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20-F 1 drdgold202320-f.htm 20-F Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-28800
DRDGOLD LIMITED
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
REPUBLIC OF SOUTH AFRICA
(Jurisdiction of incorporation or organization)
Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House, Building 17, Ground Floor, Weltevreden Park, 1709, South Africa
 (Address of principal executive offices)
Riaan Davel, Chief Financial Officer, Tel. no.+27 11 470 2600, Email riaan.davel@drdgold.com
Mpho Mashatola, Group Financial Manager Tel. no. +27 11 470 2600, Email mpho.mashatola@drdgold.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class: Trading symbol Name of each exchange on which registered:
American Depositary Shares, each representing ten ordinary shares
DRD
New York Stock Exchange
Ordinary shares
New York Stock Exchange*
* Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.         864,588,711 ordinary shares of no par value outstanding as of June 30, 2023.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐No ☑
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☑
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☑ Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or
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 ☐ No ☐



TABLE OF CONTENTS
Page
PART I
5A.



TABLE OF CONTENTS
Page
PART II
PART III



Preparation of Financial Information

    We are a South African company and currently all our operations are located in South Africa. Accordingly, our books of account are maintained in South African Rand. Our financial statements included in our corporate filings are prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

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

    We present our financial information in rand, which is our presentation and reporting currency. All references to “dollars” or “$” herein are to United States Dollars and references to “rand” or “R” are to South African rands. Solely for your convenience, this Annual Report contains translations of certain rand amounts into dollars at specified rates. These rand amounts do not represent actual dollar amounts, nor could they necessarily have been converted into dollars at the rates indicated. Unless otherwise indicated, rand amounts have been translated into dollars at the rate of R18.83 per $1.00, the year end exchange rate on June 30, 2023.

    In this Annual Report, we present certain non-IFRS financial measures including "Adjusted EBITDA", "cash operating costs", “cash operating costs per kilogram”, "all-in sustaining costs", “all-in sustaining costs per kilogram”, "all-in costs", “all-in costs per kilogram”, "growth capital expenditure" and "sustaining capital expenditure". The non-IFRS measures "cash operating costs", “cash operating costs per kilogram”, "all-in sustaining costs", “all-in sustaining costs per kilogram”, "all-in costs" and “all-in costs per kilogram” have been determined using industry guidelines promulgated by the World Gold Council, and are used to determine costs associated with producing gold, cash generating capacities of the mines and to monitor the performance of our mining operations. An investor should not consider these items in isolation or as alternatives to, operating costs, cash generated from operating activities, profit/(loss) for the year or any other measure of financial performance presented in accordance with IFRS or as an indicator of our performance. While the World Gold Council has provided definitions for the calculation of these measures, the calculation of cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram may vary significantly among gold mining companies, and these definitions by themselves do not necessarily provide a basis for comparison with other gold mining companies. See Glossary of Terms and Explanations and Item 5A. Operating Results – “Cash operating costs, all-in sustaining costs and all-in costs” and “Reconciliation of cash operating costs per kilogram, all-in sustaining costs per kilogram, all-in costs per kilogram”.

DRDGOLD Limited

    When used in this Annual Report, the term the “Company” refers to DRDGOLD Limited and the terms “we,” “our,” “us” or “the Group” refer to the Company and its subsidiaries as appropriate in the context.

Special Note Regarding Forward-Looking Statements

    This Annual Report contains certain “forward-looking” statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, regarding expected future events, circumstances, trends and expected future financial performance and information relating to us that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Some of these forward-looking statements include phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “should,” or “will continue,” or similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions, including statements in connection with, or relating to, among other things:
•our reserve calculations and underlying assumptions;
•the trend information discussed in Item 5D.- Trend Information, including target gold production and cash operating costs;
•life of mine and potential increase in life of mine;
•statements made in or with respect to the Technical Report Summaries (“TRS” or “TRSs”) including statements with respect to Mineral Reserves and Resources and assumptions, gold prices, projected revenue and cash flows and capital expenditures and other forward looking statements in the TRSs;
•estimated future throughput capacity and production;
•expected trends in our gold production as well as the demand for and the price of gold;
•our anticipated labor, electricity, water, crude oil and steel costs;
•our expectation that existing cash will be sufficient to fund our operations in the next 12 months including our anticipated commitments;
•estimated production costs, cash operating costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce;
•expectations on future gold price, supply and pricing trends, including long term trends, expected impact of the global environment on gold prices;
•expected gold production and cash operating costs expected in fiscal year 2024;
•statements with respect to agreements with unions;
•our prospects in litigation and disputes;
•statements with respect to the legal review for increasing the deposition capacity of the Brakpan/Withok Tailings Storage Facility (“Brakpan/Withok TSF”) and the Regional Tailings Storage Facility (“RTSF”), and expected potential increase in capacity and life of mine;
•statements with respect to the Solar Power Project (“Solar Plant”) being developed by Ergo, and the Flotation Fine Grind program ("FFG");
•expected deposition capacity from improvements in our dams and new tailings facility construction; and
•expected effective gold mining tax rate.    

    Such statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:
•the global impact of the COVID-19 pandemic and potential new variants, including in South Africa;
•the global impact of Ukraine conflict and global inflation;
•the global impact of the Israel-Palestine conflict;
•adverse changes or uncertainties in general economic conditions in South Africa;
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•The future of power security from South Africa's power utility and intensity of load shedding
•regulatory developments adverse to us or difficulties in maintaining necessary licenses or other governmental approvals;
•future performance relating to the Far West Gold Recoveries ("FWGR") Phase 2 assets and the reclamation sites on the east of Ergo’s plant;
•challenges in replenishing mineral reserves;
•changes in our competitive position;
•changes in, or that affect, our business strategy;
•that assumptions underlying our Mineral Reserves and Mineral Resources as set forth in this report and our TRSs prove to be incorrect;
•our ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions;
•the success of our business strategy, development activities and other initiatives;
•adverse changes in our gold production as well as the demand for and the price of gold;
•changes in technical and economic assumptions underlying our Mineral Reserve estimates;
•any major disruption in production at our key facilities;
•adverse changes in foreign exchange rates;
•adverse environmental or environmental regulatory changes;
•adverse changes in ore grades and recoveries, and to the quality or quantity of reserves;
•unforeseen technical production issues, industrial accidents and theft;
•anticipated or unanticipated capital expenditure on property, plant and equipment;
•the impact of HIV/AIDS, tuberculosis and the spread of other contagious diseases such as COVID-19; and
•various other factors, including those set forth in Item 3D. Risk Factors.

    For a discussion of such risks, see Item 3D. Risk Factors. The risk factors described above and in Item 3D. could affect our future results, causing these results to differ materially from those expressed in any forward-looking statements. These factors are not necessarily all of the important factors that could cause our results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results.

    Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. We do not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

Special Note Regarding Websites

    References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, this annual report. Any links to external, or third-party websites, are provided solely for convenience. We take no responsibility whatsoever for any third-party information contained in such third-party websites, and we specifically disclaim adoption or incorporation by reference of such information into this report and no websites are incorporated by reference into this report.


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Imperial units of measure and metric equivalents

    The table below sets forth units stated in this document, which are measured in Imperial and Metric.

Metric Imperial Imperial Metric
1 metric tonne 1.10229 short tons 1 short ton 0.9072 metric tonnes
1 kilogram 2.20458 pounds 1 pound 0.4536 kilograms
1 gram 0.03215 troy ounces 1 troy ounce 31.10353 grams
1 kilometer 0.62150 miles 1 mile 1.609 kilometers
1 meter 3.28084 feet 1 foot 0.3048 meters
1 liter 0.26420 gallons 1 gallon 3.785 liters
1 hectare 2.47097 acres 1 acre 0.4047 hectares
1 centimeter 0.39370 inches 1 inch 2.54 centimeters
1 gram/tonne 0.0292 ounces/ton 1 ounce/ton 34.28 grams/tonnes
0 degree Celsius 32 degrees Fahrenheit 0 degrees Fahrenheit - 18 degrees Celsius
Glossary of Terms and Explanations
The table below sets forth a glossary of terms used in this Annual Report:
Adjusted EBITDA Adjusted EBITDA means earnings before interest, tax, depreciation, amortisation, share-based payment (benefit)/expense, change in estimate of environmental rehabilitation recognised in profit or loss, gain/(loss) on disposal of property, plant and equipment, gain/(loss) on financial instruments, IFRS 16 lease payments, exploration expenses and transaction costs, and retrenchment costs. This is a non-IFRS financial measure and should not be considered a substitute measure of net income reported by us in accordance with IFRS.
Administration expenses and other costs excluding non-recurring items Administration expenses and other costs excluding loss on disposal of property, plant and equipment and transaction costs.
All-in sustaining costs All-in sustaining costs is a measure on which guidance is provided by the World Gold Council and includes cash operating costs of production, plus movement in gold in process on a sales basis, corporate administration expenses and other (costs)/income, the accretion of rehabilitation costs and sustaining capital expenditure. Costs other than those listed above are excluded. All-in sustaining costs per kilogram are calculated by dividing total all-in sustaining costs by kilograms of gold produced. This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
All-in costs All-in costs is a measure on which guidance is provided by the World Gold Council and includes all-in sustaining costs, retrenchment costs, care and maintenance costs, ongoing rehabilitation expenditure, growth capital expenditure and capital recoupments. Costs other than those listed above are excluded. All-in costs per kilogram are calculated by dividing total all-in costs by kilograms of gold produced. This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
Assaying The chemical testing process of rock samples to determine mineral content.
Brakpan/Withok final life design
The Brakpan/Withok Tailings Storage Facility final life design is the engineering design that ultimately brings the tailings storage facility to its finality in terms of extent, operation, rehabilitation and management. The implemented final design would result in alignments with the Global Industry Standard on Tailings Management (“GISTM”) and regulatory bodies, increase deposition capacity, improve operation/management and bring about the sustainable closure of the facility.
$/oz US dollar per ounce.
Called gold content The theoretical gold content of material processed.
Care and maintenance costs Costs to ensure that the Ore Reserves are open, serviceable and legally compliant after active mining activity at a shaft has ceased.
Cash operating costs Cash operating costs of production are operating costs less ongoing rehabilitation expenses, care and maintenance costs and net other operating costs/(income). This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
Cash operating costs per kilogram Cash operating costs are operating costs incurred directly in the production of gold and include labor costs, contractor and other related costs, inventory costs and electricity costs. Cash operating costs per kilogram are calculated by dividing cash operating costs by kilograms of gold produced. This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
Cut‑off grade The grade (i.e., the concentration of metal or mineral in rock) that distinguishes material deemed to have no economic value from material deemed to have economic value.
CIL Circuit Carbon-in-leach circuit.
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Definitive Feasibility Study ("DFS")
A definitive engineering estimate of all costs, revenues, equipment requirements and production at a -5% to +10% level of accuracy. The study is used to define the economic viability of a project and to support the search for project financing.
Depletion The decrease in the quantity of ore in a deposit or property resulting from extraction or production.
Deposition Deposition is the geological process by which material is added to a landform or land mass. Fluids such as wind and water, as well as sediment flowing via gravity, transport previously eroded sediment, which, at the loss of enough kinetic energy in the fluid, is deposited, building up layers of sediment. Deposition occurs when the forces responsible for sediment transportation are no longer sufficient to overcome the forces of particle weight and friction, creating a resistance to motion.
Dilution Waste or material below the cut-off grade that contaminates the ore during the course of mining operations and thereby reduces the average grade mined.
Doré Unrefined gold and silver bullion bars consisting of approximately 90% precious metals which will be further refined to almost pure metal.
Footwall The underlying side of a stope or ore body.
Grade The amount of gold contained within auriferous material generally expressed in ounces per ton or grams per tonne of ore.
Growth capital expenditure Capital additions that are not sustaining capital expenditure. This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
g/t Grams per tonne.
Indicated Mineral Resources That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated Mineral Resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated Mineral Resource has a lower level of confidence than the level of confidence of a measured Mineral Resource, an indicated Mineral Resource may only be converted to a probable Mineral Reserve.
Inferred Mineral Resources That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred Mineral Resource may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve.
Measured Mineral Resources That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured Mineral Resource has a higher level of confidence than the level of confidence of either an indicated Mineral Resource or an inferred Mineral Resource, a measured Mineral Resource may be converted to a proven Mineral Reserve or to a probable Mineral Reserve.
Metallurgical plant A processing plant (mill) erected to treat ore and extract the contained gold.
Mineral Reserves An estimate of tonnage and grade or quality of indicated and measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, the economically mineable part of a measured or indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Mineral Resources A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
Mine call factor The gold content recovered expressed as a percentage of the called gold content.
Modifying factors The factors that a qualified person must apply to indicated and measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated Mineral Resources to proven and probable Mineral Reserves. These factors include, but are not restricted to: Mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project
Mt Million tons.
Ore A mixture of valuable and worthless materials from which the extraction of at least one mineral is technically and economically viable.
Other operating costs / (income) Expenses incurred, and income generated in the course of operating activities, which are not directly attributable to production activities.
Operating costs Operating costs are cost of sales less depreciation, change in estimate of rehabilitation provision, movement in gold in process and finished inventory – gold bullion, ongoing rehabilitation expenditure, care and maintenance, other operating income and retrenchment costs.
oz/t Ounces per ton.
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Prefeasibility study ("PFS")
A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a competent person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A prefeasibility study is at a lower confidence level than a feasibility study.
Proven Mineral Reserves The economically mineable part of a measured Mineral Resource and can only result from conversion of a measured Mineral Resource and can only result from conversion of a measured Mineral Resource.
Probable Mineral Reserves The economically mineable part of an indicated and in some cases, a measured Mineral Resource.
Qualified Person An individual who is a mineral industry professional with at least 5 years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant, and an eligible member or licensee in a good standing of a recognized professional organization at the time the technical report is prepared.
Refining The final purification process of a metal or mineral.
Rehabilitation The process of restoring mined land to a condition approximating its original state.
Reserves That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
Sediment The deposition of solid fragmental material that originated from weathering of rocks and was transported from a source to a site of deposition.
Slimes The tailings discharged from a processing plant after the valuable minerals have been recovered.
Sustaining capital expenditure Sustaining capital expenditure are those capital additions that are necessary to maintain current gold production. This is a non‑IFRS financial measure and should not be considered a substitute measure of costs and expenses reported by us in accordance with IFRS.
T’000 Tonnes in thousands.
Tailings Finely ground rock from which valuable minerals have been extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals.
Tailings facility
A dam created from waste material of processed ore after the economically recoverable gold has been extracted.
Tonnage/Tonne Quantities where the metric tonne is an appropriate unit of measure. Typically used to measure reserves of gold‑bearing material in‑situ or quantities of ore and waste material mined, transported or milled.
Tpm Tonne per month.
Yield The amount of recovered gold from production generally expressed in ounces or grams per ton or tonne of ore.
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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

    Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

    Not applicable.

ITEM 3. KEY INFORMATION

3A. [Reserved]

3B. CAPITALIZATION AND INDEBTEDNESS
    Not applicable.


3C. REASONS FOR THE OFFER AND USE OF PROCEEDS
    Not applicable.


3D. RISK FACTORS
    In conducting our business, we face many risks that may interfere with our business objectives. Some of these risks relate to our operational processes, while others relate to our business environment. It is important to understand the nature of these risks and the impact they may have on our business, financial condition and operating results. Some of these risks are summarized below and have been organized into the following categories:
•Risks related to our business and operations;
•Risks related to the gold mining industry;
•Risks related to doing business in South Africa;
•Risks related to Environmental, Social and Governance (ESG) performance including climate change;
•Risks related to government regulation; and
•Risks related to ownership in our ordinary shares or American Depositary Shares (ADSs).

Risks related to our business and operations

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

Our results are significantly impacted by the price of gold and the USD-rand exchange rate. Any sustained decline in the market price of gold from the current levels would adversely affect us, and any sustained decline in the price of gold below the cost of production could result in the closure of some or all of our operations which would result in significant costs and expenditure, such as, incurring retrenchment costs earlier than expected which could lead to a decline in profits, or losses, as well as impairment losses. In addition, as most of our production costs are in rands, while gold is sold in dollars and then converted to rands, our results of operation and financial condition have been and could be in the future materially affected by an appreciation in the value of the rand. Accordingly, any sustained decline in the dollar price of gold and/or the strengthening of the South African rand against the dollar would negatively and adversely affect our business, operating results and financial condition.

Although the impact of the COVID-19 pandemic has diminished and gold prices have marginally decreased, the average gold price for fiscal year 2022 remained high due to continued economic uncertainty as the global economies attempt to recover from all the after effects of COVID19 and deal with, the conflict in Ukraine and rapidly rising inflation. As US inflation started to recover there was uncertainty whether the US Federal Reserve would halt interest rate hikes and the collapsing of Silicon Valley Bank meant that gold remained a safe haven for investors which kept the gold price high in fiscal year 2023. In addition, we are impacted by movements in the exchange rate of the rand against the dollar as described below.

    Exchange rates are influenced by global economic trends. The closing exchange rate of the rand against the dollar at June 30, 2023 weakened by 16% compared to June 30, 2022. The closing price of the rand against the dollar at June 30, 2022 weakened by 14% compared to June 30, 2021. At September 30, 2023, the rand traded at R18.92 = $1.00 (based on closing rates), within 1% of the rand against the dollar from June 30, 2023 as the dollar remained strong as a result of continued quantitative tightening and the raising of interest rates by the US Federal Reserve and with continued power supply struggles from Eskom Holdings SOC Limited (“Eskom”). The rand/dollar exchange rate was volatile throughout the fiscal year 2023 mainly as a result of global, emerging market and South Africa economic uncertainty including uncertainties resulting from the global economic slowdown sentiment, rapidly rising global inflation, continued geopolitical tensions in Ukraine, perceived political and economic instability, structurally weak economic growth of the South African economy exacerbated by increasing loadshedding by power utility Eskom as it battles with supply.

    A decrease in the dollar gold price and/or a strengthening of the rand against the dollar results in a decrease in our profitability. If the rand was to appreciate against the dollar or the gold price were to decrease for a continued time, our operations could experience a reduction in cash flow and profitability, and this would adversely affect our business, operating results and financial condition.

6


    We typically do not enter into forward contracts to reduce our exposure to market fluctuations in the dollar gold price or the exchange rate movements of the rand. Up to April 11, 2022 we sold gold at spot prices based on the afternoon London Bullion Market fixing price on the day when Rand Refinery, acting as an agent for the sale of all gold produced by the Group, delivers the Gold to the buyer. Our foreign currency was usually sold at the spot price in the market on the date of trade. Subsequent to April 11, 2022 gold is sold at a dollar gold price and spot exchange rate specified in a contract with the South African bullion banks to deliver the gold at a specified settlement date. If the dollar gold price should fall and/or the rand should strengthen against the dollar, this would adversely affect us, and we may experience losses, and if these changes result in revenue below our cost of production and remain at such levels for any sustained period, we may be forced to curtail or suspend some or all our operations.

A failure to acquire new Mineral Reserves could negatively affect our future cash flows, results of operations and financial condition.

New or ongoing exploration programs may be delayed or may not result in new mineral producing operations that will sustain or increase our Mineral Reserves. A failure to acquire new Mineral Reserves in sufficient quantities and quality to maintain or grow the current level and quality of our reserves will negatively affect our future cash flow, results of operations and financial condition. In addition, if we are unable to identify Mineral Reserves that have reasonable prospects for economic extraction while maintaining sufficient controls on production and other costs, this will have a material effect on the future viability of our operations.

    If we are not successful in increasing reserves in future years, our reserves could decrease, and such reduction would adversely affect our business, operating results and financial condition.

    We may be unable to make desirable acquisitions or to integrate successfully any businesses we acquire, including the development of Phase 2 of the FWGR assets acquired from Sibanye-Stillwater.

    Our future success may depend in part on the acquisition of businesses or technologies intended to complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. Our ability to complete such transactions may be hindered by a number of factors, including identifying acquisition targets, obtaining necessary financing and potential difficulties in obtaining government approvals. Any acquisitions we make, could fail to achieve our financial or strategic objectives or disrupt our ongoing business which could adversely impact our results of operations.

    Any acquisition that we do make would pose risks related to the integration of the new business or technology with our business and organization. We cannot be certain that we will be able to achieve the benefits we expect from a particular acquisition or investment. Acquisitions may also strain our managerial and operational resources, as the challenge of managing new operations may divert our management from day-to-day operations of our existing business. Furthermore, we may have difficulty integrating employees, business systems, and technology. The controls, processes and procedures of acquired businesses may also not adequately ensure compliance with laws and regulations and we may fail to identify compliance issues or liabilities. Our business, financial condition and results of operations may be materially and adversely affected if we fail to coordinate our resources effectively to manage both our existing operations and any businesses we acquire. Acquisitions can also result in unforeseen liabilities.

    Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our financial or strategic objectives.

Limited deposition capacity

Our operations are based on ultra-volume and almost nano-gold extraction. The volume of reclaimed material delivered has one of the most profound impacts on the gold output of our metallurgical plants. The large volumes of material that are processed at our operations are deposited on tailings facilities which have a finite capacity. Alternative facilities will be required to ensure adequate deposition capacity for the current life of mine and for the future. Key projects to increase such a deposit capacity include the development of the RTSF as part of Phase 2 FWGR project, as well as obtaining regulatory approvals for the Brakpan/Withok final life design at Ergo to expand its deposition capacity. The timing to have the new facilities on line is critical as a delay may result in reduced deposition rates or a halt in deposition which will have an adverse financial impact on the business.

    Our large projects, most notably the development of FWGR Phase 2, the Solar Plant and Brakpan/Withok final life design implementation to enable mining on the east of the Ergo plant, are subject to schedule delays and cost overruns, and we may face constraints in financing our existing projects or new business opportunities, which could render our projects unviable or less profitable than planned.

    The development of our projects are capital intensive processes carried out over long durations and requires us to commit significant capital expenditure and allocate considerable management resources in utilizing our existing experience and know-how.

    Projects like the development of Phase 2 of the FWGR assets acquired from Sibanye-Stillwater, the Solar Plant and the implementation of the Brakpan/Withok final life design are subject to the risk of delays, regulatory approvals and cost overruns which are inherent in any large construction project including, inter alia:
•    unforeseen increases in the cost of equipment, labor and raw materials;
•    delays or disruptions in the supply of equipment and raw materials
•    unforeseen design and engineering problems;
•    changes in construction plans that may require new or amended planning permissions;
•    unforeseen construction problems;
•    unforeseen delays commissioning sections of the project;
•    inadequate phasing of activities;
•    labor disputes and social challenges;
• security issues
•    inadequate workforce planning or productivity of workforce;
•    inadequate management practices;
•    natural disasters and adverse weather conditions;
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•    national work stoppages as a result of infectious deceases and pandemics;
•    failure or delay of third-party service providers; and
•    changes to regulations, such as environmental regulations.

        We also face the risk that expected benefits of our projects are not achieved.

        The regulatory approval for the build of the RTSF is in progress. It is therefore anticipated that the construction of the RTSF, related to Phase 2, will commence in fiscal year 2024. A delay may result in deposition capacity to be reduced as the Driefontein 4 TSF is expected to reach capacity during fiscal year 2026, whereafter the depositional rate would have to decrease materially.
        
        Ergo is currently developing a Solar Power Project to reduce its reliance on Eskom and to reduce its future cost of electricity. The Solar Plant definitive feasibility study was completed during fiscal year 2022 and is currently under development. A significant capital investment is needed to complete the project and the purchase of imported solar panels and battery energy storage system subject to fluctuations in the USD and euros to the rand exchange rate. It is estimated that benefit from the project in reduced electricity costs and reduced carbon footprint will start to materialise toward the end of fiscal year 2024.
        
        Regulatory approvals for the final life design of the Brakpan/Withok TSF are yet to be obtained. The implementation of the final life design is expected to be crucial to sustain and increase the life of mine of Ergo as it will accommodate material in toward the east of the Ergo plant.

    In addition, if the assumptions we make in assessing the viability of our projects, including those relating to commodity prices, exchange rates, interest rates, inflation rates and discount rates, prove to be incorrect or need to be significantly revised, this may adversely affect the profitability or even the viability of our projects. The uncertainty and volatility in the gold market makes it more difficult to accurately evaluate the project economics and increases the risk that the assumptions underlying our assessment of the viability of the project may prove incorrect.

    As the development of FWGR, the Solar Power Project and the implementation of the Brakpan/Withok TSF final life design are particularly material to DRDGOLD, significant cost overruns or adverse changes in assumptions affecting the viability of these projects could have a material adverse effect on our business, cash flows, financial condition and prospects.

    Our operating cash flow and available banking facilities may be insufficient to meet our capital expenditure plans and requirements, depending on the timing and cost of development of our existing projects and any further projects we may pursue. As a result, new sources of capital may be needed to meet the funding requirements of these projects and to fund ongoing business activities. Our ability to raise and service significant new sources of capital will be a function of, inter alia, macroeconomic conditions, rising cost of debt, our credit rating, our gearing and other risk metrics, the condition of the financial markets, future gold prices, the prospects for our industry, our operational performance and operating cash flow and debt position. Inability to raise these funds may place a burden on the Group cash reserves.

    In the event of operating or financial challenges, any dislocation in financial markets or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities and pay dividends, could be constrained, any of which could have a material adverse effect on our business, operating results, cash flows and financial condition.

    We may not be able to meet our cash requirements because of a number of factors, many of which are beyond our control.

    Management’s estimates on future cash flows are subject to risks and uncertainties, such as the rand gold price, production volumes, recovered grades and costs. Management is estimating a significant capital investment in major projects in the next few years. If we are unable to meet our cash requirements out of cash flows generated from our operations, we would need to fund our cash requirements from financing sources and any such financing may not be permitted under the terms of our financing arrangements or may not be possible on attractive terms or at all due to rising interest rates, or may not be available on acceptable terms, or at all. If we do not generate sufficient cash flows or have access to adequate financing, our ability to respond to changing business and economic conditions, make future acquisitions, react to adverse operating results, meet our debt service obligations and fund required capital expenditures or meet our working capital requirements may be adversely affected.

    Any interruption in gold production at any of our two mining operations generating cash flows, will have an adverse effect on the Company.

    We have two mining operations generating cash flows, namely Ergo and FWGR. Ergo’s reclamation sites, processing plants, pump stations and the Brakpan/Withok tailings facilities are linked through pipeline infrastructure. The Ergo plant is currently our major processing plant. FWGR’s reclamation sites, DP2 processing plant, pump stations and the Driefontein 4 Tailings Storage Facility are linked through pipeline infrastructure.
    
    Our reclamation sites, plants, pipelines infrastructure and the tailings storage facilities are exposed to numerous risks, including operational down time due to planned or unplanned maintenance and load shedding or power dips, adverse weather, destruction of infrastructure, spillages, higher than expected operating costs, or lower than expected production as a result of decreases in extraction efficiencies due to imbalances in the metallurgical process as well as inconsistent volume throughput or other factors.

    Our FWGR operations are reliant on the use and access to Sibanye-Stillwater Limited’s ("Sibanye-Stillwater") mining infrastructure, related services including the smelting and recovery of gold from gold loaded carbon produced at FWGR as well as the use of various rights, permits and licenses held by Sibanye Gold Proprietary Limited (wholly owned subsidiary of Sibanye-Stillwater) pursuant to which FWGR operates, pending the transfer to FWGR of those that are transferable. Any disruption in the supply of, or our ability to use and access the Sibanye-Stillwater mining infrastructure, related services and rights, permits and licenses, could have an adverse impact on our operations.

    Any of the risks above or other interruptions could adversely impact our operations which could have a material adverse effect on our business, operating results and financial condition.


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

    If the rate of rise of water is not controlled, water from our discontinued underground mining areas and active tailings storage facilities (TSFs) could potentially rise and come into contact with naturally occurring underground water or decant into surrounding underground mining areas, active TSFs and could ultimately also rise to surface. Progressive flooding of these abandoned underground mining areas and surrounding underground mining areas could eventually cause the discharge of polluted water to the surface and to local water sources.

    This may lead us to face claims and liability relating to environmental damage and liability for breaches, or alleged breaches, of applicable laws (see also Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities). Any such claims may have a material adverse effect on our business, operating results and financial condition.

An increase in production costs could have an adverse effect on our results of operations.
    
    An increase in our production costs will impact our results of operations. Production costs are affected by, inter alia:
• rising global and national inflation;
• labor stability, productivity and increases in labor costs;
• increases in electricity and water prices;
• increases in crude oil and steel prices;
• increases in security measures to protect our employees and infrastructure;
• changes in regulation;
• unforeseen changes in ore grades and recoveries;
• unexpected changes in the quality or quantity of reserves;
• technical production issues;
• availability and cost of smelting and refining arrangements;
• environmental and industrial accidents;
• gold theft;
• shortages or availability of materials used in production;
• environmental factors; and
• pollution.

Our production costs consist mainly of materials including reagents and steel, labor, electricity, specialized service providers, machine hire, security, water, fuels, lubricants and other oil and petroleum-based products. Production costs have in the past, and could in the future, increase at rates in excess of our annual inflation rate and impact our results of operation and can result in the restructuring of these operations at substantial cost.
    
    A three-year wage agreement was reached with organized labor at FWGR in November 2021 and Ergo reached a three-year wage agreement with organized labor with effective from 1 July 2022.

    Increases in production costs, if material, will adversely impact our results of operations. In addition, any initiatives that we pursue to reduce costs, such as reducing our reliance on Eskom’s grid through self-generation of power, for example through the Solar Power Project at Ergo, reducing our labor force, a reduction of the corporate overhead, negotiating lower price increases for consumables and cost controls may not be successful or sufficient to offset the increases affecting our operations and could adversely affect our business, operating results and financial condition.

    Uncertainties regarding supply chain
        The global inflationary pressures, the legacy of the pandemic as well as geopolitical volatility may negatively impact availability and cost of critical material and equipment. This may be further exacerbated by the increase in the frequency and severity of natural disasters such as severe weather, floods and earthquakes which may further increase this risk. The risk of dependency on key suppliers requires ongoing focus and proactive management. A sustained unavailability and increased cost of critical material such as reagents and critical equipment may require DRDGOLD to find acceptable substitute suppliers and may also require it to pay higher prices for such materials, potentially affect production and increase operating costs resulting in loss of revenue. New projects may also be adversely affected by delays in supplies, freight costs and higher than inflationary increases for capital equipment which may affect operations and production, and ultimately result in failure to deliver into the business plans.

Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.

    Our operations are subject to increasingly extensive laws and regulations governing the protection of the environment under various state, provincial and local laws, which regulate air and water quality, hazardous waste management and environmental rehabilitation and reclamation. Our mining and related activities have the potential to impact the environment, including land, habitat, streams and environment near the mining sites. More complex and stringent regulations may lead us to face increased regulatory and stakeholder scrutiny, which may increase capital expenditures. Failure to comply with environmental laws or delays in obtaining, or failures to obtain government permits and approvals, or the imposition of additional permit/approval conditions may adversely impact our operations and may open us to enforcement actions and potential litigation. In addition, the regulatory environment in which we operate could change in ways that could substantially increase costs of compliance, resulting in a material adverse effect on our profitability.

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    We have incurred, and expect to incur in the future, expenditures to comply with these environmental laws and regulations. We have estimated our aggregate group Provision for Environmental Rehabilitation at a net present value of R562.1 million which is included in our statement of financial position as at June 30, 2023 (Refer to Item 18. ‘‘Financial Statements - Note 11 – Provision for environmental rehabilitation”). However, the ultimate amount of rehabilitation costs may in the future exceed the current estimates due to factors beyond our control, such as changing legislation, higher than expected cost increases, or unidentified rehabilitation costs. We used to fund these environmental rehabilitation costs by making contributions over the life of the mine to environmental trust funds or funds held in insurance instruments established for our operations. During fiscal year 2022 we changed the method of provision to funds held in insurance products. If any of our operations are prematurely closed, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of those operations. The closure of mining operations, without sufficient financial provision for the funding of rehabilitation liabilities, or unacceptable damage to the environment, including pollution or environmental degradation, may expose us and our directors to prosecution, litigation and potentially significant liabilities.

In addition to compliance with local laws and regulations, our operations are also increasingly subject to stakeholder expectations concerning the application of international environmental (and health and safety and social) standards. These include the Responsible Gold Mining Principles, IFC Performance Standards and World Bank guidelines. The application of these standards similarly increases the costs of compliance, while the failure to adhere to such standards can result in reputational damage and adversely affect our operations.

Regulators are increasingly focusing on enforcement of these applicable laws (including permitting requirements). Enforcement activities may cause our operations to cease or to be suspended and may require us to undertake corrective measures that require additional capital expenditure. We have also been, and may in the future be, subject to litigation and other costs as well as actions by authorities, affected stakeholders, non-governmental organisations and public bodies relating to environmental matters. These claims and actions can result in significant liabilities, penalties and fines which can adversely affect our business, operating results, and financial condition.

    Damage to tailings storage facilities and excessive maintenance and rehabilitation costs could result in lower production and health, safety and environmental liabilities.

Our tailings storage facilities are exposed to numerous risks and events, the occurrence of which may result in the failure, breach or damage of such a facility. These may include sabotage, piping or seepage failures, failure by our employees to adhere to the codes of practice and natural disasters such as excessive rainfall and seismic events, any of which could force us to stop or limit operations. This is further impacted and expected to intensify with the effects of climate change. In addition, the facilities could overflow or a side wall could collapse jeopardizing the health and safety of our employees and communities living around these facilities and potentially resulting in extensive property and environmental damage.

In the event of damage to, or any failure of, our tailings facilities, we could face legal proceedings (including criminal proceedings and public civil actions) and investigations for significant amounts of damages. Such actions would also likely entail significant costs and potentially involve the need for large expenditures to help regions and people affected to recover. The occurrence of any of these risks could adversely affect our operations and this in turn could have a material adverse effect on our business, operating results and financial condition.

The potential elimination of conventional wet tailings could also lead to large additional expenditures on research and development of new technologies. Changes in law and regulation, to impose more stringent standards, may also lead to increased capital expenditure to update our facilities, be able to expand our facilities in the future or continue to meet existing or more stringent legal (including permit) requirements.

Due to the nature of our business, our operations face extensive health and safety risks and regulation of those risks.

Gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of, or personal injury, to employees or others. These risks and events include seismic events, heat, ground or slope failures, rock bursts, sink holes, fires, falls of ground and blockages, flooding, discharges of gases and toxic substances as well as radioactivity, unplanned detonation of explosives, blasting and the transport, storage and handling of hazardous materials.

According to section 54 of the Mine, Health and Safety Act of 1996, if an inspector believes that any occurrence, practice or condition at a mine endangers or may endanger the health or safety of any person at the mine, the inspector may give any instruction necessary to protect the health or safety of persons at the mine. These instructions could include the suspension of operations at the whole or part of the mine. Health and safety incidents could lead to mine operations being halted and that will increase our unit production costs, which could have a material adverse effect on our business, operating results and financial condition.

As with environmental incidents, so too may the occurrence of health and safety risks result in increased regulator and stakeholder scrutiny, which may lead to increases in compliance costs, and could result in enforcement actions and litigation (by regulators, affected stakeholders and others) that could lead to the imposition of significant fines or liabilities or otherwise adversely impact our operations through revocation of permits and approvals, the imposition of new conditions, and reputational impacts. The occurrence of such risks could have a material adverse effect on our business, operating results and financial condition.

    Events may occur for which we are not insured which could affect our cash flows and profitability.

    Because of the nature of our business, we may become subject to liability for pollution or other hazards against which we are unable to insure or are not insured, including those in respect of past mining activities. Our existing property, business interruption and other insurance contains certain exclusions and limitations on coverage. The insured value for property and loss of profits due to business interruption is R16.8 billion, with a total loss limit of R1.9 billion for Ergo and R650 million for FWGR for fiscal year 2024. Business interruption is only covered from the time the loss occurs and is subject to time and amount deductibles that vary between categories. To cover legal liability to third parties for damage, injury, illness or death a total of R1 billion insurance cover is in place for the 2024 fiscal year, subject to certain exclusions and limitations on coverage.
    
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    Insurance coverage may not cover the extent of claims brought against us, including claims for environmental, industrial or pollution related accidents or damages or interruption due to electricity supply failure / interruptions, for which coverage is not available. If we are required to meet the costs of claims, which exceed our insurance coverage, this could have a material adverse effect on our business, operating results and financial condition.

If we are unable to attract and retain key personnel our business may be harmed.

    The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical personnel including the positions of Chief Executive Officer and Chief Financial Officer. In addition, we compete with mining and other companies on a global basis to attract and retain key human resources at all levels with appropriate technical skills and operating and managerial experience necessary to operate the business. Factors critical to retaining our present staff and attracting additional highly qualified personnel include our ability to provide these individuals with competitive compensation arrangements, and other benefits. If we are not successful in retaining or attracting highly qualified individuals in key management positions, our business may be harmed. We do not maintain “key man” life insurance policies on any members of our executive team. The loss of any of our key personnel could delay the execution of our business plans, which may result in decreased production, increased costs and decreased profitability.

We are subject to operational risks associated with our flotation and fine-grind (FFG) project.

    Our flotation and fine-grind project, implemented in fiscal year 2014, is designed to improve extraction efficiencies.

    Certain components of the FFG were temporarily halted in the first quarter of fiscal year 2020 to perform an evaluation and compare the additional revenues earned from additional gold extracted from the most recently integrated reclamation sites compared to the cost incurred to operate the FFG circuit. The remaining components of the FFG continue to operate. Testing on the newly integrated material has suggested that some of these halted components will only operate in subsequent years once the related reclamation sites have been brought online in accordance with the current life of mine plan for ERGO. These halted components are classified as idle assets until they are brought back into operation as described. The success of the FFG is directly dependent on the material type and material mix processed through it. Therefore, the halted components will remain idle pending the continuation and conclusion of various test work regarding the material type and material mix of future reclamation sites. Firm decisions have also not yet been made by the executive committee and the Board of Directors on the future of the FFG. We remain subject to operations risks relating to the FFG project.

A disruption in our information technology systems, including incidents related to cyber security, could adversely affect our business operations.

We rely on the accuracy, availability and security of our information technology systems. Despite the measures that we have implemented, including those related to cyber security, our systems could be breached or damaged by computer viruses and systems attacks, natural or man-made incidents, disasters or unauthorized physical or electronic access.

    Any system failure, accident or security breach could result in business disruption, theft of our intellectual property, trade secrets (including our proprietary technology), unauthorized access to, or disclosure of, personnel or supplier information, corruption of our data or of our systems, reputational damage or litigation. We may also be required to incur significant cost to protect against or repair the damage caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems, implementing additional threat protection measures, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties.

    These threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures and we remain subject to additional known or unknown threats. In some instances, we may be unaware of an incident or its magnitude and effects. We may be susceptible to new and emerging risks, including cyber-attacks and phishing, in the evolving landscape of cybersecurity threats. Given the increasing sophistication and evolving nature of these threats, DRDGOLD cannot rule out the possibility of them occurring in the future. An extended failure of critical system components, caused by accidental, or malicious actions, including those resulting from a cyber security attack, could result in a significant environmental incident, commercial loss or interruption to operations.

    In addition, from time to time, we implement updates to our information technology systems and software, which can disrupt or shutdown our information technology systems. Information technology system disruptions, if not appropriately addressed or mitigated, could have a material adverse effect on our operations.

Risks related to the gold mining industry

    A change in the dollar price of gold, which in the past has fluctuated widely, is beyond our control.

Historically, the gold price has fluctuated widely and is affected by numerous industry factors over which we have no control including:
• a significant amount of above-ground gold in the world that is used for trading by investors;
• the physical supply of gold from world-wide production and scrap sales, and the purchase, sale or divestment by central banks of their gold holdings;
• the demand for gold for investment purposes, industrial and commercial use, and in the manufacturing of jewelry;
• speculative trading activities in gold;
• the overall level of forward sales by other gold producers;
• the overall level and cost of production of other gold producers;
• international or regional political and economic events or trends;
• the strength of the dollar (the currency in which gold prices generally are quoted) and of other currencies;
• financial market expectations regarding the rate of inflation;
• interest rates;
• gold hedging and de-hedging by gold producers; and
• actual or expected gold sales by central banks and the International Monetary Fund.

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During fiscal year 2023 the gold price reached a high of U$2,072 per ounce and a low of U$1,612. We benefited from a sustained high gold price due to continued slow global economic recovery, economic uncertainty and geopolitical tensions.

    Investors globally, as they have in so many previous times of crisis, turned to gold and gold stocks as a safe haven asset, leading to a sustained high gold price for fiscal year 2023 after the highs experienced in fiscal year 2022. The rand/dollar exchange rate was volatile throughout the fiscal year 2023 mainly as a result of global, emerging market and South Africa economic uncertainty including uncertainties resulting from the global economic slowdown sentiment, rapidly rising global inflation, continued geopolitical tensions in Ukraine, perceived political and economic instability, structurally weak economic growth of the South African economy exacerbated by increasing loadshedding by power utility Eskom as it battles with supply.

    The factors mentioned above could put negative pressure on the price of gold or the rand/dollar exchange rate in the future. Our profitability may be negatively impacted by a decline in the gold price as we incur losses when revenue from gold sales drops below the cost of production for an extended period.

    The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.
    
    Exploration is highly speculative in nature and requires substantial expenditure for drilling, sampling and analysis of ore bodies to quantify the extent of the gold reserve. Many gold exploration programs, including some of ours, do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be mined profitably. If we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change.

    Moreover, we rely on the evaluations of professional geologists, geophysicists, and engineers for estimates in determining whether to commence or continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined with any degree of accuracy whether the deposit contains economically recoverable mineralization. Uncertainties as to the metallurgical recovery of any gold discovered may not warrant mining based on available technology.

    Our future growth and profitability will depend, in part, on our ability to identify and acquire additional mineral rights, and on the costs and results of our continued exploration and development programs. Our business focuses mainly on the extraction of gold from tailings, which is a volume driven exercise. Only significant deposits within proximity of services and infrastructure that contain adequate gold content to justify the significant capital investment associated with plant, reclamation and deposition infrastructure are suitable for exploitation in terms of our model. There is a limited supply of these deposits which may inhibit exploration and developments, especially in a declining gold price environment.

    Because of these uncertainties, we may not successfully acquire additional mineral rights, or identify new Proven and Probable Ore Reserves in sufficient quantities to justify commercial operations in any of our operations. The costs incurred on exploration activities that do not identify commercially exploitable reserves of gold are not likely to be recovered and therefore are likely to be impaired.
    
There is inherent uncertainty in Mineral Reserves and Mineral Resources estimates.

    Our Mineral Reserve and Mineral Resources figures described in this document are the best estimates of our current management as of the dates stated and are reported in accordance with the requirements of the SEC’s Regulation S-K (Subpart 1300). These estimates may not reflect actual Mineral Reserves and Mineral Resources or future production.

    Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might ultimately cause our reserve estimates to decline. Moreover, if the rand price of gold declines, or stabilizes at a price that is lower than recent levels, or those assumed in our mining plans, or if our labor, specialized services providers, water, steel, electricity and other production costs increase or recovery rates decrease, it may become uneconomical to recover Mineral Reserves and Mineral Resources, particularly those containing relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our Mineral Reserves and Mineral Resources. Short-term operating factors relating to the ability to reclaim our Mineral Reserves, at the required rate, such as an interruption or reduction in the supply of electricity, limited deposition capacity or a shortage of water may have the effect that we are unable to achieve critical mass, which may render the recovery of Mineral Reserve, or parts of the Mineral Reserve no longer feasible, which could negatively affect production rate and costs and decrease our profitability during any given period. Estimates of Mineral Reserves and Mineral Resources are based on drilling results and because unforeseen conditions may occur in these mine dumps that may not have been identified by the drilling results, the actual results may vary from the initial estimates. These factors have in the past and could in the future result in reductions in our Mineral Reserves and Mineral Resources estimates and as a result, our production, which could in turn adversely impact the total value of our mining asset base and our business, operating results and financial condition.
    
    Gold mining is susceptible to numerous events that could have an adverse impact on a gold mining business.

    The business of gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of or personal injury to employees, the loss of mining and reclamation equipment, damage to or destruction of mineral properties or production facilities, monetary losses, delays in production, environmental damage, loss of the license to mine and potential legal claims. The risks and events associated with the business of gold mining include:
•environmental hazards and pollution, including dust generation, toxic chemicals, discharge of metals, pollutants, radioactive materials and other hazardous material into the air and water;
•flooding, landslides, sinkhole formation, ground subsidence, ground and surface water pollution and waterway contamination;
•a decrease in labor productivity due to labor disruptions, work stoppages, disease, slowdowns or labor strikes;
•unexpected decline of ore grade;
•metallurgical conditions or lower than expected gold recovery;
•failure of unproven or evolving technologies;
•mechanical failure or breakdowns and ageing infrastructure;
•energy and electrical power supply interruptions;
•availability of water;
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•injuries to employees or fatalities due to falls from heights and accidents relating to mobile machinery or electrocution or other causes;
•activities of illegal or artisanal miners;
•material and equipment availability;
•legal and regulatory restrictions and changes to such restrictions;
•social or community disputes or interventions;
•accidents caused from the collapse of tailings facilities;
•pipeline failures and spillages;
•safety-related stoppages; and
•corruption, fraud and theft including gold bullion theft.

The occurrence of any of these hazards could delay production, result in losses, or increase production costs or decrease earnings and may result in significant legal claims and adversely impact our business results of operations and financial condition.

Risks related to doing business in South Africa

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

    We are incorporated in South Africa and all our operations are currently in South Africa. Large parts of our operations are situated in urban areas where most of the communities that live near our facilities are in the grip of poverty and experience socio-economic stress. As a result, political and economic risks relating to South Africa which have been escalated over the last few years, could have a significant effect on our production and profitability. Large parts of the South African population are unemployed and do not have access to adequate education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating and redressing the disadvantages suffered by most citizens under previous governments may increase our costs and reduce our profitability. Crime levels in recent years in South Africa have increased which expose the business to increase in frequency and severity of security issues that may disrupt business operations. These problems may impede fixed inward investment into South Africa and increase emigration of skilled workers and as a result, we may have difficulties retaining qualified employees.

    The sustained high unemployment rate of 32.6%, for 2023, amongst the youth, rising inequality and increased lawlessness has increased the risk of social unrest, such as protests and conflict, in our surrounding communities. Continuous lack of service delivery, political instability and slow reformative action being taken by all spheres of the South African government, specifically, in combating unemployment particularly in the youth of the country adds to a sense of frustration that may increase the potential of violent strikes that could cause damage to property, harm to people and disrupt operations. This frustration was a contributing factor that led to social unrest, people committing crimes, vandalising property, and damaging infrastructure during fiscal year 2023. A prolonged economic downturn could result in an extended period of high unemployment, further exacerbating anti-mining sentiments in South Africa. Poor service delivery by local government has caused communities to shift expectations to the private sector to provide essential services and for increased support and assistance. Poverty and high levels of unemployment have lead to demands to participate in, and benefit from, the economic activities of our business. Failure to recognise these could result in miscommunication, misaligned expectations and loss of trust that in turn could threaten our social licence to operate.

Furthermore, the rise of ESG factors, such as electricity usage, social unrest, social license to operate, climate change, water usage and environmental stewardship, in investment decisions may result in divestment in the mining sector.

    Inflation can adversely affect us.

    The inflation rate in South Africa is relatively high compared to developed, industrialized countries, although many countries around the world are currently facing inflation challenges. As of June 30, 2023, the annual Consumer Price Inflation Index (“CPI”), stood at 5.4% compared to 7.4% in June 2022 and 4.9% in June 2021. Annual CPI was 5.4% as at September 30, 2023. Inflation in South Africa generally results in an increase in our rand operational costs. Higher and sustained inflation in the future, with a consequent increase in operational costs could have a material adverse effect on our results of operations and our financial condition and could result in operations being discontinued or reduced or rationalized, which could reduce our profitability.

The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may have an adverse effect on the results of our operations and our financial condition.

We may be subject to claims relating to occupational health diseases and we are currently subject to legal action described below.

In January 2013, DRDGOLD, East Rand Proprietary Mines Limited (“DRDGOLD Respondents”) and 23 other mining companies (“Other Respondents”) (collectively referred to as “Respondents”) were served with a court application issued in the High Court of South Africa for a class certification on behalf of former mineworkers and dependents of deceased mineworkers (“Applicants”). In the application the Applicants allege that the Respondents conducted underground mining operations in a negligent and complicit manner causing the former mineworkers to contract occupational lung diseases. The Applicants have as yet not quantified the amounts which they are demanding from the Respondents in damages.

On May 3, 2018, the Applicants and Anglo American South Africa Limited, AngloGold Ashanti Limited, Sibanye Gold Proprietary Limited trading as Sibanye-Stillwater, Harmony Gold Mining Company Limited, Gold Fields Limited, African Rainbow Minerals Limited and certain of their affiliates (“Settling Companies”) settled the class certification application in which the Applicants in each sought to certify class actions against gold mining houses cited therein on behalf of mineworkers who had worked for any of the particular respondents and who suffer from any occupational lung disease, including silicosis or tuberculosis.

The DRDGOLD Respondents, are not a party to the settlement between the Applicants and Settling Companies. The dispute, insofar as the class certification application and appeal thereof is concerned, still stands and has not terminated in light of the settlement agreement (refer to Item 18. “Financial Statements - Note 26 – Contingencies”).

An adverse judgment in the claim described above or any other claim could have an adverse impact on our financial condition and operating results and could result in increased regulatory and stakeholder scrutiny which could lead to increased compliance costs.
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    We have experienced an increase in organised crime activities which have started to target gold plants.

    In October 2019, a number of companies, including our Knights and Ergo plants, were subject to armed attacks targeting the gold in the plants or high-grade gold bearing material. These incidents were very well organised and in all the incidents the thieves were armed. In some of the incidents employees of companies were also held hostage until the targeted material was obtained. In the 2019 incident, a security officer was fatally injured.

    Any such incidents have and may still result in losses of gold or other damage which could have a material adverse impact on our business, financial results or condition.

    Theft at our sites, particularly of copper and pipelines, may result in greater risks to employees or interruptions in production.

    Crime statistics in South Africa indicate an increase in theft. This together with price increases for copper and steel has resulted in theft of copper cables and pipelines. Our operations experience high incidents of copper cable theft and pipelines despite the implementation of enhanced security measures which have increased our security spend. At times, the incidences have resulted in serious injuries of our security personnel. In addition to the general risk to employees’ lives in an area where theft occurs, we may suffer production losses and incur additional costs as a result of power interruptions caused by cable theft and theft of bolts used for the pipeline.

    Power stoppages or shortages or increases in the cost of power could negatively affect our results and financial condition.

    Our mining operations are dependent on electrical power supplied by Eskom, South Africa’s state-owned utility company. Electricity makes up approximately 15% of our operating costs. Eskom has become incapable of satisfying the energy requirements of the South African economy and is applying a system of power rationing or load shedding to prevent a complete collapse of the national electricity grid. It is a distressed enterprise unlikely to make a full recovery. It is owed billions of rands by local municipalities and in more recent times has also fallen victim to damage to its supply grid through incessant cable theft. This poses a threat to our ability to maintain the requisite volume throughput to deliver into our business plan, while the steps we are required to take to curtail load during load shedding, like intermittently switching off our mills, also impact recovery efficiencies. The private sector has responded by accelerating private production of renewable power, with an estimated 2GW of installed 'roof-top' capacity in place. Government's own measures are lagging though, and it has been slow to administer the freeing up of power generation on a larger scale. Load shedding will therefore be with us for the foreseeable future.

National Energy Regulator of South Africa (“NERSA”) approved Eskom annual tariff increases of 18.65% effective 1 April 2024, significantly above the South African CPI. These increases have had an adverse effect on our production costs and similar or higher future increases could have a material adverse effect on our operating results and financial condition.

The security of future power supply as well as the cost thereof remains a risk and may have major implications for our operations, which may result in significant production losses.

    In 2019, the President of South Africa announced the vertical unbundling of Eskom to improve efficiencies and have an independent grid operator and open competition for energy generation at lower cost to the consumer. While full state ownership will be maintained, the unbundling is expected to result in the separation of Eskom’s generation, transmission and distribution functions into separate entities, which may require legislative and/or policy reform. The unbundling is still ongoing; however, it is expected to be completed by March 2024 in respect of the generation and distribution functions. Poor reliability of the supply of electricity and instability in prices through the unbundling process is expected to continue. Eskom’s coal fired power plants have not performed well for a number of years, with national rotational power cuts (load shedding) having been implemented intermittently through the last number of fiscal years. Should we experience further power tariff increases, our business operating results and financial condition may be adversely impacted.

    Ergo is currently developing a Solar Power Project to reduce its reliance on Eskom and to reduce its future cost of electricity but we face risks in the development of this project as such the project may not be completed within expected timeframe or budget and may not reduce our
dependence on Eskom as expected.

Ergo is currently disputing the electricity tariff charged by Ekurhuleni Metropolitan Municipality. Over the past several years, the municipality has charged Ergo for the electricity it draws from the Ergo Central Substation. However, Ergo determined that only Eskom may legitimately charge for the drawn and consumed electricity. Ergo has instituted legal proceedings by way of an application and since then, the municipality has issued two summonses. Ergo has made payments under protest and without prejudice or admission of liability. The outcome of Ergo's application remains uncertain and may result in adverse impacts on the business, operating results and financial condition.


Risks related to climate change

Extreme weather

As a result of climate change, our operations are exposed to severe weather events that have in the past and could in the future interrupt production and our supply chain. Major property, infrastructure and/or environmental damage as well as loss of human life could be caused by extreme weather events such as droughts, extreme rainfall and high wind volumes which are all on the increase in terms of frequency, duration and intensity. Specifically, we have experienced an increase in intensity of events, such as thunderstorms on the Highveld, where our operations are situated. It is believed that the long-term upward trend in global temperature is directly correlated with the increase in global severe weather events both in terms of magnitude and frequency.     

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    For example, dry weather conditions have prompted level 1 water restrictions on residential water users in the Johannesburg area. These water restrictions remain in place as at September 30, 2023. In the cases where municipal water is used, these restrictions can result in reclamation sites not being able to transfer material to the processing plants and also the processing plants not being able to operate at full capacity. Severe thunderstorms and high winds, especially during the summer rainy season, may also cause damage to operation infrastructure that may in turn cause an interruption in the production of gold. Such incidents and other weather events may damage the facility and may result in water shortages which can impact our operations and cause the interruption of deposition and gold production until the facility is repaired or alternative deposition is brought online.

The occurrence of these risks and events may result in adverse impacts to our workforce, production interruptions, increased operational costs associated with mitigations measures and power and supply chain disruptions, project delays and increased production pricing. All of this may result in adverse impacts on our business, operating results and financial condition.

Scarcity of water may negatively affect our operations.

South Africa is a relatively dry area and predictions are that dry conditions will escalate. South Africa faces water shortages, which may lead to the revision of water usage strategies by several sectors in the South African economy, including electricity generation and municipalities. This may result in rationing or increased water costs. Such changes would adversely impact our surface retreatment operations, which use water to transport the slimes or sand from reclaimed areas to the processing plant and to the tailings facilities. In addition, as our gold plants and piping infrastructure were designed to carry certain minimum throughputs, any reductions in the volumes of available water may require us to adjust production at these operations.

DRDGOLD invested R22 million in the construction of a filtration plant at the Rondebult Waste Water Works (operated by the East Rand Water Care Company) to treat sewage water to reduce the use of potable water. This water is used both to reclaim and carry production materials and also, ultimately, to irrigate rehabilitation vegetation at a significantly lower cost than that of potable water. The plant was commissioned in early fiscal year 2016 and has design capacity to provide Ergo with 10 Mega Litres (“Ml”) a day from the Rondebult sewage treatment facility. However, due to the deterioration of the local government authorities’ infrastructure, the expected quantity of sewerage is not reaching the treatment facility and as a result Ergo is still not able to extract the full design capacity of 10 Ml of water a day. It is not certain if and when the flow of sewerage will reach expected levels.

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

Failure to adapt or transition to climate change measures

The company is also exposed to a growing number of critical drivers of change and expectations. This include new national and international regulations, increased public concerns as well as pressure from lobby groups, regulators and investors for Companies to address and report on the impact of climate change risks in a meaningful manner.

The need to adapt or transition in response to climate change, including complying with new regulations and responding to increased stakeholder expectations, could result in increased compliance and operating costs as well as having other business impacts on production costs and capacity. Failure to adopt measures in the face of transition risks may also negatively impact the business and could lead to reduced investor confidence.

Risks related to government regulation

    Government policies in South Africa may adversely impact our operations and profits.
    
    The mining industry in South Africa is extensively regulated through legislation and regulations issued through the government’s administrative bodies. These involve directives in respect of health and safety, water usage, the mining and exploration of minerals and managing the impact of mining operations on the environment. A variety of permits and authorities are required to mine lawfully, and the government enforces its regulations through the various government departments. Lack of communication between government and regulators as well as ineffective regulators remains an issue that may increase the cost of compliance and obtaining permits. The formulation or implementation of government policies may be discretionary and unpredictable on certain issues, including changes in conditions for the issuance of licenses insofar as social and labor plans are concerned, transformation of the workplace, laws relating to mineral rights, ownership of mining assets and the rights to prospect and mine, additional taxes on the mining industry and in extreme cases, nationalization. A change in regulatory or government policies could adversely affect our business and may also result in increased project costs and potential delays.
        
    Mining royalties and other tax reform could have an adverse effect on the business, operating results and financial condition of our operations.

    The Mineral and Petroleum Resources Royalty Act, No.28 of 2008 and the Mineral and Petroleum Resources Royalty Act (Administration), No.29 of 2008 govern royalty rates for gold mining in South Africa. These acts provide for the payment of a royalty, calculated through a royalty rate formula (using rates of between 0.5% and 5.0%) applied against gross revenue per year, payable half yearly with a third and final payment thereafter. The royalty is tax deductible and the cost after tax amounts to a rate of between 0.33% and 3.3% at the prevailing marginal tax rates applicable to the taxed entity. The royalty is payable on old unconverted mining rights and new converted mining rights. Based on a legal opinion the Company obtained, mine dumps created before the enactment of the Mineral and Petroleum Resources Development Act (“MPRDA”) fall outside the ambit of this royalty and consequently the Company does not pay any royalty on any dumps created prior to the MPRDA. Introduction of further revenue based royalties or any adverse future tax reforms could have an adverse effect on our business, operating results and financial condition.

    Failure to comply with the requirements of the Broad Based Socio-Economic Empowerment Charter 2018 could have an adverse effect on our business, operating results and financial condition of our operations.

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    On September 27, 2018, the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018 (“Mining Charter 2018”) was published in Government Gazette No. 41934 of Government Notice No. 639 on September 27, 2018. Mining Charter 2018 requires, inter alia, an enduring 30% Black Economic Empowerment ("BEE") interest in respect of new mining rights. It also has extensive provisions in respect of Historically Disadvantaged Persons (“HDP”) representation at board and management, as well as provisions relating to local procurement of goods and services. The procurement target of the total spend on services from South African companies has been pegged at 80% (up from 70% in Mining Charter III) and 60% of the aggregate spend thereof must be apportioned to BEE entrepreneurs.

     In March 2019, the Mineral Council of South Africa brought an application in the High Court, Pretoria for a judicial review and setting aside of certain provisions in Mining Charter 2018.

    On September 21, 2021, the High Court of South Africa ruled that the Mining Charter 2018 is not binding subordinate legislation but an instrument of policy. This ruling affirmed that the Minister of Mineral Resources and Energy (“MRE Minister”) was not entitled to make law through the Mining Charter 2018 to require 30% HDP ownership for the renewal of existing mining rights. The MRE Minister confirmed that they will not appeal the ruling.

