburg, who shall attend to the transfer thereof to MOGALE in due course;

5.2.3 they will prior to the CLOSING DATE use their best endeavours to procure the written consent of Alpha (Proprietary) Limited to the cession by DRD of all its rights and the delegation of all its obligations under the rock dump agreement referred to in clause 12.1 of the MAIN AGREEMENT, to MOGALE;

5.2.4 they will as soon as possible after the SIGNATURE DATE and at their cost, procure the cancellation of those securities held by JP MORGAN and in this regard they further warrant that they have

received the appropriate written consent from JP MORGAN to facilitate such cancellation;

5.2.5 the WEST WITS PLANT and the WESTWITS PLANT ENTERPRISE shall be unencumbered and WESTWITS shall be entitled to deal therewith and pass ownership thereof to MOGALE 1 (one) day preceding the CLOSING DATE in terms of the AGREEMENT, to the exclusion of the WESTWITS PROPERTY, ownership whereof will only pass after the PAYMENT DATE. In no way derogating from the aforegoing, to the extent that any securities presently exist over the WEST WITS PLANT and/or the WESTWITS PLANT ENTERPRISE, such securities shall be cancelled whether presently in favour of JP MORGAN or otherwise, prior to the CLOSING DATE when proof thereof shall be furnished to MOGALE.

5.3 Warranties by LUIPAARDS VLEI

LUIPAARDS VLEI does hereby represent and warrant in favour of DRD and WESTWITS and upon the veracity whereof the AGREEMENT shall be founded, that:-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5.3.1 it shall use its reasonable endeavours to procure the timeous fulfilment of the conditions precedent, applicable to it, and shall upon written request therefor sign all reasonable and necessary documentation to give timeous effect to the terms of the AGREEMENT and in no way derogating from the generality of the

aforegoing, it will effect payment of all costs directly and/or indirectly attributable to the registration of the LUIPAARDS VLEI GNB, upon request;

5.3.2 in the event of the THIRD PARTY FINANCE being obtained and it being necessary to secure the same with the THIRD PARTY FINANCE SECURITY, it will take whatever steps may be necessary at its cost to procure the variation of the LUIPAARDS VLEI GNB so that same will rank second to the THIRD PARTY FINANCE SECURITY should this be required, and will sign all documentation necessary for and/or incidental thereto.

6. DRD GNBS

6.1 It is recorded that to facilitate the registration of the DRD GNBS, the POWERS OF ATTORNEY shall be executed by LUIPAARDS VLEI and MOGALE contemporaneously with the AGREEMENT and shall thereafter be lodged with the ATTORNEYS on the basis set forth in clause 5.1.4 supra, whereafter they shall be released to be acted upon to procure registration of the DRD GNBS.

6.2 LUIPAARDS VLEI and MOGALE shall effect payment of the costs of the ATTORNEYS of and in connection with the registration of the DRD GNBS.

7. MAIN AGREEMENT

The parties to the MAIN AGREEMENT, namely DRD, WESTWITS and MOGALE do hereby, with effect from the EFFECTIVE DATE agree to the amendment thereof in the

respects set forth hereafter and to the extent that any conflict may arise between the MAIN AGREEMENT and the AGREEMENT, then and in such event the latter shall constitute the overriding document, to wit:-

7.1 Ad clause 5 of the MAIN AGREEMENT PURCHASE CONSIDERATION

7.1.1 The parties thereto acknowledge that the PURCHASE CONSIDERATION is representative of the amount presently due and owing by MOGALE to WESTWITS and to be ceded and assigned to DRD as provided in clause 4 supra.

7.1.2 Notwithstanding anything to the contrary expressly or impliedly contained in the AGREEMENT and/or the MAIN AGREEMENT the PURCHASE CONSIDERATION shall be discharged in toto within 4 (four) years after the CLOSING DATE.

7.1.3 The PARTIES acknowledge that:-

7.1.3.1 the OPEN CAST PIT REHABILITATION OBLIGATION exposes DRD to carry out rehabilitation work which it is estimated will cost R34 000 000,00 (thirty-four million rand). It is the intention of the PARTIES that MOGALE shall reduce DRDs exposure thereunder by depositing by-products of the WESTWITS PLANT ENTERPRISE into the OPEN CAST PIT thereby filling same. The balance due and owing by MOGALE to DRD in respect of the PURCHASE CONSIDERATION shall be reduced by R0,42 (forty two cents) per ton of by

product so deposited by MOGALE into the OPEN CAST PIT within the four year period referred to in clause 7.1.2 supra;

7.1.3.2 Subject to 7.1.2, MOGALE shall be entitled but not obliged to effect payment(s) to DRD in reduction or discharge of the PURCHASE CONSIDERATION in such tranches and at such times as MOGALE in its sole and absolute discretion deems fit.

