Exhibit 99.1
DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE share code: DRD
ISIN: ZAE000058723
NYSE trading symbol: DRD
(“DRDGOLD”)
AMENDMENT TO THE SHARE SALE AND SUBSCRIPTION AGREEMENT ENTERED INTO BETWEEN
DRDGOLD AND KHUMO GOLD SPV (PROPRIETARY) LIMITED (“KHUMO”)
1. INTRODUCTION
DRDGOLD shareholders (“Shareholders”) are referred to the announcement published on the Stock
Exchange News Service on 18 March 2014 and the circular to Shareholders dated 6 May 2014
(“Circular”), wherein Shareholders were advised that a share sale and subscription agreement was
concluded between DRDGOLD and Khumo, a black economic empowerment (“BEE”) partner of
DRDGOLD, (collectively, the “Parties”), as amended (“Agreement”).
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the Circular.
In terms of the Agreement, Khumo acquired 35 000 000 new ordinary shares in DRDGOLD (“DRDGOLD
Shares”).
Ministerial consent was required to be procured from the Department of Mineral Resources (“DMR”) in
terms of the Agreement; in accordance with the provisions of the Mineral and Petroleum Resources
Development Act, 28 of 2002 (“MPRDA”). Ministerial consent was granted in or around February 2015 in
terms of which the Minister of Mineral Resources unequivocally confirmed that in respect of the group’s
existing mineral interests, the direct ownership stake acquired by Khumo would translate into an
effective 8.12% shareholding and 2.43% shareholding held by the DRDSA Empowerment Trust in
DRDGOLD respectively; in terms of the Agreement, would be recognised as a 26% beneficial interest in
the group, in compliance with the provisions of sections 2(d) and 2(f) of the MPRDA and may be
reported as such.
Pursuant to the Agreement, Khumo was restricted from disposing of or encumbering the DRDGOLD
Shares for a period of 3 years until 10 April 2018 (“Lock-in Period”).
Khumo sought approval from shareholders to enter into hedging arrangements for purposes of securing
the value of the DRDGOLD Shares subject to compliance with the Lock-in Period.
To enable Khumo to enter into a hedging arrangement, Khumo is required to enter into a securities
lending arrangement with a financial institution which would result in a technical breach of the Lock-in
Period terms. It was, however, always the Parties’ intention that Khumo would, during the Lock-in Period
be capable of concluding such an arrangement provided that such hedging arrangement does not
encroach upon the BEE status of the group’s existing mining and prospecting rights.
2. AMENDMENT OF THE AGREEMENT
In the interest of assisting Khumo to protect the financial and commercial gains realised through its
interest in the DRDGOLD Shares, pursuant to the objectives of BEE and transformation in South Africa,
it was agreed that the Agreement be amended.
In light of the above, DRDGOLD and Khumo procured the approvals necessary to ensure that the
proposed hedging transaction would not have any negative impact on the standing of the group’s