    DRDGOLD cannot guarantee that it will meet all the targets set out by the Mining Charter 2018. For example, if the Mining Charter 2018 were to remain in its current form, there is no assurance that the goods, services and supplies in South Africa would be sufficient to allow us to meet the targets.  More specifically, DRDGOLD may not be able to meet the requirement that 80% of total mining goods and services procurement spend be on South African-manufactured goods due to an insufficient number of suppliers in South Africa with heavy equipment. DRDGOLD may be required to increase participation by HDP in senior positions and allocate additional resources for the development of the mine community, human resources, sustainability, procurement and enterprise. DRDGOLD may also be required to make further adjustment to the ownership structure of its South African mining assets, including increasing the ownership of HDP, in order to meet the Mining Charter 2018 requirements. Any such additional measures could have a material adverse effect on our business, operating results and/or financial condition.

    In addition, if we are unable to obtain sufficient representation of HDP at the board level and in management positions or if there are not sufficient succession plans in place, this could have a material adverse effect on our business (including resulting in the imposition of fines and having a negative effect on production levels), operating results and financial position. In relation to this, the mining industry, including DRDGOLD, continues to experience a global shortage of qualified senior management and technically skilled employees. DRDGOLD may be unable to hire or retain appropriate senior management, technically skilled employees or other management personnel, or may have to pay higher levels of remuneration than it currently intends in order to do so.

    Also, there is no guarantee that any steps DRDGOLD has already taken or might take in the future will ensure the retention of its existing mining rights, the successful renewal of its existing mining rights, the granting of applications for new mining rights or that the terms of renewals of its mining rights would not be significantly less favourable than the terms of its current mining rights. Any further adjustment to the ownership structure of DRDGOLD’s South African mining assets in order to meet the above mentioned requirements could have a material adverse effect on the value of DRDGOLD’s securities

    Refer to Item 4B. Business Overview – Governmental regulations and their effect on our business – The Broad Based Socio-Economic Empowerment Charter.

Government policies in South Africa may adversely impact our operations and profits related to financial provisioning for rehabilitation.

    An amendment to the MPRDA was first proposed in 2013. The amendment bill, if implemented, would have had a material adverse impact on the Group's estimated financial provisions for environmental remediation and management due to the proposed inclusion of historic and old mine dumps in the definition of “residue stockpiles” as well as the extension of the liability for rehabilitation beyond the issuance of a closure certificate and the requirement to maintain financial provision for closed sites within a period of 20 years after a site is closed. The MPRDA Amendment Bill was withdrawn in August 2018 by the MRE Minister, citing, amongst other things, the adequacy of the current MPRDA to deal with all regulatory matters pertaining to the mining and petroleum industries.

    Revised Financial Provisioning Regulations (“FPR”) were published on November 20, 2015, under the National Environmental Management Act, 107 of 1998 (“NEMA”) and became effective from the date of publication thereof. Proposed amendments to the FPRs were published for public comment GNR 1228 GG 41236 of November 10, 2017 (“Draft Regulations”), which seek to address some challenges relating to the implementation thereof. Under these FRPs to be implemented by the DMRE, existing environmental rehabilitation trust funds may only be used for post closure activities and may no longer be utilised for their intended purpose of concurrent and final rehabilitation and closure.

    Several further proposed amendments to the FPRs, (“Proposed Amendments”) were published subsequently. The latest Proposed Amendments were published in July 2022 which, inter alia, extends the compliance with these regulations to three months following the fiscal year end June 30, 2023.

    The Proposed Amendments, in their current form and which are still subject to the approval of the DMRE and Treasury, allow under certain circumstances for the withdrawal against financial provision (which is currently not contemplated in the FPR). It is therefore uncertain whether these provisions relating to withdrawal will remain in their current form, or at all.

     See discussion in 4.B. Business Overview – Governmental regulations and their effect on our business – Financial Provision for Rehabilitation.

The implementation of Carbon Tax effective from June 1, 2019 may have a direct or indirect material adverse effect on our business, operating results and financial condition.

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    The Carbon Tax Act No 15 of 2019, or the CTA, came into effect from June 1, 2019. The CTA is based on the polluter-pays-principle and will be implemented across phases. The first phase ran from June 1, 2019 to December 31, 2022 and is applicable to scope 1 emitters. The first phase did not have a material financial impact on the Group. The second phase starting date was pushed from January 1, 2023 to January 2026. During the first phase, tax-free emission allowances ranging from 60 per cent to 95 per cent are available to emitters in this first phase. This includes a basic tax-free allowance of 60 per cent for all activities, a 10 per cent process and fugitive emissions allowance, a maximum 10 per cent allowance for companies that use carbon offsets to reduce their tax liability, a performance allowance of up to 5 per cent for companies that reduce the emissions intensity of their activities, a 5 per cent carbon budget allowance for complying with the reporting requirements and a maximum 10 per cent allowance for trade exposed sectors. The South African government indicated that a review of the impact of the carbon tax will be conducted before the second phase of the South African Carbon Tax Act is implemented.

Initially, the draft explanatory memorandum of the Taxation Laws Amendment Bill proposed that amendment to section 5(2) of the Carbon Tax Act to provide for the carbon tax rate adjustment by US$1, US$2 and US$3/ t CO2e for the 2023, 2024 and 2025 tax periods ending on 31 December using the average exchange rate as defined in the Income Tax Act. The rate will thereafter increase gradually to US$20t CO2e in 2026 and at least to US$30/t CO2e in 2030. However, after public consultation, it was decided that the increases would be rand-based due to the instability of the USD/rand exchange rate. Currently under phase 1 an amount of R159/t CO2e carbon tax is charged on scope 1 emissions. It remains unclear whether the scope will include scope 2 emissions which typically include indirect emissions from electricity consumption. Although the decarbonization of electricity as an energy supply must nevertheless be prioritized by both the country and industries at large to de-carbonize the economy, the increased proposed rates is expected to have an adverse impact on business.

The carbon tax has not had an impact on the price of electricity. However, should Eskom be required to pass on the cost of the tax from its emissions to its customers, electricity tariffs may rise significantly. This may also affect the electricity prices charged to our suppliers who may pass on the tax to us increasing the price of goods and services we consume in our operation.

    Regulations detailing the tax-free emission allowances during the second phase have not been published to date. The second phase of implementation of the Carbon Tax may have a material direct and/or indirect adverse effect on our business, operating results and financial condition if the tax-free emission allowances are significantly reduced or the scope of implementation of the CTA is significantly increased. In addition, the potential increases in costs resulting from suppliers passing through their Carbon Tax exposure to the Company may have a direct or indirect material adverse effect on our business, operating results and financial condition.

    Ring-fencing of unredeemed capital expenditure for South African mining tax purposes could have an adverse effect on the business, operating results and financial condition of our operations.

    The Income Tax Act No 58 of 1962, or the ITA, contains certain ring-fencing provisions in section 36 specifically relating to different mines regarding the deduction of certain capital expenditure and the carry over to subsequent years. After the restructuring of the surface operations, effective July 1, 2012, Ergo is treated as one taxpaying operation pursuant to the relevant ring-fencing legislation. It is expected that FWGR will also be treated as one taxpaying operation pursuant to the relevant ring-fencing legislation. In the event that we are unsuccessful in confirming our position or should the South African Revenue Service have a different interpretation of section 36 of the ITA, it could have an adverse effect on our business, operating results and financial condition.

    Draft amendments to the ITA regarding claiming accelerated capital expenditure allowances for South African mining tax purposes could have an adverse effect on the business, operating results and financial condition of our operations.

    The National Treasury has proposed a prospective amendment to the preamble of section 15 of the ITA to limit the accelerated capital expenditure allowances applicable to taxpayers conducting mining operations to only those taxpayers that hold “a mining right as defined in section 1 of the Mineral and Petroleum Resources Development Act in respect of the mine where those mining operations are carried on”. In addition, in relation to section 36 of the ITA, the National Treasury has proposed an amendment to the heading in order to limit the application of the provisions in respect of the calculation of the redemption allowance and balance of unredeemed capital expenditure, to certain mining operations. It remains uncertain whether these proposed amendments will be promulgated.

    DRDGOLD, as a surface miner, conducts mining operations for its own benefit (i.e. it is not a contract miner) but DRDGOLD is not required to hold a mining right in terms of the MPRDA. The proposed requirement by the ITA to require a miner to hold a mining right in terms of the MPRDA will preclude DRDGOLD from claiming accelerated capital expenditure allowances in terms of sections 15 and 36 of the ITA.

    If these proposed amendments are adopted, it will accelerate cash outflows resulting from current tax expenditure. This could have a material adverse effect on our cash flows, operations, capital investment decisions and financial condition.
    
    Assessment of unredeemed capital expenditure by the South African Revenue Service could have an adverse effect on the business, operating results and financial condition of our operations.

    The South African Revenue Service (“SARS”) assesses capital expenditure when it is redeemed against taxable mining income rather than when it is incurred. A different interpretation by SARS could have an adverse effect on our business, operating results and financial condition.
    
    Since our South African labor force has substantial trade union participation, we face the risk of disruption from labor disputes and new South African labor laws.

    Labor costs are significant for Ergo, constituting 18% of Ergo’s production costs for fiscal year 2023 (2022: 18%). As of June 30, 2023, our Ergo operations provided full-time employment for 744 employees while our main service providers deployed an additional 1856 employees to our operations, of whom approximately 88% are members of trade unions or employee associations.

    Labor costs are significant for FWGR, constituting 20% of FWGR’s production costs for fiscal year 2023 (2022: 21%). As of June 30, 2023, our FWGR operations provided full-time employment for 153 employees while our main service providers deployed an additional 299 employees to our operations, of whom approximately 95% are members of trade unions or employee associations. We have entered into various agreements regulating wages and working conditions at our mines. Unreasonable wage demands could increase production costs to levels where our operations are no longer profitable. This could lead to accelerated mine closures and labor disruptions. We are also susceptible to strikes by workers from time to time, which result in disruptions to our mining operations.
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    In recent years, labor laws in South Africa have changed in ways that significantly affect our operations. In particular, laws that provide for mandatory compensation in the event of termination of employment for operational reasons and that impose large monetary penalties for non-compliance with the administrative and reporting requirements of affirmative action policies could result in significant costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs or alter our relationship with our employees. Labor cost increases could have an adverse effect on our business, operating results and financial condition.
    
    Labor unrest could affect production.

    During March 2022 to June 2022 there was strike action by staff at the Sibanye-Stillwater gold mines adjacent to FWGR. FWGR’s gold bars are smelted at Sibanye-Stillwater’s Driefontein plant. This resulted in Ergo having to smelt FWGR gold on their behalf. Such events at our operations or at our reclamation sites has in the past and could in future have an adverse effect on our business, operating results and financial condition.

    We use a third party service provider for the management of our reclamation sites as well as on our Brakpan/Withok TSF and Driefontein 4 TSF. Any labor unrest or other significant issue at this third party service provider may impact the operation of this facility.
    
    Strike action and intimidation at mining operations adjacent to our FWGR mining operations could have an adverse effect on our business, operating results and financial condition.

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

South African law provides for exchange control regulations, which restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Eswatini, known collectively as the Common Monetary Area (the “CMA”). The Exchange Control Department of the South African Reserve Bank, or SARB, is responsible for the administration of exchange control regulations. In particular, South African companies:
•are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the SARB;
•are generally required to repatriate, to South Africa, profits of foreign operations; and
•are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business.

    While the South African Government has relaxed exchange controls in recent years, South African companies remain subject to restrictions on their ability to deploy capital outside of the CMA and it is difficult to predict whether such relaxation of controls will continue in the future. As a result, DRDGOLD’s ability to raise and deploy capital outside the CMA is restricted. These restrictions could hinder DRDGOLD’s financial and strategic flexibility, particularly its ability to fund acquisitions, capital expenditures and exploration projects outside South Africa. For further information see Item 10D. Exchange Controls.

    We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws outside of the United States.

    The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. This includes aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC, increased enforcement activity by non- U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with the FCPA and other applicable anti-bribery laws. Our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, the employees of any of our businesses, or third party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we would investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits, reputational harm or other restrictions which could disrupt our business and have a material adverse effect on our business, financial condition, results of operations or liquidity.

    We face risks with respect to compliance with the FCPA and similar anti-bribery laws through our acquisition of new companies and the due diligence we perform in connection with an acquisition may not be sufficient to enable us fully to assess an acquired company’s historic compliance with applicable regulations. Furthermore, as we make acquisitions such as the acquisition of FWGR, our post-acquisition integration efforts may not be adequate to ensure our system of internal controls and procedures are fully adopted and adhered to by acquired entities, resulting in increased risks of non-compliance with applicable anti-bribery laws.

Risks related to ownership of our ordinary shares or ADSs

    It may not be possible for you to effect service of legal process, enforce judgments of courts outside of South Africa or bring actions based on securities laws of jurisdictions other than South Africa against us or against members of our board.

Our Company, certain members of our board of directors and executive officers are residents of South Africa. All our assets are located outside the United States and a major portion with respect to the assets of members of our board of directors and executive officers are either wholly or substantially located outside the United States. As a result, it may not be possible for you to effect service of legal process, within the United States or elsewhere including in South Africa, upon most of our directors or officers, including matters arising under United States federal securities laws or applicable United States state securities laws.

Moreover, it may not be possible for you to enforce against us or the members of our board of directors and executive officers’ judgments obtained in courts outside South Africa, including the United States, based on the civil liability provisions of the securities laws of those countries, including those of the United States. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

•the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;
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•the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);
•the judgment has not lapsed;
•the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served with documents initiating proceedings, that he was given a fair opportunity to be heard and that he enjoyed the right to be legally represented in a free and fair trial before an impartial tribunal;
•the judgment was not obtained by fraudulent means;
•the judgment does not involve the enforcement of a penal or revenue law; and
•the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as amended), of South Africa.

    It is the policy of South African courts to award compensation for the loss or damage sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system that does not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law.

    It is doubtful whether an original action based on United States federal securities laws may be brought before South African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for use in South African courts. It may not be possible therefore for an investor to seek to impose liability on us in a South African court arising from a violation of United States federal securities laws.

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

On April 1, 2012, the South African Government replaced Secondary Tax on Companies (then 10%) with a 15% withholding tax on dividends and other distributions payable to shareholders. The dividend withholding tax rate was increased to 20%, effective from February 22, 2017. The withholding tax reduces the amount of dividends or other distributions received by our shareholders. Any further increases in such tax will further reduce net dividends received by our shareholders.

Your rights as a shareholder are governed by South African law, which differs in material respects from the rights of shareholders under the laws of other jurisdictions.

Our Company is a public limited liability company incorporated under the laws of the Republic of South Africa. The rights of holders of our ordinary shares, and therefore many of the rights of our ADS holders, are governed by our memorandum of incorporation and by South African law. These rights differ in material respects from the rights of shareholders in companies incorporated elsewhere, such as in the United States. In particular, South African law significantly limits the circumstances under which shareholders of South African companies may institute litigation on behalf of a company.

Control by principal shareholders could adversely affect our other shareholders.

Sibanye-Stillwater beneficially owns 50.1% of our outstanding ordinary shares and voting power and has the ability to control, our board of directors. Sibanye-Stillwater will continue to have control over our affairs for the foreseeable future, including with respect to the election of directors, the consummation of significant corporate transactions, such as an amendment of our constitution, a merger or other sale of our company or our assets, and all matters requiring shareholder approval. In certain circumstances, Sibanye-Stillwater’s interests as a principal shareholder may conflict with the interests of our other shareholders and Sibanye-Stillwater’s ability to exercise control, or exert significant influence, over us may have the effect of causing, delaying, or preventing changes or transactions that our other shareholders may or may not deem to be in their best interests. In addition, any sale or expectation of sale of some or all the shares held by Sibanye-Stillwater could have an adverse impact on our share price.
Sales of large volumes of our ordinary shares or ADSs or the perception that these sales may occur, could adversely affect the prevailing market price of such securities.

The market price of our ordinary shares or ADSs could fall if substantial amounts of ordinary shares or ADSs are sold by our stockholders, or there is the perception in the marketplace that such sales could occur. Current holders of our ordinary shares or ADSs may decide to sell them at any time. Sales of our ordinary shares or ADSs, if substantial, or the perception that any such substantial sales may occur, could exert downward pressure on the prevailing market prices for our ordinary shares or ADSs, causing their market prices to decline. Trading activity of hedge funds and the ability to borrow script in the marketplace will increase trading volumes and may place our share price under pressure.


ITEM 4. INFORMATION ON THE COMPANY

4A. HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

    DRDGOLD, is a South African domiciled company that holds assets engaged in surface gold tailings retreatment in South Africa including exploration, extraction, processing and smelting.
    
    We are a public limited liability company, incorporated in South Africa on February 16, 1895, as Durban Roodepoort Deep, Limited. On December 3, 2004, the company changed its name from Durban Roodepoort Deep Limited to DRDGOLD Limited. Our operations focus on South Africa's Witwatersrand Basin, which has been a gold producing region for over 120 years.

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    Our shares and/or related instruments trade on the Johannesburg Stock Exchange (“JSE”), the New York Stock Exchange and the A2X.

    Our registered office and business address is Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House, Building 17, Ground Floor, Weltevreden Park, 1709, South Africa. The postal address is P.O. Box 390, Maraisburg, 1700, South Africa. Our telephone number is (+27 11) 470-2600 and our facsimile number is (+27 86) 524-3061. We are registered under the South African Companies Act 71, 2008 under registration number 1895/000926/06. For our ADSs, the Bank of New York Mellon, at 101 Barclay Street, New York, NY 10286, United States, has been appointed as agent.

The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Our internet address is http://www.drdgold.com. The information contained on our website is not incorporated by reference and does not form part of this annual report.

    All of our operations are conducted in South Africa.

    Our operations primarily consist of Ergo and FWGR. Our Ergo operations include the historic Crown operations (which were restructured into Ergo during fiscal year 2012 and have substantially been rehabilitated as at the end of fiscal year 2018). East Rand Proprietary Mines Limited's (“ERPM”) underground mining infrastructure was under care and maintenance up to this reporting date. The decommissioning and rehabilitation of the last remaining underground mining infrastructure was completed in fiscal year 2021.

ERGO

    Ergo was formed in June 2007. Ergo is the surface tailings retreatment operation which consists of what was historically the Crown Gold Recoveries Proprietary Limited (“Crown”), ERPM Cason Dump operation and the Ergo Gold business units. On July 1, 2012, Ergo acquired the mining assets and certain liabilities of Crown and all the surface assets and liabilities of ERPM as part of the restructuring of our surface operations.

    Capital expenditure for the Ergo projects is mainly financed through operational cash flows while financing for significant growth projects may be obtained through specific financing arrangements, if required.

Brakpan/Withok TSF final life design
    
    The Brakpan/Withok final life design is the engineering design that ultimately brings the tailings storage facility to its finality in terms of extent, operation, rehabilitation and management. The implemented final design would result in alignments with the Global Industry Standard on Tailings Management (“GISTM”) and regulatory bodies, increase deposition capacity, improve operation/management and bring about the sustainable closure of the facility.

Updated designs for the final stage of the Brakpan/Withok TSF are being reviewed, in anticipation of submission to the DWAS Dam Safety Office by the end of fiscal year 2024. The final life design will include the build of a synthetic barrier system in place for ground water protection. The Ergo life of mine is 19 years.

For further information on other capital investments, divestures, capital expenditure and capital commitments, see Item 4D. Property, Plant and Equipment, and Item 5B. Liquidity and Capital Resources.

FWGR

    On July 31, 2018, we acquired certain gold surface processing assets and tailing storage facilities that included Driefontein 3 and 5, Kloof 1, Venterspost North and South, Libanon, Driefontein 4, Driefontein 2 plant, Driefontein 3 plant, WRTRP pilot plant, and the land owned by Sibanye-Stillwater that was earmarked for the future development of a central processing plant, regional tailings storage facility and return water dam (together, the “WRTRP Assets”) associated with Sibanye-Stillwater’s WRTRP, subsequently renamed FWGR. This acquisition represented a significant increase in our assets. In connection with the acquisition, we issued to Sibanye-Stillwater new shares equal to 38.05% of outstanding shares and granted Sibanye-Stillwater an option to acquire up to a total of 50.1% of our shares within a period of 2 years from the effective date of the acquisition at a 10% discount to the prevailing market value. On January 8, 2020, Sibanye-Stillwater exercised the option and on January 22, 2020 subscribed for 168,158,944 DRDGOLD shares at an aggregate subscription price of R1,086 million, (R6.46 per DRDGOLD share).

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


FWGR Phase 1

Phase 1 involved the reclamation of the Driefontein 5 dump through a reconfigured Driefontein 2 plant and deposition onto the Driefontein 4 tailings storage facility. The Driefontein 4 tailings storage facility was an upstream day-wall dam with a capacity of approximately 200,000 tonnes per month. In order to increase the deposition capacity to 500 000 tonnes per month, the conversion of this dam to cyclone deposition commenced in fiscal year 2019. The conversion has been completed and this allows a deposition capacity of 500,000 tonnes per month until at least the end of calendar year 2026.

Although the Phase 1 upgrade of the Driefontein 2 Plant was essentially complete by the end of fiscal year 2019, a decision was made to bypass the mill so that further improvements to the mill liner configuration could be made. These modifications were successfully completed, and the mill was recommissioned in September 2019. A further upgrade to convert the mill to closed circuit from the open circuit to improve the grind of the material and yield more gold was completed in fiscal year 2021. A new thickener was commissioned in November 2021. The conversion yielded better grind of material with a concomitant improvement in leaching conditions and gold recovery, lower maintenance costs and increased water storage capacity in the current thickeners.

The material being reclaimed by FWGR contains high levels of copper which incurs penalty refining charges of between 1% and 5% during final refining by Rand Refinery depending on the copper content of the bullion delivered. FWGR has been allocated 98% of its gold production with 2% lost to these penalty refining charges due to the high levels of copper in the bullion delivered. To reduce these penalty refining charges, FWGR constructed and commissioned a copper elution plant at a cost of approximately R12 million during fiscal year 2021.
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On average, the plant resulted in an additional 1.2kg of gold per month which would otherwise have been lost due to penalty refining charges for the copper in its bullion.

FWGR Phase 2 expansion

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

Phase 2 initially included the construction of a new Central Processing Plant (“CPP”) with a capacity of between 1.2 to 2.4 million tonnes per month and the equipping of the required reclamation sites and pipeline infrastructure to supply the relevant resources to the CPP. A decision was made for the expansion of DP2 rather than the construction of the CPP. The capital spent on final design work for the CPP, is also applicable to the expansion of DP2.

Phase 2 also includes the construction of a new RTSF, that we believe is necessary in order to develop FWGR as envisaged by management, the new RTSF is expected to be capable of processing 2.4 million tonnes per month with a maximum capacity of approximately 800 million tonnes. Delays in obtaining regulatory approval have affected the previously reported expected dates of the construction. An amended design of the RTSF was submitted to the Department of Water and Sanitation during FY2023. The amended design includes the build of a synthetic barrier system in place for ground water protection and a combined centre line/downstream dam wall in the early stages of the facility.

The Definitive Feasibility Study (“DFS”) for Phase 2 was completed in the 3rd quarter of fiscal year 2021 and the project was found to be economically viable in a number of scenarios.
We engaged an external consultant, Sound Mining (consultants to the mining industry specializing in surface and underground operations) to perform an independent review of the available information and studies that have been performed regarding the Phase 2 expansion project. These included:
•DFS performed by DRA Global (“DRA”) (An engineering consulting company) regarding the construction of the CPP and related pumping and pipeline infrastructure;
•Detail design of a new RTSF performed by Beric Robinson (engineer of record) and related capital costing performed by DRA;
•Reviews of the explorations data base, Mineral Resource and Reserve estimates of FWGR assets and other future potential assets such as battery metals, uranium and other gold West Rand metal resources;
•Legal tenure, permitting, environmental and compliance status; and
•Economic analysis of the projects.

Based on currently available information, the Company believes that there are no material technical or geo-metallurgical risks that could significantly impact the production forecasts.

Risks associated with the Phase 2 project include obtaining regulatory approval of the amended design of the RTSF, which was submitted to the DWAS. Delays in obtaining such regulatory approval may have an adverse impact on the project timeline and capital cost estimate. We engaged the services of an external expert to assist us with engaging with the DWAS and these discussions are currently ongoing. Presentations were conducted to provide the regulator with the technical and scientific reasons for the changes to the design of the RTSF. It is anticipated that construction of the RTSF will commence in second half fiscal year 2024, dependent on regulatory approval. The plant construction is anticipated to commence 6 to 9 months later.

Financing for significant growth projects may be obtained through specific financing arrangements if required. Capital expenditure for FWGR Phase 1 was financed through our RCF (Refer to Item 18. “Financial Statements - Note 20 – Capital Management). Significant financing is required for the Phase 2 expansion which is expected to be financed through a combination of cash resources, operational cash flows and facilities as may be determined. Capital expenditure for other projects is mainly financed through operational cash flows and cash resources.

For further information on other capital investments, divestures, capital expenditure and capital commitments, see Item 4D. Property, Plant and Equipment, and Item 5B. Liquidity and Capital Resources.

ERPM

    ERPM was acquired in October 2002 and consists of an underground mine which has been under care and maintenance since fiscal year 2009. Underground mining at ERPM was halted in October 2008. On July 1, 2012, ERPM sold its surface mining assets and its 65% interest in ErgoGold to Ergo in exchange for shares in Ergo as part of the restructuring of our surface operations.

    In December 2018, ERPM concluded revised agreements to dispose certain of its underground assets to OroTree Limited (“Orotree”). The disposal of the underground mining and prospecting rights were concluded in the second half of the financial year ended June 30, 2019. Orotree did not exercise an option to purchase the underground mining infrastructure.

    In fiscal 2021, ERPM completed the decommissioning and rehabilitation of the last remaining underground mining infrastructure, being the Far East Vertical Shaft.

Crown

    Crown was acquired on September 14, 1998. Due to the depletion of ore reserves in the western Witwatersrand, the Crown plant ceased operation in March 2017 and since then substantially rehabilitated.


4B. BUSINESS OVERVIEW

We are a South African company that holds assets engaged in surface gold tailings retreatment including exploration, extraction, processing and smelting. Our surface tailings retreatment operations, including the requisite infrastructure and metallurgical processing plants, are located in South Africa.
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Our operating footprint is unique in that it involves some of the largest concentration of gold tailings deposits in the world, situated within the city boundaries of Johannesburg and its suburbs and the far west rand of the province of Gauteng.

    DRDGOLD has arranged its operations into two wholly owned entities covering their East Rand (east of Johannesburg) and far West Rand (far west of Johannesburg) businesses. The East Rand operations are run by Ergo and the West Rand operations by FWGR. A detailed overview of the operations is provided under Item 4D. Property, Plant and Equipment and in the Technical Report Summary attached as exhibits in this annual report.

DRDGOLD’s long-term goal is to extract as much gold from its assets as possible, in a sustainable and economically viable manner. To a large extent this depends on how effectively it continues to manage its capitals. DRDGOLD uses sustainable development to direct its strategic thinking. We seek sustainable benefits in respect to financial, manufactured, natural, social and human capitals, each of which is essential to our operations. Our mining operations are dependent on electrical power supplied by Eskom. Due to insufficient generating capacity, South Africa has faced significant disruptions in electricity supply in the past and we have occasionally suffered power outages or shortages as a result. Such power outages or shortages may lead to interruptions in our production. To help address these potential shortages and avoid the potential impact that insufficient electricity supplies may have on our mining operations, we have moved forward with our Solar Plant to reduce our reliance on Eskom and the future cost of electricity. Please see “Item 4D. Property, Plant and Equipment – Capital Expenditure - Ergo” and “Item 18. Financial Statements – Note 24 – Payments made under protest” for further discussion related to shortages in electricity.

    We also aim to align and overlap the interests of each of these capitals in such a manner that an investment in any one translates into value-added increases in as many of the others as possible. We therefore seek to achieve an enduring and harmonious alignment between them, and we pursue these criteria in the feasibility analysis of each investment. We intend to explore opportunities made possible by technology, which could entail further investment in research and development (“R&D”) to improve gold recoveries even further over the long term.

    During the fiscal years presented in this Annual Report, all of our operations took place in one geographic region, namely South Africa. For a breakdown of revenue by operation, please see "Item 18. Financial Statements – Note 23 – Operating Segments."

Description of Our Mining Business

Surface tailings retreatment

    Surface tailings retreatment involves the extraction of gold from old mine dumps and slimes dams, comprising the waste material from earlier underground gold mining activities. This is done by reprocessing sand dumps and slimes dams. Sand dumps are the result of the less efficient stamp-milling process employed in earlier times. They consist of coarse-grained particles which generally contain higher quantities of gold. Sand dumps are reclaimed mechanically using front end loaders that load sand onto conveyor belts. The sand is fed onto a screen where water is added to wash the sand into a sump, from where it is pumped to the plant. Most sand dumps have already been retreated using more efficient milling methods. Lower grade slimes dams were the product of the “tube and ball mill” recovery process. The economic viability of processing this material has improved due to improved treatment methods such as the treatment of large volumes of this material. The material from the slimes dams is broken down using monitor guns that spray jets of high pressure water at the target area. The resulting slurry is then pumped to a treatment plant for processing.

Exploration

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

Our Metallurgical Plants and Processes

    A detailed review of the metallurgical plants and processes is provided under Item 4D. Property, Plant and Equipment.

Gold Market

    The gold market is relatively liquid compared to other commodity markets, and the price of gold is quoted in US dollars. Physical demand for gold is primarily for manufacturing purposes, and gold is traded on a world-wide basis. Refined gold has a variety of uses, including jewelry, electronics, dentistry, decorations, medals and official coins. In addition, central banks, financial institutions and private individuals buy, sell and hold gold bullion as an investment and as a store of value.

The use of gold as a store of value and the large quantities of gold held for this purpose in relation to annual mine production have meant that historically the potential total supply of gold has been far greater than demand. Thus, while current supply and demand play some part in determining the price of gold, this does not occur to the same extent as in the case of other commodities. Instead, the gold price has from time to time been significantly affected by macro-economic factors such as expectations of inflation, interest rates, exchange rates, changes in reserve policy by central banks and global or regional political and economic crises. In times of inflation and currency devaluation or economic uncertainty gold is often seen as a safe haven, leading to increased purchases of gold and support for its price.

Although the impact of the COVID-19 pandemic has reduced and gold prices have marginally decreased, the average gold price for fiscal year 2023 remained high due to continued economic uncertainty as the global economies attempt to recover from all the after effects of COVID-19 and the conflict in Ukraine, as well as rapidly rising inflation. In addition, we were impacted by movements in the exchange rate of the rand against the dollar as described below.

We generally take full exposure to the US dollar spot price of gold and rand/dollar exchange rate. The higher the gold price, the higher our profit margin and vice versa, subject to exchange rate fluctuations.

The average gold spot price decreased by 0.2% from $1,834 per ounce to $1,831 per ounce during fiscal year 2023 after having decreased by 1% from $1,850 per ounce to $1,834 per ounce during the fiscal year 2022 and having increased by 18% from $1,562 per ounce to $1,850 per ounce during the fiscal year 2021.
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As a result, the average gold price received by us in rands for fiscal year 2023 increased by 16% to R1,041,102 per kg compared to the previous year at R894,409 per kg and for fiscal year 2022 decreased by 3% to R894,409 per kg compared to the previous year at R917,996 per kg. The increase in the gold price received contributed to a 7% increase in our total revenue for fiscal year 2023 amounting to R5,496.3 million (2022: R5,118.5 million and 2021: R5,269.0 million). All our revenue is generated from our operations in South Africa.

    Looking ahead we believe that the global economic environment, including escalating sovereign and personal levels of debt, economic volatility and the oversupply of foreign currency, will continue to make gold attractive to investors. The supply of gold has shrunk in recent years and is likely to shrink even more due to the significantly reduced capital expenditure and development occurring in the sector. We believe that this, coupled with global economic uncertainty, is likely to provide support to the gold price in the long term.

    Until April 11, 2022, all gold we produced was sold on our behalf by Rand Refinery Proprietary Limited (Rand Refinery) in accordance with a refining agreement entered into in October 2001 and updated in July 2018. The sales price was fixed at the London afternoon fixed dollar price on the day the gold was delivered to the buyer. Before November 2020, the dollar proceeds sold were remitted to us within two days at which date the dollars were sold. Since November 2020 up to April 11, 2022, the dollars are also sold on the day the gold is delivered to the buyer. After April 11, 2022, gold is sold directly to South African Bullion banks after being refined to the required purity by Rand Refinery. The Group recognizes revenue from the sale of gold at a point in time when the gold is delivered to the South African Bullion bank on an agreed upon date, gold price and exchange rate. The gold bars which we produce consist of approximately 85% gold, 7-8% silver and the remaining balance comprises copper and other common elements. The gold bars are sent to Rand Refinery for assaying and final refining where the gold is purified to 99.9% and cast into troy ounce bars of varying weights. In exchange for this service, we pay Rand Refinery a variable refining fee and administration fees and up to April 11, 2022, a fixed marketing charge. We own 11.3% (fiscal year 2022 and 2021: 11.3%) of Rand Refinery.

Governmental regulations and their effects on our business

Common Law Mineral Rights and Statutory Mining Rights

    Prior to the introduction of the Minerals and Petroleum Resources Development Act, or MPRDA in 2002, ownership in mineral rights in South Africa could be acquired through the common law or by statute. With effect from May 1, 2004, all minerals have been placed under the custodianship of the South African government under the provisions of the MPRDA and old order proprietary rights were required to be converted to new order rights of use within certain prescribed periods, as dealt with in more detail below. Mine dumps created before the MPRDA became lawful outside of the MPRDA and do not require a mining license to be processed nor do they require the extensive rehabilitation and closure guarantees that are a feature of the MPRDA. Many of the activities to re-process a mine dump do fall under the provisions of the National Environmental Management Act though, which requires at it most basic the compilation and submission of an Environmental Impact Assessment.

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

    Existing old order rights were required to be converted into new order rights in order to ensure exclusive access to the mineral for which rights existed at the time of the enactment of the MPRDA. In respect of used old order mining rights, the DMRE is obliged to convert the rights if the applicant complies with certain statutory criteria. These include the submission of a mining works program, demonstrable technical and financial capability to give effect to the program, provision for environmental management and rehabilitation, and compliance with certain black economic empowerment criteria and an adequate social and labor plan. These applications had to be submitted within five years after the promulgation of the MPRDA on May 1, 2004. Similar procedures apply where we hold prospecting rights and a prospecting permit and conduct prospecting operations. Under the MPRDA mining rights are not perpetual. Upon being granted by the Minister of Mineral Resources and Energy, through the ambit of the DMRE, they remain valid for a fixed period, namely a maximum period of thirty years, after which they may be renewed for a further period of thirty years. Prospecting rights are limited to a maximum period of five years, with one further period of renewal of three years. Applications for conversion of our old order rights were submitted to the DMRE within the requisite time periods. As at June 30, 2023 and September 30, 2023 respectively, all of our Ergo operation’s old order mining rights have been converted into new order rights in terms of the MPRDA and applications to renew the converted new order mining rights have been lodged timeously.

The Broad-Based Socio-Economic Empowerment Charter

    In order to promote broad based participation in mining revenue, the MPRDA provides for a Mining Charter to be developed by the MRE Minister within six months of commencement of the MPRDA beginning May 1, 2004 and was subsequently amended in September 2010. It is used as an instrument to achieve mutually symbiotic sustainable growth and broad based and meaningful transformation of the mining and mineral industry.

The Mining Charter sets certain goals on equity participation (amount of equity participation and time frames) by historically disadvantaged South Africans of South African mining assets. It recommends that these are achieved by, among other methods, disposal of assets by mining companies to historically disadvantaged persons on a willing seller, willing buyer basis at fair market value. The goals set by the Mining Charter require each mining company to achieve 15 percent ownership by historically disadvantaged South Africans of its South African mining assets within five years and 26 percent ownership by May 1, 2014. It also sets out guidelines and goals in respect of employment equity at management level with a view to achieving 40 percent participation by historically disadvantaged persons in management and ten percent participation by women in the mining industry, each within five years from May 1, 2004. Compliance with these objectives is measured on the weighted average “scorecard” approach in accordance with a scorecard which was first published around August 2010. In April 2018, judgment was handed down by the Gauteng Division of the High Court in Pretoria against a provision in the 2010 Mining Charter regarding the “once empowered always empowered” principle.” This principle refers to whether a mining company, after the exit of a Black partner that held a stake in the company consequent to a result of a BEE transaction, continues to be BEE compliant. The judgment was appealed by the DMRE. The DMRE in August 2020, withdrew their notice to appeal to the Supreme Court of Appeal in respect of the judgment issued in April 2018 by the Pretoria High Court.


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     The Mining Charter and the related scorecard are not legally binding and, instead, simply state a public policy. However, the DMRE places significant emphasis on the compliance therewith. The Mining Charter and scorecard have a decisive effect on administrative action taken under the MPRDA.

    In recognition of the Mining Charter’s objectives of transforming the mining industry by increasing the number of black people in the industry to reflect the country’s population demographics, to empower and enable them to meaningfully participate in and sustain the growth of the economy, thereby advancing equal opportunity and equitable income distribution, we have achieved our commitment to ownership compliance with the MPRDA through our historic black economic empowerment structures which have subsequently unwound.

    The mining industry in South Africa is extensively regulated through legislation and regulations issued by government’s administrative bodies. These involve directives with respect to health and safety, mining and exploration of minerals, and managing the impact of mining operations on the environment. A change in regulatory or government policies could adversely affect our business.

    On June 15, 2017, the Reviewed Broad-Based Black Economic Empowerment Charter for the South African Mining and Minerals Industry, 2017 (“2017 Mining Charter”) was published in the Government Gazette No. 40923 of Government Notice.581. The publication of the charter was met with widespread criticism and on June 26, 2017 the Minerals Council of South Africa (previously Chamber of Mines of South Africa), applied to the Gauteng Local Division of the High Court of South Africa, Johannesburg for an urgent interdict to prevent the charter from implementation.

Key provisions included:

•50% Black ownership for new prospecting rights;
•30% Black ownership for mining rights (up to 11% offset for local beneficiation)
    •    For new mining rights to be issued, the provision for 1% of Earnings Before Interest, Taxes, Depreciation and Amortisation (“EBITDA”) is paid to communities and employees as a trickle dividend from the sixth year of a mining right until dividends are declared or at any point in a 12-month period where dividends are not declared

        On February 2016, The President of South Africa announced that a new mining charter would be developed and will follow a process which includes all stakeholders. The Minerals Council of South Africa subsequently postponed its court application in respect of the 2017 Mining Charter.

    On September 27, 2018 the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018 (“Mining Charter 2018”) was published in Government Gazette No. 41934 of Government Notice No. 639 on September 27, 2018 superseding and replacing all previous charters, including Mining Charter III.

    Mining Charter 2018 requires an enduring 30% BEE interest in respect of new mining rights. It also has extensive provisions in respect of HDP representation at board and management, as well provisions relating to local procurement of goods and services. The procurement target of the total spend on services from South African companies has been set at 80% (up from 70% in Mining Charter III) and 60% of the aggregate spend thereof must be apportioned to BEE entrepreneurs.

    Key provisions of Mining Charter 2018 are:
•    the conditional acceptance of the continued consequences of previous compliance of the BEE ownership threshold of 26% in respect of existing mining rights;
•    of the 30% HDP ownership component, qualifying employees and communities are each to hold a 5% carried interest (as opposed to a free carry interest as per Mining Charter III) the cost of which may be recovered by the mining right holder from the development of the asset. the community interest in turn may be offset by way of an equity equivalent;
•    removal of the so-called 1% of EBITDA trickle dividend provided for in the 2017 Mining Charter; and
•    the removal of provisions requiring community and employee representation at board level.
•    that the continuing consequences of HDP ownership are not recognized for transfers of mining rights; and
•    that a top up of HDP ownership back to 30% is required for the renewal of existing rights.

    Subsequently, several notable developments have occurred:

     In March 2019, the Mineral Council of South Africa brought an application in the Gauteng Division of the High Court for a judicial review and setting aside of certain provisions in Mining Charter 2018.

    In June 2020, the same court ordered the Minerals Council of South Africa to join parties representing communities, trade unions and BEE entrepreneurs as a prerequisite to the continuation of the lawsuit, as they have a direct and substantial interest in the outcome of the litigation.

    On September 21, 2021, the Gauteng Division of the High Court ruled that Mining Charter 2018 is not binding subordinate legislation but an instrument of policy. This ruling affirmed that the MRE Minister was not entitled to make law through the Mining Charter 2018 to require 30% HDP ownership for the renewal of existing mining rights.

    On November 23, 2021, the MRE Minister confirmed that the MRE Ministery will not appeal the ruling made by the Gauteng Division of the High Court of South Africa.

Mine Health and Safety Regulation

The South African Mine Health and Safety Act, 1996 (as amended), or the Mine Health and Safety Act (“MHSA”), came into effect in January 1997. The principal objective of the MHSA is to improve health and safety at South African mines by inter alia, providing for effective monitoring of health and safety conditions and the enforcement of health and safety measures at our mines. To this end, the MHSA imposes various duties on us at our mines and grants the authorities broad powers to, among other things, close unsafe mines and order corrective action relating to health and safety matters. In the event of any future accidents at any of our mines, regulatory authorities could take steps which could increase our costs and/or reduce our production capacity.
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The Act was amended in 2009 and the amendments to the Act dealt with inter alia the stoppage of production and increased punitive measures including increased financial fines and legal liability of mine management. Some of the more important provisions in the 2009 amendment bill are the insertion of section 50(7A) that places an obligation on an inspector to impose a prohibition on the further functioning of a site where a person’s death, serious injury, illness to a person or a health threatening occurrence has occurred; a new section 86A(1) creating a new offence for any person who contravenes or fails to comply with the provisions of the MHSA thereby causing a person’s death, serious injury or illness to a person. Subsection (3) further provides that (a) the “fact that the person issued instructions prohibiting the performance or an omission is not in itself sufficient proof that all reasonable steps were taken to prevent the performance or omission”; and that (b) “the defense of ignorance or mistake by any person accused cannot be permitted”; or that (c) “the defense that the death of a person, injury, illness or endangerment was caused by the performance or an omission of any individual within the employ of the employer may not be admitted”; section 86A(2) creating an offence of vicarious liability for the employer where a Chief Executive Officer, manager, agent or employee of the employer committed an offence and the employer either connived at or permitted the performance or an omission by the Chief Executive Officer, manager, agent or employee concerned; or did not take all reasonable steps to prevent the performance or an omission. The maximum fines were also increased. Any owner convicted in terms of section 86 or 86A may be sentenced to “withdrawal or suspension of the permit” or to a fine of R3 million or a period of imprisonment not exceeding five years or to both such fine and imprisonment, while the maximum fines for other offences and for administrative fines have all been increased, with the highest being R1 million.

    Under the South African Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), or COID Act, employers are required to contribute to a fund specifically created for the purpose of compensating employees or their dependents for disability or death arising in the course of their work. Employees who are incapacitated in the course of their work have no claim for compensation directly from the employer and must claim compensation from the COID Act fund. Employees are entitled to compensation without having to prove that the injury or disease was caused by negligence on the part of the employer, although if negligence is involved, increased compensation may be payable by this fund. The COID Act relieves employers of the prospect of costly damages but does not relieve employers from liability for negligent acts caused to third parties outside the scope of employment. In fiscal year 2023, we contributed approximately R6.1 million under the COID Act (2022: R5.9 million and 2021: R4.3 million) to a multi-employer industry fund administered by Rand Mutual Assurance Limited.

    Under the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the multi-employer fund pays compensation to employees of mines performing “risk work,” usually in circumstances where the employee is exposed to dust, gases, vapors, chemical substances or other working conditions which are potentially harmful, or if the employee contracts a “compensatable disease,” which includes pneumoconiosis, tuberculosis, or a permanent obstruction of the airways. No employee is entitled to benefits under the Occupational Diseases Act for any disease for which compensation has been received or is still to be received under the COID Act. These payment requirements are based on a combination of the employee costs and claims made during the fiscal year.

    Uranium and radon are often encountered during the ordinary course of gold mining operations in South Africa, and present potential risks for radiation exposure of workers at those operations and the public to radiation in the nearby vicinity. We monitor our uranium and radon emissions for compliance with all local laws and regulations pertaining to uranium and radon management and under the current legislative exposure limits prescribed for workers and the public, under the Nuclear Energy Act, 1999 (as amended) and Regulations from the National Nuclear Regulator.

Environmental Regulation

Managing the impact of mining on the environment is extensively regulated by statute in South Africa. Recent statutory enactments set compliance standards both generally, in the case of the National Environmental Management Act, and in respect of specific areas of environment impact, as in the case of the Air Quality Act 2004, the National Water Act (managing effluent), and the Nuclear Regulator Act 1999. Liability for environmental damage is also extended to impose personal liability on managers and directors of mining corporations that are found to have violated applicable laws.
The impact on the environment by mining operations is extensively regulated by the MPRDA. The MPRDA has onerous provisions for personal liability of directors of companies whose mining operations have an unacceptable impact on the environment.
Mining companies are also required to demonstrate both the technical and financial ability to sustain an ongoing environmental management program, or EMP, and achieve ultimate rehabilitation, the particulars of which are to be incorporated in an EMP. This program is required to be submitted and approved by the DMRE as a prerequisite for the issue of a new order mining right. Various funding mechanisms are in place, including trust funds, guarantees and concurrent rehabilitation budgets, to fund the rehabilitation liability.
The MPRDA imposes specific, ongoing environmental monitoring and financial reporting obligations on the holders of mining rights.

    We believe that our environmental risks have been addressed in EMPs which have been submitted to the DMRE for approval. Additionally, key environmental issues have been prioritized and are being addressed through active management input and support as well as progress measured in terms of activity schedules and timescales determined for each activity.

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

    Financial Provision for Rehabilitation

We are required to make financial provision for the cost of mine closure and post-closure rehabilitation, including monitoring once the mining operations cease. This can be done through the use of rehabilitation trusts or through financial guarantees issued to the DMRE. During fiscal year 2022, a change in method was decided upon as providing for environmental rehabilitation from funding in a specific rehabilitation trust to financial guarantees which is an allowed method in terms of the National Environmental Management Act. The financial guarantees are issued through approved insurance products from Guardrisk Insurance Company Limited (“GICL”). All the required approvals for the change in method and transfer of the rehabilitation trust funds were obtained from the DMRE and a thorough consideration of tax and legal impacts were completed prior to the funds being transferred to GICL directly from the rehabilitation trust where the funds were previously held. As of June 30, 2023, we held a total of R630.6 million (2022: R589.8 million) in funds held in insurance instruments after the transfer, of R579.5 million from the rehabilitation trusts was completed in fiscal 2022.
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As at June 30, 2023 guarantees amounting to R951.8 million (2022: R614.0 million) were issued to the DMRE. As of June 30, 2023, subsequent to the transfer to GICL, the balance in the rehabilitation trust was R nil (2022: R nil million).

    The provision for environmental rehabilitation for the group was R562.1 million at June 30, 2023, compared to R517.7 million at June 30, 2022.

    New Financial Provisioning Regulations (“FPR”) were promulgated on November 20, 2015 under the National Environmental Management Act, 107 of 1998 (“NEMA”) by the Department of Forestry, Fisheries and the Environment (“DFFE”). Under the FPRs to be implemented by the DMRE, existing environmental rehabilitation trust funds, of which DRDGOLD has Rnil million, may be used only for post closure activities and may no longer be utilized for their intended purpose of concurrent and final rehabilitation on closure. As a result, new methods for provisions will have to be made for these activities.

    Several further proposed amendments to the FPRs, (“Proposed Amendments”) were published subsequently. The latest Proposed Amendments were published in August 2021 which, inter alia, extends the compliance with these regulations to three months following the fiscal year end June 30, 2023.

    The Proposed Amendments, in their current form and which are still subject to the approval of the DMRE and Treasury, allow under certain circumstances for the withdrawal against financial provision (which is currently not contemplated in the FPR). It is therefore uncertain whether these provisions relating to withdrawal will remain in their current form, or at all.

    Regulation 5(4) of the Proposed Amendments states that the determination of financial provision must be undertaken by a specialist, which according to the definitions listed in the Proposed Amendments is an “independent person”. Regulation 10 of the Proposed Amendments further requires the annual review and re-assessment of financial provision by an independent specialist, which in terms of Regulation 11 of the Proposed Amendments must also be audited by an independent auditor. The Proposed Amendments do not require that the annual review and re-assessment of financial provision be audited by a financial auditor.
4C. ORGANIZATIONAL STRUCTURE

    The following chart shows our principal subsidiaries as of June 30, 2023 and as of September 30, 2023 respectively. All of our subsidiaries are incorporated in South Africa. Our voting interest in each of our subsidiaries are equal to our ownership interests. We hold the majority of our subsidiaries directly or indirectly as indicated below. Refer to Exhibit 8.1 for a list of our significant subsidiaries.

ownershipdiagramm_updateda.jpg
1    Sibanye Gold Proprietary Limited trading as Sibanye-Stillwater.
2    Includes shareholding by subsidiary, EMO of 0.45% and shareholding by directors of the Company of 0.15%. Such shareholding is classified as non-public.
Ergo was previously owned by Ergo Mining Operations (Proprietary) Limited (EMO). EMO was 74% owned by DRDGOLD Limited and 26% by our broad-based black economic empowerment (BBBEE) partners – Khumo Gold SPV Proprietary Limited (Khumo) and the DRDSA Empowerment Trust. In FY2015, an agreement with our BBBEE partners entailing a roll-up of shareholding included the substitution of their 26% shareholding in EMO for 8.1% and 2.4% shareholding in DRDGOLD Limited respectively. At 30 June 2023, Khumo and the DRDSA Empowerment Trust held nil shares in DRDGOLD.

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4D. PROPERTY, PLANT AND EQUIPMENT

Description of Significant Subsidiaries' Properties and Mining Operations

Mineral Reserves and Mineral Resources summary disclosures

    The financial and technical assumptions underlying the Mineral Resources and Mineral Reserves estimations contained in this report and in the Technical Report Summary or Summaries (“TRSs”) included as exhibits in this report are current as at June 30, 2023, the period covered by each of the respective reports. Such assumptions rely on various factors that may change after the reporting period, including as a result of operational reviews which the Company undertakes from time to time and when necessary. The TRSs which are filed as exhibits to this report in accordance with Item 601(86) and Item 1300 of Regulation S-K have been prepared by the Qualified Persons named therein'.
    In South Africa, we are legally required to publicly report Mineral Reserves and Mineral Resources in compliance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, or SAMREC Code. South Africa is a member of CRIRSCO.    

The following information is detailed for material properties of the Companies in Item 4D:
•History of operations
•Summary of operations
•Properties and location
•Geology
•Mining method
•Mineral Processing and Recovery Methods
•Infrastructure
•Exploration
•Environmental and Closure Aspects
•Water usage and reduction in use of potable water
•Water pollution
•Environmental rehabilitation closure providing and funding
•Legal aspects and permitting
•Production
•Capital Expenditure
•Risks inherent in estimates

History of operations

    For a detailed review of the history of the operations, refer to Item 4A. History and development of the Company.

Summary of operations

    DRDGOLD owns 100% of Ergo and 100% of FWGR. Both are managed surface tailings retreatment operations producing gold. Ergo operates across central and east Johannesburg, within the Gauteng Province and FWGR in Carletonville on the far West Rand of the Gauteng Province. In order to improve synergies, effect cost savings and establish a simpler group structure, DRDGOLD restructured the Group’s surface operations (Crown, ERPM’s Cason Dump surface operation and ErgoGold) into Ergo with effect from July 1, 2012. On July 31, 2018, DRDGOLD acquired WRTRP Assets, which are surface gold processing assets and tailing storage facilities associated with Sibanye-Stillwater’s WRTRP, and subsequently renamed it FWGR.

    DRDGOLD also owns 100% ERPM. In December 2018, ERPM concluded revised agreements to dispose certain of its underground assets to OroTree Limited (“OroTree”) which included the disposal of ERPM’s underground mining and prospecting rights. Underground mining infrastructure was not sold. ERPM’s underground gold mining infrastructure is under care and maintenance.

    At June 30, 2023, Ergo employed 744 full-time employees. In addition, specialist service providers deployed a further 1856 employees to our operations bringing the total number of in-house and outsourced employees to 2,600 at June 30, 2023 (at June 30, 2022: 2,440; at June 30, 2021: 2,266). At June 30, 2023, FWGR employed 153 full-time employees. In addition, specialist service providers deployed a further 299 employees to our operations bringing the total number of in-house and outsourced employees to 452 at June 30, 2023 (at June 30, 2022: 491; at June 30, 2021: 497).

DRDGOLD has numerous Surface, Mining and Prospecting Rights and ownership of the surface rights and mine dumps vests in various legal entities. All required operating permit and licenses have been obtained and are in good standing with the regulators. More detailed information on the various properties mineral tile can be found under the “Legal aspects and permitting” here below.

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Below is geographical representation of the location on Ergo and FWGR within South Africa:
item4b_geographical002a.jpg

Summary of production

The following table sets out aggregate production for Ergo and FWGR for the last three fiscal years:
Total aggregate gold production 2023 2022 2021
Gold produced (ounces) 169,820 183,902 183,999
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DRDGOLD's summary Mineral Resources (Exclusive of Mineral Reserves) are set forth in the tables below:
Mineral Resources (Exclusive of Mineral Reserves) as of June 30, 2023
Measured Resources Indicated Resources Inferred Resources Total
Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content
(mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes)
Ergo 66.04 0.26 0.55 17.17 375.41 0.25 3.06 93.85 21.32 0.24 0.16 5.12 462.77 0.27 3.77 116.14
FWGR 1
Total 66.04 0.26 0.55 17.17 375.41 0.25 3.06 93.85 21.32 0.24 0.16 5.12 462.77 0.27 3.77 116.14
1 Mineral Resources when stated exclusive of Mineral Reserves amount to zero for FWGR, because all of the Mineral Resources will be exploited and converted to Mineral Reserves
2 For the fiscal year ended June 30, 2023, Mineral Resources increased by approximately 1% (2022: 3.73m ozs). The increase in Mineral Resources resulted from updated survey results.
Notes:
The figures contained in the tables are rounded, which may result in minor computational discrepancies which are not deemed to be significant.
Mineral Resources have been reported in accordance with the classification criteria of Subpart 1300 of Regulation S-K.
These Mineral Resources are stated inclusive of Mineral Reserves
In situ Mineral Resource estimate reported according to S-K 1300 requirements
No geological losses applied
DRDGOLD's summary Mineral Reserves are set forth in the tables below:
Mineral Reserves as of June 30, 2023
Proved Reserves Probable Reserves Total Reserves
Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content
(mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes)
Ergo 185.29 0.31 1.85 57.44 196.17 0.25 1.60 49.04 381.46 0.28 3.45 106.48
FWGR 208.99 0.33 2.20 68.58 12.88 0.33 0.14 4.24 221.87 0.33 2.34 72.83
Total 394.28 0.32 4.05 126.02 209.05 0.25 1.74 53.28 603.33 0.30 5.79 179.30
Notes:
The figures contained in the tables are rounded, which may result in minor computational discrepancies which are not deemed to be significant.
The Mineral Reserves constitute the feed to the gold plants
The Mineral Reserves are stated at a price of ZAR1,081,261/kg
The input studies are to a PFS level of accuracy
No mining losses or dilution has been applied in the conversion process nor has a mine call factor been applied.
Tons and grade Run-of-Mine (RoM) as delivered to the plant
The Mineral Reserve estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such Mineral Reserves
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Properties and location

    The Ergo plant is located approximately 43 miles (70 kilometers) east of the Johannesburg’s central business district in the province of Gauteng on land owned by Ergo. Access to the Ergo plant is via the Ergo Road on the N17 Johannesburg-Springs motorway.

    Following the restructuring of the Crown operations, which consisted of three separate locations, City Deep, Crown Mines and Knights, into a single surface retreatment operation in Ergo, these mining rights were transferred to Ergo in March 2014.The Crown Mines plant and sites were closed down in March 2017 and rehabilitated.

    The City Deep operation is located on the West Wits line within the Central Goldfields of the Witwatersrand Basin, approximately 3 miles (5 kilometers) south-east of the Johannesburg central business district in the province of Gauteng. Access is via the Heidelberg Road on the M2 Johannesburg-Germiston motorway. The City Deep plant continues to operate as a pump/milling station feeding the metallurgical plant.
    
    The Knights operation is located at Stanley and Knights Road Germiston off the R29 Main Reef Road. The Knights plant was reconfigured from an operating metallurgical plant to operate as a pump/milling station from April 1, 2023.

As of June 30, 2023 and September 30, 2023, no material encumbrances exist on Ergo's property.

As of June 30, 2023, the net book value of Ergo’s mining assets was R2,419.1 million (2022: R1,707.0 million).

Below is a geographical representation of the location of individual material properties of Ergo and FWGR:

item4blocationa.jpg


    FWGR’s assets consists of the currently operational Driefontein 2 plant (“DP2”), Driefontein 3 plant (“DP3”), Driefontein 4 TSF which is a current active tailings deposition facility, pilot plant, which is a moveable LogiProc pilot plant established to test the processes, techniques and assumptions made in the definitive level design of the full scale retreatment of dumps. FWGR currently own six tailings storage facilities on the West Rand between Roodepoort and Carletonville, approximately 70km South West of Johannesburg (Figure A).

    There are an additional four TSFs which will be transferred from Sibanye-Stillwater to FWGR once no longer required by the existing operations (Available TSFs). These are Driefontein 1, and 2, Kloof 2 and Leeudoorn. Numerous other TSFs are potentially available in the area for future reclamation. FWGR also owns land on which the Central Processing Plant (“CPP”) and RTSF and the return water dam were originally planned to be built.

As of June 30, 2023, and September 30, 2023, no material encumbrances exist on FWGR's property.
    
    At June 30, 2023, the net book value of FWGR’s mining assets was R1,464.3 million (2022: R1,340.6 million).

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Surface reclamation operations including the treatment of sand from ERPM’s Cason Dump, was conducted through the Knights metallurgical plant, tailings deposition facilities and associated facilities until ERPM’s surface mining assets were transferred to Ergo as part of the restructuring which took place on July 1, 2012.

As of June 30, 2023, and September 30, 2023, no encumbrances exist on ERPM's property.
    
At June 30, 2023, the net book value of ERPM’s mining assets was zero (2022: zero).


Geology

    DRDGOLD’s surface deposits are the residue (“tailings”) of the mining and metallurgical process recovery of gold and uranium ores of the gold bearing late Archaean (2.7Ga to 3.2Ga) Witwatersrand sedimentary basin. The Witwatersrand Basin is the largest gold bearing metallogenic province globally and is unconformably overlain by units of the Ventersdorp Supergroup (~2.7Ga), the Transvaal Supergroup (~2.6Ga), and the Karoo Supergroup (~280Ma).
    
    The deposits consist of gold, uranium and sulphur-bearing sand dumps and slimes dams, and the composition reflects the major constituents of the Witwatersrand Basin: quartz (70%-80%), mica (10%), chlorite and chloritoid (9%-18%) and pyrite (1%-2%). Gold, uranium, zirconium and chromium may be minor constituents averaging <100ppm each. Deposits possess characteristics, determined by the geometry, material source and processing plants in which the original ores were processed.

Mining method

    Material processed by Ergo is sourced from surface sources namely, sand and slime and are reclaimed separately. FWGR only source is slime.

No selective mining takes place on a dump with the entire TSF being processed. This is due to the following:
•No place exists on mining sites to dump below cut-off grade material;
•The mining method is not conducive to selective mining; and
•The operation is also a rehabilitation exercise, and all mineralized material must be removed from the site, and it is, therefore, economically beneficial to process all material, even low-grade material.
    TSFs are mined through hydro-mining using high-pressure jets of water to dislodge tailings material or move sediment for transportation as a slurry to processing plants. The hydro-mining removes the tailings material from the top of a TSF to the natural ground level in 15m layers. Hydraulic mining provides slurry feedstock to the plants continuously. Ergo also uses mechanical front end loaders to load slimes/sand material. Material is re-pulped with water and pumped to the plants.

Mineral Processing and Recovery Methods

    Our metallurgical plants use carbon-in-leach (“CIL”) metallurgical processes to recover gold from slurry.