7.1.5 At the end of the period of 4 (four) years afore-referred to, interest at PRIME on the balance of the PURCHASE CONSIDERATION outstanding from time to time shall be calculated retrospectively for the period from the CLOSING DATE to the date of repayment on the basis set out in clause 7.1.6 infra, and such capital and interest shall be payable by MOGALE to DRD at the end of the aforesaid four year period.

7.1.6 For the purpose of calculating such interest

7.1.6.1 any interim payments by MOGALE to DRD as provided in clause 7.1.3.2 supra, shall be taken into account and hence interest shall be calculated to the date of such payment and thereafter on the reduced amount, as the case may be; and

7.1.6.2 the amounts by which MOGALE has reduced the PURCHASE CONSIDERATION pursuant to clause 7.1.3.1 supra shall be deemed to have been paid on the CLOSING DATE.

7.1.7 With regard to the tonnage of by-product deposited by MOGALE into the OPEN CAST PIT, the PARTIES agree:

7.1.7.1 upon the appointment as an independent expert of MR MELT MARAIS, presently the environmental manager at Mine Waste Solutions (Pty) Limited, and failing him for any reason, another environmental expert agreed to by the PARTIES, and failing agreement, appointed by SRK Consulting (Pty) Limited or its successor in title, to monitor such tonnage on an ongoing basis in such manner and at such intervals as the said expert in his sole and absolute discretion deems fit, and to issue certificates from time to time as he deems appropriate reflecting the cumulative total of such tonnage as at date thereof, which certificates shall be prima facie proof thereof. In so doing the appointee shall act as expert and not as arbitrator and his decision shall be final and binding on the PARTIES but subject to review by arbitration in accordance with clause 12 infra in the event of gross irregularity in the exercise by him of his discretion;

7.1.7.2 that they shall cooperate fully with the said appointee in carrying out his function, which shall include the keeping and furnishing to him of all information and documentation as he may reasonably require to this end;

7.1.7.3 all costs payable to the appointee in respect of the routine ongoing monitoring envisaged as aforesaid shall be borne and paid by MOGALE, and costs payable to the appointee in respect of any work in addition thereto, shall be borne and paid by the PARTY which commissions the same, unless the appointee, in his discretion and on good cause, determines that any other PARTY shall be liable therefor.

7.1.8 Nothing contained in the AGREEMENT shall restrict the rights of DRD to lawfully utilise the OPEN CAST PIT in any way, for example by depositing material therein or permitting others to do so, provided that it shall be obliged to obtain MOGALEs prior written consent thereto, which shall not be unreasonably withheld, and provided further that MOGALE shall be entitled to monitor all such operations.

7.1.9.1 MOGALE agrees and undertakes to furnish DRD with its quarterly management accounts, within a period of 15

(fifteen) days after the end of each quarter commencing on the first day of the month following on the CLOSING DATE, and furthermore to furnish DRD with its annual audited financial statements, within a period of 90 (ninety) days after each financial year end commencing on the 29 February 2004. Should DRD reasonably request MOGALE to furnish at lesser intervals financial information or other reports pertaining to it and/or to the extended WESTWITS PLANT ENTERPRISE and accordingly to its business and other operations, MOGALE shall comply therewith within a reasonable time thereafter;

7.1.9.2 DRD shall solely in relation to its interest in the balance of the PURCHASE CONSIDERATION and any securities therefor, be entitled to have its representatives inspect the operations of MOGALE from time to time and its representatives shall be entitled solely for such limited purposes to attend all directors and/or management meetings of MOGALE.

7.1.10 To the extent that the remaining provisions of clause 7 of the MAIN AGREEMENT conflict herewith, same shall be deemed deleted.

7.2 Ad clause 6 of the MAIN AGREEMENT - Permits

7.2.1 Ad clause 6.1

It is recorded that the MINING AUTHORISATIONS, are still outstanding and that the grant thereof constitutes a condition precedent to the AGREEMENT.

7.2.2 Ad clause 6.2.1

This shall be deemed deleted and substituted with the following:-

WESTWITS, without abandoning its surface right permit (bearing number 1 on Annexe 2 to the MAIN AGREEMENT) hereby consents with effect from the EFFECTIVE DATE to the use by MOGALE of such permit pending the CLOSING DATE, and with effect from the CLOSING DATE it irrevocably consents to the use by MOGALE of such permit in perpetuity and agrees and undertakes to sign all relevant documentation which may be required in connection therewith, upon written request therefor..

7.2.3 Ad clause 6.2.3

This shall be deemed deleted and substituted with the following:-

WESTWITS, without abandoning its surface right permits (numbered 3 and 6 on Annexe 2 to the MAIN AGREEMENT) hereby consents with effect from the EFFECTIVE DATE to the use

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by MOGALE of such permits pending the CLOSING DATE, and with effect from the CLOSING DATE it irrevocably consents to the use by MOGALE of such permits in perpetuity and agrees and undertakes to sign all relevant documentation which may be required in connection therewith, upon written request therefor..

7.2.4 Ad new clause 6.3

This new clause shall be deemed to be incorporated:

MOGALE does hereby indemnify, hold harmless and absolve WESTWITS in respect of all or any claims which may be made against WESTWITS, arising from the use by MOGALE of the permits referred to in clauses 6.2.1 and 6.2.3 supra.

7.3 Ad clause 7 of the MAIN AGREEMENT - INTERIM PERIOD

7.3.1 Notwithstanding anything to the contrary herein contained, the PARTIES acknowledge that an adjustment account shall be prepared by them in respect of their respective INTERIM PERIOD obligations arising out of the MAIN AGREEMENT as read with the AGREEMENT and that payment thereunder will be effected by the PARTY in debit to the PARTY in credit within a period of 30 (thirty) days after the EFFECTIVE DATE. To the extent that any dispute may arise in connection therewith, then and in such event the provisions of clause 12 infra shall become operative.

7.3.2 Ad clause 7.8 of the MAIN AGREEMENT

This shall be deemed deleted and substituted with the following :

MOGALE shall as soon as possible after the SIGNATURE DATE apply to all appropriate authorities (to the extent that same are not incorporated in the MINING AUTHORISATIONS) for the issue to it of the necessary regulatory permissions to deposit by-products of the WESTWITS PLANT ENTERPRISE into the OPEN CAST PIT, including but not limited to cyanided slime, coarse fraction sand and the like, and MOGALE shall use its best endeavours to obtain such regulatory approvals, and to this end MOGALE shall comply to the fullest extent within its reasonable control with all prerequisites laid down for the issue of such regulatory permissions, and thereupon MOGALE shall diligently and timeously fulfil and comply with all requirements and obligations laid down by or otherwise pertaining to such authorities.

7.3.3 Ad new clause 7.9 of the MAIN AGREEMENT

By the addition of a new clause 7.9 to read as follows:-

MOGALE acknowledges and accepts that slime and cyanide may only be deposited onto the Randfontein complex in accordance with the agreement in this regard between WESTWITS and Harmony Gold Mining Company Limited, with which MOGALE acknowledges itself to be acquainted. The PARTIES will, prior to the CLOSING DATE, use their best endeavours to procure the

written consent of Harmony Gold Mining Company Limited to the cession by WESTWITS of its rights and the delegation all of its obligations under the aforesaid agreement to MOGALE.

7.3.4 Ad new clause 7.10 of the MAIN AGREEMENT

MOGALE shall be entitled to extract water from number 9 shaft WESTWITS, subject to all necessary regulatory permissions being obtained..

7.4 Ad clause 9 of the MAIN AGREEMENT - Delivery

Notwithstanding anything to the contrary, the provisions of clauses 9.2 and 9.3 shall with effect from the EFFECTIVE DATE and subject to the fulfilment of the conditions precedent in clause 3.1 supra, be deemed deleted in their entirety, and ownership of the:-

7.4.1 WESTWITS PLANT ENTERPRISE shall be deemed to have passed from WESTWITS to MOGALE on the day preceding the CLOSING DATE; and

7.4.2 WESTWITS PROPERTY shall pass from WESTWITS to MOGALE on registration of transfer thereof in the applicable Deeds Registry and which shall take place as soon as possible after the PAYMENT DATE.

7.5 Ad clause 10 of the MAIN AGREEMENT - Voetstoots

By the insertion at the commencement of the second paragraph before the words BT (now MOGALE) further of the following save for the warranties contained in the MAIN AGREEMENT and the AGREEMENT to the contrary,.

7.6 Ad clause 12.3 of the MAIN AGREEMENT

By the addition at the end thereof, of the following:-

Furthermore, Manganese Metal Company enjoys the right to use a certain disposal area (with which MOGALE declares itself to be acquainted) on mining licence 9/2000, and until such time as it has permanently ceased using such rights, MOGALE may not in any way remove or deal with any of the surface materials deposited by Manganese Metal Company on the disposal area in question, MOGALE hereby acknowledging that it is familiar with the nature and terms and conditions of all rights enjoyed by Manganese Metal Company..