The surface sources have generally undergone a complex depositional history resulting in grade variations associated with improvements in plant recovery over the period the material was deposited. At Ergo, our gold producing metallurgical plant, we have an installed capacity to treat approximately 25 million tons of material per year based on 92% availability and are fully operational. All of the plants have undergone various modifications during recent years resulting in significant changes to the processing circuits. The City Deep plant continues to operate as a pump/milling station feeding the metallurgical plants. At FWGR, DP2 has a installed capacity to treat approximately 7.2 million tons of material per year.

The re-pulped slime is pumped to the plant and the reclaimed material is treated using screens, cyclones, ball mills and Carbon-in-Leach, or CIL, technology to extract the gold.

Set forth below is a description of each of our plants in operation:

    Ergo Plant: Commissioned by Anglo American Corporation in 1977, became part of AngloGold Ashanti in 1998 from which it was acquired for a consideration of R42.8 million in 2007. The remaining five CIL tanks were refurbished during fiscal year 2015 to increase capacity to treat up to 25.2Mt per year.

    Knights Plant: Commissioned in 1988, this surface/underground plant comprises a circuit including screening, primary cycloning, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electro-winning and smelting to doré. The Knights plant, although historically part of the Crown operation, is located further east and considerably closer to the Brakpan/Withok TSF. Due to the location of the Knights plant it deposits waste on the Brakpan/Withok TSF. The Knights plant has an installed capacity to treat an estimated 3.6Mt per year. During fiscal year 2023 the Knights plant was reconfigured to operate as a milling and pump station and feeds material to the Ergo plant.
    
    City Deep Plant: Commissioned in 1987, this surface/underground plant comprises a circuit including screening, primary, secondary and tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, CIL, elution and zinc precipitation followed by calcining and smelting to doré. Retreatment continued at the City Deep Plant until the plant was decommissioned in August 2013 to operate as a milling and pump station and is currently pumping material to the Ergo Plant for the final extraction of gold.
    
    Driefontein 2 Plant: Recommissioned in fiscal year 2019, this surface/underground plant was refurbished and modifications made to the milling and cyclone circuit to ensure the production of a finer grind for gold liberation.


Infrastructure

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    The hydro-mining, reprocessing and re-deposition of tailings material requires a network of pipes. Slurry pipelines will be needed from the hydro-mining sites at the TSFs to the plants and tailings pipelines from the plants to the respective depositional facilities. High pressure water pipelines are necessary to supply the mining operations while separate low-pressure water pipes are needed for returning water to the plants from return water dams at the various TSFs. These have all been adequately designed and included in the LoM planning.

    Ergo currently uses the Brakpan/Withok tailings facility as deposition facility, and FWGR, the Driefontein 4 TSF. Ergo requires the implementation of the final design of the Brakpan/Withok TSF to receive an additional 430Mt in order to deliver into its life of mine. FWGR requires the RTSF to ensure adequate storage facilities for the long-term deposition of all tailings arising from FWGR operations.

     Designs for the final life stage of the Brakpan/Withok TSF are being reviewed and we are seeking to obtain the last regulatory approval for the final life design of the Brakpan/Withok TSF. Construction of a RTSF is scheduled to commence during the first half of the 2024 calendar year, with a depositional capacity of 600ktpm available in the second half of 2026, increasing to 1.2Mtpm in 2027. The Sibanye-Stillwater Leeudoorn tailings storage facility is evaluated as a viable interim alternative to the RTSF, should the timing of the RTSF construction be delayed, the Leeudoorn TSF, which is owned by Sibanye, can be made available to FWGR until such a time that the RTSF can accommodate new arisings. The RTSF will have sufficient storage capacity to also accommodate new arisings at a rate of 1.2Mtpm from the mining of available TSFs in the area well into the future.

    Both operations obtain their power ultimately from the Eskom grid and therefore are currently exposed to the material risks associated with Eskom. Ergo operations receive power from several substations and mining sites are supplied power via several separate feeds. Currently, the Ergo plant demands peaks at 18MVa and the Brakpan/Withok Tailings Storage facility at 8MVa. Ergo operates 24-7-365 and the plant receives power at 6.6KV via Eskom’s 88kV Vlakfontein distribution. At FWGR, power is currently supplied from Eskom’s 132kV and 44kV grid to various Sibanye owned gold mines in the vicinity of FWGR’s operations. The power requirement of FWGR remains within the current surplus capacity of the Driefontein and Kloof mining complexes.

Exploration

    Exploration and development activity at Ergo involves the drilling of surface dumps and evaluating the potential gold bearing surface material in the determination of its Mineral Resources and Mineral Reserves. These exploration programmes comprise:
•surveying to determine physical dimensions and volumes;
•auger or reverse circulation drilling programs to permit sampling for gold content and mapping of the gold distribution;
•metallurgical and flow sheet development test work; and
•tailings toxicity tests and specific gravity determination.

Environmental and Closure Aspects

In accordance with South African mining legislation, all mining companies are required to rehabilitate the land on which they work to a determined standard for alternative use. DRDGOLD’s business involves the reclamation of previously discarded material deposited, in many cases, by other companies, most of which are no longer in business. As a result we deal with legacy environmental issues.

Before we embark on new mining projects, we undertake an environmental authorization process which is performed by external consulting specialists that conduct detailed specialist studies, an environmental impact assessment and environmental management programme (“EMP”) for the management of these projects. These reports are discussed and reviewed by our stakeholders through an open public participation process. Through this process, we are able to identify, address and minimize the effects of our activities on the environment and identify and mitigate the potential impacts our activities may have on surrounding communities and the receiving environment. Our environmental management systems and policies have been designed in compliance with South Africa’s National Environmental Management Act 107 of 1998 and associated regulations. Internal and external environmental audits are performed annually and recorded in a database to ensure compliance. Our EMP encompasses all the activities of our operations and assesses the environmental impacts of mining at reclamation sites, plants and tailings storage facilities. It also outlines the closure process, including financial provisions.

At Ergo, environmental management and compliance is further assisted by the in–house developed electronic monitoring system (Compliance Management Tool) that incorporates all existing Environmental Impact Assessments (“EIAs”), EMPs, Mining Right Conversions, Performance Assessments and Social and Labor Plans (“SLPs”) associated with each mining right. At Ergo the monitoring system incorporates existing EMPs and water use licenses. The existing and most recent studies are used to supplement the management components with regards to the mining right boundaries and its required compliance parameters. The individual management items are integrated to provide a holistic overview of the state of each of the mining right areas. Spatial data pertaining to the mining right boundaries is stored onto a central database and is utilized to create a live map which illustrates the mining right area and various environmental monitoring systems.

The Group actively manages and monitors the consumption of natural resources (including potable water and energy) at monthly and weekly meetings. This entails the analysis of trends to identify excess use and discuss various focus areas to ensure responsible natural resource usage. The major environmental risks are associated with dust from various reclamation sites, and effective management of relocated process material on certain tailings facilities. At Ergo, Municipal infrastructure as well as commercial and residential developments have encroached towards the Ergo operation.

The impact of nuisance dust fallout on the surrounding environment and community is addressed through a comprehensive monitoring network including appropriate community involvement. The monitoring reports are sent to regulators, municipalities, and interested and affected parties. For a residential zoned monitoring bucket, an exceedance is defined as above the dust limit of 600mg/m2/day. For a non-residential zoned monitoring bucket, an exceedance is defined as above the dust limit of 1200mg/m2/day.

Mitigation measures include environmentally friendly dust suppressants applied to high impact areas, active wetting of access roads by water bowsers, and a network of high velocity sprayers on our active TSFs. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation of the tailings followed by the application of lime, to reduce the natural acidic conditions, and fertilizer to assist in the growth of vegetation planted on the tailings facility.

Water usage and reduction in use of potable water
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    The primary uses for water are in the plants and hydro-mining for the various TSFs. Ergo constructed a central water reticulation plant in 2017 to give it the ability to deliver water to all corners of the operation and return it through a fully integrated closed system. Between 60%- 70% of all process water make up at Ergo is drawn from the Brakpan/Withok TSF to various reclamation sites by way of return water columns. Another 15%-20% water is drawn from lakes and dams in the region in terms of the requisite extraction licenses. A further 6%-11% of process water top up needs are from treated underground acid mine drainage (“AMD”) drawn from Trans-Caledon Tunnel Authority (“TCTA”). DRDGOLD has the right to use up to 30 Ml of AMD water per day. Less than 1% of water is drawn from a wastewater treatment facility. Potable water is used only where the sensitivity of equipment requires it and for certain early stages of irrigation to settle in newly established vegetation on TSFs. At FWGR, all water harvested from Driefontein 4 TSF is used. This amounts to approximately 49% of process water requirements. The balance is made up from underground mine dewatering. Water use licenses are available for the pumping of water from underground workings at Kloof 10 shaft and Driefontein 10 shaft, and the consumption planned from these shafts will not exceed the pumping rates approved in the respective WULs. Potable water consumption is limited to drinking and change houses and flocculant make up for usage in the plant.

Water pollution

    A closed water system is designed to avoid having to treat water or having to discharge into surface water courses. Overflows of return water dams may, depending on their location, pollute surrounding streams and wetlands. Ergo and FWGR have an ongoing monitoring program to ensure that its water balances (in its reticulation system, on its tailings and its return water dams) are maintained at levels that are sensitive to the capacity of return water dams. Any water discharge is contained through paddocks on reclaimed sites, storm water run-off and water systems that pump rain or excess water into the system. Another possible source water discharge is attributed mainly to compromised or aging pipes that may cause leaks. An external expert continuously monitors pipelines to timeously identify water leaks to minimize water seepages. A comprehensive maintenance plan is in place to replace compromised pipelines.

ERPM acid mine drainage

    There is a regular ingress of water into the underground workings of ERPM, which was contained by continuous pumping from the underground section. Studies on the estimates of the probable rate of rise of water have been inconsistent, with certain theories suggesting that the underground water might reach a natural subterranean equilibrium, whilst other theories maintain that the water could decant or surface.
    
    The government appointed TCTA to construct a partial treatment plant (neutralisation plant) to prevent the ground water being contaminated. TCTA completed the construction of the neutralisation plant for the Central Basin and commenced treatment during July 2014. As part of the heads of agreement signed in December 2012 between EMO, Ergo, ERPM and TCTA, sludge emanating from this plant is co-disposed onto the Brakpan/Withok TSF together with processed material from the Ergo plant. Partially treated water is then discharged by TCTA into the Elsburg Spruit. This agreement includes the granting of access to the underground water basin through one of ERPM shafts and the rental of a site onto which it constructed its neutralisation plant. In exchange, Ergo and its associate companies including ERPM have a set-off against any future directives to make any contribution toward costs or capital of up to R250 million. Through this agreement, Ergo also secured the right to purchase up to 30 ML of partially treated AMD, a day, from TCTA at cost, in order to reduce Ergo’s reliance on potable water for mining and processing purposes.

Refer Item 18. ‘‘Financial Statements - Note 26.2 Contingent liability for environmental rehabilitation” for disclosures on potential pollution impact on ground water through seepage

Environmental rehabilitation closure providing and funding

While the ultimate amount of rehabilitation costs to be incurred is uncertain, we have estimated that the total cost for Ergo, in current monetary terms as at June 30, 2023 is approximately R444.2 million (2022: R414.4 million). As at June 30, 2023, a total of R141.9 million (2022: R132.8million) is held in insurance instruments in the Guardrisk Cell Captive, as security for financial guarantees issued for rehabilitation costs.

We have estimated that the total cost for FWGR, in current monetary terms as at June 30, 2023 is approximately R109.0 million (2022: R93.9 million). As at June 30, 2023, a total of R474.8 million (2022: R444.1 million) is held in insurance instruments in the Guardrisk Cell Captive, as security for financial guarantees issued for rehabilitation costs.

    We have estimated that as at June 30, 2023 the present discounted value of the total cost of rehabilitation for ERPM is approximately R9.0 million (2022: R9.3 million). A total of R13.9 million (2022: R51.6 million) is held in insurance instruments and is available for the settlement of these rehabilitation costs.

Legal aspects and permitting

Tailings storage facilities, in most instances, are considered movable and capable of being owned under the common law separately from land. As such, they are distinguishable from underground minerals, which can no longer be individually owned in South African but in respect of which the Department of Mineral Resources and Energy (DMRE) may issue Mining Rights in terms of the MPRDA of 2002 (MPRDA), as amended. The construct of the MPRDA caused the minerals in certain TSFs to therefore fall outside the regulatory reach of the MPRDA. The transitional arrangements of the MPRDA provided for existing operations, however, to convert old order rights (Mining Licenses held under the previous dispensation) to new order rights. Ergo successfully converted its old order licenses to Mining Rights and is seeking to consolidate them into a single mining right. In terms of reserves in TSFs over which are owned by common law and are not covered by a Mining right, Environmental and Waste Management Approvals are obtained from the DMRE for the retreatment of such TSFs.
For an exploration project, a prospecting right, valid for five years, is issued, and for a mining operation, a mining right is valid for up to 30 years, is issued. The prospecting right, which is conducted in terms of a Prospecting Work Program, is renewable for a further three years. The mining right is undertaken in terms of the Mining Works Program, Social and Labor Plan, and an approved Environmental Management Program, which can be renewed for a further 30 years.
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A prospecting right or mining right may be cancelled or suspended subject to Section 47 of the MPRDA.

Mining Rights and Prospecting Rights held are listed under the Ergo Mining Proprietary Limited subsidiary. DRDGOLD has numerous Surface, Mining and Prospecting Rights and ownership of the surface rights and mine dumps vests in various legal entities.

Ergo is in the process of a consolidation of its mining rights and as such has applied to extend the mining period for a further 30 years through its consolidated mine works program. The period of 30 years is the maximum period allowable for a Mining Right renewal as detailed in the MPRDA, as amended. A mining right in respect of which an application for renewal has been lodged shall despite its expiry date remain in force until such time as such application has been granted or refused. Water use licenses are applied for as and when required to remain compliant with relevant legislation. Ergo complies with all the conditions for renewal and has no reason to believe that the submitted renewals would not be granted. Ergo is in constant communication with the DMRE and is submitting the required information as per their requests to finalize these renewal applications.

The Mineral Resources and Mineral Reserves held by FWGR were acquired from Sibanye Gold Proprietary Limited, a subsidiary of Sibanye-Stillwater Limited, in a transaction in which common law ownership was established over the various TSFs containing the said Mineral Resources and Mineral Reserves, and control was established by Sibanye-Stillwater over DRDGOLD. FWGR conducts its activities inter alia in accordance with Environmental Approvals (“EAs”) and the provisions of the Mine Health and Safety regulations. A Use and Access Agreement with Sibanye Gold articulates the various rights, permits and licenses held by Sibanye Gold in terms of which FWGR operates, pending the transfer to FWGR of those that are transferable.

FWGR entered into a smelting agreement with Sibanye-Stillwater to smelt and recover gold from gold loaded carbon produced at the DP2 plant, and deliver the gold to Rand Refinery. In exchange for this service, Sibanye-Stillwater receives a fee based on the smelting costs plus 10% of the smelting costs. Rand Refinery performs the final refinement of all gold produced. Up to April 11, 2022, FWGR also engaged its fellow subsidiary, Ergo Mining Proprietary Limited, to act as its agent and representative and to enter into a refining services arrangement with Rand Refinery for the sale, marketing and export of the refined gold of the Company. After April 11, 2022, FWGR continued to engage Ergo Mining Proprietary Limited, to act as its agent and representative to sell gold directly to the South African Bullion banks. This agreement is expected to be in place until FWGR obtains its own precious metals beneficiation license and its own depository account with Rand Refinery.

DRDGOLD and its subsidiaries own the rights to some of the properties where the Mineral Resources are located. In other cases, agreements are in place with the landowners to mine the dump material and rehabilitate the land for other uses. The details of the related surface rights are not material for the purpose of this report. The necessary agreements are in place for all properties in the LoM plan.

Impediments on rights to mine

Grootvlei Complex

Ergo has a mining right over Grootvlei 6L14 dump via mining right GP158. Ergo's application for the renewal of its prospecting rights over Grootvlei dumps 6L16, 6L17 and 6L17A to the DMRE was granted in July 2022. During the 2023 financial year, an external party raised a conflicting claim of common law ownership of 6L16, 6L17 and 6L17A TSFs. Although the claim was on common law ownership and no attempt has been made to set aside the prospecting rights over the TSFs, the Grootvlei TSFs have been excluded from Mineral Reserves and the life of mine, and included in Mineral Resources.

Marievale Complex

Ergo has submitted a renewal application to the DMRE for the prospecting rights it holds over 7L4 TSF, which is still being considered by the DMRE. EBM Projects, the landowner of the majority of the freehold under 7L4 TSF and the common law owner of the TSF has been placed into liquidation. Prior to liquidation a draft agreement was in progress for the sale of the TSF to Ergo where it would undertake to:
•make a nominal payment;
•assume all environmental liabilities for the facility;
•suitably remove the TSF; and
•rehabilitate the land.

Ergo is continuing the discussions with the administrators responsible for the EBM Projects liquidation and is expecting to have this concluded in due course.

Ergo acquired the Marievale TSFs 7L5, 7L6 and 7L7 – in terms of a written notarial executed deed of sale during 2019 and took possession of the TSFs on 8 April 2019. It has since also obtained the requisite National Environmental Management Act, 1998 regulatory approvals to retreat the said TSFs.

During the fiscal year 2023, the owner of the land on which 7L5, 7L6 and 7L7 are situated – an estimated 36.5Mt out of the total 54.1Mt comprising the Marievale cluster – notified Ergo that in its view, the said TSFs had acceded to the land, and that it had become the owner of the TSFs. Ergo disputed the claim of legal title and referred the matter to arbitration as all ownership requirements were met when the TSFs were purchased by Ergo Following the lodging of legal proceedings, the parties settled the dispute and Ergo entered into a commercial arrangement with the land-owner whereby the landowner has renounced its entire right, title and interest in and to the TSFs in the favour of Ergo against payment of an agreed sum. The 7L4, 7L5, 7L6 and 7L7 TSFs have been classified as Mineral Reserves in fiscal year 2022 and fiscal year 2023.

Below is a graphical representation of the permits and licenses held within the Group:

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item_4dxrightsa.jpg



Production

Ergo
    
    For fiscal year 2023, production decreased to 126,382 ounces from 133,618 ounces in fiscal year 2022 mainly due to the volume throughput that decreased from 22.1Mt to 17.3Mt as a result of increased load shedding, the depletion of high-volume reclamation sites and delays in commissioning new reclamation sites in fiscal year 2023. The impact of this decrease was offset by the increase in the average yield from 0.188g/t in fiscal year 2022 to 0.227g/t in fiscal year 2023.

    Cash operating costs decreased by $53 per ounce, or 4%, from $1,470 per ounce in fiscal year 2022 to $1,417 per ounce in fiscal year 2023 mainly due to the 17% weakening of the rand against the U.S. dollar which was offset by above inflationary increases in costs relating to reagents, diesel, electricity and security.



The following table details certain production and financial results of Ergo for the past three fiscal years.
2023 2022 2021
Production (imperial)
Ore milled ('000 tons) 17,334 22,111 22,952
Recovered grade (oz/ton) 0.008 0.006 0.006
Gold produced (ounces) 126,382 133,618 137,059
Results of Operations
Revenue (R million) 4,108.6 3,704.9 3,943.0
Cost of sales (R million) (3,320.2) (3,141.8) (2,871.0)
  Cash operating costs (R million)1
(3,183.2) (3,009.8) (2,666.5)
  Cash operating costs (R/kilogram)1
809,199 718,676 629,585
  All-in sustaining costs (R/kilogram) 1
895,741 826,891 704,503
  All-in cost (R/kilogram) 1
1,041,733 848,683 717,755
1 Cash operating cost, cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram are financial measures of performance that we use to determine cash generating capacities of the mines and to monitor performance of our mining operations. These are all non-IFRS measures. For a reconciliation of these measures to the nearest IFRS measure see Item 5A.: “Operating Results - Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”
FWGR
    
    For fiscal year 2023, production decreased to 43,435 ounces from 50,284 ounces produced in fiscal year 2022. The gold produced decreased due to decreased volume throughput from 6.1Mt in fiscal year 2022 to 5.7Mt in fiscal 2023 and a decrease in average yield from 0.257g/t in fiscal year 2022 to 0.237g/t in fiscal year 2023.

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    Cash operating costs increased by $49 per ounce, or 8%, from $596 per ounce in fiscal year 2022 to $645 per ounce in fiscal year 2023 mainly due to an above inflationary increases in costs relating to reagents, diesel, electricity and security and the lower gold production.

The following table details certain production and financial results of FWGR for the past three fiscal years.
2023 2022 2021
Production (imperial)
Ore milled ('000 tons) 5,698 6,078 6,159
Recovered grade (oz/ton) 0.008 0.008 0.008
Gold produced (ounces) 43,435 50,284 46,940
Results of Operations
Revenue (R million) 1,387.7 1,413.6 1,326.0
Cost of sales (R million) (589.8) (592.1) (517.2)
  Cash operating costs (R million)1
(504.9) (454.0) (406.2)
  Cash operating costs (R/kilogram)1
368,206 291,302 276,174
  All-in sustaining costs (R/kilogram) 1
545,780 396,762 377,210
  All-in cost (R/kilogram) 1
550,717 422,540 400,829
1 Cash operating cost, cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram are financial measures of performance that we use to determine cash generating capacities of the mines and to monitor performance of our mining operations. These are all non IFRS measures. For a reconciliation of these measures to the nearest IFRS measure see Item 5A.: “Operating Results - Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”
Licenses to Operate All the licenses, permits, permissions, management plans and reports, as well as amendments, variations or modifications thereof from time to time necessary for Sibanye-Stillwater to operate the WRTRP Assets lawfully.
Access Rights
The grant of access to DRDGOLD of the:
·  Driefontein 10 shaft;
·  Kloof 10 shaft located in the Kloof mining area that is subject to the Kloof Mining Right, for the purpose of pumping and  supplying, at the cost of WRTRP, the required quantities of water, as licensed, for the WRTRP Assets;
·  rights, servitudes and agreements for installation, supply and distribution and maintenance of power supply; existing and proposed pipeline routes; servitudes; wayleaves and surface right permits; and
·  Driefontein 1 Gold Plant for the purpose of accessing the Pilot Plant.
Capital Expenditure

Ergo
    
    For a discussion of capital expenditures in fiscal years 2021, 2022 and 2023, see "Item 5.A. Operating and Financial Review and Prospects—Capital expenditure".    

    Capital expenditure related to material growth projects are financed on a project-by-project basis which may include bank facilities and existing cash resources. Sustaining capital expenditure is financed from cash generated from operations and existing cash resources. For a summary of capital expenditure, see Item 5A. Operating Results.

    Advance planning is underway for the implementation of the final life design of the Brakpan/Withok TSF to accommodate higher grade resources in the area east of the of the Ergo Plant and further extend the life of mine of Ergo.

    During fiscal year 2023 capital was expended to commence with the development and construction of a solar power project, to reduce Ergo’s reliance on the Eskom grid and reduce its carbon footprint. A large percentage of the planned capital expenditure in fiscal year 2023 will be applied to complete the first phase of the project. The first phase of the project is expected to be completed in 2024 and phase two in November 2025.

FWGR

    FWGR appointed an engineering consulting company to undertake the definitive feasibility study and detailed design for the Phase 2 project. The available information was independently reviewed by an external consultant, Sound Mining Solution (Pty) Ltd. The project initially included the construction of a new CPP with a capacity of between 1.2 Mtpm to 2.4 Mtpm and the equipping of the required reclamation sites and pipeline infrastructure to supply the relevant resources to the CPP. Phase 2 also includes the construction of a new RTSF capable of accepting up to 2.4 Mtpm to a capacity of approximately 800Mt. The definitive feasibility study was concluded in the fiscal 2021 year and is subject to obtaining regulatory approvals on the amended design of the RTSF. Management considered alternative plans should the RTSF be delayed further, based on information at hand. The Sibanye-Stillwater Leeudoorn tailings storage facility was evaluated as a viable interim alternative to the RTSF whilst regulatory approvals are obtained. Furthermore, the expansion of DP2 to a 1.2Mt processing capacity per month has been planned using the same designs applicable to CPP.
    
    Capital expenditure related to material growth projects are financed on a project-by-project basis which may include bank facilities and existing cash resources. Sustaining capital expenditure is financed from cash generated from operations and existing cash resources.

Mineral Reserves and Mineral Resources Estimation

Mineral Resources
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DRDGOLD's summary Mineral Resources (Exclusive of Mineral Reserves) are set forth in the tables below:
Mineral Resources (Exclusive of Mineral Reserves) as of June 30, 2023
Measured Resources Indicated Resources Inferred Resources Total
Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content
(mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes)
Ergo 66.04 0.26 0.55 17.17 375.41 0.25 3.06 93.85 21.32 0.24 0.16 5.12 462.77 0.27 3.77 116.14
FWGR 1
Total 66.04 0.26 0.55 17.17 375.41 0.25 3.06 93.85 21.32 0.24 0.16 5.12 462.77 0.27 3.77 116.14
1 Mineral Resources when stated exclusive of Mineral Reserves amount to zero for FWGR, because all of the Mineral Resources will be exploited and converted to Mineral Reserves
Notes:
The figures contained in the tables are rounded, which may result in minor computational discrepancies which are not deemed to be significant.
Mineral Resources have been reported in accordance with the classification criteria of Subpart 1300 of Regulation S-K.
These Mineral Resources are stated inclusive of Mineral Reserves
In situ Mineral Resource estimate reported according to S-K 1300 requirements
No geological losses applied

Mineral Resources are estimates that contain inherent risk and uncertainties and depend upon geological interpretations and data statistics drawn from drilling and sampling programmes, which may prove to be unreliable. For detailed description of risks associated with the Company’s material properties, refer to Item 3D: Risk Factors.

Mineral Resources consist of sand dumps, slimes dams and silted ‘vlei’ areas and dams. Before dumps are included as Mineral Resources, they are evaluated by drilling and an initial assessment is completed by the Qualified Person.

With respect to the Mineral Resources and Mineral Reserves, drilling takes place on a predetermined grid to ascertain the average grade (grade model), moisture, expected extraction factors and ultimate financial viability before mining begins. Sampling is done subject to quality control and assurance as prescribed.

Estimation methods vary depending on data distribution and statistics. A block model is generated and used to evaluate the potential for inclusion into a mine plan. The applied Mineral Resource classification is a function of the confidence of the entire process from surveying, drilling, sampling, assaying, geological understanding and/or geostatistical relationships. Mineral Resources is reported in situ.

Both Mineral Resources and Mineral Reserves are determined by the average grade of a TSF which must be above or equal to a plant feed cut-off grade. A cut-off is also determined per complex or cluster. A TSF may report an average gold grade below a cut-off, but when included in a complex, the total complex could be above the cut-off. The assumptions on a Mineral Resource cut-off include working costs, the average plant recovery, the expected residue grade, the required yield based on working cost and gold price, and are presented below:

ERGO FWGR
Cut-off assumptions
Gold price (R) 1 081 261 1 081 261
Working cost (R/tonne) 101.99 97.08
Plant recovery (%) 41.00 53.00
Mine call factor (%) 100 100
Cut-off grade (g/t) 0.23 0.17


The Mineral Resource estimates for all the TSFs and a sand dump are declared as follows:
•The point of reference is in-situ. The TSFs or sand dumps themselves are the reference points;
•No geological or other losses were applied as all material is accessible and there are no geological structures;
•Mineral Resource Estimates are stated as both inclusive and exclusive of Mineral Reserves as defined in S-K 1300; and
•Mineral Resources are 100% attributable to DRDGOLD.

Mineral Reserves

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DRDGOLD's summary Mineral Reserves are set forth in the tables below:
Mineral Reserves as of June 30, 2023
Proved Reserves Probable Reserves Total Reserves
Tons Grade Gold Content Tons Grade Gold Content Tons Grade Gold Content
(mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes) (mill) (g/tonne) ('m ozs) (tonnes)
Ergo 185.29 0.31 1.85 57.44 196.17 0.25 1.60 49.04 381.46 0.28 3.45 106.48
FWGR 208.99 0.33 2.20 68.58 12.88 0.33 0.14 4.24 221.87 0.33 2.34 72.83
Total 394.28 0.32 4.05 126.02 209.05 0.25 1.74 53.28 603.33 0.30 5.79 179.30
Notes:
The figures contained in the tables are rounded, which may result in minor computational discrepancies which are not deemed to be significant.
The Mineral Reserves constitute the feed to the gold plants
The Mineral Reserves are stated at a price of ZAR1,081,261/kg
The input studies are to a PFS level of accuracy
No mining losses or dilution has been applied in the conversion process nor has a mine call factor been applied.
Tons and grade Run-of-Mine (RoM) as delivered to the plant
The Mineral Reserve estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such Mineral Reserves
Key parameters used in the determination of Mineral Reserves June 30, 2023
Recovery Mine call factor Operating costs Average cut-off grade
% % R/t g/t
Ergo 41 100  101.99 0.23
FWGR 53 100  97.08 0.17

The Mineral Reserves were prepared in accordance with the requirements of S-K 1300, and the economic viability thereof performed at a minimum prefeasibility study level. Modifying factors like dilution or mining losses bare not applied for the Mineral Reserve estimation because the TSFs are re-mined and re-processed in their entirety. All other modifying factors are reflected in the mine design and all of the associated technical aspects that informed the capital and operating cost estimates. Mineral Reserve is reported as delivered to the processing plants.

As material is removed for retreatment, the Mineral Resources and Mineral Reserves for each operation are adjusted accordingly. Continuous checks of modifying factors and ongoing surveys are conducted to monitor the rate of depletion and the accuracy of factors used in conversion.

Mineral Reserves changed in the past two fiscal years as follows:
•Mineral Reserves decreased from 6.04 million ounces at June 30, 2022, to 5.79 (a decrease of 4.1%) million ounces at June 30, 2023, mainly because of depletion through ongoing mining activities.
•Mineral Reserves increased from 5.35 million ounces at June 30, 2021, to 6.04 (an increase of 12.9%) million ounces at June 30, 2022, mainly because of Ergo’s Daggafontein TSF being reclassified to a Mineral Reserve which was in part offset through ongoing mining activities. This is despite the Grootvlei dumps being classified from a Mineral Reserve. Ergo also classified a number of its dumps from a Probable Mineral Reserve to a Proven Mineral Reserve, notably the Rooikraal TSF, 0.47Moz (56.76Mt @ 0.26g/t). Grootvlei Complex has been excluded from the life of mine and has been classified from a Mineral Reserve to a Mineral Resource due to land claims.

The life-of-mine for Ergo based on Proven and Probable Mineral Reserves S-K 1300 as at June 30, 2023, was 19 years (June 30, 2022: 19 years).

The life of mine for FWGR based on Proven and Probable Mineral Reserves under S-K 1300 as at June 30, 2023 was 18 years (June 30, 2022: 20 years).

The year on year Mineral Reserve reconciliation is shown below:

Tonnes (Mt) Grade Au (g/t) Au Ounces (Moz)
Mineral Reserves as at June 30, 2022
622.37 0.30 6.04
Depletion of Mineral Reserves – Ergo (15.05) 0.33 (0.16)
Survey adjustments - Ergo 3.50 0.30 0.02
Depletion of Mineral Reserves – FWGR (7.51) 0.48 (0.11)
Mineral Reserves at June 30, 2023
603.31 0.30 5.79
The figures contained in the table are rounded, which may result in minor computational discrepancies which are not deemed to be significant. Depletion based on block model surveys
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Gold Price Assumptions

    The estimation of Mineral Reserves and Mineral Resources requires the economic assessment to demonstrate reasonable prospects for economic extraction. Assumptions in the economic assessment includes a gold price. The Company has estimated the gold price based on consensus forecasts obtained from various sources which provided a range as of June 30, 2023. The lowest range of these forecasts was selected to take into account the volatility experienced in the current global economic conditions.
Year ended June 30, 2023
Gold price
Rand gold price per kilogram 1,081,261
Dollar gold price per ounce 1,934
ZAR/USD rate 17.39
Year ended June 30, 2022
Three-year average gold price
Rand gold price per kilogram 914,294
Dollar gold price per ounce 1,823
Ore Reserves (million ounces) 15.60

Qualified Persons:

    The information contained in Item 4D related to Mineral Reserves and Mineral Resources is based on information compiled by the Qualified Persons as defined in S-K 1300. The Qualified Persons are not employed by the Company. The Company has evaluated the qualification and experience of the Qualified Persons and is satisfied that they meet the requirements in accordance with the SAMREC Code and S-K 1300. DRDGOLD obtained written consents from the Qualified Persons prior to publication of this report. The Qualified Person responsible for the compilation and reporting of Ergo’s Mineral Resources is Mr Mpfariseni Mudau and for FWGR is Ms Diana van Buren. The Qualified Person responsible for the compilation and reporting of Ergo’s Mineral Reserves is Professor Steven Rupprecht and for FWGR is Mr Vaughn Duke.

Qualified Persons Title Address Qualifications Relevant years Experience
Mpfariseni Mudau
Pr.Sci.Nat. 400305/12
Director of The RVN Group Proprietary Limited Willowbrook Villas 21, Van Hoof St, Roodepoort, 1724 BSc (Hons) – Geology, MSc (Mining Engineering) 17
Professor Steven Rupprecht
FSAIMM 701013
Associate Principal Mining Engineer of the RVN Group Willowbrook Villas 21, Van Hoof St, Roodepoort, 1724 BSc. Mining Engineering PhD. Mechanical Engineering 36
Diana van Buren
Pr.Sci.Nat. 400107/14
Partner of Sound Mining Solution Proprietary Limited Sound Mining House, 2A Fifth Avenue, Rivonia, 2128 BSc (Hons) – Geology 17
Vaughn Duke
Pr. Eng 940314 FSAIMM 37179
Partner of Sound Mining Solution Proprietary Limited Sound Mining House, 2A Fifth Avenue, Rivonia, 2128 BSc Mining Engineering (Hons), MBA 38


Mineral Reserves and Mineral Resources internal control disclosure
    DRDGOLD has employed an independent consultant to manage drilling activities and report sampling results in accordance with DRDGOLD’s prescribed internal control procedures. The control procedures include standard operating procedure, supervision of drilling by experienced geologists, technical site visits by Qualified Persons, chain of custody and management approvals. Reputable commercial laboratories perform the assaying of samples for gold. These laboratories have quality assurance and quality control measures in place that satisfy Qualified Persons and also meet DRDGOLD’s requirements. The results are also submitted to the directors at Ergo and FWGR to ensure that due process has been followed and to identify any anomalies. Verification of estimates is a routine part of the plant feed sampling programme. Plant feed grades are compared to the expected grades from the Mineral Resource and Mineral Reserves and updated monthly. Surveys are undertaken monthly, and a reconciliation is reported annually. Any adjustments for shortfall or overruns are made in the Mineral Resource and Mineral Reserve statement for the following year. Gains or losses are largely related to volume adjustments on survey although adjustment may be made for other reasons such as unexpected deleterious materials in the dump. The estimation of Mineral Reserves is an outcome of life of mine and budget planning which runs annually, whereby capital costs, operating costs and other assumptions are interrogated and approved at an executive committee level.

Risks inherent in estimates
Uncertainties associated with the operations, and therefore the Mineral Resource and Mineral Reserve estimates, can be mitigated. The risks inherent in these estimates are:

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•Mining - whilst the mining method and practices are well established and conducted by experienced hydro-miners, throughput could be affected by a variety of issues, including, but not limited to availability of electricity and water.
•Quality of the Mineral Assets - the Mineral Reserves have all been adequately drilled, their likely content adequately assessed and recovery test work satisfactorily completed. The actual recoveries will be influenced by the actual Run-on-Mine grade entering the processing plants. This risk could be managed by blending material from different TSFs’, where possible.
•Plant Performance: the management of the risk of a lower-than-expected overall throughput recovery can be mitigated by ensuring optimal processing takes place at the processing plants.
•Tailings Capacity: depending on when the construction of the new or expanded TSF's are completed, deposition rates can be impacted which impacts the volumes the operations can process. Should regulatory approvals further delay the construction of the RTSF and Brakpan/Withok final life design alternative depositions facilities needs to be explored.
•Delayed Commissioning of Key Infrastructure: delays to the scheduled commissioning of key assets for Ergo and FWGR will impact on the proposed production forecast and anticipated revenues.
•TSF Design Risk: the main design risk of the Brakpak/Withok final life design and the RTSF is the process of installing the synthetic liner. Should creases occur during installation, this could lead to a perforation in the liner, thus compromising the liners effectiveness.
•Water Supply: South Africa is a relatively dry area and predictions are that dry conditions will escalate. Mining is heavily reliant on water to transport material over large distances and for processing.
•Power Supply: power is provided by the national power supplier, Eskom. The national power supply and distribution infrastructure is severely destressed and this results in frequent disruptions to the power delivered to the South African mining industry. There is a curtailment agreement in place with Eskom which requires that during black-outs electricity use is to be curtailed, which is typically achieved by shutting down equipment. The curtailment reduces consumption between 10 and 20%.
•Grave Relocation: the process of grave relocation is well understood in the South African mining industry and supported by comprehensive statutory guidelines. It will be managed by specialists who will ensure that full consultation with next of kin is undertaken and that appropriate compensation is realized.
•Long-term Sustainability: Continued production beyond the current LoM plan and Mineral Reserve estimate relies on available TSFs that can be brought on line in the future. There is ample time for additional sampling and resource modelling to confirm their extent and content prior to production.
•Climate Change: extreme weather events such as droughts, extreme rainfall and high wind volumes are on the increase. Specifically, the increase in intensity of events, such as thunderstorms on the Highveld, where the operations are situated, will impact operations. Major property, infrastructure and/or environmental damage as well as loss of human life could also be caused by extreme weather events.
•Rising Costs: The global economic environment, geopolitical tensions and inflationary pressures world-wide have led to above inflationary increases in production costs as well as an unavailability of critical material such as reagents and critical equipment which effects production and operating costs.
•Country Risk and Security: increasing inflation, corruption and poor service delivery are the primary drivers of social pressures, particularly in poorer communities. The consequences of these pressures are mostly seen in operational disruptions and increased security measures due to protest action and more crime. Protest action also results in the damage to existing infrastructure.
•Gold Price: Ergo and FWGR takes full exposure to the gold price, and therefore a reduction in the price of gold may erode margins or lead to the operations making a loss.

For additional information regarding the Company’s risks, see Item 3D - RISK FACTORS.
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ITEM 4A. UNRESOLVED STAFF COMMENTS

None.
    
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This section should be read in conjunction with, our audited financial statements and the other financial information contained elsewhere in this Annual Report. Our financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Our discussion contains forward looking information based on current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward looking statements.

Comparison of financial performance for the fiscal year ended June 30, 2022 with fiscal year ended June 30, 2021

This comparison analysis can be found in Item 5A of the Company’s annual report on Form 20-F for the fiscal year ended June 30, 2022 filed with the United States Securities and Exchange Commission on October 28, 2022 (SEC File no. 001-35387).


5A. OPERATING RESULTS

Business overview

We are a South African gold mining company engaged in surface gold tailings retreatment, including exploration, extraction, processing and smelting. All our surface tailings retreatment operations, including the requisite infrastructure and metallurgical processing plants, are located in South Africa.

The success of DRDGOLD’s long-term goal to extract as much gold from its assets as possible and as economically viable depends, to a large extent, on how effectively it continues to manage its resources.

DRDGOLD’s strategic thinking is informed by principles of sustainable development. Our goal is to optimally exploit our entire resource over the long term, thereby seeking sustainable benefits in respect to the following capitals, each of which is essential to our operation – financial, manufactured, natural, human and social capital.

We also aim to align and overlap the interests of each of these capitals in such a manner that an investment in any one translates into value-add in as many of the others as possible. We therefore seek to achieve an enduring and harmonious alignment between them, and we pursue these criteria in the feasibility analysis of each investment.

    Our profit for fiscal year 2023 increased compared to fiscal year 2022, mainly due to, inter alia, the following:
•the average rand gold price received increased by 16%; and
•the average yield increased by 13% to 0.229g/t, offset by an 18% decrease in throughput to 23,031,861t.
        
Key drivers of our operating results and principal factors affecting our operating results

•the price of gold, which fluctuates both in terms of dollars and rands;
•our production tonnages and gold content thereof, impacting on the amount of gold we produce at our operations;
•our cost of producing gold, including the effects of mining efficiencies;
•general economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations in South Africa; and
•government policies that could materially impact our operations.

Gold price

Our revenues are derived primarily from the sale of gold produced at our surface tailings retreatment operations. As a result, our operating results are directly related to the price of gold, which can fluctuate widely and is affected by numerous factors beyond our control, including industrial and jewelry demand, expectations with respect to the rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted) and of other currencies, interest rates, actual or expected gold sales by central banks, forward sales by producers, global or regional political or economic events, and production and cost levels in major gold-producing regions such as South Africa. In addition, the price of gold is often subject to rapid short-term changes because of speculative activities. In response to the high world wide inflation , investors globally, as they have in so many previous times of crisis, turned to gold and gold stocks as a safe haven asset, leading to a sustained high average gold price during fiscal year 2023 as result of global economic uncertainty along with the slow economic recovery and consequences of the Ukraine conflict since fiscal year 2022.

The demand for and supply of gold affects gold prices, but not necessarily in the same manner that supply and demand affect the prices of other commodities. The supply of gold consists of a combination of new production from mining and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.

The following table indicates data relating to the dollar gold spot prices for the 2023 and 2022 fiscal years:

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2023 fiscal year
2022 fiscal year
Change
$ per ounce $ per ounce %
Closing gold spot price on June 30,
1,920 1,807 6
Lowest gold spot price during the fiscal year 1,614 1,684 (4)
Highest gold spot price during the fiscal year 2,072 2,070
Average gold spot price for the fiscal year 1,831 1,834 — 
All our operations and gold production are based in South Africa, and as a result, the impact of movements in relevant exchange rates is significant to our operating results. The average gold price in rand (based on average spot prices for the year) decreased by 2% from R28,490 per ounce in 2021 to R27,896 per ounce in 2022, and increased by 18% to R32,519 per ounce in 2023.

An increase/(decrease) of 20% in the US dollar gold price throughout fiscal year 2023 would have increased/(decreased) revenue by approximately R1,099.3 million (2022: R1,023.7 million).
    
An increase/(decrease) of 20% in the rand to US dollar exchange rate throughout fiscal year 2023 would have increased/(decreased) revenue by approximately R1,099.3 million (2022: R1,023.7 million).

Gold production
    In fiscal year 2023, gold production decreased to 169,820 ounces (produced from 23.0 million tonnes milled at an average yield of 0.229g/t) from 183,902 ounces in fiscal year 2022 (produced from 28.2 million tonnes milled at an average yield of 0.203g/t). This was mainly due to Ergo’s gold production which decreased to 126,382 ounces in fiscal year 2023 (produced from 17.3 million tonnes milled at an average yield of 0.227g/t) from 133,618 ounces in fiscal year 2022 (produced from 22.1 million tonnes milled at an average yield of 0.188g/t). The decrease at Ergo was a result of a decrease in tonnes milled due to the depletion of high-volume reclamation sites and delays in obtaining regulatory approval to commence reclamation at major reclamation sites. In addition, FWGR also had decreased production at 43,435 ounces in fiscal year 2023 (produced from 5.7 million tonnes milled at an average yield of 0.237g/t) from 50,284 ounces in fiscal year 2022 (produced from 6.1 million tonnes milled at an average yield of 0.257g/t). Both tonnes and grade were lower due to Driefontein 5 reaching the end of its life and entering final clean up along with operational delays in commissioning of the new reclamation site, Driefontein 3.

In fiscal year 2022, gold production decreased to 183,902 ounces (produced from 28.2 million tonnes milled at an average yield of 0.203g/t) from 183,999 ounces in fiscal year 2021 (produced from 29.1 million tonnes milled at an average yield of 0.197g/t). This was mainly due to Ergo's gold production which decreased to 133,618 ounces in fiscal year 2022 (produced from 22.1 million tonnes milled at an average yield of 0.188g/t) from 137,059 ounces in fiscal year 2021 (produced from 23.0 million tonnes milled at an average yield of 0.186g/t). The decrease was a result of a decrease in tonnes milled due to increased rainfall as well as lower grade material being mined.

Cash operating costs

    Cash operating costs is a non-IFRS financial measure of performance that is reported to the group’s chief operating decision maker (CODM) and is used to monitor performance – refer to Item 18. ‘‘Financial Statements - Note 23 – Operating segments”. For a reconciliation of this measure see Item 5A.: “Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram”.

    Cash operating costs include consumables, labor, specialized service providers, electricity and other related costs incurred in the production of gold. Consumables, water and electricity, labor, specialized service providers and other costs are the largest components of cash operating costs. A breakdown of cash operating costs into these costs is described in Item 5A.: “Comparison of financial performance for the fiscal year ended June 30, 2023 with fiscal year ended June 30, 2022”.

General economic factors
We are exposed to a number of factors, which could affect our profitability, such as exchange rate fluctuations, inflation and other risks relating to South Africa. In conducting mining operations, we are subject to the inherent risks and uncertainties of the industry, and the wasting nature of the assets.

Effect of exchange rate fluctuations

For the fiscal years 2023 and 2022, all of our revenues were generated from South African operations, all of our operating costs were denominated in rand and we derived all of our revenues in dollars before being translated to rands. As the price of gold is denominated in dollars which is then translated into rands, the appreciation of the dollar against the rand increases our profitability, whereas the depreciation of the dollar against the rand reduces our profitability.

In fiscal year 2023 the average rand gold price received increased by 16% compared to fiscal year 2022, this was a result of the combined impact of the average Dollar gold price which decreased by 0.3% and the average exchange rate of the rand against the dollar that weakened by 17%.

In line with our long-term strategy of being an unhedged gold producer, we generally do not enter into forward gold sales contracts to reduce our exposure to market fluctuations in the Dollar gold price or the exchange rate movements. If revenue from gold sales falls for a substantial period below our cost of production at our operations, we could determine that it is not economically feasible to continue commercial production at any or all of our plants or to continue the development of some or all of our projects. However, during periods when medium-term debt is incurred to fund growth projects and hence introduce liquidity risk to the Group, we may mitigate this liquidity risk by entering into hedging instruments to achieve price protection (refer Item 11. Quantitative and Qualitative Disclosures About Market Risk – General).

Effect of inflation and exchange rates

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In the past, our operations have been materially adversely affected by inflation. If there is a significant increase in inflation in South Africa, our costs will increase and if such a cost increase is not offset by an increase in the rand price of gold, this will negatively affect our operating results.

The movements in the rand/dollar exchange rate, based upon average rates during the periods presented, and the local annual inflation rate for the periods presented, as measured by the South African Consumer Price Index, or CPI, are set out in the table below:
Fiscal year ended
Year ended June 30,
2023 2022 2021
(%) (%) (%)
The average rand/dollar exchange rate weakened/(strengthened) by:
17  (1) (2)
CPI (inflation rate) 5.4 7.4 4.9
Government policies that could materially impact operations

    The mining industry in South Africa is extensively regulated through legislation and regulations issued by government’s administrative bodies. One of the key findings of the Frasers Institute weighing on South Africa’s investment appeal, is lack of regulatory certainty. Although the industry’s successfully challenge of Mining Charter III in the High Court, that set aside certain provisions of the charter on the basis that it was purported legislation (as opposed to policy) provided some certainty to the industry, turnaround in obtaining permits and regulatory approvals remains slow, delaying the execution of key capital projects. The increasing prominence of ESG is also resetting the standard on transparency and sustainability and society generally is far more environmentally and socially aware, applying increasing pressure through providers of capital and the regulator to enforce compliance. For a more detailed discussion of government policies that may impact our operations, please refer to Item 4B: "Governmental regulations and their effects on our business."

Key financial and operating indicators

The table below presents the key performance measurement data for the past two fiscal years: The financial results for the fiscal years below are stated in accordance with IFRS as issued by the IASB. The table includes the key performance measures for our business and its profitability, which are revenue, gold production, gold prices, operating costs, cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram, capital expenditure (additions to property, plant and equipment) and Ore Reserves.

Financial and operating data
Year ended June 30,
2023 2022
Revenue (R'm) 5,496.3 5,118.5
Gold production (ounces) 169,820 183,902
Gold production (kilograms) 5,282 5,720
Gold sold (ounces) 169,531 183,709
Gold sold (kilograms) 5,273 5,714
Average spot gold price (R/kilogram) 1,045,472 896,877
Average gold price received (R/kilogram) 1,041,102 894,409
Cost of sales (R'm) 3,911.0 3,741.5
Operating costs (R'm) 3,711.4 3,506.5
Cash operating costs (R'm) (1)
3,688.1 3,463.8
Cash operating costs (R/kilogram) (1)
697,382 600,875
All-in sustaining costs (R/kilogram) (1)
827,148 721,684
All-in costs (R/kilogram) (1)
937,525 746,255
Additions to property, plant and equipment (R'm) 1,030.9 598.4
(1) Cash operating costs, cash operating costs per kilogram, all-in sustaining costs, all-in sustaining costs per kilogram and all-in costs and all-in costs per kilogram are non-IFRS financial measures of performance that we use to monitor performance. A reconciliation of these measures to the nearest IFRS measure is included in Item 5A.: “Operating Results - Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”

Revenue

Revenue increased by 7% to R5,496.3 million in fiscal year 2023 from R5,118.5 million in fiscal year 2022 mainly due to the average rand gold price received that increased by 16% to R1,041,102 per kilogram offset by the 441kg decrease in gold sold from 5,714 kilograms in fiscal 2022 to 5,273 kilograms in fiscal 2023.

    Refer to Item 5A:. “Operating results: Key drivers of our operating results and principal factors affecting our operating results” for a discussion regarding the gold price received and sales volumes.


Capital expenditure

During fiscal year 2023 capital expenditure increased by R432.5 million to R1,030.9 million from R598.4 million in fiscal year 2022.

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Ergo’s capital expenditure during fiscal year 2023 increased by R391.8 million to R816.0 million from R424.2 million in fiscal year 2022. This was mainly due to construction of the solar plant amounting to R502.0 million , further development of R139.3 million for the development of reclamation sites including Marievale and Rooikraal dumps and various capital expenditure on the Brakpan/Withok TSF amounting to R45.4 million.

FWGR’s capital expenditure during fiscal year 2023 increased by R50.0 million to R209.8 million from R159.8 million in fiscal year 2022. This was mainly due to the development of the Driefontein 3 reclamation site amounting to R142.9, design work for the RTSF amounting to R7.8 million and capital expenditure on the Driefontein 4 Tailings Storage Facility amounting to R3.5 million.

During fiscal year 2022, capital expenditure was R598.4 million primarily consisting of expenditure incurred on sustaining capital expenditure on the existing and new reclamation sites, the Brakpan/Withok TSF, the Brakpan plant, the construction for the additional thickener and the design work for CPP which was also applicable to the potential expansion of DP2.

Critical accounting policies

    The preparation of the consolidated financial statements requires management to make accounting assumptions, estimates and judgements that affect the application of the Group's accounting policies and reported amounts of assets and liabilities, income and expenses. By their nature, judgements are subject to an inherent degree of uncertainty. Accounting assumptions, estimates and judgements are reviewed on an ongoing basis. Revisions to reported amounts are recognized in the period in which the revision is made and in any future periods affected. Actual results may differ from these estimates.

Management has discussed the development and selection of each of these critical accounting policies with the Board of Directors and the Audit Committee, both of which have approved and reviewed the disclosure of these policies. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 18. “Financial Statements”.

Critical accounting policies that require significant judgment

    Management believes the following critical accounting policies require more significant judgements to be used in the preparation of our consolidated financial statements and could potentially impact our financial results and future financial performance:
•Payments made under protest: Judgement regarding the outcome of the matter, and
•Contingencies: Judgement regarding the outcome of the respective matters

Payments made under protest

    The assessment to develop and apply the relevant accounting policy for payments made under protest that arise from the Municipality Electricity Tariff Dispute (refer Item 18. ‘‘Financial Statements - Note 24 Payments made under protest”) requires the exercise of significant judgement.

    The judicial proceedings that impact the Payments made under protest are inherently complex legal issues that are subject to uncertainties and complexities and are subject to interpretation.

Contingencies

    The assessment of the impact of contingent liabilities requires the exercise of significant judgement regarding the outcome of uncertain future events. Litigation and other judicial proceedings inherently entail complex legal issues that are subject to uncertainties and complexities and are subject to interpretation.

Critical accounting policies that require significant assumptions and estimates

    Management believes the following are critical accounting policies which involve the more significant assumptions and estimates used in the preparation of our consolidated financial statements, and are therefore considered DRDGOLD’s critical accounting estimates which could potentially impact our financial results and future financial performance:
•Depreciation: Estimation of the life-of-mine
•Provision for environmental rehabilitation: Estimation of future environmental rehabilitation costs
•Income tax: Estimation of the deferred tax rate
•Payments made under protest: Estimation of the carrying value and recoverability
•Other investments:    Estimation of the fair value of financial assets

Depreciation: Estimation of life-of-mine

    Depreciation of mine plant facilities and equipment, as well as mining property and development (including mineral rights) are calculated using the units of production method which is based on the life-of-mine of each site. The life-of-mine is primarily based on proved and probable mineral reserves. It reflects the estimated quantities of economically recoverable gold that can be recovered from reclamation sites based on the estimated gold price. Changes in the life-of-mine will impact depreciation on a prospective basis. The life-of-mine is prepared using a methodology that takes account of current information to assess the economically recoverable gold from specific reclamation sites and includes the consideration of historical experience.

Provision for environmental rehabilitation: Estimation of future environmental rehabilitation costs

    Provisions for environmental rehabilitation are provided at the present value of the costs expected to be incurred in the future to settle the obligation based on current prices. The unwinding of the obligation is included in profit or loss. Estimated future costs of environmental rehabilitation are reviewed regularly and adjusted as appropriate. Changes in estimates are capitalized or reversed against the related asset but taken to profit or loss if there is no related asset left. Gains or losses from the expected disposal of assets are not taken into account when determining the provision.

    Estimates of future environmental rehabilitation costs are based on the Group’s environmental management plans which are developed in accordance with regulatory requirements, the life-of-mine plan and the planned method of rehabilitation which is influenced by developments in trends and technology.
39



Income tax: Estimation of the deferred tax rate

    Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The deferred tax liability is calculated by applying a forecast weighted average tax rate that is based on a prescribed formula. The calculation of the forecast weighted average tax rate requires the use of assumptions and estimates and are inherently uncertain and could change materially over time. These assumptions and estimates include the expected future profitability and timing of the reversal of the temporary differences. Due to the forecast weighted average tax rate being based on a prescribed formula that increases the effective tax rate with an increase in forecast future profitability, and vice versa, the tax rate can vary significantly year on year and can move contrary to current period financial performance.

Payments made under protest: Estimation of the carrying value and recoverability

    The discounted amount of the Payments made under protest is determined using assumptions about the future that are inherently uncertain and can change materially over time and includes the discount rate and discount period.

    These assumptions about the future include estimating the timing of concluding on the main application, i.e. the discount period, the ultimate settlement terms (refer Item 18. ‘‘Financial Statements - Note 24 Payments made under protest”), the discount rate applied and the assessment of recoverability.

    Recognition and measurement

    The asset that arises from the Ekurhuleni electricity dispute (refer Item 18. ‘‘Financial Statements - Note 24 Payments made under protest”) and that are payments made under protest is initially measured at a discounted amount and any difference between the face value of payments made under protest and the discounted amount on initial recognition is recognised in profit or loss as a finance expense. Subsequent to initial recognition, the Payments made under protest is measured using the effective interest method to unwind the discounted amount to the original face value less any write downs for recovery. Unwinding of the carrying value and changes in the discount period are recognised in the statement of profit or loss.

    Assessment of recoverability

    The discounted amount of the payments under protest is assessed at each reporting date to determine whether there is any objective evidence that the full amount is no longer expected to be recovered. The Group considers the reasonable and supportable information related to the creditworthiness of Ekurhuleni Metropolitan Municipality and events surrounding the outcome of the Main Application (refer Item 18. ‘‘Financial Statements - Note 24 Payments made under protest”). Any write down is recognised in the statement of profit or loss.

    Other investments: Estimation of the fair value of financial assets

    The fair value of other investments is determined using assumptions about the future that are inherently uncertain and can change materially over time. It includes several assumptions that are based on both observable and unobservable inputs. Assumptions applied in the estimation of the fair value of the investment in Rand Refinery include the following:

40



Amounts in R million Observable/unobservable input Unit 2023 2022
Rand Refinery operations
Forecast average gold price Observable input R/kg 1,060,562 880,207
Forecast average silver price Observable input R/kg 13,460 11,209
Average South African CPI Observable input % 4.5  4.4 
South African long-term government bond rate Observable input % 10.5  10.3 
Terminal growth rate Unobservable input % 4.5  4.4 
Weighted average cost of capital Unobservable input % 17.0  15.9 
Investment in Prestige Bullion
Discount period Unobservable input years 10 11
Cost of equity Unobservable input % 17.0 14.2 
    Marketability and minority discounts (both unobservable inputs) were also applied of 15.3% and 17.0% (2022: 16.5% and 17.0%) respectively. The latest budgeted cash flow forecasts provided by Rand Refinery as at June 30, 2023 was used, and therefore classified as an unobservable input into the models.

New standards, amendments to standards and interpretations

    Refer to Item 18. ‘‘Financial Statements - Note 3 – New standards, amendments to standards and interpretations” for a discussion of relevant standards, amendments to standards and interpretations that may be applicable to the business of the Group and may have an impact on future consolidated financial statements.

Comparison of financial performance for the fiscal year ended June 30, 2023 with fiscal year ended June 30, 2022

Gold revenue

The following table illustrates the year-on-year change in gold revenue for fiscal year 2023 in comparison to fiscal year 2022:

R million Total Impact of change in amount of gold sold Impact of change in gold price Net change Total
gold revenue gold revenue
2022 2023
Ergo 3,700.1 (181.5) 585.9 404.4 4,104.5
FWGR 1,410.6 (213.1) 187.7 (25.4) 1,385.2
Consolidated 5,110.7 (394.6) 773.6 379.0 5,489.7

Gold revenue increased by R379.0 million, or 7%, to R5,489.7 million during fiscal year 2023. This was mainly due to the average rand gold price received which increased by 16% to R1,041,102 per kilogram offset by a decrease in gold sold from 183,709 ounces to 169,531 ounces.

Cost of sales

    Cost of sales amounted to R3,911.0 million in fiscal year 2023, consisting mainly of operating costs of R3,711.4 million, depreciation of R217.5 million, a positive movement in gold in process of R10.8 million and a positive movement in the change in estimate of environmental rehabilitation of R7.1 million. These are discussed as follows:

Operating costs

    Operating costs increased by 6% to R3,711.4 million for fiscal year 2023 compared to R3,506.5 million for fiscal year 2022. The increase is mainly due to above inflationary increases in mainly the cost of cyanide, steel and steel-related products, electricity and fuel. There was also a significant increase in machine hire costs due to mechanical reclamation to reclaim material from the major clean up sites.

Depreciation

Depreciation charges were R217.5 million for fiscal year 2023 compared to R267.6 million for fiscal year 2022. Depreciation charges decreased as a result of an 18% decrease in tonnes milled and an increase in the life of mine of Ergo. This is despite an increase in capital expenditure during the year as a significant portion of capital expenditure was for assets not brought into use during fiscal year 2023.

Change in estimate of environmental rehabilitation

As of June 30, 2023, we estimate our total environmental rehabilitation provision, being the discounted estimate of future costs, to be R562.1 million as compared to R517.7 million at June 30, 2022. A change in estimate of environmental rehabilitation of R7.1 million was recognized due to changes in the estimated timing of the vegetation of non-viable reclamation sites and dormant infrastructure. In addition, a R20.4 million increase in the provision due to above inflationary increases on machine hire rates.