7.7 Ad clause 13 of the MAIN AGREEMENT - Employees

The whole of this clause 13 shall be deemed deleted and substituted with the following:

13.1 The parties agree that with effect from the EFFECTIVE DATE (which shall be deemed to be the date of transfer as envisaged in Section 197(1)(b) of the Labour Relations Act, 66 of 1995 (as amended) LRA, Section 197(2) of LRA shall be applicable to all the employees

employed at the WESTWITS PLANT ENTERPRISE as listed in Annexe l hereto (the transferred employees) and that accordingly the employment of each transferred employee will continue in force with MOGALE as the new employer in terms of the LRA. Accordingly and given the absence of agreement to the contrary as contemplated by Sections 197(2) and 197(6) of LRA

13.1.1 MOGALE shall be automatically substituted in the place of WESTWITS in respect of all contracts of employment in existence immediately before the EFFECTIVE DATE.;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 13.1.2 all the rights and obligations between WESTWITS and the transferred employees shall continue in force as if they had been rights and obligations between MOGALE and such employees;

13.1.3 anything done before the EFFECTIVE DATE by or in relation to WESTWITS, including the dismissal of an employee or the commission of an unfair labour practice or act of unfair discrimination, shall be considered to have been done by or in relation to MOGALE;

13.1.4 the transfer shall not interrupt any transferred employees continuity of employment, and all such employees contracts of employment shall continue with MOGALE as if with WESTWITS.

13.2 MOGALE shall comply with Section 197(2) of LRA in that it shall employ all transferred employees on terms and conditions that are on the whole not less favourable to the transferred employees than those on which they were employed by WESTWITS, and MOGALE shall be bound by all awards and collective agreements (if any) referred to in Section 197(5)(b) of LRA.

13.3 It is recorded that the PARTIES have reached agreement on the values to be attributed as at the 31st May 2003 to leave pay, severance pay and other payments that will have accrued but will not have been paid to the transferred employees in terms of Clause 197(7)(a) of LRA, and in the case of sub-section (ii) thereof, severance pay that would have been payable to the transferred employees in the event of dismissal on that date by reason of the employers operational requirements. Particulars of the employees and of the aforegoing valuations attributed to each one, are set out in Annexe l hereto. As the EFFECTIVE DATE will not coincide with the 31st May 2003, the PARTIES shall procure that the appropriate adjustments to all the aforegoing, calculated on the basis consistent with that in which Annexe l was prepared, will be prepared as at the EFFECTIVE DATE and substituted as Annexe l hereto, the variation being merely to take account of the additional period between 31 May 2003 and the EFFECTIVE DATE. Such variation shall be incorporated as an integral part of the adjustment account to be prepared by the PARTIES as provided in clause 7.3 supra.

13.4 MOGALE shall be solely liable for payment to the transferred employees of all amounts referred to in Section 197(7)(a). However, it is recorded that there is a fund under the control of WESTWITS which provides for leave pay and holiday leave allowances accrued to the transferred employees, and which will continue to be contributed to up to the EFFECTIVE DATE on the same basis as hitherto. As and when such leave pay and benefits become payable to a transferred employee, WESTWITS shall pay over to MOGALE from such fund the amount which accrued to such employee in the period prior to the EFFECTIVE DATE.

13.5 MOGALE shall not by reason of its operational requirements dismiss any of the transferred employees not take any formal steps thertowards, unless and until it has provided proof to DRDs reasonable satisfaction that it has made adequate provision, by setting aside in a dedicated fund, a sufficient amount for payment to all such employees as it intends to dismiss, of the amount lawfully payable to such employees in respect of severance pay.

13.6 Should

13.6.1 any dispute arise in regard to any of the matters referred to in this clause 13, then and in such event same shall in the first instance be referred to a labour expert nominated by the disputants for mediation and failing agreement shall be subject to arbitration in accordance with the provisions of clause 12 of the AGREEMENT and the

arbitration award shall be deemed to be an agreement in terms of Section 197(7) of lra, and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 13.6.2 any claim be made by any of the transferred employees against WESTWITS in terms of the aforesaid section of lrs and should drd exercise the discretion which is hereby granted to it to do so, and effect payment of such employees claims, then and in such event to the extent that such claims are sustainable in law and relate to amounts payable after the EFFECTIVE DATE, MOGALE does hereby indemnify, hold harmless and absolve drd and WESTWITS therefor. The drd gnbs shall in the additional amounts therein referred to, incorporate security for any such claims.

7.8 Ad clause 14 of the MAIN AGREEMENT Resolutive Conditions

Notwithstanding anything to the contrary, the provisions hereof shall with effect from the EFFECTIVE DATE, be deemed deleted. Provided, however, that if any suspensive condition in the AGREEMENT, other than that in clause 3.1.1 supra, is not fulfilled then and in that event

7.8.1 the provisions hereof shall with effect from the SIGNATURE DATE be deemed deleted, and this clause 7.8 shall survive, notwithstanding that the remainder of the AGREEMENT shall become null and void and that the PARTIES shall revert to the status quo ante as provided in clause 3.3 supra; and

7.8.2 for avoidance of doubt, the effect hereof will be that notwithstanding that the PARTIES shall revert to the status quo ante as at the SIGNATURE DATE, the resolutive conditions in the MAIN AGREEMENT shall be deemed to have been deleted therefrom ab initio and the parties to the MAIN AGREEMENT shall be deemed hereby to have re-contracted as at the SIGNATURE DATE of the MAIN AGREEMENT upon the same terms and conditions as contained in the MAIN AGREEMENT, save that clause 14 thereof shall be deemed pro non scripto and subject to a reservation of the rights of all PARTIES in relation to all that has transpired pursuant thereto.

7.9 Ad clause 15.2 of the MAIN AGREEMENT - Rehabilitation

By the deletion therein of the period within 12 months and the substitution therefor of by the 31 December 2005 and by the insertion of the following at the end of the relevant clause:-

It will as soon as possible after the CLOSING DATE provide DRD with detailed accounting and rehabilitation plans for the approval of DRD and WESTWITS prior to the commencement of operations on any WEST WITS SURFACE MATERIALS (that is excluding the NORTH SAND DUMP) and which approval shall not be unreasonably withheld. It shall furthermore make adequate provision, by setting aside in an appropriate trust fund a suitable sum per month, to be determined by the expert referred to in clause 7.1.7 infra (all the provisions of which shall apply hereto mutatis mutandis), solely dedicated to the purpose of furnishing a Guarantee to the DME or to DRD in respect of

the obligation on the part of MOGALE to rehabilitate the surface area under the identified surface materials, as referred to in clause 15.2 of the MAIN AGREEMENT. To obviate any misunderstanding, it is recorded that the aforegoing provisions shall be applicable only to the mining of new dumps situate on the WESTWITS PROPERTY. However, should the DME require rehabilitation plans or revised plans to be submitted to it in respect of the NORTH SAND DUMP and/or the WESTWITS PLANT ENTERPRISE, the provisions of this clause 15.2 shall apply mutatis mutandis.

7.10 Ad clause 16 of the MAIN AGREEMENT - Security

Notwithstanding anything to the contrary, the provisions hereof shall with effect from the EFFECTIVE DATE, be deemed deleted.

7.11 Ad clause 17 of the MAIN AGREEMENT - Warranty

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The provisions hereof shall be read in conjunction with the conditions precedent in clause 3 supra.

8. Interim Management

8.1 It is recorded that:-

8.1.1 pending the arrival of the EFFECTIVE DATE, operations on the NORTH SAND DUMP have been suspended;

8.1.2 immediately subsequent to the arrival of the EFFECTIVE DATE and the grant of such MINING AUTHORISATIONS as may be necessary, MOGALE shall be entitled but not obliged to re-commence operations on the aforesaid dump and continue to operate same in the most effective and efficient manner until such time as the CLOSING DATE arrives. During this interim period, the mining operations shall, if resuscitated, be conducted for the benefit, loss or profit of MOGALE.

8.2 The PARTIES record that there are no monies due and payable by MOGALE to DRD or WESTWITS in relation to any interim management services which may have been directly or indirectly rendered by DRD or WESTWITS in relation to the WESTWITS PLANT ENTERPRISE.

9. CLOSING DATE

On the CLOSING DATE the duly authorised representatives of each of the PARTIES shall meet at a pre-determined time and venue and at which the following shall take place:-

9.1 copies of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE and all correspondence in connection therewith shall be handed by DRD to MOGALE;

9.2 details of the OPEN CAST PIT REHABILITATION OBLIGATION shall be furnished by DRD to MOGALE;

9.3 the MINING AUTHORISATIONS shall be handed by DRD to MOGALE with copies to the remaining PARTIES;

9.4 proof of the cancellation of the securities in favour of BoE Merchant Bank and JP MORGAN shall be handed by DRD to MOGALE;

9.5 to the extent that the adjustment account/s may have been prepared and agreed upon, payment thereunder shall be made by the PARTY in debit to the PARTY in credit;

9.6 ownership of the WESTWITS PLANT and the WESTWITS PLANT ENTERPRISE shall unconditionally pass to MOGALE;

9.7 proof of the lodgment in trust of the title deed/s in respect of the WESTWITS PROPERTY with attorneys Mendelow Jacobs of Johannesburg, shall be handed to MOGALE; and

9.8 proof of registration of the DRD GNBS shall be handed to DRD.

10. Rights of First Refusal

Notwithstanding anything to the contrary in the MAIN AGREEMENT or the AGREEMENT contained, and subject to the arrival of the CLOSING DATE and the implementation of the provisions of clause 9 supra,:-

10.1 DRD does hereby give and grant to MOGALE the right of first refusal to acquire the WESTWITS ASSETS or the WESTWITS EQUITY upon the same terms and conditions as will be contained in any bona fide arms length offer received by DRD and which is acceptable to it;

10.2 the right of first refusal shall be open for acceptance for a period of 30 (thirty) days after the receipt by MOGALE of a copy of the offer and during which period it shall be irrevocable;

10.3 if MOGALE exercises its right/s, then it shall be deemed to have acquired the subject matter of the offer on the OPTION DATE and the terms and conditions of the offer shall apply mutatis mutandis to MOGALEs acceptance thereof;

10.4 the aforesaid right of first refusal shall be valid and enforceable until the PAYMENT DATE or the expiration of 4 (four) years from the CLOSING DATE, whichever shall be the later save that should DRD as part of a bona fide restructuring of its group cause the WESTWITS ASSETS or the WESTWITS EQUITY to be disposed of to any member of such group to be retained within the group, then and in such event the aforesaid right shall ipso facto be and become null and void and of no further force or effect.