A total of R630.6 million (2022: R589.8 million) is invested in funds held in insurance instruments to secure financial guarantees provided to the DMRE through an insurance cell captive company, the Guardrisk Cell Captive. The increase is attributable to growth of R40.7 million on these funds during fiscal year 2023. As at June 30, 2023, guarantees amounting to R951.8 million were in issue to the DMRE (2022: R614.0 million). Any shortfall between the invested funds and the estimated provisions is expected to be financed by contributions to the Guardrisk Cell Captive from time to time as required over the remaining production life of the respective mining operations and, at the time of mine closure, the proceeds on the disposal of remaining assets and gold from plant clean-up.
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The transfer of the funds, during fiscal year 2022, from the environmental trust fund to the Guardrisk Cell Captive was completed after the required approvals for the change in method and transfer of the environmental trust funds were obtained from the DMRE and a thorough consideration of tax and legal impacts was performed.

Movements in gold in process

Movement in gold in process in fiscal year 2023 amounted to R10.8 million mainly due to an increase in the lock up of gold in process at the plants and finished inventories - Gold Bullion.

Administration expenses and general costs

Administration expenses and general costs increased by R11.7 million from R161.2 million in fiscal year 2022 to R172.9 million in fiscal year 2023, mainly as a result of inflation, and an increase in the short term incentive payments. The increases were offset by decreases in transaction and exploration costs from R15.2 million in fiscal year 2022 to R4.6 million in fiscal year 2023.

Finance income

Finance income increased from R225.8 million in fiscal year 2022 to R334.3 million in fiscal year 2023, mainly due to an increase in interest income earned of R78.3 from higher cash and cash equivalents balances maintained during the year and higher interest rates.

Finance expense

Finance expenses decreased from R74.8 million in fiscal year 2022 to R70.7 million in fiscal year 2023, mainly attributable to discount on the initial payment made under protest of R19.0 million compared to R21.1 million in fiscal year 2022.

Income tax

Income tax amounted to a charge of R405.0 million for fiscal year 2023 (2022: charge of R334.3 million) and consists of a current tax charge of R286.3 million (2022: charge of R261.6 million) and a deferred tax charge of R118.7 million (2022: deferred tax charge of R72.7 million).

The current tax increased to R286.3 million in fiscal year 2023 from R261.6 million in fiscal year 2022 mostly due to an increase in the taxable mining income of both Ergo and FWGR resulting mainly from an increase in profits due to the high rand gold price. This was in part offset by increased capital expenditure for which full capital redemption under section 36 of the Income Tax Act was applied.

The forecast weighted average deferred tax rate for both Ergo and FWGR remained unchanged in fiscal year 2023 at 22% and 29%. Refer to Item 10E.: Taxation – “Income Tax and Withholding Tax on Dividends” for a detailed explanation on changes in taxation laws and regulations.

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Non-IFRS Measures

Set forth below is a discussion of non-IFRS measures presented in this report, including a reconciliation of such measures from the nearest measure under IFRS, as well as an explanation as to why we believe that presentation of such information provides useful information to investors and additional purposes, if any, for which we use such measures.

Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)

Set forth below is a presentation of our Adjusted EBITDA, which is a non-IFRS measure, including the items included in this measure and a reconciliation from profit for the year. Our calculation of Adjusted EBITDA is based on the calculation of this measure as included in our RCF agreement which was not renewed in September 2022 when it expired. The Group still considers the presentation of Adjusted EBITDA as relevant to our investors as our holding company, Sibanye-Stillwater, who consolidates our results, discloses a similar non-IFRS measure to its investors. Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of performance under IFRS and should be considered in addition to, and not as a substitute for, other measures of financial performance and liquidity.
Year ended, June 30
Reconciliation of adjusted EBITDA 2023 2022
Profit for the year 1,281.4 1,123.8
Income tax 405.0 334.3
Profit before tax 1,686.4 1,458.1
Finance expense 70.7 74.8
Finance income (334.3) (225.8)
Results from operating activities 1,422.8 1,307.1
Depreciation 217.5 267.6
Share based payment expense
22.0 18.4
Change in estimate of environmental rehabilitation recognised in profit or loss (7.1) (2.2)
Gain on disposal of property, plant and equipment (10.3) (6.6)
IFRS 16 Lease payments
(16.9) (23.8)
Exploration expenses and transaction costs 4.6 15.2
Adjusted earnings before interest, tax depreciation and amortisation ("Adjusted EBITDA") 1
1,632.6 1,575.7
1 See Glossary of Terms for definitions.
Cash operating costs, cash operating costs per kilogram, sustaining capital expenditure, all-in sustaining costs, growth capital expenditure and all-in costs per kilogram

Cash operating costs, cash operating costs per kilogram, sustaining capital expenditure, all-in sustaining costs, growth capital expenditure and all-in costs per kilogram are non-IFRS financial measures that should not be considered by investors in isolation or as alternatives to cost of sales, net profit/(loss) attributable to equity owners of the parent, profit/(loss) before tax and other items or any other measure of financial performance presented in accordance with IFRS or as an indicator of our performance. While the World Gold Council has provided guidance for the calculation of cash operating costs, cash operating costs per kilogram, all-in sustaining costs and all-in costs per kilogram as well as classification of capital expenditure between sustaining capital expenditure and growth capital expenditure, such measurements may vary significantly among gold mining companies, and these definitions by themselves do not necessarily provide a basis for comparison with other gold mining companies. However, we believe that these measures are useful indicators to investors and our management of an individual mine's performance and of the performance of our operations as a whole as they provide:
•an indication of a mine’s profitability and efficiency;
•the trend in costs;
•a measure of margin per kilogram, by comparison of the cash operating costs per kilogram to the price of gold; and
•a benchmark of performance to allow for comparison against other mines and mining companies.
43



For fiscal year 2023, consolidated cash operating costs per kilogram increased by 16% to R697,382 per kilogram from R600,875 per kilogram in fiscal year 2022. Consolidated all-in sustaining costs per kilogram increased by 15% to R827,148 per kilogram in fiscal year 2023 from R721,684 per kilogram in fiscal year 2022. Consolidated all-in costs per kilogram increased by 26% to R937,525 per kilogram of gold in fiscal 2023 from R746,255 per kilogram of gold in fiscal year 2022.

The increase in consolidated cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram was mainly due to an increased in cash operating costs, which is due to above inflationary increases mainly in the cost of cyanide, steel and steel-related products, electricity and fuel. There was also a significant increase in machine hire costs due to mechanical reclamation to reclaim material from the major clean up sites. Furthermore, the reduction in gold produced also contributed to the increases.
The increase in cash operating cost during fiscal year 2023 contributed to the increase in all-in sustaining costs per kilogram. The increase in growth capital expenditure incurred during fiscal year 2023 similarly contributed to the increase in all-in costs per kilogram.

Reconciliation of cash operating costs, cash operating costs per kilogram, all-in sustaining costs, all-in sustaining costs per kilogram, all-in costs and all-in costs per kilogram
R millions 2023 2022
Cost of sales
3,911.0 3,741.5
Depreciation (217.5) (267.6)
Change in estimate of environmental rehabilitation 7.1 2.2
Movement in gold in process 10.8 30.4
Operating costs 3,711.4 3,506.5
Ongoing rehabilitation expenditure (26.8) (31.6)
Care and maintenance costs (0.4) (5.9)
Other operating income/(costs) 3.9 (5.2)
Cash operating costs 1
3,688.1 3,463.8
Movement in gold in process (10.8) (30.4)
Administration expenses and other costs excluding non-recurring items 1
172.2 146.0
Other operating income/(costs) (3.4) 5.1
Change in estimate of environmental rehabilitation (7.1) (2.2)
Unwinding of rehabilitation provision 46.2 45.0
Sustaining capital expenditure 1
476.3 496.4
All-in sustaining costs 1
4,361.5 4,123.7
Care and maintenance costs 0.4 5.9
Ongoing rehabilitation expenditure 26.8 31.6
Exploration expenses and transaction costs 0.2 15.2
Growth capital expenditure 1
554.6 87.7
All-in costs 1
4,943.5 4,264.1
Gold produced (kilograms) 5,282 5,720
Cash operating costs per kilogram (R per kilogram) 697,382 600,875
All-in sustaining costs per kilogram (R per kilogram) 827,148 721,684
All-in costs per kilogram (R per kilogram) 937,525 746,255
Reconciliation of sustaining capital expenditure and growth capital expenditure
Additions - property, plant and equipment owned 1,030.9 584.1
Less
Growth capital expenditure 1
554.6 87.7
Sustaining capital expenditure 1
476.3 496.4
1See Glossary of Terms for definitions.
44


Cash operating costs

    Cash operating costs are linked directly to the level of throughput of a specific fiscal year.

    The following table illustrates the year-on-year change in cash operating costs for fiscal year 2023 in comparison with fiscal year 2022.

R million Cash operating costs Impact of change in throughput Impact of change in costs Net change Cash operating costs
2022 2023
Ergo 3,009.8 (650.3) 823.7 173.4 3,183.2
FWGR 454.0 (28.4) 79.2 50.9 504.9
Total 3,463.8 (678.7) 902.9 224.3 3,688.1

    Cash operating costs in fiscal year 2023 increased by R224.3 million to R3,688.1 million compared to cash operating costs of R3,463.8 million in fiscal year 2022.The increase is due to above inflationary increases mainly in the cost of cyanide, steel and steel-related products, electricity and fuel. There was also a significant increase in machine hire costs due to mechanical reclamation to reclaim material from the major clean up sites.

    The following table lists the major components of cash operating costs for the Group for each operation and fiscal year set forth below respectively:

Ergo FWGR
Years ended Year ended
Costs 2023 2022 Costs 2023 2022
Consumables 32  % 29  % Consumables 35  % 32  %
Labor 18  % 18  % Labor 20  % 21  %
Electricity and water 17  % 18  % Specialized service providers 16  % %
Specialized service providers 19  % 16  % Electricity and water % 19  %
Machine hire % % Machine hire % %
Security expenses % % Security expenses % %
Other costs % 11  % Other costs 14  % 12  %
5B. LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities

    Cash generated from operating activities amounted to R1,655.6 million for fiscal year 2023 (fiscal year 2022: R1,497.8 million).

    Cash generated from operating activities increased during fiscal year 2023 mostly due to a 16% increase in the average rand gold price received to R1,041,102 per kilogram and offset by a 16% increase in cash operating costs to 697,382 per kilogram. Net movement in working capital (changes in trade and other receivables, consumable stores and stockpiles and trade and other payables) amounted to a cash inflow of R44.1 million in fiscal year 2023.

    The increase in cash inflows was partially offset by a R52.1 million increase in current tax paid to R314.8 million.

Cash flows from investing activities

Net cash utilized by investing activities amounted to R1,186.5 million in fiscal year 2023 compared to R626.2 million in fiscal year 2022.

In fiscal year 2023, net cash utilized by investing activities consisted mainly of R1,145.2 million in additions to property, plant and equipment, R28.4 million investment in other funds and R13.8 million spent on environmental rehabilitation payments. These outflows were reduced by R0.9 million proceeds on the disposal of property, plant and equipment.

In fiscal year 2022, net cash utilized by investing activities consisted mainly of R584.1 million in additions to property, plant and
equipment, R28.9 million investment in other funds and R25.4 million spent on environmental rehabilitation payments. These outflows were reduced by R12.2 million proceeds on the disposal of property, plant and equipment.

Cash flows from financing activities

Net cash outflow from financing activities was R532.2 million in fiscal year 2023 compared to net cash outflows of R533.0 million in fiscal year 2022.

During fiscal year 2023, the net cash outflow consisted mostly of dividends paid on ordinary shares amounting to R515.3 million.

During fiscal year 2022, the net cash outflow consisted mostly of dividends paid on ordinary shares amounting to R513.3 million.

45


Cash and cash equivalents

    Cash and cash equivalents as at June 30, 2023 amounted to R2,471.4 million compared to R2,525.6 million at the end of fiscal year 2022. Substantially all of our cash and cash equivalents balances were denominated in South African rand. Cash and cash equivalent denominated in foreign currency amounted to USD 3.7 million at June 30, 2023 compared to USD 3.4 million at the end of fiscal year 2022.
    
    Cash and cash equivalents as at June 30, 2023 includes restricted cash related to guarantees of R11.4 million compared to R10.7 million at the end of fiscal year 2022.

    At September 30, 2023, our cash and cash equivalents were R1,498.3 million.

Borrowings and funding

At June 30, 2023 and September 30, 2023, we had no external sources of capital. Pursuant to the Group having started to evaluate its funding structure for its expanded budgeted capital expenditure programme in future years, a decision was made to not renew the RCF in September 2022.

Anticipated funding requirements and sources

    Our cash and cash equivalents are set out above under “Cash and cash equivalents”. Management believes that existing cash resources, net cash generated from operations and long term finance options available for long term capital projects will be sufficient to meet the anticipated commitments of our existing operations for fiscal year 2024 which expected to be approximately R3.5 billion. As a result of the sustained high rand gold price, at September 30, 2023 the Group has a cash and cash equivalents balance of R1,498.3 million after paying a final dividend of R559.4 and incurring capital expenditure of R597.0 during the first quarter of fiscal year 2023. Liquidity has been enhanced by the continued high rand gold price levels.


5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

    DRDGOLD has a dedicated team that looks at ways and means of improving recoveries. While the team remains active with an ongoing focus on improving extraction efficiencies, the projects undertaken during the year ended June 30, 2023 were focused on optimizing the existing facilities rather than implementing new technologies to improve extraction efficiencies. We have no registered patents or licenses.


5D. TREND INFORMATION

Any sustained decline in the market price of gold from the current elevated gold price levels would adversely affect us, and any decline in the price of gold below the cost of production could result in the closure of some or all of our operations which would result in significant costs and expenditure, such as, incurring retrenchment costs earlier than expected which could lead to a decline in profits, or losses. In addition, as most of our production costs are in rands, while gold is sold in dollars and then converted to rands, our results of operation and financial condition have been and could be in the future materially affected by an appreciation in the value of the rand. Accordingly, any sustained decline in the dollar price of gold and/or the strengthening of the South African rand against the dollar would negatively and adversely affect our business, operating results and financial condition.
    
    For the fiscal year 2024, we are planning Group gold production of between 165,000 (5,132kg) to 175,000 (5,443kg) ounces at cash operating unit cost of approximately R770,000 per kilogram and expect a capital investment of approximately R3.5 billion.

Reconciliation of budgeted cost of sales to budgeted cash operating costs (R’million)
Cost of sales
4,371.8
Reconciling items 1
(307.6)
Cash operating costs 2
4,064.2
1Includes expected depreciation of R262.6 million, ongoing environmental expenses of R43.9 million and care and maintenance expenses of R1.1 million
2 See glossary of terms for definition
Rounding of figures may result in computational discrepancies
Our ability to meet the full year’s production target could be impacted in a number of ways, including stoppages in production due to power interruptions and other risks (refer Item 3D. Risk Factors—Risks related to our business and operations and “–Forward Looking Statements”). We are also subject to cost pressures in the event of above inflation increases in labor, key consumables, diesel, steel and cyanide. Unforeseen changes in ore grades and recoveries, unexpected changes in the quality or quantity of reserves and resource, technical production issues, environmental and industrial accidents, gold theft, environmental factors and pollution could adversely impact the production, sales and cash operating costs for fiscal year 2024 and cause us to fail to meet our targets for the year.

    Refer to Item 5A.: “Key drivers of our operating results and principal factors affecting our operating results” for a discussion of the trends in the US Dollar gold price as well as exchange rates impacting our business.

    Set forth below is our summary results for the first quarter of fiscal year 2024. This information has not been audited.


46


Operating results for the quarter ended September 30, 2023
Quarter ended Quarter ended
September 30, 2023 June 30, 2023 % change
Production
Gold produced kg 1,284 1,222 %
oz 41,281 39,288 %
Gold sold kg 1,267 1,222 %
oz 40,735 39,288 %
Ore milled Metric (000't) 5,632 4,972 13  %
Yield Metric (g/t) 0.228 0.246 (7  %)
Reconciliation of adjusted EBITDA (R'million)
Profit for the period 257.3 258.2
Income tax 80.4 232.0
Profit before tax 337.7 490.2
Finance expense 17.2 21.4
Finance income (64.2) (107.4)
Results from operating activities 290.7 404.2
Depreciation 72.2 57.6
Share based payment expense 6.3 5.7
Change in estimate of environmental rehabilitation recognised in profit or loss (7.1)
Gain on disposal of property, plant and equipment (10.3)
Loss on disposal of property, plant and equipment
0.1
IFRS 16 Lease payments 1
(4.5) (4.5)
Exploration expenses and transaction costs 1.0 1.4
Adjusted EBITDA 1,2*
365.8 447.0
1 The amended RCF includes IFRS 16 lease payments in the calculation of the adjusted EBITDA
2 See Glossary of Terms for definitions.
* The adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of performance under IFRS and should be considered in addition to, and not as substitute for other measures of financial performance and liquidity
Reconciliation of cash operating costs, cash operating costs per kilogram, all-in sustaining costs, all-in sustaining costs per kilogram, all-in costs and all-in costs per kilogram (R'millions)
Cost of sales
1,121.5 1,007.2
Depreciation (72.2) (57.6)
Change in estimate of environmental rehabilitation 7.1
Movement in gold in process 24.5 5.9
Operating costs 1,073.8 962.6
Ongoing rehabilitation expenditure (3.5) (6.8)
Care and maintenance costs (0.1) 0.3
Other operating income/(costs) 0.3 3.2
Cash operating costs 1
1,070.5 959.3
Movement in gold in process (24.5) (5.9)
Administration expenses and other costs excluding non-recurring items 1
50.1 51.8
Other operating (income)/Costs 1.3 (3.3)
Change in estimate of environmental rehabilitation (7.0)
Unwinding of rehabilitation provision 14.2 6.5
Sustaining capital expenditure 1
93.3 125.0
All-in sustaining costs 1
1,204.9 1,126.4
Care and maintenance costs 0.1 (0.3)
Ongoing rehabilitation expenditure 3.5 6.8
Exploration expenses and transaction costs (3.0)
Growth capital expenditure 1
182.4 276.3
All-in costs 1
1,390.9 1,406.2
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Quarter ended Quarter ended
September 30, 2023 June 30, 2023 % change
Price and costs
Average gold price received R per kg 1,154,771 1,181,488 (2  %)
US$ per oz 1,927 1,968 (2  %)
Cash operating costs R/t 190 193 (2  %)
US$/t 10 10 —  %
Cash operating costs R per kg 825,630 780,054 %
US$ per oz 1,378 1,299 %
All-in sustaining costs ** R per kg 951,008 921,603 %
US$ per oz 1,587 1,535 %
All-in cost ** R per kg 1,097,718 1,150,641 (5  %)
US$ per oz 1,832 1,916 (4  %)
Capital expenditure
Sustaining Rm 93.3 125.0 (25) %
US$m 5.0 6.7 (25) %
Non-sustaining/growth Rm 182.4 276.3 (34) %
US$m 9.8 14.8 (34) %
Average R/US$ exchange rate 18.64 18.68 —  %
Reconciliation of sustaining capital expenditure
Additions - property, plant and equipment owned 275.7 401.3
Less
    Growth capital expenditure 1
182.4 276.3
Sustaining capital expenditure 1
93.3 125.0
1 See Glossary of Terms for definitions.
Rounding of figures may result in computational discrepancies
** All-in cost definitions based on the guidance note on non-GAAP Metrics issued by the World Gold Council on 27 June 2013.
    Gold production increased by 5% from the previous quarter to 1,284kg primarily due to a 13% increase in tonnage throughput despite yield being 0.018g/t lower at 0.228g/t. Gold sold increased by 45kg to 1,267kg.

    Cash operating costs per kilogram of gold sold increased to R825,630/kg due to an increase in Municipal electricity tariffs and winter tariffs charged during the current quarter. The cash operating costs per tonne of material decreased marginally from previous quarter to R190/t despite an increase in cash operating costs due to the increase in tonnage throughput.

    All-in sustaining costs per kilogram was R951,008/kg, increasing quarter on quarter mainly due to the increase in cash operating costs. All-in costs per kilogram was R1,097,718/kg, decreasing quarter on quarter mainly due to a decrease in growth capital expenditure in comparison to the previous quarter.
    
    Adjusted EBITDA decreased by 18% from the previous quarter to R365.8 million primarily due to an increase in cash operating costs.
    
    Cash and cash equivalents decreased by R973.1 million to R1,498.3 million as at September 30, 2023 (June 30, 2023: R2,471.4 million) after paying the final cash dividend of R559.4 million for the year ended June 30, 2023 and capital expenditure of R597.0 million incurred for the first quarter of fiscal year 2024.


48



5E. CRITICAL ACCOUNTING ESTIMATES

    For more information on environmental rehabilitation obligations Note 2 - “Use of accounting assumptions, estimates and judgements” under Item 18. “Financial Statements".

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A. DIRECTORS AND SENIOR MANAGEMENT

Directors and Executive Officers

    Our board of directors may consist of not less than four and not more than twenty directors. As at June 30, 2023, our board consisted of nine directors.

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

    The address of each of our Executive Directors and non-executive directors is the address of our principal executive offices. Refer to Item 4A. Information on the Company – Introduction for the company’s address.

Executive Directors
Niël Pretorius (56) (BProc, LLB, LLM)
Chief Executive Officer.
•Member: Risk Committee

Niël Pretorius has two decades of experience in the mining industry. He was appointed CEO designate of DRDGOLD on 21 August 2008 and CEO on 1 January 2009. Having joined the company on 1 May 2003 as legal advisor, he was promoted to Group Legal Counsel on 1 September 2004 and General Manager: Corporate Services on 1 April 2005. Niël was appointed as CEO of Ergo Mining Operations (formerly DRDGOLD SA) on 1 July 2006 and became Managing Director on 1 April 2008. Niël also serves as an elected board member of the Minerals Council South Africa.

    Riaan Davel(47) (BCom (Hons), MCom, CA (SA)
Chief Financial Officer.
•Member: Social and Ethics Committee

    Riaan Davel joined DRDGOLD in January 2015, before which he gained 17 years’ experience in the professional services industry, the majority obtained in the mining industry in Africa. As part of his experience, Riaan provided assurance and advisory services, including support and training on the International Financial Reporting Standards (IFRS) to clients and teams across the African continent.
He spent seven years at KPMG as an audit partner, performing, inter alia, audits of listed companies in the mining industry, including SEC registrants. Riaan also has experience as an IFRS technical partner and represented the South African Institute of Chartered Accountants on the International Accounting Standards Board’s project on Extractive Activities from 2003 to 2010. Riaan also served on committees that update the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (the SAMREC Code).
As Chief Financial Officer, he is playing an important role in directing DRDGOLD’s strategic growth so that environmental impact is delivered in tandem with value for the Company, its shareholders, as well as society as a whole, by adopting and applying the best practicable environmental options, as well as monitoring, evaluating and reporting the success of the mitigation measures applied.
The DRDGOLD Annual Integrated Report, which Riaan oversees, has been ranked in the “Excellent” category at the EY Excellence in Integrated Reporting Awards for the third consecutive time in September 2023. Riaan was a nominee for the CFO of the Year at the CFO Awards 2022.

Non-executive Directors
    Timothy Cumming (65) (BSc (Hons) (Civil Engineering), MA (Philosophy, Politics and Economics)
Non-executive Chairman
•Chairman: Board
•Chairman: Nominations Committee
•Member: Risk Committee and Remuneration Committee
    
Timothy (Tim) Cumming was appointed to the DRDGOLD Board on 1 August 2020 and was appointed as non-executive Chairman of the DRDGOLD Board and Chairman of the Nominations Committee on 1 December 2021. He is also an independent non-executive director of Sibanye-Stillwater Limited and Nedgroup Investments Limited, and serves as non-executive Chairman of Riscura Holdings Limited.

His career spans mining, financial services and consulting. He is the founder of Scatterlinks Proprietary Limited, a South African-based company providing leadership development and advisory services to senior business executives.

Tim started out as an engineer at the Anglo American Corporation of South Africa Limited working on a number of gold and diamond mines including involvement in the geo-technical design of the Ergo tailings facility. Thereafter he held senior roles in financial services including General Manager at Allan Gray Limited, Head of Investment Research at HSBC Securities (SA), CEO of Old Mutual Asset Managers and MD of various divisions within the Old Mutual Group.

Other involvements include Chairmanship of the Mandela Rhodes Foundation’s Investment Committee and the Woodside Endowment Trust.

49


    Edmund Jeneker (61) (Chartered Director (SA), B Hons, IEDP, M.Inst.D., SAIPA)
Lead Independent Non-executive Director
•Chairman: Social and Ethics Committee
•Member: Remuneration Committee and Nominations Committee

Edmund Jeneker was appointed non-executive director in November 2007 and lead independent non-executive director in August 2017. He has more than 31 years’ experience as an executive in banking, business strategy, advisory and management at Grant Thornton South Africa Proprietary Limited, Swiss Re Corporate Solutions Advisors South Africa Proprietary Limited, the World Bank Competitiveness Fund and Deloitte South Africa. He completed almost 15 years at Absa Bank and Barclays Africa Group, where he was managing executive and served as director on the boards of several subsidiaries in the Absa and Barclays Africa Group.

Edmund is active in community social upliftment and served as a member of the Provincial Development Commission of the Western Cape Provincial Government. He currently serves on the Advisory Board of Global Competent Boards (Canada), Social and Ethics Forum of the Institute of Directors Southern Africa, Chairman of the Suidoosterfees NPC and The Cape Philharmonic Orchestra. He is a Certified ESG and Climate Change Competent Director and Chartered Director (SA).

    Johan Holtzhausen (77) (BSc (Geology and Chemistry),
BCompt (Hons), CA (SA)
Independent Non-executive Director
•Chairman: Audit Committee
•Member: Remuneration Committee and Nominations Committee

    Johan Holtzhausen was appointed as an independent non-executive director on 25 April 2014. With more than 43 years’ experience in the accounting profession, he served as a senior partner at KPMG Services Proprietary Limited. His clients included major corporations listed in South Africa, Canada, the UK as well as Australia and the United States.

Johan chairs the Audit and Risk Committee of Tshipi é Ntle Manganese Mining Proprietary Limited. He is a non-executive director of Caledonia Mining Corporation Plc, a Jersey corporation listed in the United States and the United Kingdom, and he chairs its Audit and Risk Committee.
    Jean Nel (51) (BAcc (Hons), CA (SA), CFA (AIMR))
Independent Non-executive Director
•Chairman: Remuneration Committee
•Member: Audit Committee; Remuneration Committee; and Risk Committee

    Jean Nel was appointed as an independent non-executive director on 30 November 2018. He qualified as a CA(SA) in 1998 and obtained the CFA (AIMR) qualification. Jean has in excess of 20 years’ experience in mining finance and mining executive and operational management. He was appointed to the Aquarius Platinum Board in April 2012 and became CEO of the Group in November 2012, a position he held until Aquarius Platinum was acquired by Sibanye-Stillwater in April 2016. From April 2016 to January 2017, Jean was the CEO of the Platinum division of Sibanye-Stillwater. He is currently a non-executive director of Mimosa Investments which owns the Mimosa platinum mine in Zimbabwe.

    Thoko Mnyango (58) (Dip Juris, BJuris)
Independent Non-executive Director
•Member: Social and Ethics Committee, Nominations Committee and Remuneration Committee.

    Thoko Mnyango was appointed as an independent non-executive director on 1 December 2016. Thoko’s career took off as a prosecutor for the KaNgwane homeland, before becoming a legal advisor for the Eastern Cape Development Corporation. Her experience in the corporate world is vast and spans over 30 years. Thoko has been in executive positions at Gijima Technologies since its inception until 2011. She has held directorships on various company boards including Gijima, EOH Mthombo Proprietary Limited, AllPay Eastern Cape Proprietary Limited, a subsidiary of Absa Limited, and the Ryk Neethling Foundation. Thoko is known as a specialist in business development and bridging the gap between the public and private sectors. Currently she holds the position of CEO of Vitom Holdings Pty (Ltd) and Vitom Brands Communication (Pty) Ltd, since 2010. Thoko is known in both the private and public sectors as a staunch advocate for transformation. Her passion for transformation began in the late 80s when she worked for a Johannesburg based NGO which focused on community development.

    Prudence Lebina (42) (BCom; Higher Diploma (Accounting), Certificate in Business Leadership, CA (SA))
Independent Non-executive Director
•Chairperson: Risk Committee
•Member: Audit Committee and Nominations Committee

    Prudence Lebina was appointed independent non-executive director on 3 May 2019. She's a chartered accountant with over 18 years' working experience in corporate finance, business development, private equity, financial reporting and stakeholder management in the mining and financial services sectors.

Prudence is CEO of TriAlpha Investment Management Proprietary Limited, a specialist fixed income investment house managing local and international fixed income portfolios for institutional clients. She was previously CEO and Interim Finance Director of Mahube Infrastructure Limited (previously GAIA Infrastructure Capital Limited) listed on the Main Board of JSE Limited. Prudence is also an independent non-executive of Growthpoint Properties Limited and Telkom SA SOC Limited.

    Charmel Flemming (40) (BAcc (Hons) CA (SA))
Independent Non-executive Director
•Member: Audit Committee; Risk Committee; and Social and Ethics Committee

Charmel Flemming, appointed as an independent non-executive director on 1 August 2020 is the Founder and CEO of FTwelve, a boutique cloud-based accounting firm. She is also a non-executive director on the boards of MixTelematics and ATKV, having previously held positions at Acorn Agri & Food Limited, KPMG and De Beers. At the latter, she served as a non-executive director for Acorn Agri & Food Limited and as a trustee on the boards of both the De Beers Benefit Society Medical Aid and De Beers Pension Fund from 2014 to 2018.
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She is a qualified Chartered Accountant and non-executive director serving on JSE-listed boards and an advocate for diversity in the financial industry and inclusivity in the boardroom.

Senior Management and Prescribed Officers

    Jaco Schoeman (49) (National Diploma (Analytical Chemistry), BTech (Analytical Chemistry))
Chief Operating Officer
    
    Jaco Schoeman joined DRDGOLD in 2011 as Executive Officer: Business Development to focus on expanding the group’s surface retreatment business and extracting maximum value from existing resources. In July 2014, he was appointed Operations Director: Ergo Mining Operations Proprietary Limited.    

    Shalin Naidoo (46) (BTech, MBA)
Chief Information and Technology Officer
    
Shalin Naidoo joined DRDGOLD as Chief Information and Technology Officer on 2 November 2021. Ranked amongst South Africa’s Top 8 Visionary CIOs by the institute of IT Professionals in South Africa (IITPSA) and International Data Corporation CIO of the Year in 2019, he has 10 years’ experience in leadership and strategy. He has worked previously in the mining sector for Anglo American Platinum and Tronox.

    Henry Gouws (54) (National Higher Diploma (Extraction Metallurgy), MDP. EPD)
Managing Director: Ergo

Henry Gouws is the Managing Director of Ergo. Henry has over 30 years’ experience in the mining industry. He graduated from Technikon Witwatersrand and obtained a National Diploma in Extraction Metallurgy in 1990 and a National Higher Diploma in Extraction Metallurgy. He completed a Management Development Programme in 2003 through Unisa School of Business Leadership and an Executive Development Programme in 2012 through the University of Stellenbosch Business School. He was appointed Operations Manager of Crown in January 2006 and General Manager in July 2006.He was appointed to his current position on 1 October 2011.

Mark Burrell (61) (BCom (Accounting), MDP)
Financial Director: Ergo

Mark Burrell is the Financial Director of Ergo. Mark holds a BCom Accounting degree and has completed a Management Development Programme and has over 25 years’ experience in the mining sector. He joined DRDGOLD in 2004 on a consulting basis and later that year, was appointed as Financial Manager of the Blyvooruitzicht operation. He was appointed as Financial Director of Ergo in January 2012. Mark serves as a director on the board of Rand Refinery Proprietary Limited.

    Kevin Kruger (55) (BscEng (Mechanical Engineering), MDP, PMD, Government Certificate of Competency (Mines))
Managing Director: FWGR

    Kevin Kruger has 34 years’ experience in the mining industry in Africa. He joined the mining industry in January 1987 as a second year engineering student. Kevin graduated from the University of Witwatersrand at the end of 1989 obtaining his BSc (Mechanical Engineering) and his government certificate of Competency (mines) during 1993. Kevin was appointed as junior engineer in December 1989, section engineer in March 1994 and engineer in September 1994. He was appointed as engineering manager in 2003, general manager- technical services in 2004 and managing director in Chizimgold in 2010. On 1 October 2013 he was appointed as Technical Director at Ergo where he was responsible for the environmental, health and safety, mineral resources and engineering portfolios. On 1 August 2018, Kevin was appointed Managing Director of FWGR.

    Henriette Hooijer (43) (BCom (Hons), CA(SA))
Financial Director: FWGR
    
    Henriette Hooijer is the Financial Director of FWGR. She joined DRDGOLD in May 2016 and was appointed as Financial Director of FWGR in August 2018. Before joining DRDGOLD, she spent 11 years in the professional services industry at KPMG, performing, inter alia, audits of listed companies in the mining industry, including SEC registrants.

    Kgomotso Mbanyele (42) (ACG)
Company Secretary

Kgomotso Mbanyele was appointed as the Company Secretary of DRDGOLD on 25 October 2023. She has over 14 years' experience working in the company secretarial field, with over 11 years of these in the mining industry. Kgomotso previously served as a company secretarial officer for Gold Fields Limited and more recently as the assistant group company secretary of Sibanye-Stillwater Limited. She is a qualified Associate Company Secretary with the Chartered Governance Institute of Southern Africa.
Elise Beukes (46) (BProc)
Company Secretary

Elise Beukes was appointed as Company Secretary of DRDGOLD with effect from October 01, 2019 and ceased to be an employee and company secretary of the company with effect from July 31, 2023 . She has broad governance experience in all aspects of commercial law, having spent several years in both litigation and commercial practice as an admitted attorney and four years as corporate legal counsel. She has dealt extensively with broad-based black economic empowerment structures, employee ownership schemes, enterprise development and share incentive schemes involving complex company restructuring for both multi-nationals and large local entities. She has extensive knowledge on the new Companies Act and has particular interests in company secretarial and corporate governance matters.


There are no family relationships between any of our non-executive directors, executive directors or members of the group executive and senior management. There are no arrangements or understandings between any of our directors or executive officers and any other person by which any of our directors or executive officers has been so elected or appointed.
51


Furthermore, none of the non-executive directors, executive directors, group executive and senior management members or other key management personnel are elected or appointed under any undertaking by, arrangement or understanding with any major shareholder, customer, supplier or otherwise.

6B. COMPENSATION
    Our MOI provide that the directors' fees should be determined from time to time in a general meeting or by a quorum of Non-Executive Directors. The total amount of directors' remuneration paid and or accrued for the year ended June 30, 2023 was R43.6 million.

    Non-Executive Directors received the following fees for fiscal year 2023:
•Base fee as Non-Executive Chairman of R1,500,000 per annum up to December 1, 2022 and R1,575,000 thereafter;
•Base fee as Lead Independent Non-Executive Director of R850,000 per annum up to December 1, 2022 and R892,500 thereafter;
•Base fee as Non-Executive Directors of R430,000 per annum up to December 1, 2022 and R451,500 thereafter;
•Annual fee for the Audit Committee Chairman of R180,000 up to December 1, 2022 and R189,000 thereafter;
•Annual fee for an Audit Committee member of R120,000 up to December 1, 2022 and R126,000 thereafter;
•Annual fee for the Risk Committee Chairman of R140,000 (excluding fee received as a committee member) from December 1, 2022 and R147,000 thereafter.
•Annual fee for a Risk Committee member of R100,000 from December 1, 2022 and R105,000 thereafter .
•Annual fee for the Chairman of Remuneration Committee R140,000 (excluding fee received as a committee member) up to December 1, 2022 and R147,000 thereafter;
•Annual fee for a member of the Remuneration Committee of R100,000 each up to December 1, 2022 and R105,000 thereafter;
•Annual fee for Chairman of the Social and Ethics Committee of R140,000 (excluding fee received as a committee member) up to December 1, 2022 and R147,000 thereafter;
•Annual fee for a member of the Social and Ethics Committee of R90,000 each up to December 1, 2022 and R94,500 thereafter;
•Per meeting fee for the Investment Committee Chairman of R37,000.
•Per meeting fee for an Investment Committee member of R25,000.
•Hourly rate of R3,240 up to December 1, 2022 and thereafter the director will be remunerated if determined appropriate for additional services provided;
•Daily fee of R24,299 up to December 1, 2022 and thereafter the director will be remunerated if determined appropriate for additional services provided;
•Ad-hoc fee for additional special meetings of R25,000 per meeting after December 1, 2022. Payable only in out of the ordinary circumstances; and
•Fees per annum for the Chairman of the board and the Lead Independent Non-Executive Director are all-inclusive i.e. they will not receive Committee membership fees

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The following table sets forth the compensation for our directors and prescribed officers for the year ended June 30, 2023.
The disclosure detailed in this table is consistent with the disclosure requirements of the Companies Act, 2008 (Act 71 of 2008) and the JSE Listings Requirements.
Directors / Prescribed Officer Total remuneration recognised during the year Short-Term Incentives recognised related to this cycle
Discretionary Short-Term Incentives related to this cycle(1)
Long-term Incentives settled during this cycle Total remuneration related to this cycle
R'000 R'000 R'000 R'000 R'000
Executive directors
D J Pretorius 8,167 7,732 1,317 6,114 23,330
A J Davel 5,072 4,778 814 2,959 13,623
13,239 12,510 2,131 9,074 36,953
Non-executive directors
T J Cumming 1,633 1,633
E A Jeneker 925 925
J A Holtzhausen 823 823
T B V N Mnyango 773 773
J J Nel 860 860
K P Lebina 849 849
C D Flemming 806 806
6,669 6,669
Prescribed officers (2)
W J Schoeman 4,815 4,778 814 2,959 13,366
E Beukes 1,511 437 1,948
6,326 4,778 814 3,396 15,314
Total 26,235 17,288 2,945 12,470 58,936
(1) Awarded after June 30, 2023
(2) The Companies Act, 2008 (Act 71 of 2008), under section 30, requires the remuneration of prescribed officers, as defined in regulation 38 of Company Regulations 2008, to be disclosed with that of directors of the company. A person is a prescribed officer if they have general executive authority over the company, general responsibility for the financial management or management of legal affairs, general managerial authority over the operations of the company or directly or indirectly exercise or significantly influence the exercise of control over the general management and administration of the whole or a significant portion of the business and activities of the company.
Also see Item 6E. Share Ownership for details of share options held by directors.

Compensation of key management

Refer to Item 18. ‘‘Financial Statements – Note 19.2 – Directors' and prescribed officers' emoluments’’ for the total compensation paid to key management (including executive and non-executive directors as well as prescribed officers).

The Group applies a pool-based Short-Term Incentive scheme, based on modified free cash flow, because it drives a strong teamwork culture with all participants working primarily towards a single goal, maximising free cash flow which is an easy measure to understand. Salient features of the short-term incentive scheme are as follows:
• Participants include the executive directors, prescribed officers and senior management.
• The pool is calculated as 15% of the adjusted Free Cash Flow with 90% of the pool accruing to employees achieving a satisfactory performance rating;
• 10% of the pool is available for allocation at the discretion of the remuneration committee as recommended by the executive committee which provides the ability to recognise exceptional discretionary effort;
• A production modifier that can modify the pool upwards as well as downwards based on gold produced measured against budget;
• A safety and a fatality modifier, both supporting the Company’s strong commitment to its strategy of a renewed focus on employee safety, development, values and wellbeing; and
• The individual performance moderator model has been expanded to include employee performance ratings between 2 and 3 to participants in the STI scheme on a broader sliding scale set out below:

Individual performance rating Individual performance modifier The STI is funded out of a pool created from the Adjusted Free Cash Flow (“Adjusted FCF”) generated by DRDGOLD in the financial year:
< 2                    (100%)
2 to 2.24                    (80%)
2.25 to 2.49                (60%)
2.5 to 2.74                (40%)
2.75 to 2.99                (20%)
>= 3                    0%
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Performance measures
• Adjusted FCF is defined for the performance measure as cash generated from operations, less capital expenditure (“Capex”), and tax. In the budgeting process, if the Group believes that any Capex, Investment or other item/s should be excluded or amortised or treated in any different way for determining Adjusted FCF at the end of the year, they may make representations to the Remuneration Committee on the treatment of such item/s for the purposes of calculating Adjusted FCF for purposes of the STI pool. Remco has absolute discretion in approving the treatment of such items;
• The STI Pool is modified as per the Tables below;

Modifiers of the incentive pool
To drive strategic initiatives, the short-term incentive pool is modified by up to 20% for isolated non-achievements of targets and up to 50% for systemic or repetitive non-compliance. The modifiers are approved by the Remuneration Committee. These strategic initiatives and their measures are assessed at the beginning of each financial year to ensure that current strategies are driven in that year. These strategic modifiers and their weightings are communicated to participants at the beginning of each financial year to ensure understanding and compliance.
The Group performance measures set out by the Remuneration Committee and the weightings for FY2023 are as follows:
Strategic Initiatives Modifiers
Environmental:         4%
Safety:             4%
Social development:     4%
Labour development:     4%
Transformation:         4%

Fatality Modifier
• Up to 25% per fatality, depending on the degree of culpability of the company, as assessed by the Remuneration Committee.
• If the fatality/ies is/are as a result of a breakdown in or disregard for a safety culture, the STI Pool can be modified by up to 100% at the Remuneration Committee’s discretion.

Production Modifier
The calculated STI Pool may be modified, upwards or downwards, based upon gold (kg) produced measured against budget, as follows:

Gold (Kg) Produced:        STI
% of Budget            Pool Adjustment
< 93%                -10%
93% to < 97%            -5%
97% to < 103%            0%
103% to < 107%            +5%
≥ 107%                +10%

Distribution of the Incentive pool
The STI pool, after any moderation, will be distributed as follows:
• 90% formulaically, pro-rata to each individual’s “% of STI Pool” taking inter alia the following factors into account:
• All-inclusive package of the individual for the financial year;
• Market-related STI quanta applicable to the Category;
• The level of accountability and responsibility of the role of the individual.

• 10% on a discretionary basis allocated by the Executive Committee after recommendations from line management. The Remuneration Committee will approve any allocations from the 10% discretionary pool to Executive Committee members.

Distributions are moderated for individual performance as follows:

Individual Performance Rating    Modifier %
< 2                -100%
2 to < 2.25            -80%
2.25 to < 2.5            -60%
2.5 to < 2.75            -40%
2.75 to < 3            -20%
≥ 3                0%

In order to be able to reward exceptional individual performance appropriately, the formulaic plus discretionary allocations may exceed this amount, but these instances, if any, would be subject to the Executive Committee’s and ultimately the Remuneration Committee’s approval.

Further considerations for the CEO and CFO
For the CEO and CFO (“executive directors”) the formulaically calculated STI amounts will be reviewed by the Remuneration Committee, who has absolute discretion to further modify the STI amounts, upwards or downwards:
• If compelling, exceptional and objective circumstances warrant such application of discretion; and
• To ensure that the STI amounts awarded are balanced and equitable.

Executive Directors’ STI amounts may be settled in a combination of cash and DRDGOLD shares (deferred bonus shares), with Remco having discretion to make up to 40% of the award in deferred bonus shares.

Deferred Bonus Shares will vest / be released to the Executive Directors as follows:
• 50% after 9 months;
• 50% after 18 months.
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The following provisions apply to the deferred bonus shares:
• The Executive Director needs to be in active service and not under notice of resignation on the vesting dates in order to be eligible to receive the deferred bonus shares and any dividends accrued thereon; and
• The deferred bonus shares carry voting and dividend rights; however, the dividends will accrue and will only be paid out upon the vesting / release of the shares to which the dividends relate.

New single incentive plan
To remain aligned with the latest developments in remuneration policy and to stay current with the demands of governance as well as remain competitive within the industry, the Remuneration Committee conducted a review of the current short-term and long-term incentive schemes, with the assistance of external independent advisors. The outcome of the review informed the introduction of a new simplified, Single Incentive Plan incorporating a deferred share plan, intended to replace the existing scheme in 2024. The new plan is subject to shareholder approval at the 2023 AGM.

The Single Incentive Plan recognises the difficulties in setting stretching but realistic performance targets in a volatile economic environment. Its aim is to move beyond measurement criteria, which is focused chiefly on inflexible financial performance and give balanced weightings to financial and non-financial measures to ensure executives and senior management are held to appropriate pay-for-performance standards without being penalised unduly for factors outside their control.

The Remuneration Committee has approved and recommended for approval by the Board, the principles of the Single Incentive Plan which consists of a Single Incentive Policy ("Policy") and a Deferred Share Plan ("DSP").

Salient features of the DRDGOLD single incentive policy
Single incentive plan
Components and determination:
Single Incentive = Free Cash Flow Portion + Scorecard Portion
whereby:

Free Cash Flow Portion = free cash flow for the relevant financial year x 10% x personal share*.
Scorecard Portion = cost-to-company x scorecard on-target percentage x performance multiplier.
*The personal share of the Free Cash Flow pool is capped at 50% of cost to Company. Personal share determined jointly by the chief Executive Officer and the Chief Financial Officer and approved by Remco
Participants Full time employees from category 19 to 26 excluding non-executive directors.
Pay-out form
Cash payment (short-term component)
Cash payment = Single Incentive x 67%;
DRD Gold Shares (long-term component)
Deferred DRDGOLD shares =
Single Incentive x 33% + any approved retention award.

Pay-out period Settled annually for all employees Vesting over 5 years at 20% per annum for Category 25 and 26 (F band) and over 3 years at 33% per year for Category 19 to 24 (E and D band) participants, without further performance conditions and subject to continued employment.
Basis of award Group and individual scorecards for initial award. Business unit scorecard to be introduced for subsequent awards.
Safeguards The quantum and award of the Single Incentive will be tested against certain safeguards including a specified percentage of EBIT and a 1% limitation on the total number of DRDGOLD shares in issue during that year.

Scorecard On-target percentages and weightings Strategic Level Typical title Scorecard On-target Percentage Performance Multiplier Weighting
Company Business Unit* Personal
Top Management, Strategic Intent CEO 90% 90% 0% 10%
CFO 75% 90% 0% 10%
General Management, Strategic Execution Prescribed Officers 60% 90% 0% 10%

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Group scorecard
Area Measure Weight Threshold Target Stretch Measures
0% 100% 200%
Shareholders (20%) Relative Total Shareholder Return 10% Median Halfway between median / UQ Upper quartile Relative to that of comparators
Return on Equity 10% Cost of equity Cost of equity plus 3% Cost of equity plus 6% Return higher than Cost equity
Financial (30%) Cash operating cost (R/ton) 10% 115% x Budget 110% x Budget Budget Based on the achievement vs budget, noting that budget is already a stretch target since it is based on “nameplate” capacity without de-risking for probable downtime.
Cash operating cost (R/kg) 10%
All-in Sustaining Cost (R per kg) 10%
Operations (30%) Production (kgs) 15%% 85% x Budget 90% x Budget Budget Based on the achievement vs budget, noting that budget is already a stretch target since it is based on “nameplate” capacity without de-risking for probable downtime.
Throughput (tons) 15%
Current scorecard modifier evaluation (ESG factors) (20%) Environmental 4% Amber Score (2) Green Score (3) Blue Score (5) Based on current scorecard modifier evaluation, a portfolio of evidence compiled.
Health & Safety 4%
Local Economic Development 4%
Human Resources Development 4%
Transformation 4%
Performance will be assessed based on the following:
- For "threshold performance" , 0% will be scored for that performance area
- For "on-target performance" , 100% will be scored for that performance area
- For "stretch" , 200% will be scored for that performance area
-Linear vesting will be applied between threshold, on-target and stretch.

Notes
1.In addition to the financial conditions in the scorecard, free cash flow is reflected in the separate free cash flow portion of the incentive and in the determination of the cash vs deferred portion of the Single Incentive
2.Retention award means a discretionary award of deferred shares
3.In addition to the modifier scorecard evaluation, failures in governance and environmental compliance are considered in the malus and clawback provisions of the Single Incentive
4.In addition to the safety condition measured in terms of LTIFR, fatalities are considered in the malus and clawback provisions for the Single Incentive

Service Agreements

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

The Company’s current executive directors, Mr. D.J. Pretorius and Mr. A.J. Davel, entered into agreements of employment with us, on January 1, 2009 and January 1, 2015, respectively. These agreements regulated the employment relationship with Messrs. D.J. Pretorius and A.J. Davel during the year ended June 30, 2023.

On July 1, 2022 Mr. D J Pretorius entered into a new agreement of employment for a period of 3 years and thereafter it continues indefinitely until terminated by either party on not less than three months’ written notice. Under the employment agreement effective up to June 30, 2025 Mr. D J Pretorius receives from us a guaranteed remuneration package of R8.2 million per annum. Mr. D J Pretorius was eligible under his employment agreement, for an incentive bonus of up to 100% of his annual remuneration package in respect of one bonus cycle per annum over the duration of his appointment, on the condition that DRDGOLD achieves certain key performance indicators. In addition, he is eligible to participate in the equity-settled long-term incentive scheme (awarded 549,986 conditional shares in October 2021, 799,595 conditional shares in October 2022 and 436,959 conditional shares in October 2023).

Mr. A J Davel entered into a new employment agreement effective from July 1, 2022 for a period of 3 years and thereafter it continues indefinitely until terminated by either party on not less than three months’ prior written notice. Mr. A J Davel receives from us a guaranteed remuneration package of R5.1 million per annum. Mr. A J Davel is eligible under his employment agreement, for a short term incentive of up to 100% of his annual remuneration package in respect of one bonus cycle per annum over the duration of his appointment, on the condition that DRDGOLD achieves certain key performance indicators. In addition, he is eligible to participate in the equity-settled long-term incentive scheme (awarded 292,796 conditional shares in October 2021, 425,680 conditional shares in October 2022 and 232,624 conditional shares in October 2023)

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    Mr. T J Cumming, Mr. E A Jeneker, Mrs. T B V N Mnyango, Mr. J A Holtzhausen, Mr. J J Nel, Ms. K P Lebina and Ms C D Flemming entered into a service agreement which continues indefinitely until terminated by the director not less than one months’ prior written notice, the director is not recommended for re-appointment by the Board, if the director is not reappointed at any AGM, or where grounds exist for termination.

The Company does not administer any pension, retirement or other similar scheme in which the directors receive a benefit.

    Each service agreement with our directors provides for the provision of benefits to the director where the agreement is terminated by us in the case of our executive officers, except where terminated as a result of certain action on the part of the director, upon the director reaching a certain age, or by the director upon the occurrence of a change of control. A termination of a director's employment upon the occurrence of a change of control is referred to as an “eligible termination.” Upon an eligible termination, the director is entitled to receive a payment equal to at least one year's salary or fees, but not more than three years' salary for Executive Directors or two years’ fees for Non-Executive Directors, depending on the period of time that the director has been employed.
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6C. BOARD PRACTICES

Board of Directors

As at June 30, 2023 and as at September 30, 2023, the board of directors comprises two Executive Directors (Mr. D J Pretorius and Mr. A J Davel), and seven Non-Executive Directors (Messrs. T J Cumming, J J Nel, E A Jeneker, J A Holtzhausen and Mmes. K P Lebina, T B V N Mnyango, C D Flemming). The Non-Executive Directors are independent under the New York Stock Exchange, or NYSE, requirements (as affirmatively determined by the Board of Directors) and the South African King IV Report except Mr. T Cumming who also serves as an independent non-executive director of Sibanye-Stillwater Limited, DRDGOLD’s controlling shareholder.

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

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

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

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

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

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

Board meetings are held quarterly in South Africa and occasionally abroad. The structure and timing of the Company’s board meetings, which are scheduled over two days, allows adequate time for the Non-Executive Directors to interact without the presence of the Executive Directors. The board meetings include the meeting of the Audit Committee, Risk Committee, Remuneration Committee & Nominations Committee as well as the Social & Ethics Committee which act as subcommittees to the board. Each subcommittee is chaired by one of the Independent Non-Executive Directors, each of whom provides a formal report back to the board. Each subcommittee meets for approximately half a day. Certain senior personnel of the Company attend the subcommittee meetings as invitees.

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

A description of the significant ways in which our corporate governance practices differ from practices followed by U.S. companies listed on the NYSE can be found in Item 16G. Corporate Governance.

Directors' Terms of Service

    The following table shows the date of appointment and number of years until expiration of the directors' current term of service since the latest AGM (November 29, 2022) of each of the directors as at June 30, 2023:

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Director Title Year first appointed
Term of current office since latest AGM1
D J Pretorius Chief Executive Officer 2008
1 year
A J Davel Chief Financial Officer 2015
2 years
T J Cumming Non-Executive Director 2020
3 years
E A Jeneker Non-Executive Director 2007 2 years
J A Holtzhausen Non-Executive Director 2014
1 year
T B V N Mnyango Non-Executive Director 2016
1 year
J J Nel Non-Executive Director 2018
3 years
K P Lebina Non-Executive Director 2019 2 years
C D Flemming Non-Executive Director 2020
3 years
1In terms of clause 25 of the MOI, one third of the directors (executive and non-executive) for the time being shall retire from office by rotation at each AGM. The directors, eligible and available for re-election, will renew their term of service director with effect from the end of the AGM, if re-elected.
Executive Committee

    As at June 30, 2023, the Executive Committee consisted of Mr. D J Pretorius (Chairman), Mr. A J Davel, Mr. W J Schoeman and Ms. E Beukes. Ms. E Beukes resigned as company secretary of the company effective July 31, 2023. Ms. NK Mbanyele was appointed as Company Secretary effective October 25, 2023.
    
The Executive Committee meets bi-weekly basis to review current operations, develop strategy and policy proposals for consideration by the board of directors. Members of the Executive Committee, who are unable to attend the meetings in person, are able to participate via teleconference facilities, to allow participation in the discussion and conclusions reached. The subsidiary companies’ executives are permanent participants on the Executive Committee.

Board Committees

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

The Board constituted an Investment Committee who had their first meeting on October 6, 2022 to consider prospective projects, acquisitions and disposals in line with DRDGOLD's strategy and to ensure that adequate due diligence procedures are followed. The Investment Committee also conducts other investment-related functions as delegated to it by the Board from time to time, as governance oversight increases as the DRDGOLD Group continues to grow. Members of this committee include J J Nel (Chairman), J A Holtzhausen, K P Lebina, E A Jeneker and T J Cumming. The CEO, CFO and COO are invitees.

Committees of the Board of Directors

Nominations Committee

As at June 30, 2023 the Nominations Committee consisted of T J Cumming (Chairman), E A Jeneker, J A Holtzhausen, T B V N Mnyango and K P Lebina.

The Nominations Committee meets on an ad hoc basis. All members of this committee are independent non-executive directors who are independent according to the definition set out in the NYSE Rules, except for T Cumming. It is chaired by the board chairman who is a non-executive director (“NED”).

The primary role of the committee is to execute the following functions:
•ensure the establishment of a formal process for the appointment of directors;
•ensure that inexperienced directors are developed through a mentorship programme;
•ensure that directors receive regular briefings on changes in risks, laws and the appropriate contribution;
•drive an annual process to evaluate the board, board committees and individual directors;
•ensure that succession plans for the board, chief executive officer and senior management appointments are developed and implemented.

The key responsibilities of the Nominations Committee include the following:
•make recommendations to the board on the appointment of new directors;
•make recommendations on the composition of the board and the balance between executive and non-executive directors appointed to the board;
•review board structure, size and composition on a regular basis;
•make recommendations on directors eligible to retire by rotation; and
•apply the principles of good corporate governance and best practice in respect of nominations matters.

Remuneration Committee
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As at June 30, 2023 the Remuneration Committee consisted of J J Nel (Chairman), E A Jeneker, J A Holtzhausen, T B V N Mnyango and T J Cumming.

The Remuneration Committee meets on a quarterly basis. All members of this committee are independent non-executive directors who are independent according to the definition set out in the NYSE Rules, except for T J Cumming. It is chaired by an independent non-executive director.

The committee has a mandate to offer competitive packages that will attract and retain executives of the highest caliber and encourage and reward superior performance. Industry surveys are provided for comparative purposes, and to assist the committee in the formulation of remuneration policies that are market related.

Audit Committee

As at June 30, 2023 the Audit Committee consisted of J A Holtzhausen (Chairman), J J Nel, K P Lebina and C D Flemming.

All members of the Audit Committee are independent according to the definition set out in the NYSE Rules. The committee’s charter deals with all the aspects relating to its functioning.

    The Audit Committee charter sets out the committee’s terms of reference which include responsibility for:
•appointment and oversight of external auditors, audit process and financial reporting;
•oversight of internal audit;
•overseeing the integrated reporting and assurance model;

The Audit Committee meets each quarter with the external auditors, the company’s manager: risk and internal audit, and the CFO. The committee reviews the audit plans of the internal auditors to ascertain the extent to which the scope of the audits can be relied upon to detect weaknesses in internal controls. It also reviews the annual and interim financial statements prior to their approval by the board.

The committee is responsible for making recommendations to appoint, reappoint or remove the external auditors, and the designated external audit partner as well as determining their remuneration and terms of engagement. In accordance with its policy, the committee preapproves all audit and non-audit services provided by the external auditors. BDO South Africa Inc. was appointed by shareholders at the last AGM on November 29, 2022 to perform DRDGOLD’s external audit function, such appointment was made by the shareholders in accordance with the laws of South Africa and upon recommendation from the board following the Audit Committee recommendations. To comply with section 10(1)(a) of the Auditing Profession Act, 26 of 2005, the Independent Regulatory Board for Auditors (“IRBA”) published the rule on Mandatory Audit Firm Rotation (“MAFR”) for auditors of all public interest entities, as defined in section 290.25 to 290.26 of the amended IRBA Code of Professional Conduct for Registered Auditors. An audit firm, including a network firm as defined in the IRBA Code of Professional Conduct for Registered Auditors, shall not serve as the appointed auditor of a public interest entity for more than 10 consecutive financial years. Thereafter, the audit firm will only be eligible for reappointment as the auditor after the expiry of at least five financial years. The requirement is effective for financial years commencing on or after 1 April 2023. KPMG Inc. has been the appointed auditors since 2003 and the Company has decided to early adopt the MAFR rule and appoint new auditors – BDO South Africa Inc. for the 30 June 2023 financial year.

The internal audit function is performed in-house, with the assistance of Pro-Optima Audit Services Proprietary Limited. Internal audits are performed at all DRDGOLD operating units and are aimed at reviewing, evaluating and improving the effectiveness of risk management, internal controls and corporate governance processes.

Significant deficiencies, material weaknesses, instances of non-compliance and exposure to high risk and development needs are brought to the attention of operational management for resolution and reported to the Audit Committee. The committee members have access to all the records of the internal audit team.

DRDGOLD’s internal and external auditors have unrestricted access to the chairman of the Audit Committee and, where necessary, to the chairman of the board and the CEO. All significant findings arising from audit procedures are brought to the attention of the committee and, if necessary, to the board.

Section 404(a) of the Sarbanes-Oxley Act of 2002 stipulates that management is required to assess the effectiveness of the internal controls surrounding the financial reporting process. The results of this assessment are reported in the form of a management attestation report that is filed with the SEC as part of the Form 20-F. Additionally, DRDGOLD’s external auditors are required to express an opinion on the effectiveness of internal controls over financial reporting, which is also contained in the Company’s Form 20-F.

Risk Committee

As at June 30, 2023 the Risk Committee consisted of K P Lebina (Chairwoman), D J Pretorius, J J Nel, C D Flemming and T J Cumming.

Roles and responsibilities:
•Oversee the development and annual review of a policy and plan for risk management to recommend for approval to the Board
•Ensure that risk management assessments are performed on a continuous basis
•Ensure that reporting on risk management is complete, timely, accurate and accessible
•Oversee that the risk management plan is widely disseminated throughout the company and integrated in the day-to-day activities of the company
•Ensure that frameworks and methodologies are implemented to increase the possibility of anticipating unpredictable risks
•Ensure that management considers and implements appropriate risk responses
•Ensure co-ordination with the audit committee who will be responsible for the risk management process as far as internal controls, financial reporting and IT risks are concerned.

All members of the Risk Committee are independent according to the definition set out in the NYSE Rules, except for T J Cumming. It is chaired by an independent NED.
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An important aspect of risk management is the transfer of risk to third parties to protect the company from disaster. DRDGOLD’s major assets and potential business interruption and liability claims are therefore covered by the group insurance policy, which encompasses all the operations. Most of these policies are held through insurance companies operating in the United Kingdom, Europe and South Africa. The various risk-management initiatives undertaken within the group as well as the strategy to reduce costs without compromising cover have been successful and resulted in substantial insurance cost savings for the Group.

Social and Ethics Committee

As at June 30, 2023, the Social and Ethics Committee consisted of E A Jeneker (Chairman), A J Davel, T B V N Mnyango and C D Flemming
    The Social and Ethics Committee is a statutory body established in terms of section 72 of the Companies Act, 2008; the objectives of which are to facilitate transformation and sustainable development by, inter alia, promoting transformation within the Company and economic empowerment of previously disadvantaged communities particularly within the areas where the Company conducts business; striving towards achieving the goal of equality as the South African Constitution and other legislation require within the context of the demographics of the country at all levels of the Company and its subsidiaries; and conducting business in a manner which is conducive to internationally acceptable environmental and sustainability standards.

The following terms of reference were approved by the board to enable the committee to function effectively. These are to be responsible for and make recommendations to the board with respect to the following matters:
•monitor the Company’s activities regarding the 10 principles set out in the United Nations Global Compact Principles and the Organisation for Economic Co-operation and Development recommendations regarding Corruption, the Global Industry Standards on Tailings Management, the United Nations SDGs. the Employment Equity Act and the Broad Based Black Economic Empowerment Act;
•maintaining records of sponsorship, donations and charitable giving;
•reviewing matters relating to the environment, health and public safety, including the impact of the company’s activities and of its products or services;
•reviewing matters relating to labor and employment
•reviewing and recommending the company’s code of ethics;
•reviewing and recommending any corporate citizenship policies;
•reviewing significant cases of employee conflicts of interests, misconduct or fraud, or any other unethical activity by employees or the Company

Investment Committee

As at June 30, 2023, the Investment Committee consisted of J J Nel (Chairman), T J Cumming, J A Holtzhausen, E A Jeneker and K P Lebina
The Investment Committee assist the Board to oversee the allocation of capital and investment activities in line with the Company's strategy.
Roles and responsibilities:
•Assess capital projects and investment opportunities;
•Seek to ensure that project and investment guidelines and other procedures for the allocation of capital are consistently and properly applied;
•Consider and recommend to the Board potential projects, acquisitions and disposals in line with strategy
•Ensures due diligence procedures are followed
•Monitors progress throughout the project lifecycle and periodically reports any findings to the Board
6D. EMPLOYEES

Employees

    The total number of employees at June 30, 2023, of 3,082 comprises 2,155 specialized service providers and 927 employees who are directly employed by us and our subsidiary companies. Of the 927 employees directly employed by us and our subsidiary companies, 27 employees are on a fixed term employment contract.

    The total number of employees at June 30, 2022, of 2,959 comprises 2,016 specialized service providers and 943 employees who are directly employed by us and our subsidiary companies. Of the 943 employees directly employed by us and our subsidiary companies, 34 employees are on a fixed term employment contract.

    The total number of employees at June 30, 2021, of 2,791 comprises 1,838 specialized service providers and 953 employees who are directly employed by us and our subsidiary companies. Of the 953 employees directly employed by us and our subsidiary companies, 42 employees are on a fixed term employment contract.

    The total number of employees at September 30, 2023, of 3,443 comprises 2,523 specialized service providers and 920 employees who are directly employed by us and our subsidiary companies. Of the 920 employees directly employed by us and our subsidiary companies, 38 employees are on a fixed term employment contract.


    All of our employees are based at our operations that operate exclusively in South Africa.

Labor Relations
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    As at June 30, 2023, approximately 85% of our Ergo employees and 82% of our FWGR employees are members of trade unions or employee associations. South Africa's labor relations environment remains a platform for social reform. The National Union of Mineworkers, (“NUM”), one of the main South African mining industry unions, is influential in the tripartite alliance between the ruling African National Congress, the Congress of South African Trade Unions, (“COSATU”), and the South African Communist Party as it is the biggest affiliate of COSATU. The relationship between management and labor unions remains cordial. The organized labor coordinating forum meets regularly to discuss matters pertinent to both parties.

    A three-year wage agreement was reached with organized labor at FWGR in November 2021 and a new three-year wage agreement was concluded at Ergo in fiscal year 2022.

    We recognize the need for transformation and have put systems and structures in place to address this at both management and board level. We aim to recruit in line with our transformational objectives. The composition of the Board of Directors specifically, changed significantly over the past two fiscal years and is more diverse and reflective of transformation and South Africa’s demographics.

Safety statistics

    Due to the importance of our labor force, we continuously strive to create a safe and healthy working environment. The following are our fiscal 2023 overall safety statistics for our operations:

(Per million man hours) Ergo FWGR Consolidated
Year ended June 30,
Year ended June 30,
Year ended June 30,
2023 2022 2023 2022 2023 2022
Lost time injury frequency rate (LTIFR)1
1.44 2.14 1.87 1.50 1.84
Reportable incidence frequency rate (RIFR)1
0.96 0.76 1.87 1.09 0.66
Fatalities
1 Calculated as follows: actual number of instances divided by the total number of man hours worked multiplied by one million.

6E. SHARE OWNERSHIP

    To the best of our knowledge, we believe that our ordinary shares held by prescribed officers and directors, in aggregate, do not exceed one percent of the Company’s issued ordinary share capital. For details of share ownership of directors and prescribed officers see Item 7A. Major Shareholders.

As of June 30, 2023, directors and prescribed officers do not hold any options to purchase ordinary shares.

    Closed periods apply to share trading by directors, prescribed officers and other employees, whenever persons become or could potentially become aware of material price sensitive information, such as information relating to an acquisition, bi-annual results etc., which is not in the public domain. When these persons have access to this information an embargo is placed on share trading for those individuals concerned. The embargo need not involve the entire Company in the case of an acquisition and may only apply to the board of directors, executive committee, and the financial and new business teams, but in the case of interim and year-end results the closed-period is group-wide.


Equity-Settled Long-Term Incentive Scheme
On December 2, 2019 shareholders approved an Equity-Settled Long-Term Incentive Scheme (“Scheme”) for purposes of replacing the current Cash-Settled Long-Term Incentive Scheme. The Cash-Settled Long-Term incentive scheme has a finite life and comes to an end with the vesting of the last phantom shares during fiscal year 2021. Certain key features of the Scheme are:
Equity settled
The Scheme will be equity-settled. Equity-settlement will be implemented by way of market acquisition of DRDGOLD ordinary shares or through the issue of authorised but unissued shares or treasury shares.
Participants
Persons eligible to participate in the Scheme will be permanent employees (which, for the avoidance of doubt, includes an executive director, but excludes a non-executive director) of the Company and its subsidiaries, in Category 19 and above (“Participants”).
Award of Conditional Shares
Pursuant to the Scheme, the Company’s Remuneration Committee will resolve, on an annual basis, to award “Conditional Shares” (“Award”) which are comprised of:
•“Performance Shares” which are subject to conditions, as set out in the rules of the Scheme and performance conditions; and
•“Retention Shares” which are subject to conditions, as set out in the rules of the Scheme.
Participants are not required to pay for Awards or Shares Settled in terms of vested Awards.
Annual awards of Conditional Shares will be made, in two forms:
•80% of the Award will be comprised of Performance Shares
•20% of the Award will be comprised of Retention Shares
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The target award value will be referenced to market-related award quanta, and will be adjusted based upon individual performance as follows:
Individual Rating
% of Target Value Awarded
< 2.75
0%
2.75 to < 3.00
50%
3.0 to < 3.75
100%
3.75 to < 4.5
133.33%
4.5 to < 5.0
166.67%
5.0
200%

Dividend and Voting Rights
The Conditional Share Awards carry no dividend or voting rights, until Settled, and therefore any transfer and other rights associated with the Conditional Shares will only vest following settlement.
Vesting of the Conditional Shares
The first grant was made on December 2, 2019 and will vest in two tranches, 50% on the 2nd anniversary and the remaining 50% on the 3rd anniversary of the grant date respectively, provided the employee is still within the employment of the Group until the respective vesting dates.
Retention shares:
100% of the retention shares will vest if the employee remains in the employ of the Company at vesting date and individual performance criteria are met.
Performance shares:
Total shareholder’s return (“TSR”) measured against a hurdle rate of 15% referencing DRDGOLD’s Weighted Average Cost of Capital “WACC”:
• 50% of the performance shares are linked to this condition; and
• all of these performance shares will vest if DRDGOLD’s TSR exceeds the hurdle rate over the vesting period
TSR measured against a peer group of 3 peers (Sibanye-Stillwater, Harmony Limited and Pan-African Resources Limited):
• 50% of the performance shares are linked to this condition; and
• The number of performance shares which vest is based on DRDGOLD’s actual TSR performance in relation to percentiles of peer group’s performance as follows
Percentile of Peers
% of Conditional Shares Vesting
< 25th percentile
0%
25th to < 50th percentile
25%
50th to < 75th percentile
75%
≥ 75th percentile
100%

Awarded Conditional Shares which do not Vest to the Participant, as a result of forfeiture or which lapse, revert back to the Scheme.
Share Limits
Overall Company Limit
The aggregate number of Shares at any one time which may be awarded for Settlements under the Scheme shall not exceed 34,500,000 (thirty four million, five hundred thousand) Shares (representing approximately 4.95% of the total issued share capital of the Company at the date of this Notice).
Individual Limit
Subject to certain dilution adjustments, the aggregate number of Shares at any one time which may be awarded under the Scheme to any one Participant shall not exceed 14,500,000 Shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A. MAJOR SHAREHOLDERS

    As of September 30, 2023, our issued capital consisted of:
•864,588,711 ordinary shares of no par value; and
•5,000,000 cumulative preference shares.

    To our knowledge, as of June 30, 2023, we were not directly or indirectly owned or controlled by another corporation or any person or foreign government, other than the controlling interest held by Sibanye-Stillwater.

    On July 31, 2018, 265 million ordinary shares were issued to Sibanye-Stillwater as settlement of the purchase consideration for the acquisition of the WRTRP Assets. On January 8, 2020, Sibanye-Stillwater exercised the option granted to it to subscribe for such number of new ordinary shares in the share capital of DRDGOLD for cash resulting in Sibanye-Stillwater holding in aggregate 50.1% of all DRDGOLD shares in issue (including treasury shares). Sibanye-Stillwater subscribed for 168,158,944 Subscription Shares at an aggregate subscription price of R1,086 million, on January 22, 2020. The Subscription Shares were allotted and issued at a price of R6.46 per share, being a 10% discount to the 30-day volume weighted average traded price.
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Other than the above, 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 September 30, 2023:
•there were 11,712 record holders of our ordinary shares in South Africa, who held 555 980 439 or approximately 64.3% of our ordinary shares;
•there was one record holder of our cumulative preference shares in South Africa, who held 5,000,000 ordinary shares or 100% of our cumulative preference shares;
•there were 49 US record holders of our ordinary shares, who held approximately 39,448,559 ordinary shares or approximately 4.6% of our ordinary shares excluding those shares held as part of our ADR program; and
•there were 611 registered holders of our ADRs in the United States, who held approximately 243,678,540 shares (24,367,854) ADRs) or approximately 28.2% of our ordinary shares.

    The following table sets forth information regarding the beneficial ownership of our ordinary shares as of September 30, 2022, by:
•each of our directors and prescribed officers; and
•any person whom the directors are aware of as at September 30, 2023 who is interested directly or indirectly in 1% or more of our ordinary shares. There was significant change in the percentage ownership of the major shareholders over the preceding three years. During fiscal year 2020 Sibanye-Stillwater exercised the option granted to it to subscribe for such number of new ordinary shares in the share capital of DRDGOLD for cash resulting in Sibanye-Stillwater holding in aggregate 50.1% of all Shares in issue (including treasury shares). Sibanye-Stillwater subscribed for 168,158,944 ordinary shares.
Shares Beneficially owned
Holder Number Percent of outstanding ordinary shares
Directors/prescribed officers
D.J. Pretorius 999,816 *
A.J. Davel 338,756 *
Other
SIBANYE GOLD PTY LTD 433 158 944 50.10%
THE BANK OF NEW YORK MELLON DR 243 780 546 28.20%
GOVERNMENT EMPLOYEES PENSION FUND P 28 128 958 3.25%
JPMC-VANGUARD BBH LENDING ACCOUNT 11 643 202 1.35%
CLEARSTREAM BANKING S.A LUXEMBOURG 9 509 407 1.10%
STATE STREET BANK AND TRUST CO-OMNI 9 039 710 1.05%
* Indicates share ownership of less than 1% of our outstanding ordinary shares.

    No ordinary shareholder has voting rights which differ from the voting rights of any other ordinary shareholder.

Cumulative Preference Shares

    Randgold and Exploration Company Limited, or Randgold, owns 5,000,000 (100%) of our cumulative preference shares. Randgold's registered address is Suite 25, Katherine & West Building, Corner of Katherine and West Streets, Sandown, Sandton, 2196.

    The holders of cumulative preference shares do not have voting rights unless any preference dividend is in arrears for more than six months. 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 in September 1997. 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. Holders of cumulative preference shares will only obtain their potential voting rights once the Argonaut Project becomes an operational gold mine, and dividends accrue to them. The prospecting rights have since expired and the Argonaut Project terminated. The development of the project is not expected to materialise and therefore no dividend is expected to be paid.


7B. RELATED PARTY TRANSACTIONS

    Transactions with related parties are disclosed in Item 18. ‘‘Financial Statements - Note 5.1 – Cost of sales’’

Remuneration paid to key management is disclosed in Item 18. ‘‘Financial Statements - Note 19.2 – Directors' and prescribed officers' emoluments’’


7C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.
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ITEM 8. FINANCIAL INFORMATION

8A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

1.Please refer to Item 18. Financial Statements.

2.Please refer to Item 18. Financial Statements.

3.Please refer to Item 18. Financial Statements.

4.The last year of audited financial statements is not older than 15 months.

5.Not applicable.

6.Not applicable.

7.Please refer to Item 4D. Property, plant and equipment—Legal aspects and permitting

8.DRDGOLD’s dividend policy is to return excess cash over and above the predetermined cash buffer and cash that has been reserved for specific capital projects to its shareholders. Dividends are proposed by the Audit Committee and approved by the Board based on the quarterly management accounts presented to the Board. Please refer to Item 10B. Memorandum and articles of association.



8B. SIGNIFICANT CHANGES

    Significant changes that have occurred since June 30, 2023, the date of the last audited financial statements included in this Annual Report, are discussed in the relevant notes to the financial statements under Item 18. Financial Statements.


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ITEM 9. THE OFFER AND LISTING

9A. OFFER AND LISTING DETAILS

    The principal trading market for our equity securities is the JSE (symbol: DRD). Additionally, the A2X (listed on September 5, 2023) and our ADSs trade on the New York Stock Exchange (symbol: DRD). The ADRs are issued by The Bank of New York Mellon, as depositary. Each ADR represents one ADS and each ADS represents ten of our ordinary shares. Until July 23, 2007, each ADS represented one of our ordinary shares.

The cumulative preference shares are not traded on any exchange.
    There have been no trading suspensions with respect to our ordinary shares on the JSE during the past three years ended June 30, 2023, nor have there been any trading suspensions with respect to our ADRs on the New York Stock Exchange since our listing on that market.

9B. PLAN OF DISTRIBUTION

    Not applicable.


9C. MARKETS

Nature of Trading Markets

    See “Offer and Listing Details” above.

9D. SELLING SHAREHOLDERS

    Not applicable.
9E. DILUTION

    Not applicable.


9F. EXPENSES OF THE ISSUE

    Not applicable.



ITEM 10. ADDITIONAL INFORMATION

10A. SHARE CAPITAL

    Not applicable.


10B. MEMORANDUM AND ARTICLES OF ASSOCIATION

    As of June 30, 2023, we had authorized for issuance 1,500,000,000 ordinary shares of no par value (as of September 30, 2023: 1,500,000,000), and 5,000,000 cumulative preference shares of R0.10 par value (as of September 30, 2023: 5,000,000). On this date, we had issued 864,588,711 ordinary shares (as of September 30, 2023: 864,588,711) and 5,000,000 cumulative preference shares (as of September 30, 2023: 5,000,000).

    Set out below are brief summaries of certain provisions of our Memorandum of Incorporation, or our MOI, the Companies Act of South Africa and the JSE Listings Requirements, all as in effect on June 30, 2023 and September 30, 2023. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the MOI, the Companies Act, and the JSE Listings Requirements.

    We are registered under the Companies Act of South Africa under registration number 1895/000926/06. As set forth in our Memorandum of Incorporation, the main object and business of our company is mining and exploration for gold and other minerals.

Borrowing Powers
    
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    Our directors may from time to time borrow for the purposes of the Company, such sums as they think fit and secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by the creation and issue of securities, mortgage or charge upon all or any of the property or assets of the Company. The directors shall procure that the aggregate principal amount at any one time outstanding in respect of monies so borrowed or raised by the Company and all the subsidiaries for the time being of the Company shall not exceed the aggregate amount at that time authorized to be borrowed or secured by the Company or the subsidiaries for the time being of the Company (as the case may be).

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 is a majority of the directors present at a meeting before a vote may be called at any meeting of directors.

    Directors are required to notify our board of directors of interests in companies and contracts. If a director has a personal financial interest in respect of a matter to be considered at a meeting of the board he or she must disclose the interest and its nature, any material information relating to the matter and thereafter leave the meeting immediately after making the disclosure. Such director must not take part in consideration of the matter. He is not to be regarded as being present for the purpose of determining whether a resolution has sufficient support to be adopted.

    The King IV Report on Corporate Governance for South Africa, 2016 (King IV) was published on 1 November 2016 and came into effect on 1 April 2017 for companies with financial years commencing thereafter. The application regime for King IV is "apply and explain", requiring companies to substantially and meaningfully strive towards good corporate governance. King IV is principles and outcomes based: a departure from mere compliance-based mindset. King IV recognises that sound governance outcomes, exemplified by integrity, competence, responsibility, accountability, fairness and transparency, are the cardinal pillars of good corporate citizenship. The JSE Limited has since made the adoption and application of King IV mandatory for all listed companies.

    The remuneration of non-executive directors is typically determined by the board, but subject to approval by the shareholders at the AGM of the Company. In terms of section 65(11)(h) of the Companies Act, 2008 read with sections 66(8) and 66(9) thereof, remuneration may only be paid to directors for their services as directors in accordance with a special resolution approved by the shareholders within the previous 2 (two) years. A special resolution was passed at the 2022 AGM on November 28, 2022 to change the structure of the NED remuneration.

    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. These common law duties have now been codified by the Companies Act.

Age Restrictions

    There is no age limit for directors.

Election of Directors

     Each director shall be appointed by election by way of an ordinary resolution of shareholders at a general or annual meeting of company (“elected director (s)”) and no appointment of a director by way of a written circulated shareholders resolution in terms of section 60 of the Companies Act shall be competent.

    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. An amendment to the MOI which also subjects executive directors to re-election by rotation was approved by shareholders at the 2014 annual general meeting.

General Meetings

    On the request of any shareholder or shareholders holding not less than 10 percent of our share capital which carries the right of voting at general meetings, we shall issue a notice to shareholders convening a general meeting for a date not less than 15 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 15 days advance written notice of that meeting. For any other general meeting of our shareholders, 15 days advance written notice is required.

    Our MOI provides that if at a meeting convened upon request by our shareholders, a quorum is not present within fifteen minutes after the time selected for the meeting, such meeting shall be postponed for one week. However the chairman has the discretion to extend the fifteen minutes for a reasonable period on certain grounds. The necessary quorum is three members present with sufficient voting powers in person or by proxy to exercise in aggregate 25% of the voting rights.

Voting Rights

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    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 vote 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 six months at the date on which the notice convening the general meeting is posted to the shareholders. 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 certain circumstances 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.

Ownership Limitations

    There are no limitations imposed by our MOI or South African law on the rights of shareholders to hold or vote on our ordinary shares or securities convertible into our ordinary shares.

Winding-up

    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. As of June 30, 2023 and September 30, 2023, no such dividends have been declared. Except for the preference dividend and as described in this Item 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 MOI, 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 MOI

    Our MOI may be altered by the passing of a special resolution or in compliance with a court order. The Company may also amend the MOI by increasing or decreasing the number of authorized shares, classifying or reclassifying shares, or determining the terms of shares in a class. 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. An amendment to the MOI to increase the number of authorized shares was approved by shareholders at the 2018 general meeting on March 28, 2018.

Consent of the Holders of Cumulative Preference Shares

    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 the Argonaut 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

     We are authorized to make payments in cash or in specie to our shareholders in accordance with the provisions of the Companies 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. We also need to consider the solvency and liquidity requirements stated in the Companies Act of South Africa.

Directors’ power to vote compensation to themselves

    The remuneration of non-executive directors may not exceed in any financial year the amount fixed by the Company in a general meeting. The Companies Act requires that remuneration to non-executive directors may be paid only in accordance with a special resolution approved by shareholders within the previous two years.

Time limit for dividend entitlement
    
    All unclaimed monies that are due to any shareholder/s shall be held by the company in trust for an indefinite period until lawfully claimed by such shareholder/s, subject to the Prescription Act, 1969 as amended or any other law which governs the law of prescription.

Staggered director elections & cumulative voting

    At each annual general meeting of the Company one-third of the directors shall retire and be eligible for re-election. No provision is made for cumulative voting.
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Sinking fund provisions and liability to further capital calls

    There are no sinking fund provisions in the MOI attaching to any class of the company shares, and the company does not subject shareholders to liability to further capital calls.

Provision that would delay/prevent change of control

    The Companies Act provides that companies which propose to merge or amalgamate must enter into a written agreement setting out the terms thereof. They must prove that upon implementation of the amalgamation or merger each will satisfy the solvency and liquidity test. Companies involved in disposals, amalgamations or mergers, or schemes of arrangement must obtain a compliance certificate from the Takeover Regulation Panel, pass special resolutions and in some instances they must obtain an independent expert report.

10C. MATERIAL CONTRACTS

Agreement to purchase BESS
     Ergo is currently developing the Solar Power Project to address the existing impact of load shedding, potential future power shortages and escalating electricity prices. The Solar Power Project includes the installation of a battery energy storage system. In May 2023, Ergo entered into an agreement with Nidec ASI SA (“Nidec”), pursuant to which Nidec will supply a Battery Energy Storage System (“BESS”) of the Solar Plant. The BESS forms an integral part of keeping the Ergo plant and Brakpan/Withok TSF operating at planned capacity.

The contract price for the BESS amounts to €62.5 million and will be settled based on certain specified payment milestones. Each payment milestone ranges from 5% to 20% of the contract price and is expected to be settled in full by fiscal year 2025.

10D. 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. 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, possibly on a retroactive basis.

Introduction

    Dealings in foreign currency, the export of capital and 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 Regulations form part of the general monetary policy of South Africa. The Regulations are issued under Section 9 of the Currency and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and 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 the South African Reserve Bank, or SARB, which is responsible for the day to day administration and functioning of exchange controls. SARB has a wide discretion. Certain banks authorized by the Treasury to co-administer certain of the exchange controls, are authorized 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 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 Regulations provide for restrictions on exporting capital from the Common Monetary Area consisting of South Africa, Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area 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 1998, 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 South Africa or hold foreign currency. In addition, South African companies are required to obtain the approval of the SARB prior to raising foreign funding on the strength of their South African statements of financial position, 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 the 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 the SARB.

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    Foreign investment and outward loans by South African companies are also restricted. In addition, without the approval of the 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 as well as progress reports to the 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 1998, 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 R500 million to finance approved investments abroad and up to R500 million to finance approved new investments in African countries on an annual bases. Approval from the SARB is required in advance for investments in excess of R500 million. On application to the 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;
•as a general rule, the SARB requires that more than 10% of equity of the acquired off-shore venture is acquired within a predetermined period of time, as a prerequisite to allowing the expatriation of funds. If these requirements are not met, the SARB may instruct that the equity be disposed of. In our experience the SARB has taken a commercial view on this, and has on occasion extended the period of time for compliance; and
•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 the SARB. Authorized dealers must at all times be able to demonstrate that listed or quoted securities or financial instruments which are dematerialized or immobilized in a central securities depository are being held subject to the control of the authorized dealer concerned; or
•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 exchange control regulations in South Africa, our ordinary shares and ADRs 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,” unless dematerialized.

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 paid in rands. Holders of ADRs on the relevant record date will be entitled to receive any dividends payable in respect of the shares underlying the ADRs, subject to the terms of the deposit agreement entered on August 12, 1996, and as amended and restated, between the Company and The Bank of New York, as the depository. 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 ADRs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The depositary will charge holders of ADRs, to the extent applicable, taxes and other governmental charges and specified fees and other expenses.

Voting rights

    There are no limitations imposed by South African law or by our MOI on the right of non-South African shareholders to hold or vote our ordinary shares.

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10E. TAXATION

Material South African Income Tax Consequences

    The following is a summary of material income tax considerations under South African income 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 tax advisers with respect to their particular circumstances and the effect of South African or other tax laws to which they may be subject.

    South Africa imposes tax on worldwide income of South African residents. Generally, individuals not resident in South Africa do not pay tax in South Africa except in the following circumstances:

Income Tax and Withholding Tax on Dividends

    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)(i) of the South African Income Tax Act, 1962 (as amended), or the Income Tax Act. This exemption applies to so much of any interest and dividends (which are not otherwise exempt) received from a South African source not exceeding (a) R34,500 if the taxpayer is 65 years of age or older or (b) R23,800 if the taxpayer is younger than 65 years of age at the end of the relevant tax year.

    No withholding tax is deductible in respect of interest payments made to non-resident investors.

Section 64F of the amendments to the Income Tax Act as set out in Part VIII in Chapter II of the Income Tax Act sets out beneficial owners who are exempt from the dividend tax which includes resident companies receiving a dividend after the effective date, being April 1, 2012. The Convention between the United States of America and the Republic of South Africa for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains, or the Tax Treaty, would limit the rate of this tax with respect to dividends paid on ordinary shares or ADRs to a U.S. resident (within the meaning of the Tax Treaty) to 5% of the gross amount of the dividends if such U.S. resident is a company which holds directly at least 10% of our voting stock and 20% of the gross amount of the dividends in all other cases.

The above provisions shall not apply if the beneficial owner of the dividends is resident in the United States, carries on business in South Africa through a permanent establishment situated in South Africa, or performs in South Africa independent personal services from a fixed base situated in South Africa, and the dividends are attributable to such permanent establishment or fixed base.

    In fiscal years 2023 and 2022, the tax rates for taxable mining income for Ergo was 14.4% and 5% respectively and for FWGR was 29% and 31% respectively. The gold mining tax formula for determining the South African gold mining tax rate for fiscal 2023 was Y = 33 - 165/X (fiscal year 2022: Y = 34 - 170/X) where Y is the percentage rate of tax payable and X is the ratio of taxable income, net of any qualifying capital expenditure that bears to gold mining income derived, expressed as a percentage. The tax rate for non-mining taxable income was 27% and 28% for fiscal years 2023 and 2022 respectively.

On February 23, 2022, the Minister of Finance announced that the corporate income tax (“CIT”) rate will be lowered from 28% to 27% for companies with years of assessment commencing on or after April 1, 2022. The mining operations of the Group accounts for income tax using the gold mining tax formula as opposed to the CIT rate. The gold mining tax formula was changed to Y = 33 - 165/X for years of assessment commencing on or after April 1, 2022. It was further announced that the lowering of the CIT rate will be implemented alongside additional amendments to broaden the CIT base by limiting interest deductions and assessed losses. Section 23M which limits the deduction of interest payable to certain parties who are not subject to tax was significantly widened. A maximum of R1 million or 80% of assessed losses (whichever is greater) is permitted to be set-off against taxable income.

    With effect from April 1, 2014, Section 8F of the Income Tax Act results in any amount of interest which is incurred in respect of a “hybrid debt instrument” is deemed to be a dividend in specie declared by the payor and received by the recipient which is exempt from income tax, as opposed to interest which is taxable. The terms of some of our intercompany loans cause the affected loans to be deemed as “hybrid debt instruments” and the interest thereof to be deemed to be an exempt dividend in specie. This characterization of the affected loans as a “hybrid debt instrument” was not impacted by subsequent amendments to Section 8F of the Income Tax Act that became effective in fiscal year 2017.

U.S. Federal Income Tax Considerations

    The following is a summary of the U.S. federal income tax considerations generally applicable to the U.S. Holder ownership and disposition of ordinary shares or ADRs. Unless otherwise indicated, this discussion addresses only U.S. Holders who hold ordinary shares or ADRs as capital assets (generally, property held for investment) for U.S. federal income tax purposes. This discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, judicial decisions, published rulings of the Internal Revenue Service (the “IRS”), administrative pronouncements and other relevant authorities, as well as on the income tax treaty between the United States and South Africa (the “Treaty”), all as in effect on the date hereof and all of which are subject to differing interpretations and change, possibly on a retroactive basis. There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the considerations discussed herein.

    This summary does not address U.S. federal estate, gift or other non-income tax considerations, the alternative minimum tax, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of ordinary shares or ADRs, nor does it address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain types of U.S. Holders subject to special treatment under U.S. federal income tax law (such as dealers in securities or currencies, partnerships or other pass-through entities, banks and other financial institutions, traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt organizations (including private foundations), certain expatriates or former long-term residents of the United States, persons holding ordinary shares or ADRs as part of a “hedge,” “conversion transaction,” “synthetic security,” “straddle,” “constructive sale” or other integrated investment, persons who acquired the ordinary shares or ADRs upon the exercise of employee stock options or otherwise as compensation, persons whose functional currency is not the U.S. dollar, or persons that actually or constructively own ten percent or more of the voting power or value of our shares).
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For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares or ADRs that is, for U.S. federal income tax purposes:

•a citizen or individual resident of the United States;
•a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;
•an estate the income of which is subject to U.S. federal income tax without regard to its source; or
•a trust (i) 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 (ii) if the trust has made a valid election to be treated as a U.S. person.

    If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns any ordinary shares or ADRs, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding any ordinary shares or ADRs and their partners should consult their tax advisors regarding an investment in ordinary shares or ADRs.

    U.S. Holders of ordinary shares or ADRs should consult their tax advisors regarding the U.S. federal income tax considerations applicable to the ownership and disposition of ordinary shares or ADRs in light of their particular circumstances as well as any considerations to them arising under the tax laws of any foreign, state or local taxing jurisdiction.

U.S. Holders of ADRs
    For U.S. federal income tax purposes, a U.S. Holder of ADRs will be treated as the owner of the ordinary shares represented by such ADRs. Exchanges of ordinary shares for ADRs and ADRs for ordinary shares will generally not be subject to U.S. federal income tax.

Distributions

    Subject to the discussion below under the heading “Passive Foreign Investment Company”, the gross amount of any distributions received by a U.S. Holder on ordinary shares or ADRs (including any amounts withheld in respect of South African withholding taxes) will generally be subject to tax to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, and will be includible in the gross income of a U.S. Holder on the day actually or constructively received. For U.S. federal income tax purposes, the gross amount of any distributions received by a U.S. Holder will generally equal the U.S. dollar value of the sum of the South African rand payments made (including any amounts withheld in respect of South African withholding taxes), 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 U.S. 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 U.S. dollars will be treated as ordinary income or loss.

    Distributions, if any, in excess of our current or accumulated earnings and profits will constitute a non-taxable return of capital and will be applied against and reduce the U.S. Holder's basis in the ordinary shares or ADRs. To the extent that distributions exceed the U.S. Holder's tax basis in the ordinary shares or ADRs, 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. U.S. Holders should therefore assume that any distributions on our ordinary shares or ADRs will constitute dividend income.

    An individual or other non-corporate U.S. Holder may be subject to tax on any such dividends at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ordinary shares or ADRs are readily tradable on an established securities market in the United States, or we are eligible for the benefits of a qualifying income tax treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period requirements are met. Dividend income derived with respect to the ordinary shares or ADRs will not be eligible for the dividends received deduction generally allowed to a U.S. corporation. U.S. Holders should consult their 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 ADRs.

    For U.S. foreign tax credit purposes, dividends received on ordinary shares or ADRs common shares will generally be treated as income from foreign sources and will generally constitute passive category income. Subject to certain conditions and limitations, a U.S. Holder eligible for the benefits of an applicable income tax treaty may be eligible to claim a foreign tax credit in respect of any South African income taxes paid or withheld with respect to dividends on ordinary shares or ADRs to the extent such taxes are nonrefundable under the Treaty. The rules governing foreign tax credits are complex, and recently issued final U.S. Treasury regulations (“Final FTC Regulations”) have imposed additional requirements that must be met for a foreign tax to be creditable for U.S. Holders that do not elect to apply, or do not qualify for, the benefits of the Treaty. A recent notice from the IRS indicates that the U.S. Treasury and the IRS are considering proposing amendments to such regulations and allows taxpayers, subject to certain conditions, to defer the application of many aspects of such regulations for taxable years ending on or before December 31, 2023 (the notice also indicates that the U.S. Treasury and the IRS are considering whether, and under what conditions, to provide additional temporary relief for later taxable years). Alternatively, a U.S. Holder may elect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes. A U.S. Holder’s election to deduct foreign taxes instead of claiming foreign tax credits applies to all creditable foreign income taxes paid or accrued in the relevant taxable year. The rules regarding foreign tax credits and the deductibility of foreign taxes are complex. All U.S. Holders should consult their tax advisors regarding the availability of foreign tax credits and the deductibility of foreign taxes in light of their particular circumstances.


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Passive Foreign Investment Company

    A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of our gross income for such year, 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, consists of certain types of “passive income” or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year, including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value, is attributable to assets that produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Passive assets are those which give rise to passive income and include assets held for investment, as well as cash, assets readily convertible into cash, and (subject to certain exceptions) working capital.

    If we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares or ADRs, the U.S. Holder would be subject to special rules with respect to any (i) gain recognized upon the disposition of the ordinary shares or ADRs and (ii) receipt of an excess distribution (generally, any distributions to a U.S. Holder during a 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 ADRs or, if shorter, such U.S. Holder's holding period for the ordinary shares or ADRs). 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 ADRs, as applicable;
•amounts allocated to the taxable year of the excess distribution or of the sale or other disposition and to any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxed as ordinary income;
•amounts allocated to each prior year (other than the current taxable year or a pre-PFIC year) will be taxed at the highest tax rate in effect applicable to the U.S. Holder for that year; and
•such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years (other than the current taxable year or a pre-PFIC 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 be a PFIC, 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 ADRs through the close of the tax year in which we cease to be a PFIC.

    A U.S. Holder of a PFIC is required to file an annual report with the IRS containing such information as the U.S. Secretary of Treasury may require.

    A U.S. Holder of ordinary shares or ADRs that are treated as “marketable stock” 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 between, as of the close of the taxable year, the fair market value of the ordinary shares or ADRs and the U.S. Holder's adjusted tax basis in such ordinary shares or ADRs. 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 U.S. Holder makes a mark-to-market election, then, in any taxable year for which we are classified as a PFIC, tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us (except that the lower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid mark-to-market election and we subsequently cease to be classified as a PFIC, the U.S. Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC. In addition, because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. U.S. Holders should consult their tax advisors with respect to the application and effect of making the mark-to-market election for their ordinary shares or ADRs.

    In the case of a U.S. Holder who holds ordinary shares or ADRs 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 ADRs and if we comply with certain reporting requirements. However, we do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections.

We believe that we were not a PFIC for our taxable year ended June 30, 2023. There can be no assurance regarding our PFIC status for the current taxable year or foreseeable future taxable years, however, because our PFIC status is a factual determination made annually that will depend, in part, upon the composition of our income and assets. The value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined in part by reference to the market price of our ordinary shares or ADRs from time to time (which may be volatile). Because we will generally take into account our current market capitalization in estimating the value of our goodwill and other unbooked intangibles, our PFIC status for the current taxable year and foreseeable future taxable years may be affected by our market capitalization.
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The rules relating to PFICs are complex. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to their investments in our ordinary shares or ADRs.

Disposition of Ordinary Shares or ADRs

    A U.S. Holder will generally recognize gain or loss on the sale, exchange, or other taxable disposition of ordinary shares or ADRs in an amount equal to the difference between the U.S. dollar value of the amount realized on the disposition and such holder's adjusted tax basis in the ordinary shares or ADRs. Subject to the discussion above under the heading “Passive Foreign Investment Company”, such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in the ordinary shares or ADRs exceeds one year. Long-term capital gains of individuals and certain other non-corporate U.S. Holders are generally eligible for a reduced rate of taxation. 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 ADRs will generally be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. As a result of recent changes to the foreign tax credit rules (and subject to the IRS notice described above), South African taxes (if any) imposed on disposition gains generally will not be creditable against a U.S. Holder’s U.S. federal income tax liability. U.S. Holders should consult their own tax advisors as to their ability to obtain an exemption from any South African taxes imposed on disposition gains, and the U.S. federal income tax implications of any South African taxes on disposition gains in their particular circumstances.    

In the case of a cash basis U.S. Holder who receives rands in connection with the taxable disposition of ordinary shares or ADRs, 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 ADRs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. In the event that an accrual basis U.S. 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 ADRs.

Backup Withholding and Information Reporting
Payments of dividends on, and proceeds from the sale or other taxable disposition of, ordinary shares or ADRs by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable certification requirements. Certain U.S. Holders are not subject to backup withholding. U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Information with respect to Foreign Financial Assets

    Certain U.S. Holders may be required to report on IRS Form 8938 information relating to an interest in ordinary shares or ADRs, subject to certain exceptions (including an exception for assets held in accounts maintained by certain financial institutions, although the account itself may be reportable if held at a non-U.S. financial institution). U.S. Holders should consult their tax advisors regarding the effect, if any, of this reporting requirement on their acquisition, ownership and disposition of ordinary shares or ADRs.



10F. DIVIDENDS AND PAYING AGENTS

    Not applicable.


10G. STATEMENT BY EXPERTS

    Not applicable.


10H. DOCUMENTS ON DISPLAY

    DRDGOLD files annual reports on Form 20-F and reports on Form 6-K with the SEC. You may access this information at the SEC’s home page (http://www.sec.gov). Copies of the documents referred to herein may be inspected at DRDGOLD Limited’s offices by contacting DRDGOLD Limited, P.O. Box 390, Maraisburg, Johannesburg, South Africa 1700. Attn: Company Secretary. Tel No. +27-11-470-2600.

10I. SUBSIDIARY INFORMATION

    Not applicable.


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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

    In the normal course of our operations, we are exposed to market risk, including commodity price, foreign currency, interest and credit risks. Refer to Item 18. ‘‘Financial Statements - Note 27 - Financial instruments’’ of the consolidated financial statements for a qualitative and quantitative discussion of our exposure to these market risks.

Our long-term strategy is to remain unhedged and to keep borrowings to a minimum. During fiscal year 2023 we do not hold or issue derivative financial instruments for speculative purposes, nor did we hedge forward gold sales. However, in instances where we need to incur medium-term borrowings to finance growth projects that introduce some liquidity risk to the Group, we may mitigate this liquidity risk by entering into an arrangement to provide price protection against a possible decrease in the rand gold price while borrowings are in place. For example in fiscal 2019 we entered into a hedging instrument in the form of a collar in respect of 50,000 ounces of gold that expired at the end of May 2019.

Commodity price risk

    The rand 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 or ADSs. Historically, rand 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 rand gold price is impossible for us to predict. The rand price of gold may not remain at a level allowing us to economically exploit our reserves.

    It is our long-term policy not to hedge this commodity price risk. However, in instances where we need to incur medium-term borrowings to finance growth projects that introduce some liquidity risk to the Group, we may mitigate this liquidity risk by entering into an arrangement to provide price protection against a possible decrease in the rand gold price while borrowings are in place.

Concentration of credit risk

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our trade and other receivables from customers.

    The Group manages its exposure to credit risk on cash and cash equivalents and Guardrisk Cell Captive (classified as investments in rehabilitation and other funds in the statement of financial position), mandating the Guardrisk Cell Captive to diversify the funds across a number of major financial institutions, as well as investing funds in low-risk, interest-bearing cash and cash equivalents.

    The Group manages its exposure to credit risk on trade receivables by selling gold on a cash on delivery basis. The Group manages its exposure to credit risk on other receivables by dealing with a number of counterparties, ensuring that these counterparties are of good credit standing and transacting on a secured or cash basis where considered required. Receivables are regularly monitored and assessed for recoverability.

Foreign currency risk

    Our reporting and functional currency is South African rand. Although gold is sold in US dollars, the Company is obliged to convert this into rands. No hedges were entered into during fiscal 2023. We are thus exposed to fluctuations in the US dollar/rand exchange rate. Foreign exchange fluctuations affect the cash flow that we will realize from our operations as gold is sold in US dollars, while production costs are incurred primarily in rands. Our results are positively affected when the US dollar strengthens against the rand and adversely affected when the US dollar weakens against the rand. Our cash and cash equivalent balances are mostly held in South African rands.



75


Liquidity risk - Long-term debt
Set out below is an analysis of our debt as at June 30, 2023 consisting of capital and interest related to lease liabilities. All of our long-term debt is denominated in South African rand.
Interest rate
Total 6.4% - 10.3%
R'm
Repayment period
2024 16.7
2025 9.2
2026 8.5
2027 4.4
2028 2.7
2029 1.3
2030 0.9
2031 0.9
2032 0.9
2033 0.9
2034 0.9
2035 0.9
2036 0.9
2037 0.9
Total 50.0
Based on our fiscal year 2023 financial results, a hypothetical 100 basis points (increase)/decrease in interest rate activity would (increase)/decrease our interest expense by R0.4 million.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    See Item 9. "The Offer and Listing Details".

12A. DEBT SECURITIES

    Not applicable.

12B. WARRANTS AND RIGHTS

    Not applicable.


12C. OTHER SECURITIES

    Not applicable.


12D. AMERICAN DEPOSITARY SHARES

Depositary Fees and Charges

    DRDGOLD’s American Depository Shares, or ADSs, each representing ten of DRDGOLD’s ordinary shares, are traded on the New York Stock Exchange, or NYSE under the symbol “DRD” (until December 29, 2011 our ADSs were traded on the Nasdaq Capital Market under the symbol “DROOY”). The ADSs are evidenced by American Depository Receipts, or ADRs, issued by The Bank of New York Mellon, as Depository under the Amended and Restated Deposit Agreement dated as of August 12, 1996, as amended and restated as of October 2, 1996, as further amended and restated as of August 6, 1998, as further amended and restated July 23, 2007, among DRDGOLD Limited, The Bank of New York Mellon and owners and beneficial owners of ADRs from time to time. ADR holders may have to pay the following service fees to the Depositary:

76


Service Fees (USD)
Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights
$5.00 (or less) per 100 ADSs (or portion thereof)1
Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates
$5.00 (or less) per 100 ADSs (or portion thereof)1
Distribution of cash dividends or other cash distributions 2 cents (or less) per ADS (or portion thereof)
Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders $5.00 (or less) per 100 ADSs (or portion thereof)
1 These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving the newly-issued ADSs from the Depositary or delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to their clients.
In addition, ADR holders are responsible for certain fees and expenses incurred by the Depositary on their behalf including
(1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of ordinary shares generally on the share register and applicable to transfers of ordinary shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, and (4) such expenses as are incurred by the Depositary in the conversion of foreign currency to U.S. Dollars.
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary, collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Depositary Payments

The Bank of New York Mellon, as Depositary, has agreed to reimburse DRDGOLD an annual amount of $75,000 mainly consisting of accumulated contributions towards the Company’s investor relations activities (including investor meetings, conferences and fees of investor relations service vendors). After the deduction of other fees, the annual reimbursement for the year ended June 30, 2023 amounts to approximately $75,000 (June 30, 2022: $11,721, June 30, 2021: $51,944). DRDGOLD is also entitled to a 25% share of the dividend fees which amounts to approximately $90,779 for the year ended June 30, 2023 (June 30, 2022: $93,565, June 30, 2021: $65,551).
77


PART II
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

    None

ITEM 15. CONTROLS AND PROCEDURES

15A. Disclosure Controls and Procedures

As of June 30, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as this term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2023.

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms and that such information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations in the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, any such system can only provide reasonable assurance of achieving the desired control objectives.

15B. Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Under Section 404(a) of the Sarbanes Oxley Act of 2002, management is required to assess our internal controls surrounding the financial reporting process as at the end of each fiscal year. Based on that assessment, management is to determine whether or not our internal controls over financial reporting are effective.

Internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Instead, it must be noted that even those systems that management deems to be effective can only provide reasonable assurance with respect to the preparation and presentation of our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies and procedures.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2023. In making this assessment, our management used the criteria set forth by the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our management concluded that as of June 30, 2023 our internal control over financial reporting was effective.

15C. Attestation Report of the independent registered public accounting firm

The effectiveness of internal control over financial reporting as of June 30, 2023 was audited by BDO South Africa Inc., independent registered public accounting firm, as stated in their report on page F-1 of this Form 20-F.

15D. Changes in Internal Control Over Financial Reporting

During the year ended June 30, 2023, there have not been any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

78


    Mr. J.A. Holtzhausen, Chairman of the Audit Committee, has been determined by our board to be an audit committee financial expert within the meaning of the Sarbanes-Oxley Act, in accordance with the Rules of the New York Stock Exchange, or NYSE, and rules promulgated by the SEC and independent both under the New York Stock Exchange Rules and the South African Johannesburg Stock Exchange Rules. The board is satisfied that the skills, experience and attributes of the members of the Audit Committee are sufficient to enable those members to discharge the responsibilities of the Audit Committee.

ITEM 16B. CODE OF ETHICS

We have adopted a Code of Conduct that applies to all senior executives including our Non-Executive Chairman, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and the Financial Directors and Managing Directors at our mining operations as well as all other employees. In the last fiscal year we updated the Code of Compliance in compliance with the South African Protection of Personal Information Act. The Code of Conduct can be accessed on the Company’s website at the following web address: www.drdgold.com/about-us/governance.


ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

    BDO South Africa Inc. has served as our independently registered public accountant for the fiscal year ended June 30, 2023. KPMG Inc. served as our independently registered public accountant for the fiscal years ended June 30, 2022 and 2021. The audited financial statements appear in this Annual Report. The Annual General Meeting elects the auditors annually.

    The following table presents the aggregate fees for professional audit services and other services rendered by BDO South Africa Inc. and KPMG Inc. to us in fiscal year 2023 and 2022 respectively:

Audit Fees

Audit fees billed for the annual audit services engagement, which are those services that the external auditor reasonably can provide, include the company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of documents filed with the SEC.

Auditors' remuneration
Year ended June 30,
2023 2022
R m R m
Audit fees 7.9 8.6
All other fees 0.6 0.4
Total 8.5 9.0


All Other Fees

    The all other fees during fiscal year 2023 consist of the following:
•R0.6 million with respect to limited assurance provided by BDO Advisory Services (Pty) Ltd on specified items contained in our Integrated Report for fiscal year 2023;

    The all other fees during fiscal year 2022 consist of the following:
•R0.2 million with respect to limited assurance provided by KPMG on specified items contained in our Integrated Report for fiscal year 2021; and
•R0.2 million with respect to limited assurance provided by KPMG on specified items contained in our Integrated Report for fiscal year 2022

    The Audit Committee is directly responsible for recommending the appointment, re-appointment and removal of the external auditors as well as the remuneration and terms of engagement of the external auditors. The committee pre-approves, and has pre-approved, all non-audit services provided by the external auditors. The Audit Committee considered all of the fees mentioned above and determined that such fees are compatible with maintaining BDO South Africa Inc's and KPMG Inc.’s independence.

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

    Not applicable.


ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

    Not applicable


ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.


ITEM 16G. CORPORATE GOVERNANCE

79


    As a foreign private issuer with shares listed on the NYSE, we are subject to corporate governance requirements imposed by NYSE. Under section 303A.11 of the NYSE Listing Standards, a foreign private issuer such as us may follow its home country corporate governance practices in lieu of certain of the NYSE Listing Standards on corporate governance. DRDGOLD's home country corporate governance practices are regulated by the Listing Requirements of the JSE (the "JSE Listing Requirements"). We are also exempt from certain NYSE corporate governance requirements as a "controlled company". The following paragraphs summarize the significant ways in which DRDGOLD's home country corporate governance standards and its corporate governance practices differ from those followed by domestic companies under the NYSE Listing Standards.

Shareholder meeting quorum requirements

•Section 310.00 of the NYSE Listing Standards provides that the quorum required for any meeting of holders of common stock should be sufficiently high to insure a representative vote. Consistent with the practice of companies incorporated in South Africa, our Memorandum of Incorporation requires a quorum of three members present with sufficient voting powers in person or by proxy to exercise in aggregate 25% of the voting rights and we have elected to follow our home country rule.

•The NYSE Listing Standards require that the non-management directors of US-listed companies meet at regularly scheduled executive sessions without management. The JSE Listings Requirements do not require such meetings of listed company non-executive directors. The board has unrestricted access to all company information, records, documents and property. Directors may, if necessary, take independent professional advice at the Company’s expense and non-executive directors have access to management and may meet separately with management, without the attendance of executive directors.

•The NYSE Listing Standards require U.S. listed companies to have a nominating/corporate governance committee composed entirely of independent directors. The JSE Listing Requirements also require the appointment of such a committee, and stipulate that all members of this committee must be non-executive  directors, the majority of whom must be independent. DRDGOLD has a Nominations Committee which currently comprises five non-executive directors, all of whom are independent under the NYSE Listing Standards and the JSE Listing Requirements, except for T.J. Cumming. The Nominations Committee is chaired by the Chairman of DRDGOLD.

•The NYSE Listing Standards require U.S. listed companies to have a compensation committee composed entirely of independent directors. The JSE Listing Requirements merely require the appointment of such a committee but not that its members be independent. DRDGOLD has appointed a Remuneration Committee, currently comprising five board members, all of whom are independent under both the JSE Listing Requirements and the NYSE Listing Standards, except for T.J. Cumming.


ITEM 16H. MINE SAFETY DISCLOSURES

    Not applicable


ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

    Not applicable
80


PART III

ITEM 17. FINANCIAL STATEMENTS

    Not applicable.
ITEM 18 FINANCIAL STATEMENTS
The following annual financial statements and related auditor’s report are filed as part of this Annual Report Page
Report of Independent Registered Public Accounting Firm
Firm ID:
F-1- to F-5
Report for the year ended June 30, 2023 - BDO South Africa Inc. 1368
Report for the years ended June 30, 2022 and 2021 - KPMG Inc. 1025
Consolidated statement of profit or loss and other comprehensive income for the years ended June 30, 2023, 2022 and 2021
F-6
Consolidated statement of financial position at June 30, 2023 and 2022
F‑7
Consolidated statement of changes in equity for the years ended June 30, 2023, 2022 and 2021
F‑8
Consolidated statement of cash flows for the years ended June 30, 2023, 2022 and 2021
F‑9
Notes to the consolidated financial statements
F‑10 to F‑45
Note
About these consolidated financial statements
1
Use of accounting assumptions, estimates and judgements
2
New standards, amendments to standards and interpretations
3
Performance
Revenue
4
Results from operating activities
5
Cost of sales 5.1
Other income 5.2
Administration expenses and other costs 5.3
Finance income
6
Finance expense
7
Earnings per share
8
Resource assets and related liabilities
Property, plant and equipment
9
Right of use assets and leases
10
Provision for environmental rehabilitation
11
Investments in rehabilitation and other funds
12
Working capital
Cash and cash equivalents
13
Cash generated from operations
14
Trade and other receivables
15
Trade and other payables
16
Inventories
17
Tax
Income tax
18
Income tax expense 18.1
Deferred tax 18.2
Employee matters
Employee benefits
19
Cash-settled tong-term incentive scheme 19.1
Equity settled tong-term incentive scheme 19.2
81


Transactions with key management personnel 19.3
Capital and equity
Capital management
20
Equity
21
Disclosure items
Interest in subsidiaries
22
Operating segments
23
Payments made under protest
24
Other investments
25
Contingencies
26
Financial instruments
27
Related parties
28
Subsequent events
29
82



Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
DRDGOLD Limited
Johannesburg, Republic of South Africa

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of DRDGOLD Limited (the “Company”) as of June 30, 2023, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated October 30, 2023 expressed an unqualified opinion thereon.

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the provision for environmental rehabilitation
At June 30, 2023, the Company’s provision for environmental rehabilitation totaled R 562.1milion. As discussed in note 11 to the consolidated financial statements, the Company’s estimates of the future environmental rehabilitation costs are determined with the assistance of an independent expert and are based on the Company’s environmental management plans, the Company’s life-of-mine (“LOM”) plan which influences the estimated timing of the rehabilitation cash outflows and the planned method of rehabilitation which in turn is influenced by developments in trends and technology.

F-1


We identified the evaluation of the provision for environmental rehabilitation as a critical audit matter. The computation of the net present value of the estimated rehabilitation costs required significant auditor judgment, subjectivity and effort in evaluating (i) management’s determination of the discount rate used in the computation of the present value; (ii) estimates of quantities of economically recoverable gold as indicated in the LOM plan; and (iii) undiscounted rehabilitation cost, which required the use of professionals with specialized skill and knowledge.

The primary procedures we performed to address this critical audit matter included:
•Testing the design and operating effectiveness of controls relating to management’s process to determine the environmental rehabilitation provision. This included controls related to the determination of the Company’s LOM plan, specifically related to the estimated quantities of economically recoverable gold, and the estimated rand gold price which impact the planned method of rehabilitation.
•With the support of our valuation specialists, we assessed management’s macro-economic assumptions in their environmental rehabilitation provision by comparing these to available market information. The most significant of these macro-economic assumptions were the risk-free interest rates used in determining the discount rates used in calculating the net present value of the environmental rehabilitation provision.
•Utilizing environmental rehabilitation professionals with specialized skills and knowledge, who assisted in evaluating the results of the Company’s undiscounted estimated environmental costs detailed in the independent environmental expert’s reports. This was performed by:
◦evaluating the objectivity, knowledge, skills and ability of the Company’s independent expert by comparing their professional qualifications, experience and affiliations against industry norms and obtained an understanding of their scope of work; and
◦evaluating the undiscounted estimated environmental costs for a selection of sites by performing site inspections and challenging the planned method of rehabilitation that was determined for each selected site. This was performed by comparing the planned method of rehabilitation to the approved LOM plan, confirming that it is compliant with the environmental management plans as approved by the Department of Mineral Resources and Energy, where applicable, aligned with current industry practices and regulatory requirements.
•Evaluating the objectivity, knowledge, skills and ability of the Company’s independent mineral resources experts, that reviewed management’s mineral reserves and resources estimates, by comparing their professional qualification, experience and affiliation against industry norms;
•Evaluating the mineral resources experts’ reports by vouching a selection of the reported reclamation sites to environmental approvals or mining rights and evaluated the methodology and certain key assumptions used to measure the quantities of economically recoverable gold against industry norms.
•Evaluating the reasonableness of the total estimated quantities of economically recoverable gold as indicated in the LOM plan by agreeing a selection of period-to-period movements to the current period actual recovered gold and increments or adjustments to the data in the mineral resources expert’s report as well as assessing these movements considering our knowledge of the Company’s business and the industry.
•Involving valuation professionals with specialized skills and knowledge, who assisted in evaluating the estimated rand gold price by comparing it to an independently developed range of rand gold prices based on analyst reports.

Evaluation of deferred tax liabilities related to the Ergo and FWGR operations.
At June 30, 2023, the Company’s net deferred tax liability totaled R 527.9 million. As discussed in note 18 to the consolidated financial statements, the Company’s deferred tax liabilities related to the Ergo and FWGR operations are calculated by applying a forecast weighted average tax rate to the temporary differences. The calculation of the forecast weighted average tax rate requires the use of assumptions and estimates and are inherently uncertain and could change materially over time, including the Company’s life-of-mine (“LOM”) plan (as discussed in note 9 to the consolidated financial statements) that is applied to calculate the expected future profitability.
We identified the valuation of deferred tax liabilities related to the Ergo and FWGR operations as a critical audit matter. Subjective auditor judgment and specialized skills and knowledge were required to evaluate the expected future profitability, that is based on the LOM plan, which includes certain key assumptions about the estimated quantities of economically recoverable gold and the estimated rand gold price.
The primary procedures we performed to address this critical audit matter included:
•Testing the design and operating effectiveness of controls relating to the Company’s process to develop the assumptions and estimates used in calculating the forecast weighted average tax rate. This included controls related to the determination of the Company’s LOM plan, specifically related to the estimated rand gold price and estimated quantities of economically recoverable gold that are applied in determining the expected future profitability.
•Assessing the objectivity, knowledge, skills and ability of the Company’s independent mineral resources experts, who reviewed management’s mineral reserves and resources estimates, by comparing their professional qualifications, experience and affiliations against industry norms.
F-2


•Testing the mineral resources experts’ reports by vouching a selection of the reported reclamation sites to environmental approvals or mining rights and evaluated the methodology and certain key assumptions used to measure the quantities of economically recoverable gold against industry norms.
•Evaluating the reasonableness of the total estimated quantities of economically recoverable gold as indicated in the LOM plan by agreeing a selection of period-to-period movements to the current period actual recovered gold and increments or adjustments to the data in the expert’s report, as well as assessing these movements considering our knowledge of the Company’s business and the industry.
•Utilizing valuation professionals with specialized skills and knowledge, who assisted in evaluating the estimated rand gold price by comparing it to an independently developed range of rand gold prices based on analyst reports.
•Evaluating the Company’s ability to accurately forecast its expected future profitability by comparing the historical projections of the rand gold price and estimated quantities of economically recoverable gold to actual results.
•Performing a sensitivity analyses to assess the impact that changes in the estimated rand gold price and estimated quantities of economically recoverable gold could have had on the expected future profitability and resultant calculated forecast weighted average tax rate.