11. Default

Notwithstanding anything to the contrary in the MAIN AGREEMENT or the AGREEMENT contained, should any one of the undermentioned events of default occur at any time and should LUIPAARDS VLEI and/or MOGALE fail, refuse and/or

neglect to remedy the same (where the default is capable of being remedied), within a period of 14 (fourteen) days after receiving written notice from DRD or WESTWITS to remedy same, then and in such event the PURCHASE CONSIDERATION shall forthwith become due and payable without further notice, to wit:-

11.1 LUIPAARDS VLEI or MOGALE takes steps to place itself, or is placed, in liquidation, whether voluntary or compulsory, or under judicial management, in either case whether provisionally or finally;

11.2 LUIPAARDS VLEI or MOGALE commits an act of insolvency, as set out in the Insolvency Act, No 24 of 1936, as amended;

11.3 LUIPAARDS VLEI or MOGALE fails to satisfy a judgment against it within 10 (ten) days after it becomes aware of the judgment, except that if LUIPAARDS VLEI or MOGALE provides evidence on an ongoing basis to the reasonable satisfaction of DRD that steps have been initiated within the 10 (ten) days to appeal against the judgment or to have it reviewed or rescinded and to procure suspension of execution and that such steps are being expeditiously pursued, the period of 10 (ten) days shall run from the date the judgment becomes final or the attempt to procure suspension of execution fails;

11.4 LUIPAARDS VLEI or MOGALE makes or attempts to make a compromise with some or all of its creditors other than in the ordinary course of business without the prior written consent of DRD which shall not be unreasonably withheld;

11.5 in no way derogating from 11.1 to 11.4 supra, if LUIPAARDS VLEI or MOGALE breaches any of its obligations under the AGREEMENT.

12. Adjudication of Disputes

12.1.1 the interpretation of;

12.1.2 the effect of;

12.1.3 the PARTIES respective rights or obligations under;

12.1.4 a breach of;

12.1.5 the termination of;

12.1.6 any matter arising out of the termination of;

the MAIN AGREEMENT and/or the AGREEMENT, that dispute shall be decided by arbitration in the manner set out in this clause 12.

12.2 The arbitrator shall be appointed by the PARTIES, and failing agreement, shall be nominated by the Arbitration Foundation of Southern Africa (AFSA) out of the nominees of the parties hereto. Should AFSA not be in existence at the time, the nomination shall be made by the Chairman for the time being of the Johannesburg Bar Council.

12.3 The arbitration shall be held at Sandton, Gauteng, and in camera on the basis that such proceedings will be strictly private and confidential.

12.4 The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA shall not be in existence, in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usual formalities or procedures or the strict rules of evidence, and otherwise subject as aforesaid to the Arbitration Act, 1965, of the Republic of South Africa and any statutory modification or re-enactment thereof.

12.5 The arbitrator shall be entitled to:-

12.5.1 investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with any matter referred to him for decision;

12.5.2 decide the matters submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of the MAIN AGREEMENT and/or the AGREEMENT; and

12.5.3 make such award, including an award for specific performance, an interdict, damages or a penalty or the costs of arbitration or otherwise, as he in his discretion may deem fit and appropriate.

12.6 The arbitration shall be held as expeditiously as possible after it is demanded with a view to it being completed within 30 (thirty) days after it has been so demanded.

12.7 This clause is severable from the remainder of the AGREEMENT and shall therefore remain in effect even if the AGREEMENT is terminated.

12.8 The law governing the AGREEMENT shall be South African law and the Court having jurisdiction to enforce any award made under this clause shall be the Witwatersrand Local Division of the High Court of the Republic of South Africa and all appeal courts therefrom.

13.1 The PARTIES undertake to do all such things, perform all such acts and take all steps to procure the doing of all such things and the performance of all such acts, as may be necessary or incidental to give or conducive to the giving of effect to the terms, conditions and import of the AGREEMENT.

13.2 The PARTIES shall at all times during the continuance of the AGREEMENT observe the principles of good faith towards one another in the performance of their obligations in terms of the AGREEMENT. This implies, without limiting the generality of the aforegoing, that:-

13.2.1 they will at all times during the term of the AGREEMENT act reasonably, honestly and in good faith;

13.2.2 they will perform their obligations arising from the AGREEMENT diligently and with reasonable care; and

13.2.3 they will make full disclosure to each other of any matter that may affect the execution of the AGREEMENT or its implementation from time to time.