/s/ BDO South Africa Inc.
We have served as the Company’s auditor since 2023.
Johannesburg, Republic of South Africa
October 30, 2023


F-3


Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors
DRDGOLD Limited
Johannesburg, Republic of South Africa

Opinion on Internal Control over Financial Reporting
We have audited DRDGOLD Limited (the “Company’s”) internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial position of the Company as of June 30, 2023, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the "consolidated financial statements") and our report dated October 30, 2023, expressed an unqualified opinion thereon.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 15B, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO South Africa Inc.
We have served as the Company’s auditor since 2023.
Johannesburg, Republic of South Africa
October 30, 2023
F-4


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
DRDGOLD Limited

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of DRDGOLD Limited and its subsidiaries (the Company) as of June 30, 2022, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the years in the two‑year period ended June 30, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for each of the years in the two‑year period ended June 30, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion
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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG Inc.
We served as the Company’s auditor from 2003 to 2022.
Johannesburg, Republic of South Africa
October 28, 2022
F-5

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended June 30, 2023
Amounts in R million Note 2023 2022 2021
Revenue 4 5,496.3  5,118.5  5,269.0
Cost of sales 5.1 (3,911.0) (3,741.5) (3,388.2)
Gross Profit from operating activities 1,585.3  1,377.0  1,880.8
Other income 5.2 10.4  91.3  0.1
Administration expenses and other costs 5.3 (172.9) (161.2) (64.0)
Results from operating activities 1,422.8  1,307.1  1,816.9
Finance income 6 334.3  225.8  216.2
Finance expense 7 (70.7) (74.8) (69.5)
Profit before tax 1,686.4  1,458.1  1,963.6
Income tax 18.1 (405.0) (334.3) (523.7)
Profit for the year 1,281.4  1,123.8  1,439.9 
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax
Net fair value adjustment on equity investments at fair value through other comprehensive income 17.9  (9.1) (34.4)
Fair value adjustment on equity investments at fair value through other comprehensive income 25 17.2  (15.7) (28.2)
Deferred tax thereon 18.2 0.7  6.6  (6.2)
Total other comprehensive income for the year 17.9  (9.1) (34.4)
Total comprehensive income for the year 1,299.3  1,114.7  1,405.5
Earnings per share
Basic earnings per share (SA cents per share) 8 149.1  131.2  168.4
Diluted earnings per share (SA cents per share) 8 148.2  130.6  167.2
The accompanying notes are an integral part of these consolidated financial statements.
F-6

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at June 30, 2023
Amounts in R million Note 2023 2022
ASSETS
Non-current assets 4,940.3 4,001.2
Property plant and equipment 9 3,909.5 3,084.1
Investments in rehabilitation and other funds 12 789.7 710.8
Payments made under protest 24 39.7 40.4
Other investments 25 168.6 151.4
Deferred tax asset 18.2 32.8 14.5
Current Assets 3,214.2 3,077.0
Inventories 17 413.6 389.3
Current tax receivable 40.6 12.6
Trade and other receivables 15 288.6 149.5
Cash and cash equivalents 13 2,471.4 2,525.6
TOTAL ASSETS 8,154.5 7,078.2
EQUITY AND LIABILITIES
Equity 6,274.1 5,439.9
Ordinary share capital 21.1 6,187.9 6,173.3
Retained earnings/(Accumulated loss) 86.2  (733.4)
Non-current liabilities 1,161.7 1,012.8
Provision for environmental rehabilitation 11 562.1 517.7
Deferred tax liability 18.2 560.7 451.9
Post retirement employee benefits 10.5 10.4
Lease liabilities 10.2 28.4 32.8
Current liabilities 718.7 625.5
Trade and other payables 16 700.5 598.4
Current portion of lease liabilities 10.2 11.3 19.5
Current tax liability 6.9 7.6
Total Liabilities 1,880.4 1,638.3
TOTAL EQUITY AND LIABILITIES 8,154.5 7,078.2
The accompanying notes are an integral part of these consolidated financial statements.









F-7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended June 30, 2023
Stated
share Retained Total
Amounts in R million Note capital earnings equity
Balance at June 30, 2020
6,157.9 (2,117.7) 4,040.2
Total comprehensive income
Profit for the year 1,439.9 1,439.9
Other comprehensive income (34.4) (34.4)
Total comprehensive income 1,405.5 1,405.5
Transactions with the owners of the parent
Contributions and distributions
Dividend on ordinary shares 21.2 (641.3) (641.3)
Equity settled share-based payment 19.1 16.0 16.0
Total contributions and distributions (625.3) (625.3)
Balance at June 30, 2021
6,157.9 (1,337.5) 4,820.4
Total comprehensive income
Profit for the year 1,123.8 1,123.8
Other comprehensive income (9.1) (9.1)
Total comprehensive income 1,114.7 1,114.7
Transactions with the owners of the parent
Contributions and distributions
Dividend on ordinary shares 21.2 (513.6) (513.6)
Treasury shares disposed of for the vesting of the equity-settled share-based payment 21.1, 19.1 15.4  (15.4) — 
Equity-settled share-based payment 19.1 18.4 18.4
Total contributions and distributions 15.4 (510.6) (495.2)
Balance at June 30, 2022
6,173.3 (733.4) 5,439.9
Total comprehensive income
Profit for the year 1,281.4 1,281.4
Other comprehensive income 17.9  17.9 
Total comprehensive income 1,299.3 1,299.3
Transactions with the owners of the parent
Contributions and distributions
Treasury shares disposed of for the vesting of the equity-settled share-based payment 21.1, 19.1 14.6  (14.6) — 
Dividend on ordinary shares 21.2 (515.3) (515.3)
Equity-settled share-based payment expense 19.1 22.0 22.0
Equity-settled share based payment income tax impact on equity 27.7 27.7
Equity-settled share based payment vesting impact on equity 0.5 0.5
Total contributions and distributions 14.6  (479.7) (465.1)
Balance at June 30, 2023
21.1 6,187.9  86.2  6,274.1
The accompanying notes are an integral part of these consolidated financial statements.
F-8

CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended June 30, 2023
Amounts in R million Note 2023 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 14 1,708.7 1,585.6 1,851.0
Finance income received 188.6 111.1 105.9
Dividends received 78.3 71.5 76.1
Finance expense paid (5.2) (7.7) (7.5)
Income tax paid (314.8) (262.7) (452.1)
Net cash inflow from operating activities 1,655.6 1,497.8 1,573.4
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment 9, 15 (1,145.2) (584.1) (395.7)
Proceeds on disposal of property, plant and equipment 0.9  12.2  0.1 
Environmental rehabilitation payments to reduce decommissioning liabilities 11 (13.8) (25.4) (51.0)
Investment in other funds 12 (28.4) (28.9)
Net cash outflow from investing activities (1,186.5) (626.2) (446.6)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on ordinary share capital 21.2 (515.3) (513.3) (640.9)
Initial fees incurred on facility —  (1.0)
Repayment of lease liabilities 10.2 (16.9) (19.7) (11.6)
Net cash outflow from financing activities (532.2) (533.0) (653.5)
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (63.1) 338.6 473.3
Impact of fluctuations in exchange rate on cash held in foreign currencies 8.9 7.0  (8.4)
Cash and cash equivalents at the beginning of the year 2,525.6 2,180.0 1,715.1
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
13 2,471.4 2,525.6 2,180.0
The accompanying notes are an integral part of these consolidated financial statements.











F-9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended June 30, 2023

1    ABOUT THESE CONSOLIDATED FINANCIAL STATEMENTS
Reporting entity
The DRDGOLD Group is primarily involved in the retreatment of surface gold. The consolidated financial statements comprise DRDGOLD Limited (“DRDGOLD” or the “Company”) and its subsidiaries who are all wholly owned subsidiaries and solely operate in South Africa (collectively the “Group” and individually “Group Companies”). The Company is domiciled in South Africa with a registration number of 1895/000926/06. The registered address of the Company is Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House, Building 17, Ground Floor, Weltevreden Park, 1709.
DRDGOLD is 50.1% held by Sibanye Gold Proprietary Limited, which in turn is a wholly owned subsidiary of Sibanye-Stillwater Limited (“Sibanye-Stillwater”)

Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and its interpretations issued by the International Accounting Standards Board (“IASB”), SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (“FRSC”) as well as the requirements of the Companies Act of South Africa. The consolidated financial statements were approved by the board of directors of the Company (“Board”) for issuance on October 30, 2023.
The consolidated financial statements have been prepared on a going concern basis.

Functional and presentation currency
The functional and presentation currency of DRDGOLD and its subsidiaries is South African Rand (“Rand”). The amounts in these consolidated financial statements are rounded to the nearest million unless stated otherwise. Significant exchange rates during the year are set out in the table below:
Rand / US dollar 2023 2022 2021
Spot rate at year end 18.83 16.27 14.27
Average prevailing rate for the financial year 17.76 15.21 15.40
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, unless otherwise stated.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Transactions eliminated on consolidation
Intra-group balances, transactions and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

2    USE OF ACCOUNTING ASSUMPTIONS, ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial statements requires management to make accounting assumptions, estimates and judgements that affect the application of the Group's accounting policies and reported amounts of assets and liabilities, income and expenses.
Accounting assumptions, estimates and judgements are reviewed on an ongoing basis. Revisions to reported amounts are recognised in the period in which the revision is made and in any future periods affected. Actual results may differ from these estimates.
Information about assumptions and estimates in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are included in the notes:
NOTE 9 PROPERTY, PLANT AND EQUIPMENT
NOTE 11 PROVISION FOR ENVIRONMENTAL REHABILITATION
NOTE 18 INCOME TAX
NOTE 24 PAYMENTS MADE UNDER PROTEST
NOTE 25 OTHER INVESTMENTS
Information about significant judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are included in the notes:
NOTE 24 PAYMENTS MADE UNDER PROTEST
NOTE 25 OTHER INVESTMENTS
NOTE 26 CONTINGENCIES
F-10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023

3    NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS
New standards, amendments to standards and interpretations effective for the year ended 30 June 2023
During the financial year, the following new and revised accounting standards, amendments to standards and new interpretation were adopted by the Group:

Annual Improvements to IFRS Standards 2018-2020 (Effective 1 July 2022)

As part of its process to make non-urgent but necessary amendments to IFRS Standards, the International Accounting Standards Board (“IASB”) has issued the Annual Improvements to IFRS Standards 2018–2020. These did not have a significant impact on the Group.

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS16) (Effective 1 July 2022)

The IASB has amended IAS 16 Property, Plant and Equipment to provide guidance on the accounting for such sale proceeds and the related production costs.
Under the amendments, proceeds from selling items before the related item of property, plant and equipment (“PPE”) is available for use should be recognised in profit or loss, together with the costs of producing those items. IAS 2 Inventories should be applied in identifying and measuring these production costs.
The amendments apply retrospectively, but only to items of PPE made available for use on or after the beginning of the earliest period presented in the financial statements in which the amendments are adopted. The amendment did not have a significant impact on the Group.

New standards, amendments to standards and interpretations not yet effective
At the date of authorisation of these consolidated financial statements, the following relevant standards, amendments to standards and interpretations that may be applicable to the business of the Group were in issue but not yet effective and may therefore have an impact on future consolidated financial statements. These new standards, amendments to standards and interpretations will be adopted at their effective dates.

Definition of Accounting Estimate (Amendments to IAS 8) (Effective 1 July 2023)

The amendments introduce a new definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty.
The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. The amendment is not expected to have a significant impact on the Group.

Deferred Tax related to Assets and Liabilities Arising from a single transaction – Amendments to IAS 12 Income Taxes (Effective 1 July 2023)

IAS 12 Income taxes clarifies how companies should account for deferred tax on certain transactions – e.g. leases and decommissioning provisions. The amendments narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease and a decommissioning provision.

The Group has assessed the estimated impact of adopting the standard on 1 July 2023 as follows:

Decommissioning provision
•The amendment will result in an increase in the gross deferred tax assets and liabilities for the Group as deferred tax will be recognised on the decommissioning asset and liability which was previously not recognised under the initial recognition exemption. These increases are not expected to be material for the Group.

Lease liability
•The amendment will not have a material impact on the Group as deferred tax is recognised on lease liabilities and the corresponding right of use assets.

F-11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
3    NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS continued
New standards, amendments to standards and interpretations not yet effective (continued)
Classification of liabilities as current or non-current (Amendments to IAS 1 Presentation of Financial Statements) (Effective 1 July 2023)

To promote consistency in application and clarify the requirements on determining if a liability is current or non-current, the IASB has amended IAS 1 as follows:

Right to defer settlement must have substance
Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
As part of its amendments, the IASB has removed the requirement for a right to be unconditional and instead, now requires that a right to defer settlement must have substance and exist at the end of the reporting period.

Classification of debt may change
A company classifies a liability as non-current if it has a right to defer settlement for at least twelve months after the reporting period. The IASB has now clarified that a right to defer exists only if the company complies with conditions specified in the loan agreement at the end of the reporting period, even if the lender does not test compliance until a later date. The amendment is not expected to have a significant impact on the Group.

Disclosure of Accounting Policy (Amendments to IAS 1 and IFRS Practice Statement 2) (Effective 1 July 2023)

The Board has recently issued amendments to IAS 1 Presentation of Financial Statements and an update to IFRS Practice Statement 2 Making Materiality Judgements to help companies provide useful accounting policy disclosures.
The key amendments to IAS 1 include:
•requiring companies to disclose their material accounting policies rather than their significant accounting policies;
•clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and
•clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company’s financial statements.
The amendments are applied prospectively.
The amendment is not expected to have a material impact on the Group's disclosures.


4    REVENUE

ACCOUNTING POLICIES

Revenue comprises the sale of gold bullion and silver bullion (produced as a by-product).

Up to April 11, 2022 revenue is measured based on the consideration specified in a contract with the customer, which is based on the London Bullion Market fixing price on the date when the Group transfers control over the goods to the customer. The Group recognises revenue at a point in time when Rand Refinery Proprietary Limited (“Rand Refinery”), acting as an agent for the sale of all gold produced by the Group, delivers the Gold to the buyer and the sales price is fixed, as evidenced by the certificate of sale. It is at this point that the revenue can be measured reliably and the recovery of the consideration is probable. Rand Refinery is contractually obliged to make payment to the Group within two business days after the sale of the gold and silver and therefore no significant financing component exists.

Subsequent to April 11, 2022 revenue is measured based on the consideration specified in a contract with the customer, being South African bullion banks. The consideration is based on the gold price derived on the gold market on the day a contract is entered into with the customer. The Group recognises revenue at a point in time when the Group transfers the gold bullion and silver bullion to the bullion bank and the sale price is fixed, as evidenced by deal confirmations.
It is at this point that the customer obtains control of the gold bullion or silver bullion, which is the settlement date specified in the contract. At this point that the revenue can be measured reliably and the recovery of the consideration is probable. The customer is contractually obliged to make payment to the Group on the same day that the Group settles the contract and therefore no significant financing component exists.
Amounts in R million 2023 2022 2021
Gold revenue 5,489.7 5,110.7 5,263.8
Silver revenue 6.6 7.8 5.2
Total revenue 5,496.3 5,118.5 5,269.0
A disaggregation of revenue by operating segment is presented in note 23 OPERATING SEGMENTS.

F-12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
4    REVENUE continued
MARKET RISK
Commodity price sensitivity
The Group's profitability and the cash flows are significantly affected by changes in the market price of gold which is sold in US Dollars. The Group did not enter into any hedging arrangements during the year.
A change of 20% in the average US Dollar gold price received during the financial year would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis assumes that all other variables remain constant and specifically excludes the impact on income tax.
Amounts in R million 2023 2022 2021
20% increase in the US Dollar gold price
1,099.3 1,023.7 1,053.8
20% decrease in the US Dollar gold price
(1,099.3) (1,023.7) (1,053.8)
Exchange rate sensitivity
The Group's profitability and the cash flows are significantly affected by changes in the rand to the US Dollar exchange rate. The Group did not enter into any hedging arrangements during the year.
A change of 20% in the average rand to US Dollar exchange rate received during the financial year would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis assumes that all other variables remain constant and specifically excludes the impact on income tax.
Amounts in R million 2023 2022 2021
20% increase in the US Dollar exchange rate
1,099.3 1,023.7 1,053.8
20% decrease in the US Dollar exchange rate
(1,099.3) (1,023.7) (1,053.8)
5 RESULTS FROM OPERATING ACTIVITIES

5.1    COST OF SALES

Amounts in R million Note 2023 2022 2021
Cost of sales (3,911.0) (3,741.5) (3,388.2)
Operation costs (a) (3,711.4) (3,506.5) (3,122.5)
Movement in gold in process and finished inventories - Gold Bullion 10.8  30.4  (25.6)
Depreciation 9 (217.5) (267.6) (252.5)
Change in estimate of environmental rehabilitation 11 7.1  2.2  12.4 
(a) The most significant components of operating costs include:
Consumable stores (1,199.9) (1,014.9) (880.2)
Labour including short term incentives (663.4) (649.6) (598.4)
Electricity (544.4) (547.3) (488.2)
Specialist service providers (633.9) (610.2) (510.7)
Machine hire (152.3) (139.0) (127.4)
Security expenses (153.6) (133.0) (122.8)
Water (61.8) (54.2) (57.1)
RELATED PARTY TRANSACTIONS
Far West Gold Recoveries Proprietary Limited (“FWGR”) entered into an agreement with Sibanye-Stillwater effective 31 July 2018 for the pumping and supply of water and electricity to the FWGR operations for which FWGR is invoiced based on metered usage of water and electricity.
FWGR also entered into a smelting agreement with Sibanye-Stillwater effective 31 July 2018 to smelt and recover gold from gold loaded carbon produced at FWGR, and deliver the gold to Rand Refinery. As consideration for this service, Sibanye-Stillwater receives a fee based on the smelting costs plus 10% of the smelting costs.
Rand Refinery up to 10 April 2022, performed the final refinement and marketing of all gold and silver produced by the Group. As consideration for this service, Rand Refinery receives a variable refining fee plus fixed marketing and administration fees. From 11 April 2022, Rand Refinery only performs the final refinement and administration of the gold bars delivered. As a result of this, the marketing fee was no longer incurred by the Group. Rand Refinery is a related party to the Group through Sibanye-Stillwater’s shareholding in Rand Refinery.
All transactions and outstanding balances with related parties are to be settled in cash within 30 days of the invoice date. None of the balances are secured. No expense has been recognised in the current year as a credit loss allowance in respect of amounts charged to related parties.

F-13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
5    RESULTS FROM OPERATING ACTIVITIES continued
Amounts in R million 2023 2022 2021
Services rendered by related parties and included in operating costs:
Supply of water and electricity 1
79.2 79.2 68.1
Gold smelting and related charges 1
21.1 19.1 21.1
Other charges 1
0.3 0.3 0.7
Gold refining and related charges 2
7.2 6.9 6.8
107.8 105.5 96.7
1 Paid to Sibanye-Stillwater by FWGR
2 Paid to Rand Refinery by Ergo

5.2    OTHER INCOME

ACCOUNTING POLICIES
Other income is recognised where it is probable that the economic benefits associated with a transaction will flow to the Group and it can be reliably measured.
Other income is generally income earned from transactions outside the course of the Group’s ordinary activities and may include COVID-19 and other insurance payouts, gains on disposal of property, plant and equipment and gains on financial instruments at fair value through profit or loss.

Amounts in R million 2023 2022 2021
Gain on disposal of property, plant and equipment 10.3 6.6 0.1
Insurance claim refund 84.7
Sundry income 0.1
10.4 91.3 0.1
(a) Insurance claim
During the FY2020, a complex insurance claim process was initiated for business interruption caused by the regulatory lockdowns pursuant to the COVID-19 pandemic. R84.7 million was included in other income in profit or loss in FY2022. R53.0 million was received before 30 June 2022 and the balance of R31.7 million was received in FY2023.
84.7

5.3 ADMINISTRATION EXPENSES AND OTHER COSTS

Amounts in R million Note 2023 2022 2021
Included in administration expenses and other costs are the following:
Share based payment (expenses)/benefit (22.0) (18.4) 28.3
Cash settled Long-Term Incentive ("CLTI") scheme
44.3
Equity settled Long-Term Incentive ("ELTI") scheme
19.1 (22.0) (18.4) (16.0)
Exploration expenses and transaction costs1
(4.6) (15.2) (3.1)
Other costs and administration expenses2
(55.8) (52.8) (39.7)
1 FY2022 includes exploration expenses of R8.2 million paid to Sibanye-Stillwater.
2 Other costs and administration expenses are made up of short-term incentives and information technology costs.

F-14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
6    FINANCE INCOME

ACCOUNTING POLICY
Finance income includes interest received, growth in cash and cash equivalents in environmental rehabilitation trust funds, growth in investment in Guardrisk, growth in the reimbursive right for environmental rehabilitation guarantees, dividends received, the unwinding of the payments made under protest and foreign exchange gains.
Amounts in R million Note 2023 2022 2021
Interest on financial assets measured at amortised cost 13 190.2 111.8 108.7
Growth in cash and cash equivalents in environmental rehabilitation trust funds 12 14.8 22.5
Growth in reimbursive right for environmental rehabilitation guarantees 12 1.8 3.7
Growth in investment in Guardrisk 12 50.5 13.1
Dividends received 25 78.3 71.5 76.1
Unwinding of payments made under protest 24 5.7 5.8 4.8
Unrealised foreign exchange gain 9.0 7.0
Other finance income 0.6 0.4
334.3 225.8 216.2

7    FINANCE EXPENSE

ACCOUNTING POLICY
Finance expenses comprise interest payable on financial instruments measured at amortised cost calculated using the effective interest method, unwinding of the provision for environmental rehabilitation, interest on lease liabilities, the discount recognised on payments made under protest and foreign exchange losses.

Amounts in R million Note 2023 2022 2021
Interest on financial liabilities measured at amortised cost (1.4) (2.6) (2.3)
Unwinding of provision for environmental rehabilitation 11 (46.2) (45.0) (44.7)
Discount recognised on payments made under protest 24 (19.0) (21.1) (7.4)
Interest on lease liabilities 10.2 (3.8) (4.2) (4.5)
Unrealised foreign exchange loss —  (8.4)
Other finance expenses (0.3) (1.9) (2.2)
(70.7) (74.8) (69.5)
8    EARNINGS PER SHARE

Amounts in R million 2023 2022 2021
The calculations of basic and diluted earnings per ordinary share are based on the following:
Profit for the year 1,281.4 1,123.8 1,439.9
Reconciliation of weighted average number of ordinary shares to diluted weighted average number of ordinary shares Note 2023 2022 2021
Weighted average number of ordinary shares in issue adjusted for treasury shares 859,538,847 856,760,797 855,113,791
Effect of equity-settled share-based payment 5,423,357 4,203,336 5,935,215
Dilutive weighted average issued shares 864,962,204 860,964,133 861,049,006
SA cents per share 2023 2022 2021
Basic EPS 149.1 131.2 168.4
Diluted EPS 148.2 130.6 167.2
F-15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
9    PROPERTY, PLANT AND EQUIPMENT

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
Mineral resources and mineral reserves estimates
The Group is required to determine and report mineral resources and mineral reserves in accordance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“SAMREC Code”). In order to calculate mineral resources and mineral reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Estimating the quantity and/or grade of mineral resources and mineral reserves requires the size, shape and depth of reclamation sites to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data. Because the assumptions used to estimate mineral resources and mineral reserves change from period to period and because additional geological data is generated during the course of operations, estimates of mineral resources and mineral reserves may change from period to period. Mineral resources and mineral reserves estimates prepared by management are reviewed by independent mineral resources and mineral reserves experts.
Changes in reported mineral resources and mineral reserves may affect the Group’s life-of-mine plan, financial results and financial position in a number of ways including the following:
•asset carrying values may be affected due to changes in estimated future cash flows;
•depreciation charged to profit or loss may change where such charges are determined by the units-of-production method, or where the useful lives of assets change;
•decommissioning, site restoration and environmental provisions may change where changes in estimated mineral resources and mineral reserves affect expectations about the timing or cost of these activities; and
•the carrying value of deferred tax assets and liabilities may change due to changes in estimates of the likely recovery of the tax benefits and charges.

Depreciation
The calculation of the units-of-production rate of depreciation could be affected if actual production in the future varies significantly from current forecast production. This would generally arise when there are significant changes in any of the factors or assumptions used in estimating mineral resources and mineral reserves. These factors could include:
•changes in mineral resources and mineral reserves;
•the grade of mineral resources and mineral reserves may vary from time to time;
•differences between actual commodity prices and commodity price assumptions;
•unforeseen operational issues at mine sites including planned extraction efficiencies; and
•changes in capital, operating, mining processing and reclamation costs, discount rates and foreign exchange rates.


F-16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
9    PROPERTY, PLANT AND EQUIPMENT continued


ACCOUNTING POLICIES
Recognition and measurement
Property, plant and equipment comprise mine plant facilities and equipment, mine property and development (including mineral rights) and exploration assets. These assets (excluding exploration assets) are initially measured at cost, whereafter they are measured at cost less accumulated depreciation and accumulated impairment losses. Exploration assets are initially measured at cost, whereafter they are measured at cost less accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition or construction of the asset, borrowing costs capitalised, as well as the costs of dismantling and removing an asset and restoring the site on which it is located. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Exploration and evaluation costs are capitalised as exploration assets on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project.
Exploration assets consists of costs of acquiring rights, activities associated with converting a mineral resource to a mineral reserve - the process thereof includes drilling, sampling and other processes necessary to evaluate the technical feasibility and commercial viability of a mineral resource to prove whether a mineral reserve exists. Exploration assets also include geological, geochemical and geophysical studies associated with prospective projects and tangible assets which comprise property, plant and equipment used for exploratory activities. Costs are capitalised to the extent that they are a directly attributable exploration expenditure and classified as a separate class of assets on a project by project basis. Once a mineral reserve is determined or the project ready for development, the asset attributable to the mineral reserve or project is assessed for impairment and then reclassified to the appropriate class of assets. Depreciation commences when the assets are available for use. Exploration and evaluation expenses prior to acquiring rights to explore is recognised in profit or loss.
Depreciation
Depreciation of mine plant facilities and equipment, as well as mining property and development (including mineral rights) are calculated using the units of production method which is based on the life-of-mine of each site. The life-of-mine is primarily based on proved and probable mineral reserves. It reflects the estimated quantities of economically recoverable gold that can be recovered from reclamation sites based on the estimated gold price. Changes in the life-of-mine will impact depreciation on a prospective basis. The life-of-mine is prepared using a methodology that takes account of current information to assess the economically recoverable gold from specific reclamation sites and includes the consideration of historical experience.
The depreciation method, estimated useful lives and residual values are reassessed annually and adjusted if appropriate. The current estimated useful lives are based on the life-of-mine of each site, currently between one year (2022: two years; 2021: three years) and 19 years (2022: 19 years; 2021: 13 years) for mining assets of Ergo Mining Proprietary Limited (“Ergo”) and between two years (2022: two years; 2021: three years) and 18 years (2022: 20 years; 2021: 18 years) for FWGR mining assets.

Impairment
The carrying amounts of property, plant and equipment are reviewed at each reporting date to determine whether there is any indication of impairment, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, the asset’s recoverable amount is estimated. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGUs”). The key assets of a surface retreatment operation which constitutes a CGU are a reclamation site, a metallurgical plant and a tailings storage facility. These key assets operate interdependently to produce gold. The Ergo and FWGR operations each have separately managed and monitored reclamation sites, metallurgical plants and tailings storage facilities and are therefore separate CGUs.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised in profit or loss if the carrying amount of an asset or CGU exceeds its recoverable amount.
F-17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
9    PROPERTY, PLANT AND EQUIPMENT continued

Amounts in R million Note Mine plant facilities and equipment Mine property and development Exploration assets Capital work in progress Total
30 June 2023
Cost 2,901.6 2,788.6 16.2 498.0 6,204.4
Balance at the beginning of the year 2,733.9 2,419.6 14.2 5,167.7
Additions - property, plant and equipment owned1
157.5 365.1 2.0 498.0 1,022.6
Additions - right-of-use assets 10.1 6.1 6.1
Lease modifications 10.1 (0.6) (0.6)
Lease derecognitions 10.1 (4.2) (0.8) —  (5.0)
Disposals and scrapping (6.6) (0.2) —  —  (6.8)
Change in estimate of decommissioning asset 11 21.6  (1.2) —  20.4 
Accumulated depreciation and impairment (1,108.7) (1,176.5) (9.7) —  (2,294.9)
Balance at the beginning of the year (1,017.0) (1,056.9) (9.7) —  (2,083.6)
Depreciation 5.1 (97.9) (119.6) (217.5)
Lease derecognitions 4.0 4.0
Disposals and scrapping 2.2 2.2
Carrying value at end of the year 1,792.9 1,612.1 6.5 498.0 3,909.5
Comprising:
Property, plant and equipment owned 1,783.2 1,587.0 6.5 498.0 3,874.7
Right-of-use assets 10.1 9.7 25.1 34.8
Carrying value at end of the year 1,792.9 1,612.1 6.5 498.0 3,909.5
1 This amount includes cash additions of R959.7 million
30 June 2022
Cost 2,733.9 2,419.6 14.2 5,167.7
Balance at the beginning of the year 2,604.3 2,154.0 110.5 4,868.8
Additions - property, plant and equipment owned 291.4 301.2 5.8 598.4
Additions - right-of-use assets 10.1 6.0 9.9 15.9
Lease modifications 10.1 1.2 1.2
Lease derecognitions 10.1 (1.6) —  (1.6)
Disposals and scrapping (185.3) (61.6) (0.9) —  (247.8)
Change in estimate of decommissioning asset 11 (46.3) (20.9) —  (67.2)
Transfers between classes of property, plant and equipment 65.4 35.8 (101.2)
Accumulated depreciation and impairment (1,017.0) (1,056.9) (9.7) —  (2,083.6)
Balance at the beginning of the year (1,074.0) (975.4) (9.7) —  (2,059.1)
Depreciation 5.1 (125.1) (142.5) —  (267.6)
Lease derecognitions 1.6 1.6
Disposals and scrapping 180.5 61.0 241.5
Carrying value at end of the year 1,716.9 1,362.7 4.5 3,084.1
Comprising:
Property, plant and equipment owned 1,698.7 1,333.2 4.5 3,036.4
Right-of-use assets 10.1 18.2 29.5 47.7
Carrying value at end of the year 1,716.9 1,362.7 4.5 3,084.1


CONTRACTUAL COMMITMENTS
Contractual commitments not provided for in the consolidated financial statements at 30 June 2023 amounted to R1,730.8 million (2022: R235.9 million).
Capital expenditure related to material growth projects are financed on a project-by-project basis which may include bank facilities and existing cash resources. Sustaining capital expenditure is financed from cash generated from operations and existing cash resources cash resources.
F-18

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
10    RIGHT OF USE ASSETS AND LEASES


ACCOUNTING JUDGEMENTS
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The contract must also be enforceable. To assess whether a contract conveys the right to control the use of an identified asset, requires judgement particularly on contracts with service contractors, which may contain embedded leases.
The Group assesses whether:
•the contract involves the use of an identified asset;
•the Group has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
•the Group has the right to direct the use of the asset.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relevant stand-alone prices. However, for the lease of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease component as a single lease component.
Some property leases contain options to renew under the contract. Judgement is applied in whether the renewable option periods must be included in the lease term i.e. it is reasonably certain that the options to renew will be exercised. In applying judgement, the Group also considers whether the lease term is commensurate with estimated future mine plan requirements and environmental rehabilitation obligations associated with the property post reclamation.



ACCOUNTING POLICIES
Right of use assets
The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability and is adjusted by any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The Group recognises a right of use asset and lease liability at the lease commencement date.
The right of use asset is subsequently depreciated using the straightline method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The right of use asset carrying value is allocated to the CGU it belongs to and the CGU is reviewed at each reporting date to determine whether there is any indication of impairment. The carrying value is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Lease liability
The lease liability is initially measured at the present value of the outstanding lease payments at commencement date over the lease term, discounted using the interest rate implicit in the lease or if that rate is undeterminable, the Group’s incremental borrowing rate. The lease term includes the non-cancellable period for which the lessee has the right to use an underlying asset including optional periods when the Group is reasonably certain to exercise an option to extend a lease.
Lease payments comprise fixed payments, variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date, and the exercise price under a purchase option that the Group is reasonably certain to exercise.
The lease liability is measured using the effective interest rate method. The Group re-measures the lease liability when the lease contract is modified and this does not give rise to modification accounting, when the lease term has been changed or when the lease payments have changed as a result of a change in an index or rate or a change in the assessment of a purchase option. Upon remeasurement, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.
Right of use assets are presented in “property, plant and equipment” and lease liabilities are separately disclosed in the statement of financial position.
Short term leases and leases of low value assets
The Group has elected not to recognise right of use assets and lease liabilities for short-term leases of machinery and equipment that have a lease term of 12 months or less and leases of low value assets which include IT equipment, security equipment and administration equipment.

F-19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
10    RIGHT OF USE ASSETS AND LEASES continued

10.1    RIGHT OF USE ASSETS
Included in property, plant and equipment are the following leased assets:
Amounts in R million Note Mine plant facilities and equipment Mine property and development Total
30 June 2023
Cost 26.4 63.7 90.1
Opening balance 31.2 58.4 89.6
Additions 6.1 6.1
Lease modifications (0.6) (0.6)
Lease derecognitions (4.2) (0.8) (5.0)
Accumulated depreciation and impairment (16.7) (38.6) (55.3)
Opening balance (13.0) (28.9) (41.9)
Depreciation (7.7) (9.7) (17.4)
Lease derecognitions 4.0 4.0
Carrying value 9.7 25.1 34.8
30 June 2022
Cost 31.2 58.4 89.6
Opening balance 26.8 47.3 74.1
Additions 6.0 9.9 15.9
Lease modifications 1.2 1.2
Lease derecognitions (1.6) (1.6)
Accumulated depreciation and impairment (13.0) (28.9) (41.9)
Opening balance (6.2) (18.8) (25.0)
Depreciation (8.4) (10.1) (18.5)
Lease derecognitions 1.6 1.6
Carrying value 18.2 29.5 47.7
10.2    LEASE LIABILITIES
Amounts in R million Note 2023 2022
Reconciliation of the lease liabilities balance:
Balance at the beginning of the year 52.3 54.8
New leases 9 6.1 15.9
Lease modifications 9 (0.6) 1.2
Lease derecognitions 9 (1.2)
Interest charge on lease liabilities 7 3.8 4.2
Repayment of lease liabilities (16.9) (19.7)
Interest repaid (3.8) (4.1)
Balance at the end of the year 39.7 52.3
Current portion of lease liabilities (11.3) (19.5)
Non-current portion of lease liabilities 28.4 32.8
Maturity analysis of undiscounted contractual cash flows:
Less than a year 16.7 22.4
One to five years 24.8 35.1
More than five years 8.5 2.1
Total undiscounted lease liabilities at the end of the year 50.0 59.6
Lease payments not recognised as a liability but expensed during the year:
Short-term leases (6.4) (2.5)
Leases of low value assets (9.7) (8.6)
Cash flows included in cash generated from operating activities (16.1) (11.1)
F-20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
11    PROVISION FOR ENVIRONMENTAL REHABILITATION

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
Estimates of future environmental rehabilitation costs are determined with the assistance of an independent expert and are based on the Group’s environmental management plans which are developed in accordance with regulatory requirements as well as the life-of-mine plan (as discussed in note 9 to the consolidated financial statements) which influences the estimated timing of the rehabilitation cash outflows and the planned method of rehabilitation which in turn is influenced by developments in trends and technology.
An average discount rate ranging between 10.8% and 11.1% (2022: between 10.2% and 10.3%), average inflation rate of 5.7% (2022: 5.5%) and the discount periods as per the expected life-of-mine were used in the calculation of the estimated net present value of the rehabilitation liability.

ACCOUNTING POLICIES
The net present value of the estimated rehabilitation cost as at reporting date is provided for in full. These estimates are reviewed annually and are discounted using a pre-tax risk-free rate that is adjusted to reflect the current market assessments of the time value of money and the risks specific to the obligation.
Annual changes in the provision consist of financing expenses relating to the change in the present value of the provision and inflationary increases in the provision, as well as changes in estimates.
The present value of dismantling and removing the asset created (decommissioning liabilities) are capitalised to PPE against an increase in the rehabilitation provision. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised in profit or loss. If the asset value is increased and there is an indication that the revised carrying value is not recoverable, an impairment test is performed in accordance with the accounting policy dealing with impairments of property, plant and equipment. Over time, the liability is increased to reflect an interest element, and the capitalised cost is depreciated over the life of the related asset. Cash costs incurred to rehabilitate these disturbances are charged to the provision and are presented as investing activities in the statement of cash flows.
The present value of environmental rehabilitation costs relating to the production of inventories and sites without related assets (restoration liabilities) as well as changes therein are expensed as incurred and presented as operating costs. Cash costs incurred to rehabilitate these disturbances are presented as operating activities in the statement of cash flows. The cost of ongoing rehabilitation is recognised in profit or loss as incurred.


Amounts in R million Note 2023 2022
Opening balance 517.7 570.8
Unwinding of provision 7 46.2 45.0
Change in estimate of environmental rehabilitation recognised in profit or loss 5.1 (7.1) (2.2)
Change in estimate of environmental rehabilitation recognised to decommissioning asset (a) 9 20.4  (67.2)
Environmental rehabilitation payments (b) (15.1) (28.7)
To reduce decommissioning liabilities (13.8) (25.4)
To reduce restoration liabilities 14 (1.3) (3.3)
Closing balance 562.1 517.7
Environmental rehabilitation payments to reduce the liability (15.1) (28.7)
Ongoing rehabilitation expenditure 1
(26.8) (31.6)
Total cash spent on environmental rehabilitation (41.9) (60.3)
1 The Group also performs ongoing environmental rehabilitation arising from its current activities concurrently with production. These costs do not represent a reduction of the above liability and are expensed as operating costs.
(a)Change in estimate of environmental rehabilitation recognised to decommissioning asset
The current year increase mainly as a result of above inflationary increases on machine hire rates.
(b)Environmental rehabilitation payments
20ha of the Brakpan/Withok TSF and 5.1ha of the Driefontein 4 TSF were vegetated during the year.
GROSS COST TO REHABILITATE
The Group estimates that, based on current environmental and regulatory requirements, the total undiscounted rehabilitation cost is approximately R897.8 million (2022: R815.1 million).

F-21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
12    INVESTMENTS IN REHABILITATION AND OTHER FUNDS

ACCOUNTING POLICIES
Cash and cash equivalents in environmental rehabilitation trusts
Cash and cash equivalents included in environmental rehabilitation trusts comprise low-risk, interest-bearing cash and cash equivalents and are non-derivative financial assets categorised as financial assets measured at amortised cost.
Cash and cash equivalents are initially measured at fair value. Subsequent to initial recognition, cash and cash equivalents are measured at amortised cost, which is equivalent to their fair value.
The cash and cash equivalents in environmental rehabilitation trusts are for the sole use of material future environmental rehabilitation payments and are therefore included in non-current assets.
Reimbursive right for environmental rehabilitation guarantees (“old environmental rehabilitation policy”)
Funds held in the cell captive that secure the environmental rehabilitation guarantees issued are recognised as a right to receive a reimbursement and are measured at the lower of the amount of the consolidated environmental rehabilitation liability recognised and the consolidated fair value of the fund assets.
Changes in the carrying value of the fund assets, other than those resulting from contributions and payments, are recognised in finance income. The funds held in the cell captive under the old environmental rehabilitation policy are for the sole use of material future environmental rehabilitation payments and are therefore included in non-current assets.

Investments in Guardrisk Cell Captive
Funds invested in the Guardrisk Cell Captive, held within Guardrisk Insurance Company Limited (“GICL”) or “Guardrisk” are non-derivative financial assets categorised as financial assets measured at fair value through profit and loss as the funds are invested by Guardrisk in liquid money market funds. These assets are initially measured at fair value and subsequent changes in fair value are recognised in profit or loss as they arise and included in finance income. The investments in GICL are for the sole use of environmental financial guarantees, Directors’ and Officers’ insurance and other insurance requirements.

The investment in the Guardrisk Cell Captive are for the sole use as determined in the insurance policies and are therefore included in non-current assets.

Investment in Guardrisk Cell Captive – Funding of environmental rehabilitation activities (refer note 11)
During the previous financial year the Group made a decision to change its method of providing for environmental rehabilitation from funding in a specific rehabilitation trust to financial guarantees which is an allowed method in terms of the National Environmental Management Act. A new ring-fenced policy related to the funds was concluded. In this regard, the rehabilitation trust directly transferred a total amount of R579.5 million to the new ring-fenced policy with GICL in terms of which, GICL issued rehabilitation financial guarantees. The new ring-fenced policy replaced the old environmental rehabilitation policy which lapsed in FY2022. The funds are ring-fenced for the sole objective of future rehabilitation during and at the end of the relevant life of mine. All the required approvals for the change in method and transfer of the rehabilitation trust funds were obtained from the Department of Mineral Resources and Energy (“DMRE”) and a thorough consideration of tax and legal impacts were completed prior to the funds being transferred to GICL.

Environmental rehabilitation payments to reduce the environmental rehabilitation obligations and ongoing rehabilitation expenditure are mostly funded by cash generated from operations.

GICL has guarantees in issue amounting to R951.8 million (2022: R614.0 million) to the DMRE on behalf of DRDGOLD related to the environmental obligations. The funds for environmental rehabilitation in the cell captive serve as collateral for these guarantees.
Investment in Guardrisk Cell Captive – Directors’ and Officers’ insurance
During the current year premiums were paid into the Guardrisk Cell Captive for the creation of self-insurance for the Group’s Directors and Officers.

Investment in Guardrisk Cell Captive – Other funds
These are existing funds within the cell captive which were previously part of the old environmental rehabilitation policy held for purposes of obtaining environmental rehabilitation guarantees. The policy came to an end during the financial year, but the funds remained within the cell captive for future insurance applications.






F-22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023

12 INVESTMENTS IN REHABILITATION AND OTHER FUNDS continued

Amounts in R million Note 2023 2022
Cash and cash equivalents in environmental rehabilitation trust funds
Opening balance 564.7
Transfer to Investment in Guardrisk Cell Captive —  (579.5)
Growth 6 14.8
Reimbursive right for environmental rehabilitation guarantees
Opening balance 87.5
Lapsing of old environmental rehabilitation policy retained in Guardrisk Cell Captive —  (89.3)
Growth 6 1.8
Investment in Guardrisk Cell Captive (a) 789.7 710.8
Opening balance 710.8
Transfer to Guardrisk cell captive 668.8
Contributions 28.4 28.9
Growth 6 50.5 13.1
Investments in rehabilitation and other funds 789.7 710.8
(a) Investment in Guardrisk Cell Captive
The investment in the cell captive is allocated as follows: 789.7 710.8
Environmental rehabilitation 630.6 589.8
Directors’ and Officers’ insurance 61.3 29.5
Other funds 97.8 91.5


CREDIT RISK
The Group is exposed to credit risk on the total carrying value of the investments held in the environmental rehabilitation trust funds and the Guardrisk Cell Captive.
The Group manages its exposure to credit risk by mandating the Guardrisk Cell Captive to diversify the funds across a number of major financial institutions, as well as investing funds in low-risk, interest-bearing cash and cash equivalents.
MARKET RISK
Interest rate risk
A change of 100 basis points (bp) in interest rates at the reporting date would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis assumes that all other variables, in particular the balance of the funds, remain constant. The analysis excludes income tax.
Amounts in R million 2023 2022
100bp increase
7.9 7.1
100bp (decrease)
(7.9) (7.1)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of investment in Guardrisk Cell Captive approximate their carrying value due to the short-term maturities of the underlying funds invested by Guardrisk.
F-23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
13 CASH AND CASH EQUIVALENTS

ACCOUNTING POLICIES
Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to cash without significant risk of changes in value and comprise cash on hand, demand deposits, and highly liquid investments which are readily convertible to known amounts of cash.
Cash and cash equivalents are non-derivative financial assets categorised as financial assets measured at amortised cost. Cash and cash equivalents are initially measured at fair value. Subsequent to initial recognition, cash and cash equivalents are measured at amortised cost, which is equivalent to their fair value.


Amounts in R million Note 2023 2022
Cash on hand 131.3 113.2
Access deposits and income funds1
2,328.7 2,401.7
Restricted cash2
11.4 10.7
2,471.4 2,525.6
Interest earned on cash and cash equivalents 6 190.2 111.8
1These consist of access deposit notes and conservatively managed income funds that are diversified across the major financial institutions in South Africa.
At reporting date all of these instruments had same day or next day liquidity and effective annualised yields of between 8.80% and 9.49%
2This consists of cash held on call as collateral for guarantees issued by the Standard Bank of South Africa Limited on behalf of the Group for environmental rehabilitation amounting to R5.2 million and various utilities amounting to R5.1 million


CREDIT RISK
The Group is exposed to credit risk on the total carrying value of its cash and cash equivalents. The Group manages its exposure to credit risk by investing cash and cash equivalents across several major financial institutions, considering the credit ratings of the respective financial institutions, funds and underlying instruments.
Impairment on cash and cash equivalents, if any, are measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties which are rated between AA- and AA+.
MARKET RISK
Interest rate risk
A change of 100 basis points (bp) in the interest rates would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis is performed on the average balance of cash and cash equivalents for the year and assumes that all other variables remain constant. The analysis excludes income tax.
Amounts in R million 2023 2022
100bp increase
25.0 23.5
100bp (decrease)
(25.0) (23.5)
Foreign denominated cash is held in a foreign currency bank account accruing negligible interest and is usually converted to South African rand on the day of receipt. Foreign cash is therefore not exposed to significant interest rate risk.
Foreign currency risk
US Dollars received on settlement of the trade receivables are exposed to fluctuations in the US Dollar/South African rand exchange rate until it is converted to South African rands.
US Dollars not converted to South African rands at reporting date are as follows:
Figures in USD million 2023 2022
Foreign denominated cash at 30 June 3.7 3.4
A 10% strengthening of the rand against the US Dollar at 30 June 2023 would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis assumes that all other variables remain constant.
Amounts in R million 2023 2022
Strengthening of the Rand against the US Dollar (7.0) (5.5)
Weakening of the Rand against the US Dollar 7.0 5.5
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.
F-24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
14 CASH GENERATED FROM OPERATIONS

Amounts in R million Note 2023 2022 2021
Profit for the year 1,281.4 1,123.8 1,439.9
Adjusted for:
Income tax 18.1 405.0 334.3 523.7
Depreciation 9 217.5 267.6 252.5
Movement in gold in process and finished inventories - Gold Bullion 5.1 (10.8) (30.4) 25.6 
Change in estimate of environmental rehabilitation recognised in profit or loss 11 (7.1) (2.2) (12.4)
Environmental rehabilitation payments to reduce the restoration liabilities 11 (1.3) (3.3) (5.8)
Share based payment expense 5.3 22.0  18.4 (28.3)
Gain on disposal of property, plant and equipment 5.2 (10.3) (6.6) (0.1)
Insurance claim received/(receivable) 5.2 31.7 (31.7) — 
Finance income 6 (334.3) (225.8) (216.2)
Finance expense 7 70.7 74.8  69.5 
Other non-cash items —  3.8  (2.5)
Operating cash flows before working capital changes 1,664.5 1,522.7 2,045.9
Changes in: 44.2 62.9 (194.9)
Trade and other receivables 19.9 25.7 6.9
Inventories (13.6) (18.9) (44.7)
Payment made under protest 24 (12.6) (15.2) (8.1)
Trade and other payables and employee benefits 50.5  71.3  (149.0)
Cash generated by operations 1,708.7 1,585.6 1,851.0

15 TRADE AND OTHER RECEIVABLES

ACCOUNTING POLICIES
Recognition and measurement
Trade and other receivables, excluding Value Added Tax and prepayments, are non-derivative financial assets categorised as financial assets at amortised cost.
These assets are initially measured at fair value plus directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method less any expected credit losses using the Group’s business model for managing its financial assets.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Impairment
The Group recognises loss allowances for trade and other receivables at an amount equal to expected credit losses (“ECLs”). The Group uses the simplified ECL approach. When determining whether the credit risk of a financial asset has increased since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on informed credit assessments and including forward-looking information. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The Group assesses whether the financial asset is credit impaired at each reporting date. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred, including but not limited to financial difficulty or default of payment. The Group will write off a financial asset when there is no reasonable expectation of recovering it after considering whether all means to recovery the asset have been exhausted, or the counterparty has been liquidated and the Group has assessed that no recovery is possible.
Any impairment losses are recognised in the statement of profit or loss.
Trade receivables relate to gold sold to the bullion banks. Settlement is usually received on the gold sold date. Previously trade receivables related to gold sold on the bullion market by Rand Refinery in its capacity as an agent for the Group. Settlement was usually received 2 working days from gold sold date.


F-25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
15 TRADE AND OTHER RECEIVABLES continued

Amounts in R million 2023 2022
Value Added Tax 56.6 75.1
Other receivables1
33.8 57.4
Prepayments2
199.1 19.2
Allowance for impairment (0.9) (2.2)
288.6 149.5
1 Other receivables as at 30 June 2022 includes the outstanding COVID-19 insurance claim amount of R31.7 million (refer to note 5.2) which was received in FY2023
2 Prepayments includes prepayments made towards capital projects including those of the solar project of R185.5 million
CREDIT RISK
The Group is exposed to credit risk on the total carrying value of its trade receivables and other receivables excluding Value Added Tax and prepayments.

The Group manages its exposure to credit risk on trade receivables by selling gold on a cash on delivery basis. The Group manages its exposure to credit risk on other receivables by establishing a maximum payment period of 30 days, and ensuring that counterparties are of good credit standing and transacting on a secured or cash basis where considered necessary. The majority of other receivables, excluding the COVID-19 insurance claim, comprises balances with counterparties who have been transacting with the Group for over 5 years and in some of these cases, the counterparties are also suppliers of the Group. Receivables are regularly monitored and assessed for recoverability.

The balances of counterparties who have been assessed as being credit impaired at reporting date are as follows:
2023 2022
Amounts in R million Non-credit impaired Credit impaired Non-credit impaired Credit impaired
Other receivables 32.9 0.9 55.2 2.2
Loss allowance (0.9) (2.2)
Movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:
Amounts in R million 2023 2022
Balance at the beginning of the year (2.2) (1.2)
Credit loss allowance/impairments recognised included in operating costs (2.0) (1.1)
Credit loss allowance/impairments reversed included in operating costs 0.6 0.1
Credit loss allowance written off against related receivable 2.7
Balance at the end of the year (0.9) (2.2)

MARKET RISK
Interest rate risk
Trade and other receivables do not earn interest and are therefore not subject to interest rate risk.
Foreign currency risk
Gold is sold at spot rates and is denominated in US Dollars. Gold sales are therefore exposed to fluctuations in the US Dollar/South African Rand exchange rate. All foreign currency transactions entered into during the year ended 30 June 2023 were at spot rates and no foreign exchange rate hedges are entered into. From 11 April 2022, The USD to be received from bullion sales are sold on the same date as the respective bullion sale to settle in ZAR to the Group. Prior to 11 April 2022, Rand Refinery, acting as an agent for the Group, sold the USD received from bullion sales on the same date as the respective bullion sale. As a result, trade receivables are not exposed to fluctuations in the US Dollar/South African Rand exchange rate.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of trade and other receivables approximate their carrying value due to their short-term maturities
F-26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023

16 TRADE AND OTHER PAYABLES

ACCOUNTING POLICIES
Trade and other payables, excluding Value Added Tax, payroll accruals, accrued leave pay and provision for performance-based incentives, are non-derivative financial liabilities categorised as financial liabilities measured at amortised cost.
These liabilities are initially measured at fair value plus directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. The Group derecognises a financial liability when its contractual rights are discharged or cancelled or expire.
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Amounts in R million Note 2023 2022
Trade payables and accruals 525.1 429.1
VAT payable 0.3 0.2
Provision for leave 56.8 55.7
Accrual for short term performance based incentives 89.8 87.5
Payroll creditors 28.5 25.9
700.5 598.4
Interest relating to trade payables and accruals included in profit or loss (1.1) (1.8)
RELATED PARTY BALANCES
Trade payables and accruals include the following amounts payable to related parties:
Sibanye-Stillwater 16.5 25.8
Rand Refinery 0.3
LIQUIDITY RISK
Trade payables and accruals are all expected to be settled within 12 months from reporting date.
    FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of trade payables and accruals approximate their carrying value due to their short-term maturities.
17 INVENTORIES

ACCOUNTING POLICIES
Gold in process is stated at the lower of cost and net realisable value. Costs are assigned to gold in process on a weighted average cost basis. Costs comprise all costs incurred to the stage immediately prior to smelting, including costs of extraction and processing as they are reliably measurable at that point. Gold Bullion is stated at the lower of cost and net realisable value. Selling and general administration costs are excluded from inventory valuation.
Consumable stores are stated at cost less allowances for obsolescence. Cost of consumable stores and stockpile material is based on the weighted average cost principle and includes expenditure incurred in acquiring inventories and bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses.
Amounts in R million 2023 2022
Consumable stores 232.7 197.5
Ore stockpiles 30.2 51.9
Gold in process 67.9 75.1
Finished inventories - Gold Bullion 82.8 64.8
Total inventories 413.6 389.3
Inventory carried at net realisable value includes:
Gold in process 8.5
Finished inventories - Gold Bullion 7.9
Write down to net realisable value included in movement in gold in process and finished stock —  (2.7)
F-27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
18 INCOME TAX
SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
Management periodically evaluates positions taken where tax regulations are subject to interpretation. This includes the treatment of both Ergo and FWGR as single mining operations respectively, pursuant to the relevant ring-fencing legislation.
The deferred tax liability is calculated by applying a forecast weighted average tax rate that is based on a prescribed formula. The calculation of the forecast weighted average tax rate requires the use of assumptions and estimates and are inherently uncertain and could change materially over time. These assumptions and estimates include expected future profitability and timing of the reversal of the temporary differences. Due to the forecast weighted average tax rate being based on a prescribed formula that increases the effective tax rate with an increase in forecast future profitability, and vice versa, the tax rate can vary significantly year on year and can move contrary to current period financial performance.
A 100 basis points increase in the effective tax rate will result in an increase in the net deferred tax liability at 30 June 2023 of approximately R22.8 million (2022: R18.7 million; 2021: R14.2 million).
The assessment of the probability that future taxable profits will be available against which the tax losses and unredeemed capital expenditure can be utilised requires the use of assumptions and estimates and are inherently uncertain and could change materially over time.
Capital expenditure is assessed by the South African Revenue Service (“SARS”) when it is redeemed against taxable mining income rather than when it is incurred. A different interpretation by SARS regarding the deductibility of these capital allowances may therefore become evident subsequent to the year of assessment when the capital expenditure is incurred.

ACCOUNTING POLICIES
Income tax expense comprises current and deferred tax. Each company is taxed as a separate entity and tax is not set-off between the companies.

Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment on tax payable or receivable in respect of the previous year. Amounts are recognised in profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income. The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date.

Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax is not recognised on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit.
Deferred tax assets relating to unutilised tax losses and unutilised capital allowances are recognised to the extent that it is probable that future taxable profits will be available against which the unutilised tax losses and unutilised capital allowances can be utilised. The recoverability of these assets is reviewed at each reporting date and adjusted if recovery is no longer probable.
Deferred tax related to gold mining income is measured at a forecast weighted average tax rate that is expected to be applied to temporary differences when they reverse, using tax rates enacted or substantially enacted at the reporting date. The calculation of the forecast weighted average tax rate requires the use of assumptions and estimates, including the Group’s life-of-mine plan (as discussed in note 9 to the consolidated financial statements) that is applied to calculate the expected future profitability.
Current tax on gold mining income for the periods presented was determined based on a formula: Y = 33 - 165/X (2022 and 2021: Y = 34 - 170/X) where Y is the percentage rate of tax payable and X is the ratio of taxable income, net of any qualifying capital expenditure that bears to gold mining income derived, expressed as a percentage. Non-mining income, which consists primarily of interest accrued, is taxed at a standard rate of 27% (2022 and 2021: 28%) for the periods presented.
All mining capital expenditure is deducted in the year it is incurred to the extent that it does not result in an assessed loss. Capital expenditure not deducted from mining income is carried forward as unutilised capital allowances to be deducted from future mining income.
Amendment in the corporate income tax rate and mining tax rate formula and broadening the tax base
On February 23, 2022 the Minister of Finance announced in his budget speech that the corporate income tax (“CIT”) rate will be lowered from 28% to 27% for companies with years of assessment commencing on or after April 1, 2022. The mining operations of the Group accounts for income tax using the gold mining tax formula as opposed to the CIT rate. The gold mining tax formula was changed to Y = 33 - 165/X for years of assessment commencing on or after April 1, 2022. It was further announced that the lowering of the CIT rate will be implemented alongside additional amendments to broaden the CIT base by limiting interest deductions and assessed losses. Section 23M which limits the deduction of interest payable to certain parties who are not subject to tax was significantly widened. A maximum of R1 million or 80% of assessed losses (whichever is greater) is permitted to be set-off against taxable income.
Deferred tax is recognised using the gold mining tax formula to calculate a forecast weighted average tax rate considering the expected timing of the reversal of temporary differences. The formula is calculated as: Y = 33 – 165/X where Y is the percentage rate of tax payable and X is the ratio of taxable income, net of any qualifying capital expenditure that bears to mining income derived, expressed as a percentage.
Due to the forecast weighted average tax rate being based on the expected future profitability, the tax rate can vary significantly year-on-year and can move contrary to current year financial performance.
The forecast weighted average deferred tax rate of Ergo remained unchanged at 22% (2022: decreased from 25% to 22%). The forecast weighted average deferred tax rate of FWGR remained unchanged at 29% (2022: decreased from 30% to 29%).
F-28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
18 INCOME TAX continued
18.1     INCOME TAX EXPENSE

Amounts in R million 2023 2022 2021
Current tax (286.3) (261.6) (423.7)
Mining tax (253.0) (250.2) (423.7)
Non-Mining, company and capital gains tax (33.3) (11.4)
Deferred tax (118.7) (72.7) (100.0)
Deferred tax charge - Mining tax (121.6) (119.9) (104.0)
Deferred tax charge - Non-mining, company and capital gains tax 2.9 1.6  (19.1)
Deferred tax rate adjustment 45.6
Recognition of previously unrecognised income losses 0.4 7.8
Recognition of previously unrecognised capital losses —  (1.2)
Recognition of previously unrecognised temporary differences —  (0.4) 16.5
(405.0) (334.3) (523.7)
Tax reconciliation
Major items causing the Group's income tax expense to differ from the statutory rate were:
Tax on net profit before tax at the South African corporate tax rate of 27% (2022 and 2021: 28%) (455.3) (408.3) (549.9)
Rate adjustment to reflect the actual realised company tax rates applying the gold mining formula 47.6 36.4 3.7
Deferred tax rate adjustment (a) —  45.6
Depreciation of property, plant and equipment exempt from deferred tax on initial recognition (b) (16.3) (22.2) (21.2)
Non-deductible expenses (c) (7.0) (7.3) (6.2)
Exempt income and other non-taxable income (d) 21.8 19.0 22.8
(Derecognition of previously recognised)/Recognition of previously unrecognised
deductible temporary differences
(0.4) 16.5
(Derecognition of previously recognised)/Recognition of previously unrecognised tax losses of a capital nature —  (1.2)
Utilisation of tax losses for which deferred tax assets were previously unrecognised —  0.4  7.8 
Over provided in prior periods 2.0  —  — 
Current year losses for which no deferred tax asset was recognised 0.4  (1.4) (0.1)
Other (0.1) 3.6  3.3 
Tax incentives 1.9  0.3  0.8 
Income tax
Income tax (405.0) (334.3) (523.7)
(a) Deferred tax rate adjustment
Ergo’s forecast weighted average deferred tax rate remained unchanged at 22% (2022: decreased to 22% from 25%; 2021: remained unchanged at 25%).
FWGR’s forecast weighted average deferred tax rate remained unchanged at 29% (2022: decreased to 29% from 30%; 2021: remained unchanged at 30%).
(b) Depreciation of property, plant and equipment exempt from deferred tax on initial recognition
Depreciation of R54.9 million (2022: R72.1 million; 2021: R68.7 million) on the fair value of FWGR’s property, plant and equipment that was exempt from deferred tax on initial recognition in terms of IAS 12 Income Taxes.
(c) Non-deductible expenditure
The most significant non-deductible expenditure incurred by the Group during the year includes:
•R19.0 million discount recognised on payments made under protest (2022: R21.1 million; 2021: R7.4 million);
•R14.5 million expenditure not incurred in generation of taxable income or capital in nature (2022: R17.8 million; 2021: R17.0 million); and
•Rnil million net operating cost related to Ergo Business Development Academy Not for Profit Company that is not deductible as it is exempt from income tax (2022: R5.8 million; 2021: Rnil million).
(d) Exempt income and other non-taxable income
The most significant exempt income earned by the Group during the year includes:
◦R78.3 million dividends received (2022: R71.5 million; 2021: R76.1 million);
◦R5.7 million unwinding recognised on payments made under protest (2022: R5.8 million: 2021: R4.8 million); and
◦R2.5 million net operating income related to Ergo Business Development Academy Not for Profit Company that is not taxable as it is exempt from income tax (2022: Rnil million; 2021: R1.0 million)
F-29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
18    INCOME TAX continued


18.2 DEFERRED TAX

Amounts in R million 2023 2022
Included in the statement of financial position as follows:
Deferred tax assets 32.8 14.5
Deferred tax liabilities (560.7) (451.9)
Net deferred tax liabilities (527.9) (437.4)
Reconciliation of the deferred tax balance:
Balance at the beginning of the year (437.4) (371.3)
Recognised in profit or loss (118.7) (72.7)
Recognised in other comprehensive income 0.7 6.6 
Recognised in equity 27.5 — 
Balance at the end of the year (527.9) (437.4)
The detailed components of the net deferred tax liabilities which result from the differences between the amounts of assets and liabilities recognised for financial reporting and tax purposes are:
Amounts in R million 2023 2022
Deferred tax liabilities
Property, plant and equipment (excluding unredeemed capital allowances) (659.7) (537.6)
Environmental rehabilitation obligation and other funds (76.3) (63.3)
Other investments (0.6) (0.9)
Gross deferred tax liabilities (736.6) (601.8)
Deferred tax assets
Environmental rehabilitation obligation 113.9 105.6
Other provisions1
81.0 49.3
Other temporary differences2
9.0 4.6
Estimated tax losses 4.8 4.1
Estimated unredeemed capital allowances 0.8
Gross deferred tax assets 208.7 164.4
Net deferred tax liabilities (527.9) (437.4)
1 Includes the temporary differences on the equity settled share-based payment
2 Includes the temporary differences on the lease liability
Deferred tax assets have not been recognised in respect of the following:
Amounts in R million 2023 2022
Estimated tax losses 17.2 18.1
Estimated tax losses - Capital nature 313.6 313.6
Unredeemed capital expenditure 252.0 252.0
Deferred tax assets for tax losses, unredeemed capital expenditure and capital losses have not been recognised where future taxable profits against which these can be utilised are not anticipated. These do not have an expiry date. A maximum of R1 million or 80% of assessed losses (whichever is greater) is permitted to be set-off per year against taxable income from fiscal year 2023 onwards.
F-30

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
19 EMPLOYEE BENEFITS

Equity settled share-based payments (“new long-term incentive” or “ELTI”)
The grant date fair value of equity settled share-based payment arrangements is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at vesting date.

19.1 EQUITY SETTLED LONG-TERM INCENTIVE SCHEME (“ELTI scheme”)
Amounts in R million 2023 2022 2021
Share based payment expense - ELTI scheme 5.3 22.0 18.4 16.0
On December 2, 2019, the shareholders approved a new equity settled long-term incentive scheme to replace the cash settled long-term incentive scheme established in November 2015. Under the new LTI scheme, qualifying employees are awarded conditional shares on an annual basis, comprising performance shares (80% of the total conditional shares awarded) and retention shares (20% of the total conditional shares awarded). Conditional shares will vest 3 years after grant date and will be settled in the form of DRDGOLD shares at a zero-exercise price.
The key conditions of the grants made under the ELTI scheme are:
Retention shares:
100% of the retention shares will vest if the employee remains in the active employ of the Company at vesting date, is not under notice period and individual performance criteria are met.
Performance shares:
Total shareholder’s return (“TSR”) measured against a hurdle rate of 15% referencing DRDGOLD’s Weighted Average Cost of Capital (“WACC”):
• 50% of the performance shares are linked to this condition; and
• all of these performance shares will vest if DRDGOLD’s TSR exceeds the hurdle rate over the vesting period.
TSR measured against a peer group of 3 peers (Sibanye-Stillwater, Harmony Gold Mining Company Limited and Pan-African Resources Limited):
• 50% of the performance shares are linked to this condition; and
• The number of performance shares which vest is based on DRDGOLD’s actual TSR performance in relation to percentiles of peer group’s performance as follows:
Percentile of peers % of performance shares vesting
< 25th percentile %
25th to < 50th percentile 25  %
50th to < 75th percentile 75  %
≥ 75th percentile 100  %
Reconciliation of the number of conditional shares 2023 2022
Shares number Weighted average price R per share Shares number Weighted average price R per share
Opening balance 7,593,670 7,840,620
Granted
October 20, 2021 3,508,232
October 19, 2022 4,922,751
Vested (2,715,604) 11.44  (2,862,654) 14.02 
Forfeited (276,579) (892,528)
Closing balance 9,524,238 7,593,670
Vesting on 9,524,238 7,593,670
December 2, 2022 2,715,604
October 22, 2023 1,588,120 1,666,778
October 20, 2024 3,081,179 3,211,288
October 19, 2025 4,854,939

F-31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
19.1 EQUITY SETTLED LONG-TERM INCENTIVE SCHEME (“ELTI scheme”)
Fair value
The weighted average fair value of the performance and retention shares at grant date were determined using the Monte Carlo simulation pricing model applying the following key inputs:
Grant date October 19, 2022 October 20, 2021 October 22, 2020
Vesting date October 19, 2025 October 20, 2024 October 22, 2023
Weighted average fair value of 80% performance shares1
5.54 7.34 10.49
Weighted average fair value of 20% retention shares 8.60 12.32 18.67
Expected term (years) 3 3 3
Grant date share price of a DRDGOLD share 9.48 13.55 19.43
Expected dividend yield 3.24  % 3.15  % 1.33  %
Expected volatility2
58.00  % 60.20  % 63.07  %
Expected risk free rate 8.10  % 5.78  % 3.82  %
1 The performance conditions are included in the measurement of the grant date fair value as they are classified as market-based performance conditions
2 Expected volatility has been based on an evaluation of the historical volatility of DRDGOLD’s share price, commensurate with the expected term of the options

19.2 DIRECTORS' AND PRESCRIBED OFFICERS' EMOLUMENTS
    Interests in contracts
None of the directors, officers or major shareholders of DRDGOLD or, to the knowledge of DRDGOLD’s management, their families, had any interest, direct or indirect, in any transaction entered into during the year ended 30 June 2023 or the preceding financial years, or in any proposed transaction which has affected or will materially affect DRDGOLD or its subsidiaries other than disclosed in these financial statements. None of the directors or officers of DRDGOLD or any associate of such director or officer is currently or has been at any time during the past financial year materially indebted to DRDGOLD..
Key management personnel remuneration
Amounts in R million Note 2023 2022 2021
- Board fees paid 7.6 7.8 7.6
- Salaries paid 82.0 82.5 75.5
- Short term incentives relating to this cycle 83.8 84.1 73.8
- Market value of long-term incentives vested and transferred 19.1 31.1 40.1
- Long term incentives paid during the cycle 183.3
204.5 214.5 340.2

20    CAPITAL MANAGEMENT
The primary objective of the Group's capital management policy is to ensure that adequate capital is available to meet the requirements of the Group from time to time, including capital expenditure. The Group considers the appropriate capital management strategy for specific growth projects as and when required. Lease liabilities are not considered to be debt.
    Liquidity management
At June 30, 2023 the Group did not have any facilities. At June 30, 2022 the Group’s facilities included an undrawn Revolving Credit Facility (“RCF”) which was initially secured to finance the development of Phase 1 of FWGR as well as the general working capital requirements of the Group.
Pursuant to the Group having started to evaluate its funding structure for its expanded budgeted capital expenditure programme in future years, a decision was made to not renew the RCF in September 2022.
The initial and amended RCF permitted a consolidated debt ratio (net debt to adjusted EBITDA) of no more than 2:1 and a consolidated interest coverage ratio (net interest to adjusted EBITDA) of no less than 4:1 calculated on a twelve-month rolling basis, respectively. Management monitors the covenant ratio levels to ensure compliance with the covenants, as well as maintain sufficient facilities to ensure satisfactory liquidity for the Group. The covenant ratios were not breached as at or during the years ended June 30, 2022.

F-32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
21 EQUITY
ACCOUNTING POLICIES
Stated share capital
Ordinary shares and the cumulative preference shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effect.

Repurchase and reissue of share capital (treasury shares)
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from stated share capital.

Dividends
Dividends are recognised as a liability on the date on which they are declared which is the date when the shareholders’ right to the dividends vests.


21.1 STATED SHARE CAPITAL

All ordinary shares rank equally regarding the Company’s residual assets. Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are reissued.
Preference shareholders participate only to the extent of the face value of the shares. Holders of preference shares do not have the right to participate in any additional dividends declared for ordinary shareholders. These shares do not have voting rights.
Amounts in R million 2023 2022 2021
Authorised share capital
1,500,000,000 (2022 and 2021: 1,500,000,000) ordinary shares of no par value
5,000,000 (2022 and 2021: 5,000,000) cumulative preference shares of 10 cents each
0.5 0.5 0.5
Issued share capital
864,588,711 (2022 and 2021: 864,588,711) ordinary shares of no par value
6,208.4 6,208.4 6,208.4
3,896,663 (2022: 6,612,266; 2021: 9,474,920) treasury shares held within the Group (a)
(21.0) (35.6) (51.0)
5,000,000 (2022 and 2021: 5,000,000) cumulative preference shares of 10 cents each
0.5 0.5 0.5
6,187.9 6,173.3 6,157.9
RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
(a) Treasury shares
Shares in DRDGOLD Limited are held in treasury by Ergo Mining Operations Proprietary Limited ("EMO"). No shares were acquired in the market during the year ended June 30, 2023 or the year ended June 30, 2022 or the year ended June 30, 2021. During the year ended June 30, 2023 2,715,604 (June 30, 2022: 2,862,654; June 30, 2021: nil) shares were used to settle the equity settled share-based payment, at Rnil cashflow to the Group. R14.6 million (June 30, 2022: R15.4 million; June 30, 2021: Rnil), representing the average cost of the treasury shares used to settle the share-based payment, was transferred to retained earnings.


21.2    DIVIDENDS

Amounts in R million 2023 2022 2021
Dividends paid during the year net of treasury shares:
Final dividend declared relating to prior year: 40 SA cents per share (2022: 40 SA cents per share; 2021: 35 SA cents per share)
343.2 342.0 299.3
Interim dividend: 20 SA cents per share (2022: 20 SA cents per share; 2021: 40 SA cents per share)
172.1 171.6 342.0
Total 515.3 513.6 641.3
After 30 June 2023, a dividend of 65 SA cents per qualifying share amounting to R559.4 million was approved by the directors as a final dividend for the year ended 30 June 2023. The dividend has not been provided for and does not have any tax impact on the Group.
F-33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
22    INTEREST IN SUBSIDIARIES

ACCOUNTING POLICIES
Significant subsidiaries of the Group are those subsidiaries with the most significant contribution to the Group's profit or loss or assets.

Ergo Mining Proprietary Limited (“Ergo”) and Far West Gold Recoveries Proprietary Limited (“FWGR”) are the only significant subsidiaries of the Group. They are both wholly owned subsidiaries and are incorporated in South Africa, are primarily involved in the retreatment of surface gold and all their operations are based in South Africa.
A complete list of the Group's subsidiaries is included in the Company financial statements of DRDGOLD

23
OPERATING SEGMENTS
ACCOUNTING POLICIES
Operating segments are reported in a manner consistent with internal reports that the Group’s chief operating decision maker (“CODM”) reviews regularly in allocating resources and assessing performance of operating segments. The CODM has been identified as the Group’s Executive Committee. The Group has one material revenue stream, the sale of gold. To identify operating segments, management reviewed various factors, including operational structure and mining infrastructure. It was determined that an operating segment consists of a single or multiple metallurgical plants and reclamation sites that, together with its tailings storage facility, is capable of operating independently.
When assessing profitability, the CODM considers, inter alia, the revenue and cash operating costs of each segment. The net of these amounts is the segment operating profit or loss. Therefore, segment operating profit has been disclosed as the primary measure of profit or loss. The CODM also considers the additions to property, plant and equipment.
The Group has one material revenue stream, the sale of gold. The following summary describes the operations in the Group’s reportable operating segments:
Ergo is a surface gold retreatment operation which treats old slime dams and sand dumps to the south of Johannesburg’s central business district as well as the East and Central Rand goldfields. The operation comprises three plants. The Ergo plant continues to operate as a metallurgical plant. The Knights plant was reconfigured from an operating metallurgical plant to operate as a pump/milling station from April 1, 2023. The City Deep plant continues to operate as a pump/milling station feeding the metallurgical plant.
FWGR is a surface gold retreatment operation which treats old slime dams in the West Rand goldfields. The operation comprises the Driefontein 2 plant and relevant infrastructure to process tailings from the Driefontein 5 and 3 slimes dam and deposit residues on the Driefontein 4 Tailings Storage Facility.
Corporate office and other reconciling items (collectively referred to as "Other reconciling items") represent the items to reconcile to consolidated financial statements. This does not represent a separate segment as it does not generate mining revenue.

F-34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
23
OPERATING SEGMENTS continued

Ergo FWGR Other reconciling items Total
2023
Amounts in R million
Revenue (External) 4,108.6 1,387.7 5,496.3
Cash operating costs (3,183.2) (504.9) (3,688.1)
Movement in gold in process and finished inventories - Gold Bullion (1.8) 12.6  10.8
Segment operating profit 923.6 895.4 1,819.0
Additions to property, plant and equipment (816.0) (209.8) (5.1) (1,030.9)
Reconciliation of segment operating profit to profit after tax
Segment operating profit 923.6 895.4 1,819.0
Deprecation (120.6) (95.8) (1.1) (217.5)
Change in estimate of environmental rehabilitation recognised in profit or loss 6.2  —  0.9 7.1 
Ongoing rehabilitation expenditure (24.7) (1.7) (0.4) (26.8)
Care and maintenance (0.4) (0.4)
Other operating costs 3.9  —  —  3.9 
Other income 0.1 10.2 0.1 10.4
Administration expenses and other costs (8.3) (2.9) (161.7) (172.9)
Finance income 34.4 31.8 268.1 334.3
Finance expense (58.7) (9.7) (2.3) (70.7)
Current tax (51.1) (201.9) (33.3) (286.3)
Deferred tax (73.8) (47.9) 3.0 (118.7)
Profit after tax 631.0 577.5 72.9 1,281.4
Reconciliation of cost of sales to cash operating costs
Cost of sales (3,320.2) (589.8) (1.0) (3,911.0)
Deprecation 120.6 95.8 1.1 217.5
Change in estimate of environmental rehabilitation recognised in profit or loss (6.2) (0.9) (7.1)
Movement in gold in process and finished inventories - Gold Bullion 1.8  (12.6) (10.8)
Ongoing rehabilitation expenditure 24.7 1.7 0.4 26.8
Care and maintenance 0.4 0.4
Other operating costs (3.9) (3.9)
Cash operating costs (3,183.2) (504.9) (3,688.1)

F-35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
23
OPERATING SEGMENTS continued
Ergo FWGR Other reconciling items Total
2022
Amounts in R million
Revenue (External)
3,704.9 1,413.6 5,118.5
Cash operating costs (3,009.8) (454.0) (3,463.8)
Movement in gold in process and finished inventories - Gold Bullion 35.2  (4.8) 30.4 
Segment operating profit 730.3 954.8 1,685.1
Additions to property, plant and equipment (436.2) (162.2) —  (598.4)
Reconciliation of segment operating profit to profit after tax
Segment operating profit 730.3 954.8 1,685.1
Deprecation (134.5) (131.6) (1.5) (267.6)
Change in estimate of environmental rehabilitation recognised in profit or loss 2.3  —  (0.1) 2.2 
Ongoing rehabilitation expenditure (30.1) (1.5) (31.6)
Care and maintenance (5.9) (5.9)
Other operating costs (4.9) (0.2) (0.1) (5.2)
Other income 70.1 21.2 91.3
Administration expenses and other costs (7.7) (13.8) (139.7) (161.2)
Finance income 22.4 19.0 184.4 225.8
Finance expense (58.8) (10.8) (5.2) (74.8)
Current tax (12.9) (237.3) (11.4) (261.6)
Deferred tax (45.3) (29.6) 2.2 (72.7)
Profit after tax 530.9 570.2 22.7 1,123.8
Reconciliation of cost of sales to cash operating costs
Cost of sales (3,141.8) (592.1) (7.6) (3,741.5)
Deprecation 134.5 131.6 1.5 267.6
Change in estimate of environmental rehabilitation recognised in profit or loss (2.3) 0.1 (2.2)
Movement in gold in process and finished inventories - Gold Bullion (35.2) 4.8  (30.4)
Ongoing rehabilitation expenditure 30.1 1.5 31.6
Care and maintenance 5.9 5.9
Other operating costs 4.9  0.2 0.1 5.2 
Cash operating costs (3,009.8) (454.0) (3,463.8)

F-36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
23
OPERATING SEGMENTS continued

Ergo FWGR Other reconciling items Total
2021
Amounts in R million
Revenue (External) 3,943.0 1,326.0 5,269.0
Cash operating costs (2,666.5) (406.2) (3,072.7)
Movement in gold in process and finished inventories - Gold Bullion (31.9) 6.3 (25.6)
Segment operating profit 1,244.6 926.1 2,170.7
Additions to property, plant and equipment (250.9) (143.3) (1.5) (395.7)
Reconciliation of segment operating profit to profit after tax
Segment operating profit 1,244.6  926.1  —  2,170.7 
Deprecation (135.6) (115.6) (1.3) (252.5)
Change in estimate of environmental rehabilitation recognised in profit or loss 7.2  —  5.2 12.4 
Ongoing rehabilitation expenditure (46.6) (1.7) (48.3)
Care and maintenance (3.9) (3.9)
Other operating costs 2.4 —  2.4 
Other income 0.1 0.1
Administration expenses and other costs 15.0  1.8  (80.8) (64.0)
Finance income 21.0  17.2  178.0 216.2 
Finance expense (45.8) (9.8) (13.9) (69.5)
Current tax (196.1) (227.6) (423.7)
Deferred tax (66.6) (37.4) 4.0 (100.0)
Profit after tax 799.6 553.0 87.3 1,439.9
Reconciliation of cost of sales to cash operating costs
Cost of sales (2,871.0) (517.2) (3,388.2)
Deprecation 135.6 115.6  1.3 252.5
Change in estimate of environmental rehabilitation recognised in profit or loss (7.2) (5.2) (12.4)
Movement in gold in process and finished inventories - Gold Bullion 31.9  (6.3) 25.6 
Ongoing rehabilitation expenditure 46.6 1.7  48.3
Care and maintenance - - 3.9 3.9
Other operating costs (2.4) (2.4)
Cash operating costs (2,666.5) (406.2) (3,072.7)
F-37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
24    PAYMENTS MADE UNDER PROTEST

SIGNIFICANT ACCOUNTING JUDGEMENTS
Payments made under protest
The determination of whether the payments made under protest give rise to an asset or a contingent asset or neither, required the use of significant judgement. The definition of an asset in the conceptual framework was applied as well as the considerations in the outcome of the IFRS Interpretations Committee (“IFRIC”) agenda decision – Deposits relating to taxes other than income tax (IAS 37 Provisions, Contingent Liabilities and Contingent Assets) (“IFRIC Agenda Decision”) published in January 2019. The IFRIC Agenda Decision has a similar fact pattern to that of the payments made under protest. With the consideration of the facts and circumstances surrounding the payments made under protest in applying the definition of an asset and the IFRIC Agenda Decision management considered the following:
•payments were made under protest and without prejudice or admission of liability. Such payments were not made as a settlement of debt or recognition of expenditure;
•the Group therefore retains a right to recover the payments from the City of Ekurhuleni Metropolitan Municipality (“Municipality”) if the Group is successful in the Main Application (as defined below);
•if the Group is not successful in the Main Application, the payments will be used to settle the resultant liability to the Municipality; and
•these two possible outcomes (i.e. success in the Main Application or not) therefore, will lead to economic benefits to the Group.
Therefore, the right to recover the payments made under protest is not a contingent asset because it meets the definition and recognition criteria of an asset.
No specific guidance exists in developing an accounting policy for such asset. Therefore, management applied judgement in developing an accounting policy that would lead to information that is relevant to the users of these financial statements and information that can be relied upon.
Contingent liabilities
The assessment of whether an obligating event results in a liability or a contingent liability requires the exercise of significant judgement of the outcome of future events that are not wholly within the control of the Group.
Litigation and other judicial proceedings inherently entail complex legal issues that are subject to uncertainties and complexities and are subject to interpretation.
SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
The discounted amount of the payments made under protest is determined using assumptions about the future that are inherently uncertain and can change materially over time and includes the discount rate and discount period.
These assumptions about the future include estimating the timing of concluding on the Main Application, i.e. the discount period, the ultimate settlement terms, the discount rate applied and the assessment of recoverability.

ACCOUNTING POLICIES
Payments made under protest
Recognition and measurement
The payment made under protest asset that arises from the Municipality Electricity Tariff Dispute is initially measured at a discounted amount, and any difference between the face value of payments made under protest and the discounted amount on initial recognition is recognised in profit or loss as a finance expense. Subsequent to initial recognition, the payments made under protest is measured using the effective interest method to unwind the discounted amount to the original face value less any write downs for recovery. Unwinding of the carrying value and changes in the discount period are recognised in finance income.
Assessment of recoverability
The discounted amount of the payments under protest is assessed at each reporting date to determine whether there is any objective evidence that the full amount is no longer expected to be recovered. The Group considers the reasonable and supportable information related to the creditworthiness of the Municipality and events surrounding the outcome of the Main Application. Any write down is recognised in finance expense.
Contingent liabilities
A contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A contingent liability may also be a present obligation arising from past events but is not recognised on the basis that an outflow of economic resources to settle the obligation is not viewed as probable, or the amount of the obligation cannot be reliably measured. When the Group has a present obligation, an outflow of economic resources is assessed as probable and the Group can reliably measure the obligation, a provision is recognised.

F-38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
24    PAYMENTS MADE UNDER PROTEST continued

Amounts in R million Note 2023 2022
Balance at the beginning of the year 40.4 40.5
Payments made under protest 12.6 15.2
Discount on initial payment made under protest and change in estimate 7 (19.0) (21.1)
Unwinding 6 5.7 5.8
Balance at the end of the year 39.7 40.4
Ekurhuleni Metropolitan Municipality ("Municipality") Electricity Tariff Dispute
There are primarily 3 (three) legal proceedings for which relief has been sought in the appropriate legal fora and all of which fall within the jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg. These comprise of an application brought by Ergo and action proceedings brought under two summonses by the Municipality.
In order to operate the Ergo Plant and conduct its business operations, Ergo requires a reliable and steady feed of electricity which it draws from the Ergo Central Substation.
Over the past several years the Municipality has charged Ergo for such electricity, at the Megaflex tariff at which ESKOM Holdings SOC Limited (“ESKOM”) charges its large power users plus an additional surcharge, as it still does; and Ergo paid therefor.
Pursuant to its own investigations, and after having sought legal advice on the matter, Ergo determined that only ESKOM may legitimately charge it for the electricity so drawn and consumed at the Ergo Plant, specifically from the Ergo Central Substation. Despite this, ESKOM refused to either accept payment from Ergo in respect of such electricity consumption or to conclude a consumer agreement with it.
In December 2014, Ergo instituted legal proceedings by way of an application (“Main Application”) against the Municipality and ESKOM as well as the National Energy Regulator of South Africa (“NERSA”), the Minister of Energy, the Minister of Co-operative Governance & Traditional Affairs and the South African Local Government Association, the latter 4 (four) respondents against whom Ergo does not seek any relief.
Ergo seeks the undermentioned relief:
•declaring that the Municipality does not supply electricity to it at the Ergo Plant;
•declaring that the Municipality is in breach of its temporary Distribution License (issued by NERSA) by purporting to supply electricity to Ergo at the Ergo Plant;
•declaring that neither the Municipality nor ESKOM may lawfully insist that only the Municipality may supply electricity to Ergo at the Ergo Plant;
•declaring that ESKOM presently supplies electricity to Ergo at the Ergo Plant; and
•directing ESKOM to conclude a consumer agreement with Ergo for the supply of electricity at the Ergo Plant at its Megaflex tariff.

The Municipality has since issued two summonses (“Summonses”) for the recovery of arrears it alleges it is owed amounting to R74.0 million and R31.6 million, respectively.
In the interest of the proper administration of justice, the Main Application was postponed by agreement between the parties and a case manager was appointed to determine a collaborative process to facilitate the effective and efficient court scheduling and coordination of both the Main Application and the Summonses.
In order to secure uninterrupted supply of electricity, Ergo has made payment and continues to pay for consumption at the amended and lower “J-Tariff”, albeit under protest and without prejudice and/or admission of liability. Whilst still deemed to be disproportionate, the J-Tarif is significantly lower than the previously imposed “D-Tariff”. The Group recognised an asset for these payments that are made “under protest”.
Ergo has also brought an application for the consolidation of both the Main Application and the action proceedings brought under the Summonses, which is still ongoing.
The Group supported by the external legal team is confident that there is a high probability that Ergo will be successful in the Main Application and defending the Summonses. Therefore, there is no present obligation as a result of a past event to pay the amounts claimed by the Municipality (refer note 26.3).
The Group has been advised the application brought by the South African Local Government Association ("SALGA") to challenge Eskom's ability to supply customers with electricity must be heard, adjudicated and finalized prior to that of the Main Application. The SALGA matter appears to have stalled, due to the interlocutory, joinder applications in the SALGA application. As the SALGA application is pivotal, it is anticipated that any decision handed down will be appealed, finally ending up in the Constitutional Court.

The balance at the end of the year was based on the following assumptions:
•discount rate: 15.30% (2022: 11.80%) representing the Municipality maximum cost of borrowing on bank loans as disclosed in their June 30, 2022 annual report and an additional risk premium on uncertainties in timing of the SALGA case; and
•discount period: June 30, 2028 (2022: June 30, 2027) representing management’s best estimate of the date of conclusion of the Main Application and is supported by external legal counsel. The discount period has increased due to delays in the current year.


F-39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
25    OTHER INVESTMENTS
ACCOUNTING JUDGEMENTS
The Group has one (1) director representative on the Rand Refinery board. Therefore, judgement had to be applied to ascertain whether significant influence exists, and if the investment should be accounted for as an associate under IAS 28 Investments in Associates and Joint Ventures. The director representation is not considered significant influence, as it does not constitute meaningful representation. It represents 11.11% of the entire board and is proportional to the 11% shareholding that the Group has.
SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
The fair value of the listed equity instrument is determined based on quoted prices on an active market. Equity instruments which are not listed on an active market are measured using other applicable valuation techniques depending on the extent to which the technique maximises the use of relevant observable inputs and minimises the use of unobservable inputs. Where discounted cash flows are used, the estimated cash flows are based on management’s best estimate based on readily available information at measurement date. The discounted cash flows contain assumptions about the future that are inherently uncertain and can change materially over time.

ACCOUNTING POLICIES
On initial recognition of an equity investment that is not held for trading, the Group may make an irrevocable election to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis.
These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at fair value and changes therein are recognised in other comprehensive income (“OCI”), and are never reclassified to profit or loss, with dividends recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
The Group’s listed and unlisted investments in equity securities are classified as equity instruments at fair value through OCI.

Amounts in R million
Shares held 1
% held 1
2023 2022
Listed investments (Fair value hierarchy Level 1):
West Wits Mining Limited ("WWM") 47,812,500 2.1  % 7.2  10.7 
Total listed investments 7.2  10.7 
Unlisted investments (Fair value hierarchy Level 3):
Rand Refinery Proprietary Limited ("Rand Refinery") 44,438 11.3  % 156.3  136.1 
Rand Mutual Assurance Company Limited B Share Business Fund ("RMA") 2
 12,659 1.3  % 4.9  4.4 
Guardrisk Insurance Company Limited (Cell Captive A170) 3
 20 100  % 0.1  0.1 
Chamber of Mines Building Company Proprietary Limited 42,292 4.5  % 0.1  0.1 
Total unlisted investments 161.4  140.7 
Balance at the end of the year 168.6  151.4 
Fair value adjustment on equity instruments at fair value through OCI 17.2  (15.7)
WWM (3.5) (32.8)
Rand Refinery 20.2  16.8 
RMA 0.5  0.3 
Dividends received on equity instruments at fair value through OCI (78.3) (71.5)
Rand Refinery (77.4) (70.1)
RMA (0.9) (1.4)
1The number and percentage of shares held remained unchanged from the prior year with the exception of WWM that issued new shares thereby diluting DRDGOLD's effective shareholding from 2.4% to 2.1%
2The "B Share Business Fund" shares relate to all the businesses of the RMA Group that do not relate to the Compensation for Occupational Injuries and Diseases Act
3The shares held entitle the holder to 100% of the residual net equity of Cell Captive A 170
MARKET RISK
Other market price risk
Equity price risk arises from changes in quoted market prices of listed investments as well as changes in the fair value of unlisted investments due to changes in the underlying net asset values
FAIR VALUE OF FINANCIAL INSTRUMENTS
Listed investments
The fair values of listed investments are determined by reference to published price quotations from recognised securities exchanges and constitute level 1 instruments in the fair value hierarchy.
Unlisted investments
The fair values of unlisted investments are determined through valuation techniques that include inputs that are not based on observable market data and constitute level 3 instruments in the fair value hierarchy.

F-40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
25    OTHER INVESTMENTS continued
25.1    RAND REFINERY

Amounts in R million 2023 2022
Balance at the beginning of the year 136.1  119.3 
Fair value adjustment on equity investments at fair value through other comprehensive income 20.2  16.8 
Balance at the end of the year 156.3  136.1 
In accordance with IFRS 13 Fair Value Measurement, the income approach has been established to be the most appropriate basis to estimate the fair value of the investment in Rand Refinery. This method relies on the future budgeted cash flows as estimated by Rand Refinery. Management used a model developed by an external expert to perform the valuation.
Rand Refinery’s refining operations (excluding Prestige Bullion) were valued using the Free Cash Flow model, whereby an enterprise value using a Gordon Growth formula for the terminal value was estimated. The forecasted dividend income to be received from Prestige Bullion was valued using a finite-life dividend discount model as Rand Refinery’s shareholding will be reduced to nil in 2032 per agreement with the South African Mint (partner in Prestige Bullion). These valuations revealed that the fair value of the investment in Rand Refinery consist mainly of Rand Refinery’s cash on hand and the forecasted dividend income to be received from Prestige Bullion.
The fair value of Rand Refinery increased as a result of an increase in cash on hand. The enterprise value of the refining operations of Rand Refinery decreased because of an increase in budgeted operating costs. The value of the forecasted dividends for Prestige Bullion decreased as a result of a decrease in the discount period due to the model being finite.
The fair value measurement uses significant unobservable inputs and relates to a fair value hierachy level 3 financial instrument. Marketability and minority discounts (both unobservable inputs) of 15.3% and 17.0% (2022: 16.5% and 17.0%), respectively, were applied. The latest budgeted cash flow forecasts provided by Rand Refinery as at 30 June 2023 was used, and therefore classified as an unobservable input into the models. Other key observable/unobservable inputs into the model include:
Amounts in R million Observable/unobservable input Unit 2023 2022
Rand Refinery operations
Forecast average gold price Observable input R/kg 1,060,562 880,207
Forecast average silver price Observable input R/kg 13,460 11,209
Average South African CPI Observable input % 4.5  4.4 
South African long-term government bond rate Observable input % 10.51  10.26 
Terminal growth rate Unobservable input % 4.5  4.4 
Weighted average cost of capital Unobservable input % 17.0  15.9 
Investment in Prestige Bullion
Discount period Unobservable input years 10 11
Cost of equity Unobservable input % 17.0  14.2 

Sensitivity analysis
The fair value measurement is most sensitive to the Rand denominated gold price and operating costs. The higher the gold price, the higher the fair value of the Rand Refinery investment. The higher the operating costs, the lower the fair value of Rand Refinery. The fair value measurement is also sensitive to the discount rate and minority and marketability discounts applied. The below table indicates the extent of sensitivity of the Rand Refinery equity value to the inputs:
Input Change in OCI, net of tax
Amounts in R million % Increase % Decrease % Increase % Decrease
Rand Refinery operations
Rand US Dollar exchange rate Observable inputs 1 (1) 2.4 (2.4)
Commodity prices (gold and silver) Observable inputs 1 (1) 1.6 (1.6)
Operating costs Unobservable inputs 1 (1) (3.4) 3.4
Weighted average cost of capital Unobservable inputs 1 (1) (2.2) 2.2
Minority discount Unobservable inputs 1 (1) (1.2) 1.2
Marketability discount Unobservable inputs 1 (1) (1.2) 1.2
Investment in Prestige Bullion
Cost of equity Unobservable inputs 1 (1) (0.6) 0.6
Prestige Bullion dividend forecast Unobservable inputs 1 (1) 0.2 (0.2)

F-41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
26
CONTINGENCIES
SIGNIFICANT ACCOUNTING JUDGEMENTS
The assessment of whether an obligating event results in a liability or a contingent liability requires the exercise of significant judgement of the outcome of future events that are not wholly within the control of the Group.
Litigation and other judicial proceedings inherently entail complex legal issues that are subject to uncertainties and complexities and are subject to interpretation.
ACCOUNTING POLICIES
Contingent liabilities
A contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A contingent liability may also be a present obligation arising from past events but is not recognised on the basis that an outflow of economic resources to settle the obligation is not viewed as probable, or the amount of the obligation cannot be reliably measured. When the Group has a present obligation, an outflow of economic resources is assessed as probable and the Group can reliably measure the obligation, a provision is recognised.
Contingent assets
Contingent assets are possible assets whose existence will be confirmed by the occurrence or non-occurrence of uncertain future events that are not wholly within the control of the entity. Contingent assets are not recognised, but they are disclosed when it is more likely than not that an inflow of benefits will occur. However, when the inflow of benefits is virtually certain an asset is recognised in the statement of financial position, because that asset is no longer considered to be contingent.
26.1    CONTINGENT LIABILITY FOR OCCUPATIONAL LUNG DISEASES
On May 3, 2018, former mineworkers and dependents of deceased mineworkers (“Applicants”) and Anglo American South Africa Limited, AngloGold Ashanti Limited, Sibanye Gold Limited, Harmony Gold Mining Company Limited, Gold Fields Limited, African Rainbow Minerals Limited and certain of their affiliates (“Settling Companies”) settled the class certification application in which the Applicants in each sought to certify class actions against gold mining houses cited therein on behalf of mineworkers who had worked for any of the particular respondents and who suffer from any occupational lung disease, including silicosis or tuberculosis. The fund managing the compensation for the Applicants has started disbursing funds to the claim beneficiaries.
The DRDGOLD Respondents, DRDGOLD Limited and East Rand Proprietary Mines Limited, are not a party to the settlement between the Applicants and Settling Companies and the settlement agreement is not binding on the DRDGOLD Respondents. The dispute, insofar as the class certification application and appeal thereof is concerned, still stands and has not terminated in light of the settlement agreement.
In terms of the class action, the DRDGOLD Respondents have lodged an appeal against certain aspects of the class action including, inter alia, the extension of the remedy entertained in the class action, and the inclusion of tuberculosis as a basis for liability("Appeal"). The Appeal record was finalised and the allocation of a date for the hearing of the Appeal was scheduled for November 11, 2022. The hearing of the Appeal was held in the Supreme Court of Appeal and judgment was handed-down for the matter to be struck off the roll.
DRDGOLD maintains the view that it is too early to consider settlement of the matter, mainly for the following reasons:
• the Applicants have as yet not issued and served a summons (claim) in the matter;
• there is no indication of the number of potential claimants that may join the class action against the DRDGOLD Respondents;
• many principles upon which legal responsibility is founded, are required to be substantially developed by the trial court (and possibly subsequent courts of appeal) to establish liability on the bases alleged by the Applicants.
In light of the above there is inadequate information to determine if a sufficient legal and factual basis exists to establish liability, and to quantify such potential liability.

F-42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
26    CONTINGENCIES continued
26.2    CONTINGENT LIABILITY FOR ENVIRONMENTAL REHABILITATION
Mine residue deposits may have a potential pollution impact on ground water through seepage. The Group has taken certain preventative actions as well as remedial actions in an attempt to minimise the Group’s exposure and environmental impact.
The flooding of the western and central basins has the potential to cause pollution due to Acid Mine Drainage (“AMD”) contaminating the ground water. The government has appointed Trans-Caledon Tunnel Authority (“TCTA”) to construct a pump station and partial treatment plant to treat and discharge the water and maintain the AMD below the Environmental Critical Level ("ECL") to prevent ground water contamination. TCTA completed the construction of the neutralisation plant for the Central Basin and commenced treatment during July 2014. As part of the heads of agreement signed in December 2012 between EMO, Ergo, ERPM and TCTA, sludge emanating from this plant since August 2014 has been co-disposed onto the Brakpan/Withok Tailings Storage facility. Partially treated water has been discharged by TCTA into the Elsburg Spruit.
This agreement includes the granting of access to the underground water basin through one of ERPM’s shafts and the rental of a site onto which it constructed its neutralisation plant. In exchange, Ergo and its associate companies including ERPM have a set off against any future directives to make any contribution toward costs or capital of up to R250 million. Through this agreement, Ergo also secured the right to purchase up to 30ML of partially treated AMD from TCTA at cost, to reduce Ergo’s reliance on potable water for mining and processing purpose
While the heads of agreement should not be seen as an unqualified endorsement of the state’s AMD solution, and do not affect our right to either challenge future directives or to implement our own initiatives should it become necessary, it is an encouraging development.
In view of the limitation of current information for the accurate estimation of a potential liability, no reliable estimate can be made for the possible obligation.
During the current year, a report was produced regarding the extent of ground water seepage from the Brakpan/Withok tailings storage facility by an expert. The report suggests that scavenger boreholes be constructed around the dam to deal with the seepage. The majority of the scavenger boreholes have been constructed and are currently operational and the results are being monitored. Management is currently investigating a sustainable solution to deal with the seepage post the closure of the mine and therefore no reliable estimate can be made for the post closure liability.
26.3    CONTINGENCIES REGARDING EKURHULENI METROPOLITAN MUNICIPALITY ELECTRICITY TARIFF DISPUTE
Refer note 24 PAYMENTS MADE UNDER PROTEST for a full description of the matter.
Contingent liabilities
The Municipality has issued two summonses for the recovery of arrears it alleges it is owed amounting to R74.0 million and R31.6 million, respectively. The Group supported by the external legal team is confident that there is a high probability that Ergo will be successful in defending the Summonses. Therefore, there is no present obligation as a result of a past event to pay the amounts claimed by the Municipality.
Contingent assets
Ergo instituted a counterclaim against the Municipality for the recovery of the surcharges which were erroneously paid to the Municipality in the bona fide belief that they were due and payable prior to the Main Application of approximately R43 million (these surcharges were expensed for accounting purposes).
27    FINANCIAL INSTRUMENTS
    CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in business model.
A financial asset shall be measured at amortised cost if both the following conditions are met:
•the financial asset is held in a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
•the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
An investment is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated as at fair value through profit or loss:
•it is held with a business model whose objective achieved by both collecting contractual cash flows and selling financial assets; and
•its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

F-43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
27    FINANCIAL INSTRUMENTS continued    
FINANCIAL RISK MANAGEMENT FRAMEWORK
Overview
The Group has exposure to credit risk, liquidity risks, as well as other market risks from its use of financial instruments. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives and policies and processes for measuring and managing risk. The Group’s management of capital is disclosed in note 20. This note must be read with the quantitative disclosures included throughout these consolidated financial statements.
The board of directors (“Board”) has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Risk Committee (“RC”) which is responsible for developing and monitoring the Group’s risk management policies. The committee reports regularly to the Board on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes to market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The RC oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The RC is assisted in its oversight role by the internal audit function. The internal audit function undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the RC.
CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade and other receivables.
The Group’s financial instruments do not represent a concentration of credit risk due to the exposure to credit risk being managed as disclosed in the following notes:
    NOTE 12    INVESTMENTS IN REHABILITATION AND OTHER FUNDS
    NOTE 13    CASH AND CASH EQUIVALENTS
    NOTE 15    TRADE AND OTHER RECEIVABLES
MARKET RISK
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the consolidated profit or loss or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns.
Commodity price risk
Additional disclosures are included in the following note:
    NOTE 4    REVENUE
Other market risk
Additional disclosures are included in the following note:
    NOTE 25    OTHER INVESTMENTS
Interest rate risk
Fluctuations in interest rates impact on the value of short-term cash investments and financing activities, giving rise to interest rate risk. In the ordinary course of business, the Group receives cash from its operations and is obliged 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 minimising risks. 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. Conversely, higher interest rates result in higher interest payments on loans and overdrafts.
Additional disclosures are included in the following notes:
    NOTE 12    INVESTMENTS IN REHABILITATION AND OTHER FUNDS
    NOTE 13    CASH AND CASH EQUIVALENTS
Foreign currency risk
The Group enters into transactions denominated in foreign currencies, such as gold sales denominated in US dollar, in the ordinary course of business The Group holds cash denominated in a foreign currency. This exposes the Group to fluctuations in foreign currency exchange rates.
Additional disclosures are included in the following notes:
    NOTE 4        REVENUE
NOTE 13    CASH AND CASH EQUIVALENTS
NOTE 15    TRADE AND OTHER RECEIVABLES
    

F-44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended June 30, 2023
27    FINANCIAL INSTRUMENTS continued
LIQUIDITY RISK
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
    Additional disclosures are included in the following note:
        NOTE 10.2    LEASE LIABILITIES
        NOTE 16    TRADE AND OTHER PAYABLES
        NOTE 20    CAPITAL MANAGEMENT
    
28    RELATED PARTIES
Disclosures are included in the following notes:
NOTE 5.1    COST OF SALES
NOTE 5.3    ADMINISTRATION EXPENSES AND OTHER COSTS    
NOTE 16    TRADE AND OTHER PAYABLES        
NOTE 19.3    TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
NOTE 21    EQUITY    
NOTE 22    INTEREST IN SUBSIDIARIESS
29    SUBSEQUENT EVENTS
There were no significant subsequent events between the year-end reporting date of 30 June 2023 and the date of issue of these financial statements other than described below and included in the preceding notes to the consolidated financial statements.
    Declaration of dividend
On 23 August 2023, the Board declared a final dividend for the year ended 30 June 2023 of 65 SA cents per qualifying share amounting to R559.4 million, which was paid on 18 September 2023.
Conditional shares granted
On 25 October 2023, 2,955,805 conditional shares were granted to qualifying employees under the current equity settled long-term incentive scheme. These are expected to vest on 25 October 2026. The number of conditional shares granted includes those granted to directors and prescribed officers as follows:
Number of conditional shares
Executive directors
D J Pretorius 436,959
A J Davel 232,624
Prescribed officers
W J Schoeman 232,624
K Mbanyele 29,585
F-45



ITEM 19. EXHIBITS
    The following exhibits are filed as a part of this Annual Report:
1.1
2.1
2.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
8.1
12.1
12.2
13.1
13.2
96.1
96.2
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

† Confidential portions of this exhibit have been omitted.
95



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 annual report on its behalf.


DRDGOLD LIMITED



By:
/s/ D.J. Pretorius
D.J. Pretorius
Chief Executive Officer

By:




/s/ A.J. Davel    
A.J. Davel
Chief Financial Officer


Date: October 30, 2023

98
EX-2.3 2 exhibit23.htm EX-2.3 Document
Exhibit 2.3
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of June 30, 2023, DRDGOLD Limited (the Company, DRDGOLD, we, us, and our) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the Exchange Act):
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
American Depositary Shares, each representing ten ordinary shares DRD New York Stock Exchange
Ordinary shares New York Stock Exchange*

*     Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Capitalised terms used but not defined herein have the meanings given to them in DRDGOLD’s annual report on Form 20-F for the fiscal year ended June 30, 2023.
Ordinary shares
Item 9.A.3 Pre-emptive rights
Issue of additional shares
In accordance with the provisions of the JSE Listings Requirements and the DRDGOLD MOI, the Board shall not have the power to issue authorised shares other than:
•the issue of capitalisation shares or the offer of a cash payment in lieu of awarding capitalisation shares; and
•issues which do not require the approval of shareholders in terms of the Companies Act or the JSE Listings Requirements.
In accordance with the provisions of the Companies Act:
•an issue of shares must be approved by a special resolution of the shareholders of a company if the shares are issued to (i) a director, future director, prescribed officer or future prescribed officer of the company; (ii) any other person related or inter-related to the company or a director or prescribed officer of the company; or (iii) a nominee of a person contemplated in (i) or (ii); and
•an issue of shares in a transaction, or series of integrated transactions, requires approval of the shareholders by special resolution if the voting power of the shares that are issued as a result of the transaction will be equal to or exceed 30 per cent. of the voting power of all the shares held by shareholders immediately before the transaction or series of transactions.
Issues for Cash
In accordance with the provisions of the JSE Listings Requirements and the DRDGOLD MOI, shareholders may either convey a:
•special authority to issue shares for cash on terms that are specifically approved by shareholders in a shareholders meeting in respect of a particular issue (Specific Issue for Cash); or
1

Exhibit 2.3
•general authority to issue shares for cash on terms generally approved by shareholders in a shareholders meeting by granting the Board the authority to issue a specified number of securities for cash, which authority will be valid until the next annual general meeting or for 15 months from the date on which the resolution was passed, whichever period is shorter (General Issue for Cash).
In terms of the JSE Listings Requirements, a company may only undertake:
•a Specific Issue for Cash or a General Issue for Cash on the basis that a 75 per cent. majority of votes cast by shareholders at a shareholders meeting must approve the granting of such authority to the directors;
•a General Issue for Cash is subject to satisfactory compliance with certain requirements, including:
◦the shares that are the subject of a General Issue for Cash may not exceed 5 per cent. of the company’s listed shares; and
◦the maximum discount at which shares may be issued is 10 per cent. of the weighted average traded price of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for the shares.
Pre-emptive rights
The Companies Act, the JSE Listings Requirements and the DRDGOLD MOI require that any new issue of shares by DRDGOLD must first be offered to existing shareholders in proportion to their shareholding in the Company, unless, among other things:
•the necessary shareholder approvals have been obtained;
•a capitalisation issue, an issue for an acquisition of assets (including another company) or an amalgamation or merger is to be undertaken; or
•the shares are to be issued in terms of option or conversion rights.
Repurchase of Shares
DRDGOLD or any subsidiary of DRDGOLD may, if authorised by special resolution by way of a general approval, acquire ordinary shares in the capital of DRDGOLD in accordance with the Companies Act and the JSE Listings Requirements, provided among other things that:
•the number of its own ordinary shares acquired by DRDGOLD in any one financial year shall not exceed 10 per cent. of the ordinary shares in issue at the date on which this resolution is passed;
•this authority shall lapse on the earlier of the date of the next annual general meeting or the date 15 months after the date on which the special resolution is passed;
•the Board has resolved to authorise the acquisition and that the Group will satisfy the solvency and liquidity test immediately after the acquisition and that since the test was done there have been no material changes to the financial position of the Group;
•the price paid per ordinary share may not be greater than 10 per cent. above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which an acquisition is made; and
•the number of shares acquired by subsidiaries of DRDGOLD shall not exceed 10 per cent. in the aggregate of the number of issued shares in DRDGOLD.
2

Exhibit 2.3
Item 9.A.5 Type and class of securities
DRDGOLD’s ordinary shares are listed on securities exchange operated by the JSE Limited (JSE). As of June 30, 2023, the total number of issued ordinary shares was 864,588,711. DRDGOLD’s ordinary shares are issued in registered (dematerialised) form. In addition, some of DRDGOLD’s shareholders hold a limited number of the shares in certificated form.
The transfer of any DRDGOLD certificated shares must be implemented in accordance with the provisions of the Companies Act, using the then common form of transfer. Dematerialised shares, which have been traded on the JSE, are transferred on the STRATE system and delivered five business days after each trade. The transferor of any share is deemed to remain the holder of that share until the name of the transferee is entered in DRDGOLD’s register for that share. Since DRDGOLD shares are traded through STRATE, only shares that have been dematerialised may be traded on the JSE. Accordingly, DRDGOLD shareholders who hold shares in certificated form must dematerialise their shares in order to trade on the JSE.
Item 9.A.6 Limitations or qualifications
Not applicable.
Item 9.A.7 Other rights
Not applicable.
Item 10.B.3 Shareholder rights
Dividends and payments to shareholders
DRDGOLD may make distributions (including the payment of dividends) from time to time in accordance with provisions of the Companies Act, the JSE Listings Requirements and the DRDGOLD MOI. In terms of the Companies Act, a company may only make a distribution (including the payment of any dividend) if:
•it reasonably appears that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution; and
•the board of the company, by resolution, has acknowledged that it has applied the solvency and liquidity test and reasonably concluded that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution.
In terms of the Companies Act, a company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time:
•the assets of the company, as fairly valued, equal or exceed the liabilities of the company, as fairly valued; and
•it appears that the company will be able to pay its debts as they become due in the ordinary course of business for a period of:
◦12 months after the date on which the test is considered; or
◦in the case of a distribution (including the payment of dividends), 12 months following that distribution.
Subject to the above requirements, the directors of DRDGOLD may from time to time declare a dividend or any other distribution to shareholders in proportion to the number of shares held by them.
The Company must hold all monies due to the shareholders in trust indefinitely, subject to the laws of prescription. The Company shall be entitled at any time to delegate its obligations in respect of unclaimed dividends, or other unclaimed distributions, to any one of the Company’s bankers.
3

Exhibit 2.3
Voting Rights
Every shareholder of DRDGOLD, or representative of a shareholder, who is present at a shareholders meeting has one vote on a show of hands, irrespective of the number of shares he or she holds or represents, provided that a representative of a shareholder shall, irrespective of the number of shareholders he or she represents, have only one vote. Every DRDGOLD shareholder is, on a poll, entitled to one vote per ordinary share held. Neither the Companies Act nor the DRDGOLD MOI provide for cumulative voting.
A shareholder entitled to attend and vote at a shareholders meeting shall be entitled to appoint a proxy to attend, participate in, speak and vote at such shareholders meeting in the place of such shareholder. The proxy need not be a shareholder. However, the proxy may delegate the authority granted to him or her as a proxy as set out in the Companies Act.
Rights to share in the company’s profits
See “Dividends and payments to shareholders”.
Rights to share in any surplus in the event of liquidation
In the event of a voluntary or compulsory liquidation, dissolution or winding-up, the assets remaining after payment of all the debts and liabilities of DRDGOLD, including the costs of liquidation, shall be dealt with by a liquidator who may, among other things, divide among the shareholders any part of the assets of DRDGOLD, and may vest any part of the assets of DRDGOLD as the liquidator deems fit in trust for the benefit of shareholders. The division of assets is not required to be done in accordance with the legal rights of shareholders of DRDGOLD. In particular, any class may be given preferential or special rights or may be partly or fully excluded.
Redemption provisions
Not applicable.
Sinking fund provisions
Not applicable.
Liability to further capital calls by the Company
Not applicable.
Any provision discriminating against any existing or prospective holder of the ordinary shares as a result of such shareholder owning a substantial number of shares
Not applicable.
Item 10.B.4. Changes to shareholder rights
Amendments to DRDGOLD’s MOI
The DRDGOLD shareholders may, by the passing of a special resolution in accordance with the provisions of the Companies Act and the DRDGOLD MOI, or in compliance with a court order, and subject to the approval of the JSE, amend the DRDGOLD MOI, including:
•the creation of any class of shares;
•the variation of any preferences, rights, limitations and other terms attaching to any class of shares;
•the conversion of one class of shares into one or more other classes;
•an increase in DRDGOLD’s authorised share capital;
•a consolidation of DRDGOLD’s equity securities;
•a sub-division of DRDGOLD’s equity securities; and/or
4

Exhibit 2.3
•the change of DRDGOLD’s name.
Variation of Rights
All or any of the rights, privileges or conditions attached to DRDGOLD’s ordinary shares may be varied by a special resolution of DRDGOLD passed in accordance with the provisions of the Companies Act and the DRDGOLD MOI.
Item 10.B.6 Limitations
There are no limitations imposed by South African law or by the DRDGOLD MOI on the rights of non-South African shareholders to hold or vote DRDGOLD’s ordinary shares.
Item 10.B.7 Change in control
The DRDGOLD MOI does not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of the company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the company (or any of its subsidiaries).
Item 10.B.8 Disclosure of shareholdings
The Companies Act requires a registered holder of DRDGOLD shares who is not the beneficial owner of such shares to disclose to DRDGOLD, within five business days of the end of every month during which a change has occurred in the beneficial ownership, the identity of the beneficial owner and the number and class of securities held on behalf of the beneficial owner. Moreover, DRDGOLD may, by notice in writing, require a person who is a registered shareholder, or whom DRDGOLD knows or has reasonable cause to believe has a beneficial interest in DRDGOLD ordinary shares, to confirm or deny whether or not such person holds the ordinary shares or beneficial interest and, if the ordinary shares are held for another person, to disclose to DRDGOLD the identity of the person on whose behalf the ordinary shares are held. DRDGOLD may also require the person to give particulars of the extent of the beneficial interest held during the three years preceding the date of the notice. DRDGOLD is obliged to establish and maintain a register of the disclosures described above in accordance with the Companies Act and to publish in its annual financial statements a list of the persons who hold a beneficial interest equal to or in excess of 5 per cent. of the total number of ordinary shares issued by DRDGOLD, together with the extent of those beneficial interests.
Item 10.B.9 Differences in the law
With respect to Items 10.B.2-10.B.8, there are no significant differences between the South African law and U.S. federal law.
American Depositary Shares (12.D.1 and 12.D.2)
Deposit Agreement
DRDGOLD has an American Depositary Receipt facility. In connection with this facility, DRDGOLD is party to a Deposit Agreement, dated as of August 12, 1996, as amended and restated as of July 23, 2007, among DRDGOLD, The Bank of New York (The Bank of New York Mellon, or BNYM), as Depositary, and all owners and holders from time to time of American Depositary Receipts issued thereunder.
This summary is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of ADRs attached thereto. Terms used in this section and not otherwise defined will have the meanings set forth in the Deposit Agreement. Copies of the Deposit Agreement are available for inspection at the Corporate Trust Office of the Depositary, located at 240 Greenwich Street, New York, New York 10286. The Depositary’s principal executive office is also located at 240 Greenwich Street, New York, New York 10286.
5

Exhibit 2.3
American Depositary Shares
An ADR is a receipt evidencing a specific number of American Depositary Shares (ADSs). Each DRDGOLD ADS represents ownership interests in ten DRDGOLD ordinary shares and the rights attributable to ten DRDGOLD ordinary shares that DRDGOLD will deposit with one of the custodians, which currently are ABSA Bank Ltd., Standard Bank of South Africa, French Bank of South Africa, First National Bank of South Africa and Nedcor Bank Limited. Each DRDGOLD ADS also represents securities, cash or other property deposited with BNYM but not distributed to holders of DRDGOLD ADSs.
As BNYM will actually be the holder of the underlying ordinary shares, DRDGOLD will not treat you as one of its shareholders. As a holder of ADSs, you will have ADS holder rights. A Deposit Agreement among DRDGOLD, BNYM and you, as a DRDGOLD ADS holder, sets out the ADR holders’ rights and obligations of BNYM, as depositary. New York state law governs the Deposit Agreement and the ADRs evidencing the DRDGOLD ADSs.
You may hold ADRs either directly or indirectly through your broker or financial institution. If you hold ADRs directly, you are an ADR holder. This description assumes you hold your ADRs directly. If you hold the ADRs indirectly, you must rely on the procedures of your broker or financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Share Dividends and Other Distributions
How will you receive dividends and other distributions on the ordinary shares?
BNYM will pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your DRDGOLD ADSs represent.
Cash
BNYM will convert any cash dividend or distribution DRDGOLD pays on the ordinary shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars. If that is not possible on a reasonable basis, or if any approval from any government is needed and cannot be obtained, the Deposit Agreement allows BNYM to distribute the foreign currency only to those ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before making a distribution, BNYM will deduct any withholding taxes that must be paid under applicable laws. It will distribute only whole U.S. dollars and U.S. cents and will round any fractional amounts to the nearest whole cent. If the exchange rates fluctuate during a time when BNYM cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Ordinary shares
BNYM will distribute new ADRs representing any ordinary shares DRDGOLD distributes as a dividend or free distribution, if DRDGOLD requests that BNYM make this distribution and if DRDGOLD furnishes BNYM promptly with satisfactory evidence that it is legal to do so. BNYM will only distribute whole ADRs. It will sell ordinary shares, which would require it to issue a fractional ADS and distribute the net proceeds to the holders entitled to those ordinary shares. If BNYM does not distribute additional cash or ADSs, each ADS will also represent the new ordinary shares.
Right to purchase additional ordinary shares
If DRDGOLD offers holders of securities any rights, including rights to subscribe for additional ordinary shares, BNYM may take actions necessary to make these rights available to you. DRDGOLD must first
6

Exhibit 2.3
instruct BNYM to do so and furnish it with satisfactory evidence that it is legal to do so. If DRDGOLD does not furnish this evidence and/or give these instructions, and BNYM determines that it is practical to sell the rights, BNYM may sell the rights and allocate the net proceeds to holders’ accounts. BNYM may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
If BNYM makes rights available to you, upon instruction from you it will exercise the rights and purchase the ordinary shares on your behalf. BNYM will then deposit the ordinary shares and deliver ADSs to you. It will only exercise rights if you pay BNYM the exercise price and any charges the rights require you to pay. U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. BNYM will not offer you rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the Securities Act with respect to a distribution to you.
Other distributions
BNYM will send to you anything else DRDGOLD distributes on deposited securities by any means BNYM thinks is legal, fair and practical. If it cannot make the distribution in that way, BNYM may decide to sell what DRDGOLD distributed—for example by public or private sale—and distribute the net proceeds, in the same way as it does with cash, or it may decide to hold what DRDGOLD distributed, in which case the ADSs will also represent the newly distributed property.
BNYM is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holder. DRDGOLD will have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distribution DRDGOLD makes on its ordinary shares or any value for them if it is illegal or impractical for DRDGOLD to make them available to you.
Deposit, Withdrawal and Cancellation
How does the Depositary issue ADSs?
BNYM will deliver the ADSs that you are entitled to receive in the offer against deposit of the underlying ordinary shares. BNYM will deliver additional ADSs if you or your broker deposit ordinary shares with the custodian. You must also deliver evidence satisfactory to BNYM of any necessary approvals of the governmental agency in South Africa, if any, which is responsible for regulating currency exchange at that time. If required by BNYM, you must in addition deliver an agreement transferring your rights as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, BNYM will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its Corporate Trust Office to the persons you request.
How do ADS holders cancel an ADS and obtain ordinary shares?
You may submit a written request to withdraw ordinary shares and turn in your ADRs evidencing your ADSs at the Corporate Trust Office of BNYM. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes, BNYM will deliver the deposited securities underlying the ADSs to an account designated by you at the office of the custodian. At your request, risk and expense, BNYM may deliver at its Corporate Trust Office any dividends or distributions with respect to the deposited securities represented by the ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by BNYM.
Record Dates
Whenever any distribution of cash or rights, change in the number of ordinary shares represented by ADSs or notice of a meeting of holders of ordinary shares or ADSs is made, BNYM will fix a record date for the determination of the owners entitled to receive the benefits, rights or notice.
7