14. Clause Headings

The clause headings to the AGREEMENT are for reference purposes only and do not bear upon the interpretation of the AGREEMENT. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any PARTY, notwithstanding that it is only in the definition, effect shall be given to it as if it were a substantive provision in the body of the AGREEMENT.

15. Domicilia

15.1 The PARTIES hereby choose domicilia citandi et executandi for all purposes under the AGREEMENT at the addresses set opposite their respective names hereunder:-

15.1.1 DRD - DRD Building, 45 Empire Road, Parktown, Johannesburg 2193 - telefax number (011) 482 1022;

15.1.2 WESTWITS - DRD Building, 45 Empire Road, Parktown, Johannesburg 2193 - telefax number (011) 482 1022;

15.1.3 MOGALE - c/o South African Export Development Fund, 70 7th Avenue, Parktown North, Johannesburg 2196 (marked for the

attention of Mr V F von Ketelhodt) telefax number (011) 214-2714; and

15.1.4 LUIPAARDS VLEI - c/o South African Export Development Fund, 70 7th Avenue, Parktown North, Johannesburg 2196 (marked for the attention of Mr V F von Ketelhodt) telefax number (011) 214-2714.

15.2 Any notice to any PARTY shall be addressed to such PARTY at its/their domicilium aforesaid and either sent by telefax or delivered by hand. In the case of any notice

15.2.1 sent by telefax, it shall be deemed to have been received, unless the contrary is proved, on the date of the successful transmission thereof if a business day, otherwise the next following business day;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15.2.2 delivered by hand, it shall be deemed to have been received, unless the contrary is proved on the date of delivery, provided such date is a business day or otherwise on the next following business day.

15.3 Any PARTY shall be entitled, by notice to the other, to change its/their domicilium to another address in the Republic of South Africa, provided that the changes shall only become effective 14 (fourteen) days after service of the notice in question.

15.4 Notwithstanding anything to the contrary hereinbefore contained, a written notice or communication actually received by one of the PARTIES from the other, including by way of telefax transmission, shall be adequate written notice or communication to such PARTY.

16. Costs

16.1 Save as hereafter, each of the PARTIES shall effect payment of its own legal costs of and in connection with the preparation and execution of the AGREEMENT.

16.2 The costs of and incidental to the preparation, execution and registration by the ATTORNEYS of the notarial bonds, shall be borne and paid by MOGALE.

16.3 The costs of and incidental to the registration of the WESTWITS PROPERTY into the name of MOGALE, shall be borne and paid by the latter, it being recorded that the sale of the said property constitutes an integral part of the disposition of the WESTWITS PLANT ENTERPRISE as a going concern and accordingly the provisions of clause 11 of the MAIN AGREEMENT are applicable thereto.

17. Severability of Contract

In the event of any provisions of the AGREEMENT being invalid, such provision/s shall be regarded as severable from the remainder of the AGREEMENT which shall remain of full force and effect.

18. Whole Agreement

The AGREEMENT, as read with the MAIN AGREEMENT, constitutes the entire contract between the PARTIES and no amendment or consensual cancellation of the AGREEMENT or any provision or term thereof, and no extension of time, waiver, relaxation or suspension of any of the provisions or terms of the AGREEMENT, shall be of legal efficacy save insofar as the same is reduced to writing and signed by the PARTIES.

Thus done and signed by DRD at Johannesburg on this the 6th day of June 2003, in the presence of the undersigned witnesses.

As witnesses:- For: Durban Roodepoort Deep, Limited

/s/ Mr Ronald Mendelow 1. /s/ Mr Jacob Hendrik Dissel

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Thus done and signed by WESTWITS at Johannesburg on this the 6th day of June 2003, in the presence of the undersigned witnesses.

As witnesses:- For: West Witwatersrand Gold Mines Limited

/s/ Mr Ronald Mendelow 1. /s/ Mr Ian Louis Murray

Thus done and signed by MOGALE at Johannesburg on this the 6th day of June 2003, in the presence of the undersigned witnesses.

As witnesses:- For: Mogale Gold (Proprietary) Limited

/s/ Mr Ivan S Levy 1. /s/ Vredeber Freiherr von Ketelhodt

Thus done and signed by LUIPAARDS VLEI at Johannesburg on this the 6th day of June 2003, in the presence of the undersigned witnesses.

As witnesses:- For: Luipaards Vlei Estates Limited

/s/ Mr Ivan S Levy 1. /s/ Vredeber Freiherr von Ketelhodt

2. - director -

Annexe A

Extract from the minutes of a meeting of the board of directors of Durban Roodepoort Deep, Limited, held at Johannesburg, on the 6th day of June 2003

Resolved that:-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1. The company enters into an agreement with West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited, and Luipaards Vlei Estates (Proprietary) Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.

2. Mr Jacob Hendrik Dissel in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.

Certified True Extracts

Mr Ian Louis Murray

Chairman of the Meeting

Annexe B

Extract from the minutes of a meeting of the board of directors of West Witwatersrand Gold Mines Limited, held at Johannesburg, on the 6th day of June 2003

Resolved that:-

1. The company enters into an agreement with Durban Roodepoort Deep, Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.

2. Mr Ian Louis Murray in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.

Certified True Extracts

Mr Jacob Hendrik Dissel

Chairman of the Meeting

Annexe C

Extract from the minutes of a meeting of the board of directors of Mogale Gold (Proprietary) Limited, held at Johannesburg, on the 6th day of June 2003

Resolved that:-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1. The company enters into an agreement with Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Luipaards Vlei Estates (Proprietary) Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.

2. Vredeber Freiherr von Ketelhodt, in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.

Certified True Extracts

Chairman of the Meeting

Annexe D

Extract from the minutes of a meeting of the board of directors of Luipaards Vlei Estates (Proprietary) Limited, held at Johannesburg, on the 6th day of June 2003

Resolved that:-

1. The company enters into an agreement with Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Mogale Gold (Proprietary) Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.

2. Vredeber Freiherr von Ketelhodt, in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.

Certified True Extracts

Chairman of the Meeting

Annexe E

Specimen of POWER OF ATTORNEY in relation to LUIPAARDS VLEI GNB

(vide clause 1.1.28.1 supra)

Annexe E(1)

Specimen of LUIPAARDS VLEI GNB

Annexe F

Copy of MAIN AGREEMENT

(vide clause 1.1.18 supra)

Annexe G(1)

Specimen of MOGALE GNB

(vide clause 1.1.21 supra)

Annexe I

Schedule of Particulars of employees and valuations

(vide clause 7.7 supra)

SUBSIDIARY NAME JURISDICTION OF INCORPORATION Blyvooruitzicht Gold Mining Company Ltd South Africa Buffelsfontein Gold Mines Ltd South Africa West Witwatersrand Gold Mines Ltd South Africa Crown Consolidated Gold Recoveries Ltd South Africa Dome Resources (Pty) Ltd Australia DRD (Isle of Man) Limited Isle of Man Tolukuma Gold Mines Ltd Papua New Guinea Orogen Minerals (Porgera) Limited Papua New Guinea

CERTIFICATIONS

I, Mark M. Wellesley-Wood, certify that:

1. I have reviewed this annual report on Form 20-F of Durban Roodepoort Deep, Limited;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, over internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: December 30, 2003 /s/ M. M. Wellesley-Wood M. M. Wellesley-Wood Executive Chairman

CERTIFICATIONS

I, Ian Louis Murray, certify that:

1. I have reviewed this annual report on Form 20-F of Durban Roodepoort Deep, Limited;

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: December 30, 2003 /s/ Ian Louis Murray Ian Louis Murray Chief Executive Officer and Chief Financial Officer

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002

In connection with the Annual Report of Durban Roodepoort Deep, Limited (the Company) on Form 20-F for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Mark M. Wellesley-Wood, Executive Chairman of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the SarbanesOxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ M. M. Wellesley-Wood M. M. Wellesley-Wood Executive Chairman December 30, 2003

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002

In connection with the Annual Report of Durban Roodepoort Deep, Limited (the Company) on Form 20-F for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ian Louis Murray, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Ian Louis Murray Ian Louis Murray Chief Executive Officer and Chief Financial Officer December 30, 2003

Consent of Independent Auditors

We consent to the incorporation by reference in Amendment No. 4 to the Registration Statement, No. 333-102800, of Durban Roodepoort Deep, Limited on Form F-3 of our report dated December 29, 2003 with respect to the consolidated balance sheet of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2003 and the related consolidated statements of operations, stockholders's equity, cash flows and notes thereto for the year then ended, which report appears in the Annual Report on Form 20-F of Durban Roodepoort Deep, Limited for the year ended June 30, 2003. Our report refers to Durban Roodepoort Deep, Limited's adoption of SFAS 143 "Accounting for Asset Retirement Obligations" with effect from July 1, 2002.

/s/ KPMG Inc.

/s/ I. Kramer /s/ C.A.T. Smit I. Kramer C.A.T. Smit Director Director

KPMG, Inc.

Registered Accountants and Auditors

Chartered Accountants (5A)

Johannesburg, South Africa December 29, 2003

Consent of Independent Auditors

We consent to the incorporation by reference in Amendment No. 4 to the Registration Statement, No. 333-102800, of Durban Roodepoort Deep, Limited on Form F-3 of our report dated September 29, 2003 appearing in the Annual Report on Form 20-F of Durban Roodepoort Deep, Limited for the year ended June 30, 2003.

/s/ Deloitte & Touche

Deloitte & Touche Chartered Accountants (SA)

Johannesburg, South Africa December 29, 2003