Exhibit 2.3
Voting of Deposited Securities
How do you vote?
If you are an ADS holder on a record date fixed by BNYM, you may exercise the voting rights of the same class of securities as the ordinary shares represented by your ADSs, but only if DRDGOLD asks BNYM to ask for your instructions. Otherwise, you will not be able to exercise your right to vote unless you withdraw the ordinary shares.
However, you may not know about the meeting enough in advance to withdraw the ordinary shares. If DRDGOLD asks for your instructions, BNYM will notify you of the upcoming meeting and arrange to deliver certain materials to you. The materials will (1) include all information included with the meeting notice sent by DRDGOLD to BNYM, (2) explain how you may instruct BNYM to vote the ordinary shares or other deposited securities underlying your ADSs as you direct, if you vote by mail or by proxy and (3) include a voting instruction card and any other information required under South African law that DRDGOLD and BNYM will prepare. For instructions to be valid, BNYM must receive them on or before the date specified in the instructions. BNYM will try, to the extent practical, subject to applicable law and the provisions of the Articles of Association of DRDGOLD, to vote or have its agents vote the underlying shares as you instruct. BNYM will only vote, or attempt to vote, as you instruct. However, if BNYM does not receive your voting instructions, it will give a proxy to vote your ordinary shares to a designated representative of DRDGOLD, unless DRDGOLD informs BNYM that either: (1) it does not want the proxy issued, (2) substantial opposition exists or (3) the matter materially and adversely affects the rights of holders of ordinary shares.
DRDGOLD cannot assure that you will receive the voting materials in time to ensure that you can instruct BNYM to vote your ordinary shares. In addition, BNYM and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.
Inspection of Transfer Books
BNYM will keep books for the registration and transfer of ADRs. These books will be open at all reasonable times for inspection by you, provided that you are inspecting the books for a purpose related to DRDGOLD or the Deposit Agreement or the ADRs.
Reports and Other Communications
BNYM will make available for your inspection at its Corporate Trust Office any reports or communications, including any proxy material, received from DRDGOLD, as long as these materials are received by BNYM as the holder of the deposited securities and generally available to DRDGOLD shareholders. At DRDGOLD’s written request, BNYM will also send copies of reports, notices and communications to you.
Reclassifications, Recapitalisations and Mergers
If DRDGOLD:
•changes the nominal or par value of any of the DRDGOLD ordinary shares;
•reclassifies, splits or consolidates any of the DRDGOLD ordinary shares;
•distributes securities on any of the DRDGOLD ordinary shares that are not distributed to you; or
•recapitalises, reorganises, merges, consolidates, sells its assets, or takes any similar action, then:
the cash, ordinary shares or other securities received by BNYM will become new deposited securities under the Deposit Agreement, and each DRDGOLD ADS will automatically represent the right to receive a proportional interest in the new deposited securities; and BNYM may and will, if DRDGOLD asks it to,
8

Exhibit 2.3
distribute some or all of the cash, ordinary shares or other securities it received. It may also issue new DRDGOLD ADSs or ask you to surrender your outstanding DRDGOLD ADSs in exchange for new DRDGOLD ADSs identifying the new deposited securities.
Amendment and Termination of the Deposit Agreement
How may the Deposit Agreement be amended?
DRDGOLD may agree with BNYM to amend the Deposit Agreement and the DRDGOLD ADRs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges, or prejudices an important right of DRDGOLD ADS holders, it will only become effective 30 days after BNYM notifies you of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the agreement as amended. However, no amendment will impair your right to receive the deposited securities in exchange for your DRDGOLD ADSs.
How may the Deposit Agreement be terminated?
BNYM will terminate the Deposit Agreement if DRDGOLD asks it to do so, in which case it must notify you at least 90 days before termination.
BNYM may also terminate the agreement after notifying you if BNYM informs DRDGOLD that it would like to resign and DRDGOLD does not appoint a new depositary bank within 90 days.
If any DRDGOLD ADSs remain outstanding after termination, BNYM will stop registering the transfer of DRDGOLD ADSs, will stop distributing dividends to DRDGOLD ADS holders, and will not give any further notices or do anything else under the Deposit Agreement other than:
•collect dividends and distributions on the deposited securities;
•sell rights and other property offered to holders of deposited securities; and
•deliver ordinary shares and other deposited securities upon cancellation of DRDGOLD ADSs.
At any time after one year after termination of the Deposit Agreement, BNYM may sell any remaining deposited securities by public or private sale. After that, BNYM will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement, for the pro rata benefit of the DRDGOLD ADS holders that have not surrendered their DRDGOLD ADSs. It will not invest the money and has no liability for interest. BNYM’s only obligations will be to account for the money and cash. After termination, DRDGOLD’s only obligations will be with respect to indemnification of, and to pay specified amounts to, BNYM.
Your Right to Receive the Ordinary Shares Underlying Your DRDGOLD ADSs
You have the right to cancel your DRDGOLD ADSs and withdraw the underlying ordinary shares at any time except:
•due to temporary delays caused by BNYM or DRDGOLD closing its transfer books, the transfer of ordinary shares being blocked in connection with voting at a shareholders meeting, or DRDGOLD paying dividends;
•when you or other ADS holders seeking to withdraw ordinary shares owe money to pay fees, taxes and similar charges; or
•when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to DRDGOLD ADSs or to the withdrawal of ordinary shares or other deposited securities.
9

Exhibit 2.3
This right of withdrawal may not be limited by any provision of the Deposit Agreement.
Limitations on Obligations and Liability to DRDGOLD ADS Holders
The Deposit Agreement expressly limits the obligations of DRDGOLD and BNYM. It also limits the liability of DRDGOLD and BNYM. DRDGOLD and BNYM:
•are only obliged to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;
•are not liable if either of them is prevented or delayed by law, any provision of the DRDGOLD Articles of Association or circumstances beyond their control from performing their obligations under the agreement;
•are not liable if either of them exercises, or fails to exercise, discretion permitted under the agreement;
•have no obligation to become involved in a lawsuit or proceeding related to the ADSs or the Deposit Agreement on your behalf or on behalf of any other party unless they are indemnified to their satisfaction; and
•may rely upon any advice of or information from any legal counsel, accountants, any person depositing ordinary shares, any DRDGOLD ADS holder or any other person whom they believe in good faith is competent to give them that advice or information.
In the Deposit Agreement, DRDGOLD and BNYM agree to indemnify each other under specified circumstances.
Requirements for Depositary Actions
Before BNYM will deliver or register the transfer of a DRDGOLD ADS, make a distribution on a DRDGOLD ADS, or permit withdrawal of ordinary shares, BNYM may require:
•payment of taxes, including stock transfer taxes or other governmental charges, and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities, as well as the fees and expenses of BNYM;
•production of satisfactory proof of the identity of the person presenting ordinary shares for deposit or DRDGOLD ADSs upon withdrawal, and of the genuineness of any signature; and
•compliance with regulations BNYM may establish consistent with the Deposit Agreement, including presentation of transfer documents.
BNYM may refuse to deliver, transfer, or register transfer of DRDGOLD ADSs generally when the transfer books of BNYM are closed or at any time if BNYM or DRDGOLD thinks it advisable to do so.
Governing Law
The Deposit Agreement is governed by the law of the State of New York.
10
EX-4.7 3 exhibit47.htm EX-4.7 exhibit47
Exhibit 4.7 THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY CONTRACT Contract for the Engineering, Procurement, Supply and Commissioning of Bess Equipment related to a Storage Power Plant located in ERGO Mine, South Africa Between Ergo Mining Proprietary Limited As Buyer And Nidec ASI SA As Supplier Dated 11 May 2023


 
TABLE OF CONTENTS Clause number and description Page 1. DEFINITIONS AND INTERPRETATION ...................................................................................... 3 2. COMMENCEMENT OBLIGATIONS ............................................................................................. 9 3. SCOPE OF WORK ....................................................................................................................... 9 4. GENERAL OBLIGATIONS OF THE SUPPLIER ........................................................................ 10 5. GENERAL OBLIGATIONS OF THE BUYER ............................................................................. 11 6. CONTRACT PRICE .................................................................................................................... 12 7. CHANGE ORDER ....................................................................................................................... 13 8. DELAY LIQUIDATED DAMAGES .............................................................................................. 14 9. EXTENSION OF DUE DELIVERY DATE ................................................................................... 15 10. TESTS OF THE BESS EQUIPMENT ......................................................................................... 15 11. SUPPLIER’S WARRANTIES ...................................................................................................... 18 12. LIABILITY .................................................................................................................................... 20 13. OWNERSHIP AND RISK OF LOSS ........................................................................................... 20 14. SUSPENSION / TERMINATION ................................................................................................ 20 15. FORCE MAJEURE ..................................................................................................................... 23 16. INTELLECTUAL PROPERTY ..................................................................................................... 25 17. CONFIDENTIALITY .................................................................................................................... 25 18. ASSIGNMENT ............................................................................................................................ 26 19. INSURANCES ............................................................................................................................ 26 20. MISCELLANEOUS ..................................................................................................................... 26 21. APPLICABLE LAW ..................................................................................................................... 27 22. DISPUTE RESOLUTION ............................................................................................................ 28 23. TRADE AND EXPORT COMPLIANCE ...................................................................................... 30 24. ETHICS ....................................................................................................................................... 31


 
ANNEXES Annex 1: Technical Specifications [REDACTED] Annex 2: Timetable Annex 3: Scope of Work (Matrix of Responsibility) [REDACTED] Annex 4: List of Main Sub-suppliers Annex 5: Buyer’s documentation [REDACTED] Annex 6: List of the Tests for Commissioning Annex 7: Form of FAT and Commissioning Certificates Annex 8: Form of Punch List Clearance Certificate Annex 9: Form of Parent Company Guarantee Annex 10: Enabling Works Annex 11: Not used Annex 12: Not used Annex 13: Supplier Insurance Policy Certificate Annex 14: Buyer Insurance Policy Certificate Annex 15: Form of Advance Payment Bond Annex 16: Form of Warranty Bond


 
3 This bess equipment engineering, procurement and commissioning supply contract (the ″Agreement″) is entered into between: (1) Ergo Mining Proprietary Limited, a company duly established under the laws of South Africa and having its registered offices at Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House, Building 17, Ground Floor, Weltevreden Park 1709, registered with company number 2007/004886/07 (the ″Buyer″); and (2) Nidec ASI SA, a French société anonyme having its registered office at ZI du Buisson 5 Rue Marc Seguin – 42230 Roche-la-Molière - France, registered with the Trade and Companies Register of Saint-Etienne under number 724 501 192 (the ″Supplier″); The Buyer and the Supplier being hereinafter individually referred to as a ″Party″ and together as ″Parties″. RECITALS: A. The Buyer intends to purchase from the Supplier certain components and services for a battery energy storage system that shall be commissioned by the Supplier and integrated by the Buyer into a complete power plant located in Ergo Mine, Brakpan South Africa. B. The Supplier is skilled, experienced and competent in the carrying out of the engineering, procurement and commissioning of the Bess Equipment. C. The Buyer intends to entrust the Supplier, who intends to accept, with the design, procurement, supply and commissioning of the Bess Equipment (as this term is defined in Article 1.1). NOW, THEREFORE, in consideration of the Recitals, the Parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1. Definitions In this Agreement the following words and expressions when used in capital letters shall have the meanings hereby assigned to them: 1.1.1. ″Advance Payment Bond″ means a bond in the terms indicated in Article 4.5 issued by Société Générale, branck Roche La Molière (01855) address 9 rue de la république, 42230 Roche La Molière, France; 1.1.2. ″Adverse Weather Conditions″ means: 1.1.2.1. any weather condition, namely the rainfall, the snowfall, the fog and heavy rain that cause the Health and Safety Supervisor to close the work Site for safety reasons for a period longer than one (1) day; the whole period of closure shall be considered as period affected by Adverse Weather Conditions; or 1.1.2.2. weather condition, namely the rainfall, the snowfall and the heavy rain for which the conditions of the work Site are as following for a period longer than one (1) day: 1.1.2.2.1. wind speed over 80 Km/h; and/or 1.1.2.2.2. snow on the soil over 20 cm; and/or


 
4 1.1.2.2.3. rain classified as heavy rain by the World Meteorological Organization; and/or 1.1.2.2.4. presence of at least 10 cm of water on at least fifty percent (50%) of the relevant Site. 1.1.3. ″Affiliate/s″ means any other person directly or indirectly controlling, controlled by or under direct or indirect common control with the Party. For the purposes of this definition, ″control″ as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the Party, whether through the ownership of voting shares, by agreement or otherwise, and ″controlling″, ″controlled by″ and ″under common control with″ have correlative meanings; 1.1.4. ″Basic Design″ means the Quality Control plan, the Time Schedule, the Single Line Diagram, the Site Layout, the Containers Drawings and the Cooling Calculation; 1.1.5. ″Battery Modules″ means any and all lithium-ion batteries modules provided under Annex 1, to be delivered pursuant this Agreement and to be installed in the Storage Power Plant in order to store the energy, as described in the Technical Specifications; 1.1.6. ″Bess″ means Battery Energy Storage System. 1.1.7. ″Bess Component″ means each component part of the Bess Equipment; 1.1.8. ″Bess Containers″ means all the Bess Equipment excluding the Battery Modules, as described in the Annex 1. 1.1.9. ″Bess Equipment″ means all container, inverters, control system, materials, supplies, apparatus, machinery, equipment, parts, tools, components, instruments, appliances, spare parts, Battery Modules and appurtenances thereto that are required for the design, construction and operation of the Storage Power Plant in accordance with the Technical Specifications and Good Industry Practice, as described in Annex 1. 1.1.10. ″Bess Equipment Design″ means the detailed design of the Bess Equipment to be executed by the Supplier as a further development of the Technical Specifications, in compliance with the sizing (i.e. capacity and power) of the Storage Power Plant to be provided by the Buyer; 1.1.11. ″Business Day″ means any day (other than a Saturday or a Sunday) on which banks are open in Johannesburg – South Africa for a full range of business; 1.1.12. ″Buyer Parent Company Guarantee″ means the guarantee to be issued by DRDGold Limited in favour of the Supplier in the form of Annex [9]; 1.1.13. ″Buyer’s Default″ has the meaning indicated in Article 14.2; 1.1.14. ″Change in Law″ means: 1.1.14.1. any enactment, promulgation, execution, ratification or issue of any new Law or any change, amendment, alteration, modification, repeal or commencement of any existing Law, or any change in the interpretation or application of any Law, by a competent court, tribunal or legislature in South Africa;


 
5 1.1.14.2. any change in any requirement in relation to any consent as a result of any administrative action which is contrary to the interpretation thereof which existed and was generally accepted at the Execution Date, in each case coming into effect after the Execution Date; 1.1.15. ″Change Order″ has the meaning indicated in Article 7 (Change Order); 1.1.16. ″Commencement Date″ is the date of receipt of the Notice to Proceed by the Supplier; 1.1.17. ″Commissioning Certificate″ has the meaning indicated in Article 10.2.1; 1.1.18. ″Commissioning Date″ has the meaning indicated in Article 10.2.2; 1.1.19. ″Contract Price″ has the meaning indicated in Article 6 (Contract Price); 1.1.20. ″Covid-19″ means the pandemic caused by the virus as defined and classified as Covid-19 by the World Health Organization and any mutation or strand of that virus; 1.1.21. ″Covid-19 Event″ means: 1.1.21.1. any changes to the availability of labour, goods and/or materials; 1.1.21.2. changes to any applicable laws; or 1.1.21.3. changes to any regulations or guidance issued by any competent authorities and having mandatory effect and affecting site operating practices and/or affecting engineering or manufacturing activities (including, social distancing), in each case arising from Covid-19, affecting the duly and timely performance of the Works in accordance with this Agreement and occurring after the Execution Date, it being acknowledged by the Parties that the Supplier has made due allowance in its programme having regard to the situation of Covid-19 as at the Execution Date; 1.1.22. ″Defects″ means any defect in the Bess Equipment attributable to the Supplier due to which the Bess Equipment does not conform to the Annex 1 and/or the terms of this Agreement; 1.1.23. ″Defects Liability Period″ has the meaning indicated in Article 11.1.1; 1.1.24. ″Delay Liquidated Damages″ has the meaning indicated in Article 8; 1.1.25. ″Delivery Date(s) ″ means the date on which each of the Bess Component is delivered in compliance with Article 4.3; 1.1.26. ″DNO″ or ″Distribution Network Operator″ means the relevant distribution system operator; 1.1.27. ″Down Payment″ has the meaning indicated in Article 6.2; 1.1.28. ″Due Delivery Date(s) ″ means the date of delivery of each Battery Module as per Incoterms 2020 – FOB at Port of [REDACTED], and of each


 
6 Bess Container as per Incoterms 2020 – FOB at Port of [REDACTED], as provided under Annex 2; 1.1.29. ″Effective Date″ has the meaning indicated in Article 2 (Commencement Obligations); 1.1.30. ″Enabling Works″ means works that must be completed by, or on behalf of, the Buyer to enable the Supplier to commission the Bess Equipment as defined in Annex 10; 1.1.31. ″Excusable Event″ has the meaning indicated in Article 7.1.2; 1.1.32. ″Execution Date″ means the date of signature by the Parties to this Agreement; 1.1.33. ″FAT″ means Factory Acceptance Test as detailed in Technical Specifications in Annex 1 and in Article 10.1; 1.1.34. ″FOB″ means Free on Board as per Inconterms 2020 rules; 1.1.35. ″Force Majeure″ has the meaning indicated in Article 15.1; 1.1.36. ″Good Industry Practice″ means the degree of skill, care, diligence and prudence which would be reasonably and professionally (taking due account of all relevant costs and benefits) expected from a skilled and experienced supplier engaged in the supply of bess equipment under the same or similar circumstances contemplated in this Agreement, and in accordance with best engineering design practices, applicable permits, the applicable Law and other standards established for such work; 1.1.37. ″Independent Expert″ has the meaning indicated in Article 22.2.2. 1.1.38. ″Intellectual Property Rights″ means all trademarks, trade names, patents, copyrights, registered and registrable designs, design rights, trade secrets, and all other intellectual or industrial property rights (whether or not any of them are registered and including applications for registration of any of them); 1.1.39. ″Law″ means any law including any decree, order, decision, rule, directive (to the extent having the force of law, treaty, code or regulation (including any relating to health or safety matters or any environmental matters) or any official interpretation of the foregoing, as enacted, issued or determined by any court or tribunal applicable to the Buyer, Supplier and/or the Storage Power Plant; 1.1.40. ″Maintenance Contract″ means the service contract to be negotiated in good faith and entered into between Buyer and Supplier for maintenance of the BESS Equipment; 1.1.41. ″Major Components″ means the Inverters and the Battery Modules specified under Annex 1; 1.1.42. ″Notice to Proceed″ has the meaning indicated in Article Article 2 (Commencement Obligations); 1.1.43. ″O&M Manual″ means the existing manuals drawn up by the various suppliers, which specify the operating and maintenance procedures, wearing parts, spare parts, consumables, intended to enable the operation and maintenance of the Bess Equipment;


 
7 1.1.44. ″Performance Warranties″ means the capacity warranty of the BESS Equipment specified in clause 6.2 (Capacity Performance) of Annex 1; 1.1.45. ″Punch List″ shall mean the list of defects or non-compliances in respect of the Works, comprising the Bess Equipment, according to this Agreement that do not affect the safe use, or compromise the safe operation of the Bess Equipment or affect the ability of the Bess Equipment to perform according to the Technical Specifications; 1.1.46. ″Punch List Clearance Certificate″ has the meaning indicated in Article 10.2; 1.1.47. ″R/U Event″ means following the Execution Date, an escalation or extension of the ongoing conflict between Russia and Ukraine and any escalation of such war to involve any other country and/or the imposition by any government or governmental authority of any sanctions, embargoes or other measures of any kind on any person, government, corporation or other body with impact on the performance of the Works by the Supplier; 1.1.48. ″Senior Panel″ has the meaning indicated in Article 22.1.2; 1.1.49. ″Site(s) ″ means Ergo Mine, Brakpan South Africa where the Storage Power Plant shall be installed; 1.1.50. ″Site Data″ means the data listed in Annex 5; 1.1.51. ″Software″ means software or computer programmes or computer software including ancillary documentation and materials as described in Annex 1; 1.1.52. ″Storage Power Plant″ means the storage power plant, which will include the Bess Equipment, as further described in Annex 1 to be built by the Buyer on the Site; 1.1.53. ″Supplier’s Default″ has the meaning indicated in Article 14.1.2; 1.1.54. ″Supplier Parent Company Guarantee″ means the guarantee to be issued by Nidec ASI S.p.A. in favour of the Buyer, in the form of Annex 9; 1.1.55. ″Technical Specifications″ means all designs, drawings, diagrams, plans, reports, specifications or other documentation whatsoever prepared and/or produced by or on behalf of the Supplier in respect of the Bess Equipment required to be delivered to the Supplier under the terms of this Agreement, and listed in Annex 1; 1.1.56. ″Tests for Commissioning″ has the meaning indicated in Article 10.2.1 and Annex 6; 1.1.57. ″TSO″ or ″Transmission System Operator″ means the relevant transmission system operator ; 1.1.58. ″Warranty Bond″ has the meaning indicated in Article 4.5; 1.1.59. ″Works″ means the engineering, procurement, supply and commissioning of the Bess Equipment as detailed in Annex 1, but excluding all the works, items and activities related to the Storage Power Plant that are not specifically included in the Supplier’s scope of work under Annex 1.


 
8 1.2. Interpretation 1.2.1. Recitals, Articles and Annexes References to Recitals, Articles and Annexes, unless otherwise indicated, are Recitals of, Articles of, and Annexes to this Agreement. The Recitals and Annexes form an integral part of this Agreement. References to Annexes contained in this Agreement shall be deemed to be references to all similarly lettered Annexes. 1.2.2. Headings The headings to Articles and Annexes of this Agreement are for ease of reference only and shall not in any way affect its construction or interpretation. 1.2.3. Gender The masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa, and references to persons shall include individuals, body’s corporate, unincorporated associations and partnerships. 1.2.4. Successors and Assigns References to Parties in this Agreement shall be deemed to include references to their successors and permitted assigns. 1.2.5. Day References to ″days″ shall mean calendar days, unless the term ″Business Days″ is used. 1.2.6. Joint preparation The Parties collectively have prepared this Agreement, and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. 1.2.7. Including, Includes The term ″include,″ ″includes,″ and ″including″ when used in this Agreement shall be deemed to be followed by the words ″without limitation,″ and unless specified, shall not be deemed limited by the specific enumeration of items, but shall be deemed without limitation. 1.2.8. Order of priority 1.2.8.1. In case of any conflict or inconsistency between this main body of the Agreement and any of the Annexes, the main body of the Agreement shall prevail. 1.2.8.2. In the event that there are differing provisions within the Annexes, the Annex listed in higher position in the order of priority provided in the index shall prevail.


 
9 2. COMMENCEMENT OBLIGATIONS 2.1. Within twenty-one (21) Business Days from the Execution Date, the Parties shall fulfil the following obligations as a condition precedent to the Notice to Proceed: 2.1.1. the Advance Payment Bond equal to the value of the Down Payment has been issued in favour of the Buyer; 2.1.2. Buyer Parent Company Guarantee has been issued in favour of the Supplier covering the payment of the Contract Price; and 2.1.3. Supplier Parent Company Guarantee has been issued in favour of the Buyer covering twenty percent (20%) of the Contract Price to be in force and effect until the last Delivery Date. 2.2. Upon fulfilment of these conditions precedent (″Effective Date″), the Buyer shall issue a notice to proceed (the ″Notice to Proceed″). 2.3. For the avoidance of doubt, the Supplier shall not start the performance of the Works before receipt of the Notice to Proceed. 2.4. The Buyer shall make the Down Payment to the Supplier in accordance with Article 6.2 within seven (7) Business Days of receipt of the Advance Payment Bond. 2.5. Where either (i) the conditions precedent above are not fulfilled by the Parties or waived by the beneficiary Party of such conditions precedent within fifteen (15) Business Days from the Execution Date or (ii) the Notice to Proceed is not issued within three (3) Business Days from the Effective Date, either Party may, by written notice to the other Party, terminate this Agreement and each Party shall have no further liability to the other whatsoever except for any liability that may have accrued to the date of such termination. 3. SCOPE OF WORK 3.1. Overview 3.1.1. The Buyer hereby appoints the Supplier to: 3.1.1.1. furnish all materials, Bess Equipment, labour, transportation including all documents and manuals, as provided in Annex 1; and 3.1.1.2. carry out the Works, commissioning and testing as provided in Annex 1. 3.1.2. It is agreed between the Parties that the Buyer shall be responsible for all activities related to the engineering, procurement, construction, testing and operation of the Storage Power Plant that are not expressly listed in the Supplier’s scope of work under Annex 1, including all activities to be performed by the Buyer as indicated in Annex 1. 3.2. Requirements 3.2.1. The Supplier shall: 3.2.1.1. perform the Works in accordance with applicable Law, the Technical Specifications, the Good Industry Practice and the other requirements of this Agreement; and


 
10 3.2.1.2. procure and use Bess Equipment, parts and materials that are new (except as otherwise agreed to in writing by the Buyer). 3.3. Design The Parties acknowledge that the Supplier shall prepare the Basic Design and the Bess Equipment Design. 4. GENERAL OBLIGATIONS OF THE SUPPLIER 4.1. Permits The Parties agree that the Supplier shall not be responsible for the obtainment, validity and effectiveness of any permit and authorization including the planning permission or any building permit/authorization, related to the Bess Equipment and, in general, the Storage Power Plant. 4.2. Completion of the Works The Supplier agrees to perform the Works in accordance with the provisions provided under Annex 1. 4.3. Delivery of Bess Equipment 4.3.1. The Supplier shall deliver each of the Battery Modules FOB – Incoterms 2020 at Port of [REDACTED] and Bess Containers FOB – Inconterms 2020 at Port of [REDACTED] by the respective Due Delivery Date as provided under the programme as set out in Annex 2. 4.3.2. If any Due Delivery Date is delayed at the request of the Buyer or as a result of any action or omission of the Buyer, the Buyer shall be liable for any cost and expense arising as a result, including storage and transportation costs. 4.4. Subcontractors and sub-suppliers The Supplier is allowed to enter into sub-supply and/or sub-contract agreements for the execution of the Works: (i) with any of its Affiliates and the entities listed under Annex 4 and/or (ii) in case of sub-supply and/or sub-contract agreements each of them of a value lower than five percent (5%) of the Contract Price and/or (iii) in cases not provided under (i) and (ii), subject to the Buyer’s express prior written approval. If the Buyer does not provide an answer within seven (7) Business Days from receipt of a name of a sub-supplier or sub-contractor, such entity shall be deemed accepted by the Buyer. 4.5. Bonds The Supplier shall obtain (at its own cost) and provide to the Buyer the following guarantees: 4.5.1. An Advance Payment Bond in an amount equal to ten percent (10%) of the Contract Price to stand as a security for the repayment by the Supplier to the Buyer of the Down Payment (the ″Advance Payment Bond″): 4.5.1.1. subject to the terms of this Article, the Supplier shall obtain and maintain the Advance Payment Bond in full force and effect until milestone 3 has been achieved;


 
11 4.5.1.2. the form of the Advance Payment Bond is attached under Annex 15. 4.5.2. A Supplier Parent Company Guarantee in favour of the Buyer, covering twenty percent (20%) of the Contract Price. The Supplier undertakes to maintain in full force and effect the Supplier Parent Company Guarantee until the last Delivery Date. 4.5.3. Upon Commissioning Date and as a condition of the issuance of the Commissioning Certificate, Supplier shall obtain a Warranty Bond in an amount equal to five percent (5%) of the Contract Price for the duration of the Defects Liability Period, as a security for the Supplier’s liability under the Agreement during the Defects Liability Period (″Warranty Bond″). 4.5.4. The Warranty Bond will commence at Commissioning Date and the Supplier shall maintain the Warranty Bond in full force and effect until the end of the Defects Liability Period. 4.5.5. The form of the Warranty Bond is attached hereto under Annex 16. 5. GENERAL OBLIGATIONS OF THE BUYER 5.1. Permits and approvals The Buyer is responsible for the obtainment of all the permits and authorisations related to the Bess Equipment and Storage Power Plant. The permits and authorisations to be complied by the Supplier during the execution of the Works, if any, are included in the Site Data. 5.2. Right of access The Buyer shall provide the Supplier with permanent and continuous access to the Site and right to perform the Works there at all times reasonably necessary for the performance of such Works. 5.3. Buyer’s documentation The Buyer shall provide the Supplier with copies of the maps, surveys, site information, grid requirements and other specifications available to the Buyer as listed in Annex 5. 5.4. Payment of the Contract Price The Buyer shall pay the Contract Price to the Supplier for the Works in accordance with this Agreement. 5.5. Maintenance obligations The Parties undertake to conclude and enter into the Maintenance Contract by no later than twenty (20) days following final engineering design as stipulated in Annex 2. The Maintenance Contract shall be in full force and effect from the Commissioning Date, and the Supplier shall carry out maintenance activities concerning the Works relating to prevention, correction, adaptation, modification and/or updates, as provided in the Maintenance Contract. 5.6. Buyer Parent Company Guarantee The Buyer shall obtain (at its own cost) and provide to the Supplier within ten (10) days of the Execution Date the Buyer Parent Company Guarantee, covering the payment of


 
12 the Contract Price. The Buyer undertakes to maintain in full force and effect the Buyer Parent Company Guarantee until the full payment of the Contract Price. 6. CONTRACT PRICE 6.1. Contract Price 6.1.1. as full and complete payment for the Works, subject to the provisions of this Agreement, the Buyer shall pay to the Supplier an amount equal to Euro 62,542,540.00 (sixty-two million five hundred forty-two thousand five hundred forty/00 Euro) (the ″Contract Price″), as may be adjusted pursuant to the Agreement; 6.1.2. any reference to the Contract Price in this Agreement shall not include value added tax (VAT), any other similar taxes and other taxes, charges, levies or duties related to the Works, which shall be paid by the Buyer; 6.1.3. the prices of the Works and Bess Equipment to be delivered are based on the Incoterms 2020 – FOB at Port of [REDACTED]for Battery Modules and, Incoterms 2020 – FOB at Port of [REDACTED] for Bess Containers. 6.2. Payment Milestones 6.2.1. The Buyer shall pay the Contract Price to the Supplier in accordance with the following payment milestones schedule: 1 Down Payment Within seven (7) Business Days of receipt of the Advance Payment Bond 10 % of the Contract Price 2 Milestone 1 Major Components Ordered 20 % of the Contract Price 3 Milestone 2 Delivery of Basic Design 5% of the Contract Price 4 Milestone 3 FOB Port [REDACTED] Battery Modules batch 1 as per Annex 2 10% of the Contract Price 5 Milestone 4 FOB Port of [REDACTED] Battery Modules batch 2 as per Annex 2 10% of the Contract Price 6 Milestone 5 FOB Port [REDACTED] Battery Modules batch 3 as per Annex 2 10% of the Contract Price 7 Milestone 6 FOB Port of [REDACTED] Bess Containers batch 1 as per Annex 2 5% of the Contract Price 8 Milestone 7 FOB Port of [REDACTED] Bess Containers batch 2 as per Annex 2 5% of the Contract Price 9 Milestone 8 FOB Port of [REDACTED] Bess Containers batch 3 as 5% of the Contract Price


 
13 per Annex 2 10 Milestone 9 FOB Port of [REDACTED] Bess Containers batch 4 as per Annex 2 5% of the Contract Price 11 Milsetone 10 FOB Port of [REDACTED] Bess Containers batch 5 as per Annex 2 5% of the Contract Price 12 Milestone 11 Earlier of : Commissioning Date and six (6) months after last Delivery Date of Bess Equipment 10% of the Contract Price In relation to Milestone 11 the Parties agree that should the Commissioning Date not occur within six months after the last Delivery Date of Bess Equipment, for reasons not attributable to the Supplier, the Buyer shall pay to the Supplier 10% of the Contract Price (Milestone 11). 6.2.2. Following achievement of each milestone, the Supplier shall issue to the Buyer an invoice for the amount provided for the completion of the relevant milestone. The Buyer shall pay directly to the account of the Supplier the amounts set out in an invoice: 6.2.2.1. in case of the Down Payment, within seven (7) Business Days from receipt of the Advance Payment Bond; 6.2.2.2. in case of all other milestones within thirty (30) Business Days from the receipt of the relevant vat invoice. 6.2.3. In case of Buyer’s failure to pay the amounts due under any milestone, the Supplier shall have the right to a postponement of the Due Delivery Dates for a period equal to such delay. 6.2.4. The Buyer’s failure to pay any amount under this Agreement when due shall automatically give rise to late payment interests which will be accrued on a daily basis by applying a 3-month EURIBOR rate, as determined on the January 1 or July 1, as the case may be, immediately preceding the date of non – payment, increased by three hundred basis point (300 bps) until the date of payment, but not to exceed the maximum rate permitted by applicable Laws regarding usury. 6.2.5. In case of non-payment by the Buyer of any amount under the Agreement within ten (10) days from the due date, the Supplier has the right to suspend the performance of its obligations under this Agreement, with consequent postponement of the Due Delivery Dates and any other deadline of the Supplier provided by the Agreement for a period equal to such suspension. 6.3. Dispute on the payment If a dispute arises in relation to the payments to be made to the Supplier, the Buyer and the Supplier shall then attempt to resolve the dispute and, if unsuccessful, Article 22 (Dispute Resolution) shall apply.


 
14 7. CHANGE ORDER 7.1. Request for Change Order 7.1.1. There shall be no change to the Works, the Contract Price, the Due Delivery Date(s) except to the extent provided in a written instrument signed by the Buyer and the Supplier stating their mutual agreement (a ″Change Order″). The Change Order shall state: (a) a change in the Works, if any; (b) the amount of the adjustment in the Contract Price, if any; and/or (c) the extent of the adjustment in the Due Delivery Date. 7.1.2. The Supplier shall be entitled to obtain a Change Order for an equitable adjustment to the Contract Price and/or the Due Delivery Date(s) if: 7.1.2.1. the Buyer seeks a change to the Basic Design and/or Bess Equipment Design and/or the Works, consisting of additions, deletions, or other revisions, so long as such change is within the general scope of this Agreement; or 7.1.2.2. the Supplier's performance of its obligations under this Agreement is affected by one of the following events (an ″Excusable Event″): 7.1.2.2.1. Buyer’s liability; 7.1.2.2.2. Liability of other contractors and/or suppliers (excluding any Subcontractors of the Supplier under this Agreement) involved in the realisation of the Storage Power Plant; 7.1.2.2.3. Force Majeure; 7.1.2.2.4. Change in Law after the Execution Date; 7.1.2.2.5. any delay in carrying out or completing or attending or scheduling or approval of any of the TSO or DNO or any similar competent entity tests by the TSO or by the aggregator or the DNO or any similar competent entity, as the case may be; 7.1.2.2.6. Adverse Weather Conditions; or 7.1.2.2.7. Change in any applicable permit and/or authorisation. 7.1.3. Should either Party desire to change the Works or observe a change to the Works, such Party shall submit a change request to the other in writing. Irrespective of which Party has issued the written notice of change, within ten (10) Business Days of receipt of any such request, Supplier shall submit a detailed proposal to the Buyer stating (a) the increase or decrease, if any, in the Contract Price which would result from such change, (b) the effect, if any, upon the Due Delivery Date. The Buyer shall have five (5) Business Days to accept or reject in writing the Supplier’s proposals in relation to the change. If the Buyer agrees with the Supplier’s proposal, the Parties shall execute a Change Order reflecting the change in the Works and proposed adjustments, if any, in the Contract Price and the Due Delivery Date.


 
15 8. DELAY LIQUIDATED DAMAGES 8.1. Subject to Article 7.1 and Article 9 (Extension of Due Delivery Date), if the Supplier fails to deliver any of the Bess Components within four weeks from each Due Delivery Dates as specified under Annex 2, as extended under the Agreement, for reasons attributable to the Supplier, the Supplier shall pay Delay Liquidated Damages in the amount of 0.0715% of the Contract Price for each Business Day of delay, with such day commencing on the day after the four weeks from each Due Delivery Date(s) until the actual delivery date of such Bess Component(s). 8.2. The maximum amount of Delay Liquidated Damages to be paid by the Supplier shall not exceed an amount of five percent (5%) of the Contract Price (″Delay Liquidated Damages Cap″). Once the Delay Liquidated Damages exceeds the Delay Liquidated Damages Cap, the Buyer shall be entitled to terminate this Agreement due to Supplier default pursuant to Article 14.1.2. The Parties acknowledge and agree that the Delay Liquidated Damages above are in all respects fair and reasonable and represent a genuine pre-estimate of the losses, damages and expenses likely to be suffered or incurred by the Buyer in case of delay attributable to Supplier. Without prejudice to the foregoing and the obligation to continue to perform the Works, subject to the provision of Article 14.1.2.1.3, payment of Delay Liquidated Damages shall be the sole obligation of the Supplier and constitutes the sole and exclusive remedy available to the Buyer in this respect. 8.3. As soon as the Supplier is aware of or expects that there will be a material delay (meaning delays which impact the critical path of the programme) in the performance of the Works, including due to unexpected additional work that must be carried out, the Supplier shall without delay notify the Buyer accordingly in writing, stating: 8.3.1. what the cause of the delay is; 8.3.2. the expected duration of the delay; and 8.3.3. the measures taken or to be taken by the Supplier to avoid further delay. 9. EXTENSION OF DUE DELIVERY DATE 9.1. The Supplier shall be entitled to obtain an extension of the Due Delivery Date(s) in the following circumstances: 9.1.1. extra or additional work constituting a Change Order (provided that is not due to an act or omission of the Supplier); 9.1.2. failure of the Buyer to fulfil any of its obligations under the Agreement or an act or omission of the Buyer and/or of any of its suppliers and/or contractors affecting the performance of the Supplier’s obligations; 9.1.3. any suspension or order to suspend, except to the extent due to a Supplier's act or omission; 9.1.4. a Covid-19 Event; 9.1.5. a R/U Event; 9.1.6. an Excusable Event. 9.2. In case of an extension of time approved by the Buyer, other than as a result of Force Majeure, Adverse Weather Conditions or a Covid-19 Event or a R/U Event, the Supplier shall be entitled to an adjustment of the Contract Price covering any documented extra costs.


 
16 10. TESTS OF THE BESS EQUIPMENT 10.1. Factory Acceptance Testing (“FAT”) 10.1.1. The Supplier shall perform all the necessary tests and checks, as described in Annex 6, in order to verify the compliance of the Bess Containers to the Technical Specifications and Good Industry Practice. The Supplier shall notify the Buyer with at least fifteen (15) Business Days’ notice of the start of the FAT in order to allow the Buyer to organize properly its attendance at the FAT should the Buyer wishes to be present. The Supplier is however allowed to carry out the tests also in case of absence of the Buyer. 10.1.2. If the tests have been completed successfully, the Buyer and the Supplier shall execute the FAT Certificate in the form attached in Annex 7 within a period of five (5) Business Days from the successful completion of the tests. Should the FAT Certificate not be signed within such period, the FAT Certificate shall be deemed to be issued for all the purposes of the Agreement. 10.1.3. If the Buyer disagrees with the results of the FAT and the FAT Certificate is not issued within five (5) Business Days after the Supplier has notified the Buyer that all necessary conditions, according to the Supplier, have been met, an expert mutually agreed by both Parties (the ″Expert″) shall inspect the Bess Containers and analyse the documents provided by the Supplier and the Buyer, and shall have fifteen (15) Business Days from the acceptance of the mandate to provide its conclusions. If the Expert’s conclusions are that the FAT Certificate shall be issued, then the FAT Certificate shall be signed by both Parties and considered effective from the date of the fulfilment of the tests and the costs incurred by the Expert shall be paid by the Buyer. If the Expert’s conclusions are that the FAT Certificate cannot be issued, then the FAT Certificate shall not be signed, and the costs incurred by the Expert shall be paid by the Supplier. 10.1.4. The Supplier shall (i) perform all the necessary tests and checks, as described in Annex 6, in order to verify the compliance of the Battery Modules to the Technical Specifications and Good Industry Practice and (ii) provide such test reports to the Buyer. 10.2. Commissioning of the Works 10.2.1. Commissioning Certificate 10.2.2. The Buyer shall carry out all Enabling Works in order to enable the Supplier to commission the Bess Equipment in compliance with this Agreement. The Buyer shall notify the Supplier with at least fifteen (15) Business Days’ notice of the start of the commissioning tests in order to allow the Supplier to execute the relevant tests and activities. Commissioning shall take place on the date on which the following conditions have been met (the ″Commissioning Date″) as evidenced by the issuance of the Commissioning Certificate: 10.2.2.1. all the tests described in Annex 6 (the ″Tests for Commissioning″) have been successfully passed; 10.2.2.2. the Performance Warranties to be achieved as a condition precedent to the Commissioning Date described under Annex 1 have been achieved; and


 
17 10.2.2.3. all technical documentation included in Supplier’s scope of Works as specified in Annex 1 have been delivered. 10.2.3. The Buyer shall notify the Supplier with at least fifteen (15) Business Days’ notice of the start of the Tests for Commissioning in order to allow the Supplier to organize properly the execution of the Tests for Commissioning. The Supplier shall perform all the necessary tests and checks, as described in Annex 6. The Buyer shall provide consumables as may be required to carry out the tests. 10.2.4. In case the Supplier cannot attend the Tests for Commissioning at the date notified by the Buyer due to Force Majeure, or the Tests for Commissioning cannot be properly performed at its anticipated date due to Force Majeure, such Tests for Commissioning shall be postponed and performed as soon as the Force Majeure event is terminated in order to allow the Supplier to perform the Tests for Commissioning and the Buyer to attend the Tests for Commissioning. It is also understood that the Supplier shall not be responsible for any delay due to an Excusable Event. 10.2.5. If the Tests for Commissioning have been completed successfully, the Buyer and the Supplier shall execute the commissioning certificate in the form attached in Annex 7 (the ″Commissioning Certificate″) within a period of three (3) Business Days from the fulfilment of all requirements. Should the Commissioning Certificate not be signed within such period, the Commissioning Certificate shall be deemed to be issued for all the purposes of the Agreement. 10.2.6. If the Buyer disagrees with the results of the Tests for Commissioning and the Commissioning Certificate is not issued within ten (10) Business Days after the Supplier has notified the Buyer that all necessary conditions, according to the Supplier, have been met, an Independent Expert appointed in accordance with Article 22.2.2 shall inspect the Storage Power Plant and analyze the documents provided by the Supplier and the Buyer, and shall have fifteen (15) Business Days from the acceptance of the mandate to provide its conclusions. If the Independent Expert’s conclusions are that the Commissioning Certificate shall be issued, then the Commissioning Certificate shall be signed by both Parties being effective from the date of the fulfilment of the conditions for the Commissioning Date, and the costs incurred by the Independent Expert shall be paid by the Buyer. If the Independent Expert’s conclusions are that the Commissioning Certificate cannot be issued, then the Commissioning Certificate shall not be signed, and the costs incurred by the Independent Expert shall be paid by the Supplier. 10.2.7. On the Commissioning Date, the Buyer and the Supplier shall agree on the Punch List. The Supplier shall remedy at its sole cost all minor items listed in the Punch List within and no later than thirty (30) Business Days after the Commissioning Date, or any longer period as may be agreed by the Parties. 10.2.8. Upon the clearance of the Punch List, the Supplier shall submit to the Buyer a written statement requesting the execution by the Buyer of a Punch List clearance certificate in the form attached in Annex 8 (the ″Punch List Clearance Certificate″). The Punch List Clearance Certificate shall be executed and signed by the Buyer within five (5) Business Days after its receipt by the Supplier unless the Buyer provides written notice and a detailed description of the Supplier’s failure to achieve the clearance of the Punch List. In case the Buyer does not execute the Punch List Clearance Certificate nor provide any rejection notice within five (5) Business Days from its receipt, the Punch List Clearance


 
18 Certificate shall be deemed to be issued for all the purposes provided by this Agreement. 11. SUPPLIER’S WARRANTIES 11.1. Defects Liability Period 11.1.1. Duration The Supplier shall be liable for any Defects attributable to the Supplier on the Bess Equipment during a period of twenty four (24) months starting from the Commissioning Date and in any case for no more than thirty (30) months after the last Delivery Date of the Bess Equipment (the ″Defects Liability Period″). 11.1.2. Making good Defects 11.1.2.1. during the Defects Liability Period, the Supplier shall be responsible for making good any Defect in any part of the Bess Equipment which: 11.1.2.1.1. appears or occurs during the Defects Liability Period; and 11.1.2.1.2. arises from either (i) any defective materials, workmanship or design, or (ii) any act or omission of the Supplier during the Defects Liability Period; 11.1.2.2. if a Defect appears during the Defect Liability Period, a written notice shall be given to the Supplier by the Buyer without delay; 11.1.2.3. promptly thereafter and using best efforts, the Supplier shall make good the Defect at its own cost but costs for transport, taxes and custom duties on any replacement parts shall be paid by the Buyer. 11.1.3. For any part of the Bess Equipment affected by repairment or replacement, the Defect Liability Period with respect to such component shall be continued for a period that is the longer of: (a) the remaining period of the original Defect Liability Period; and (b) one (1) year from the date of completion of the repair or replacement of such component. 11.1.4. The choice to remedy by repair or replacement of the defective part shall be solely that of the Supplier. Furthermore, except as expressly stated in the Agreement or unless the Supplier elects otherwise, the Buyer waives any liens and security interests in the removed or replaced part, shall do everything necessary to effect such waiver, and shall indemnify the Supplier against any loss or damage the Supplier may incur as a result of any lien or security interest being asserted over such removed or replaced. Without prejudice to Article 11.2 and except as set out expressly in this Agreement, the remedies provided in this Article shall constitute the sole remedies provided in favour of the Buyer in case of Defects. 11.1.5. The responsibility of the Supplier under the Defects Liability Period shall be conditional upon:


 
19 11.1.5.1. the Bess Equipment and any relevant work thereon having been performed and supplied by the Supplier; 11.1.5.2. the Defects are not resulting from wear and tear; 11.1.5.3. the Works and any part thereof having been operated by the Buyer in accordance with the O&M Manuals; 11.1.5.4. the relevant Defect not being due to (i) conditions outside the Technical Specifications; (ii) an event of Force Majeure; or (iii) the Buyer and/or a third party (including vandalism and works executed by such third party). 11.2. Performance Warranties 11.2.1. The Supplier guarantees that the performance of the BESS Equipment shall meet the Performance Warranties: 11.2.1.1. during the Tests for Commissioning; and 11.2.1.2. on the date which falls twelve (12) months after the Commissioning Date; and 11.2.1.3. on the date which falls twenty four (24) months after the Commissioning Date, provided that the dates under Articles 11.2.1.2 and 11.2.1.3 can be no later than thirty (30) months after the last Delivery Date of the Bess Equipment. 11.2.2. If the Bess Equipment fails to meet the Performance Warranties as provided under Article 11.2.1.1 and/or Article 11.2.1.2 and/or Article 11.2.1.3 above for reasons attributable to the Supplier, the Supplier shall promptly and at its cost implement the necessary rectifications and/or make good the defect and repeat the required tests to demonstrate to the Employer the achievement of the Performance Warranties. The aforementioned procedure shall be repeated until the Bess Equipment achieves the Performance Warranties. 11.2.3. The Parties agree that the obligation of the Supplier to comply with the Performance Warranties is subject to the entering into, and the uninterrupted validity and effectiveness for the same period of the Maintenance Contract between the Parties. 12. LIABILITY 12.1. Notwithstanding any contrary provision provided by the Agreement no Party shall be liable for loss of profit, loss of product, loss of use, loss of contract, loss of revenues or for indirect or consequential loss or damages suffered or incurred by the other Party, except in respect of Delay Liquidated Damages which shall not be interpreted as indirect or consequential of nature. 12.2. Each Parties’ liability for all direct damages, connected to the performance of the Agreement, is limited to one hundred percent (100%) of the Contract Price. 12.3. The liability limitations provided above shall not apply in case of (i) death or personal injury, or (ii) gross negligence or wilful misconduct.


 
20 12.4. If at any time a circumstance occurs that leads to (possible) liability for compensation of one of the Parties, then the other Party shall undertake to take all necessary measures to try to limit/mitigate the (possible) damage. 13. OWNERSHIP AND RISK OF LOSS 13.1. Ownership of all parts of the Works and each Bess Component shall pass to the Buyer upon receipt by the Supplier of payment of the part of the Contract Price corresponding to that parts of the Works and that Bess Component. 13.2. The Supplier shall do all things necessary to ensure that ownership of all parts of the Works and items of Bess Equipment transferred to the Buyer in accordance with this Article 13 (Ownership and Risk of Loss) is free from any lien, charge or any other security interest and that no person other than the Buyer shall have any claim to ownership thereto. 13.3. The risk of loss of or damage to (i) each of the Battery Modules shall pass from the Supplier to the Buyer upon each Delivery Date at Port of [REDACTED], as per FOB – Incoterms 2020 and (ii) to each of the Bess Containers shall pass from the Supplier to the Buyer upon each Delivery Date at Port of [REDACTED], as per FOB – Incoterms 2020. 14. SUSPENSION / TERMINATION 14.1. Suspension / Termination by the Buyer 14.1.1. Suspension / Termination for convenience 14.1.1.1. the Buyer shall be entitled, at its discretion, without any notification of default being necessary, to terminate the Agreement, at its convenience, with a previous written notice of sixty (60) days; 14.1.1.2. in case of termination for convenience by the Buyer, the Supplier shall be entitled to receive compensation from the Buyer for: 14.1.1.2.1. the amounts of the Contract Price covering portion of the Works already executed, invoiced and not yet invoiced; 14.1.1.2.2. the cost of Bess Equipment ordered which order cannot be revoked. The Bess Equipment shall become the property of - and be at the risk of - the Buyer when paid for by the Buyer and the Supplier shall place the same at the Buyer 's disposal; 14.1.1.2.3. site demobilisation and repatriation costs; 14.1.1.2.4. a termination fee amounting to twenty (20%) of the difference between the Contract Price and the amount of the value of the Works executed prior termination; 14.1.1.3. the Buyer may suspend the performance of the Works for its convenience with prior written notice of forty-five (45) days. In such case the Supplier shall:


 
21 14.1.1.3.1. be entitled to obtain a proportional extension of time and reimbursement of the duly documented costs incurred; and 14.1.1.3.2. after notice of suspension, be entitled to invoice the Works already completed and not yet invoiced; 14.1.1.4. if the suspension exceeds sixty (60) days, the Supplier has the right to terminate the Agreement. 14.1.2. Termination for Supplier’s Default 14.1.2.1. the Buyer shall be entitled to terminate the Agreement in the following circumstances (the ″Supplier’s Default″): 14.1.2.1.1. bankruptcy order issued against the Supplier; 14.1.2.1.2. liquidation of the Supplier or event occurs which (under applicable Laws) has a similar effect and applicable legal provisions do not prohibit termination of or withdrawal from the Agreement; 14.1.2.1.3. reach or exceed the Delay Liquidated Damages Cap; 14.1.2.1.4. the Supplier fails to comply with material obligations under this Agreement; and fails to remedy the breach (which shall be notified in writing by the Buyer) within a cure period of thirty (30) Business Days; 14.1.2.2. in case of Supplier’s Default, if the Supplier fails or refuses to remedy the default within thirty (30) Business Days following receipt of a written notice issued by the Buyer, the Buyer may terminate this Agreement. However, in the case of sub- paragraph (a) or (b), the Buyer may without prior notice terminate the Agreement immediately; 14.1.2.3. after a notice of termination has taken effect, the Buyer shall pay to the Supplier all Works executed, as invoiced and not yet invoiced prior to the termination date and withhold the amount of Delay Liquidated Damages and/or duly documented direct damages (if any) within ten (10) days from the date of the termination notice; 14.1.2.4. remedies set forth in the Agreement are the exclusive remedies available to the Buyer in case of termination for Supplier’s Default. 14.2. Termination by the Supplier for Buyer’s Default 14.2.1. The Supplier shall be entitled to terminate the Agreement by written notice on the following grounds (the ″Buyer’s Default″): 14.2.1.1. bankruptcy order issued against the Buyer or the entity that has issued the Buyer’s Parent Company Guarantee;


 
22 14.2.1.2. liquidation of the Buyer or the entity that has issued the Buyer’s Parent Company Guarantee or event occurs which (under applicable Laws) has a similar effect and applicable legal provisions do not prohibit termination of, or withdrawal from, the Contract; 14.2.1.3. the Buyer fails to pay any amount to the Supplier due under this Agreement; 14.2.1.4. in case the suspension decided by the Buyer for convenience exceeds an aggregate period of sixty (60) days; 14.2.1.5. revocation of any permit and/or authorisation that are necessary for the execution of the Agreement; or 14.2.1.6. the Bess Equipment and/or the Storage Power Plant is not ready for commissioning (six) 6 months after the Delivery Date. 14.2.2. In case of Buyer’s Default, if the Buyer fails or refuses to remedy the default within thirty (30) Business Days following receipt of a notice issued by the Supplier, the Supplier may terminate this Agreement. However, in the case of sub-paragraph (a) or (b), the Supplier may without prior notice terminate the Agreement immediately. 14.2.3. Upon termination of this Agreement due to a Buyer’s Default, the Supplier shall be entitled to receive compensation for: 14.2.3.1. the amounts of the Contract Price covering portion Works executed, invoiced and not yet invoiced; 14.2.3.2. the cost of materials and components ordered for the Works. These goods shall become the property of - and be at the risk of the Buyer when paid for by the Buyer and the Supplier shall place the same at the Buyer 's disposal; and 14.2.3.3. the Site demobilisation and repatriation cost; and 14.2.3.4. further duly documented damages suffered by the Supplier. 15. FORCE MAJEURE 15.1. Definition of Force Majeure 15.1.1. In this Article, "Force Majeure" means an event or circumstance: 15.1.1.1. which is beyond a Party's control; 15.1.1.2. which such Party could not reasonably have provided against before entering into the Agreement; 15.1.1.3. which, having arisen, such Party could not reasonably have avoided or overcome; and 15.1.1.4. which is not substantially attributable to the other Party. 15.1.2. Force Majeure may include, but is not limited to, events or circumstances of the kind listed below, so long as the conditions under Articles 15.1.1.1 to 15.1.1.4 listed above are satisfied:


 
23 15.1.2.1. war and other hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition or embargo; 15.1.2.2. ionising radiation or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosives or other hazardous properties of any explosive nuclear assembly or nuclear components thereof; 15.1.2.3. rebellion, sabotage, revolution, insurrection, military or usurped power and civil war, insofar as it relates to the country in which the Works are located or countries through which Bess Equipment must be manufactured or transported; 15.1.2.4. riot, strikes (excluding the strikes attributable to the Supplier’s employees), commotion or disorder, except if they are attributable to the Supplier’s employees; 15.1.2.5. governmental action, trade embargo, sanction, expropriation or confiscation of facilities; 15.1.2.6. epidemics or pandemics; or 15.1.2.7. natural events such as flooding, earthquakes, hurricane, tsunami, typhoon or volcanic activity. 15.1.3. For the avoidance of doubt, without prejudice to the foregoing, the Parties acknowledge that none of the following conditions or events shall constitute Force Majeure, unless they are caused by circumstances which are themselves Force Majeure events: 15.1.3.1. normal meteorological conditions on statistical basis or meteorological conditions which are not Adverse Weather Conditions; 15.1.3.2. failure to make payment. 15.1.4. A Party which believes that its performance is or may be affected by a Force Majeure event shall notify the non-affected Party of the same as soon as reasonably practicable (and within seven (7) days in any case), and shall provide such details of the Force Majeure event as the non- affected Party may reasonably require. The burden of proof as to whether a Force Majeure event has occurred and whether the Force Majeure event excuses the Party from performance shall be upon the Party claiming such Force Majeure event. 15.2. Consequences of Force Majeure 15.2.1. Suspension of the performance In the event of Force Majeure a Party is authorised to suspend performance of the Works in full or in part for the duration of the Force Majeure. The Party that invokes suspension must immediately, but in any case within ten (10) days after the event of Force Majeure, notify the other Party of the Force Majeure situation in writing accompanied by supporting documents. 15.2.2. Duty to mitigate


 
24 15.2.2.1. each Party shall at all times use all reasonable endeavours to minimise any delay in the performance of the Works as a result of the event Force Majeure; 15.2.2.2. the Supplier shall endeavour to continue to perform its obligations under the Agreement so far as reasonably practicable. The Supplier shall notify the Buyer of the steps he proposes to take including any reasonable alternative means and relating costs for performance which is not prevented by Force Majeure. The Supplier shall not take any such steps unless directed so to do by the Buyer; 15.2.2.3. a Party shall give notice to the other Party when it ceases to be affected by the Force Majeure. 15.2.3. Extension of time If the Supplier is prevented from performing any of its obligations under the Agreement by Force Majeure, and suffers delay by reason of such Force Majeure, the Supplier shall be entitled to an extension of time for any such delay in accordance with Article 9 (Extension of Due Delivery Date). 15.2.4. Termination If circumstances of Force Majeure have occurred and continue for an aggregate period of more than three (3) consecutive months or four (4) months in aggregate then, notwithstanding that the Supplier may have been granted an extension of the Due Delivery Date, either Party shall be entitled to terminate this Agreement, subject to thirty (30) days’ notice to terminate the Agreement. 15.2.5. Payment on termination Upon termination of this Agreement due to an event of Force Majeure, the Supplier shall be entitled to receive: 15.2.5.1. the value of the Works done at the time of termination, invoiced or not yet invoiced; and 15.2.5.2. the cost of materials or goods ordered for the Works or for use in connection with the Works which have been delivered to the Supplier or of which the Supplier is legally liable to accept delivery and insofar as these amounts are duly justified. Such materials or goods shall become the property of and be at the risk of the Buyer when paid for by the Buyer and the Supplier shall place the same at the Buyer’s disposal. 15.3. COVID-19 Event - R/U Event In case of occurrence of a Covid-19 Event and/or R/U Event, Article 15.2 (Consequences of the Force Majeure) shall apply. 16. INTELLECTUAL PROPERTY 16.1. The Intellectual Property Rights in all Technical Specification, Basic Design and Bess Equipment Design shall remain vested in the Supplier or relevant third parties, as the case may be. The Supplier:


 
25 16.1.1. warrants that the Intellectual Property Rights in all Technical Specifications, Basic Design and Bess Equipment Design either vests in the Supplier or in third parties from whom the Supplier has a licence to use such materials for the purposes of the Works; 16.1.2. hereby grants to the Buyer a royalty-free, irrevocable and non-exclusive licence to use the Technical Specifications, Basic Design, Bess Equipment Design and Software for the construction, maintenance, operation and repair of the Works; such licence shall be freely assignable by the Buyer by way of security to a provider of finance in relation to the Works and may be assigned or sub-licensed to a nominee of such provider, or to an Affiliate of the Buyer, or to any person that is from time to time the owner of the Works, provided that the Buyer ensures that the Technical Specifications, Basic Design and Bess Equipment Design shall be used for no other purpose than for the construction, maintenance, operation and repair of the Works; the Supplier shall not be liable for any negligent or improper use of the Technical Specifications, Basic Design and Bess Equipment Design; 16.1.3. warrants to indemnify and hold harmless the Buyer against third party claims for infringement of such Intellectual Property Rights. 16.2. For the avoidance of doubt, the Buyer understands and agrees that such licence does not include any right to modify the Technical Specifications, Basic Design or Bess Equipment Design nor to sell sublicense, licence, rent, assign, transfer, deploy or otherwise make available the Technical Specifications, Basic Design and Bess Equipment Design, in whole or in part, to any third party except as specifically set forth in this Agreement. Also, the Buyer understands and agrees that such licence does not include any right to reverse engineer, decompile or disassemble the Technical Specifications, Basic Design and Bess Equipment Design or reduce to source code form. 16.3. Notwithstanding any provisions of this Agreement to the contrary, the Buyer shall indemnify the Supplier against and hold the Supplier harmless from any loss the Supplier may suffer as a consequence of the Technical Specifications, Basic Design or Bess Equipment Design being used by the Buyer or third party authorised under this Agreement for a use other than the construction, maintenance, operation and repair of the Works. 17. CONFIDENTIALITY 17.1. Each of the Parties shall keep confidential the terms of this Agreement and any confidential information that it may acquire in relation to the business or affairs of the other Party hereunder during the execution of this Agreement and until the end of the Defects Liability Period. 17.2. Each of the Parties shall not divulge such confidential information to any person (except to such Party’s and its Affiliates’ own employees and sub-contractors or otherwise as necessary for such Party to fulfil its obligations under this Agreement, to its legal and other professional advisers, to its current and potential shareholders and lenders of the Storage Power Plant on a need-to-know basis, to regulatory authorities, and as required by law or court of competent jurisdiction) without the other Party’s prior written consent. 17.3. The Parties shall have no obligation with respect to any such documentation or information which: (i) is or becomes publicly known through no act of the receiving Party; (ii) is approved for release by written authorization of the disclosing Party; (iii) is required to be disclosed by the receiving Party pursuant to a legal process being understood that the receiving Party shall inform the disclosing Party within ten (10) Business Days as from such disclosure; (iv) has been rightfully furnished to the


 
26 receiving Party without any restriction on use or disclosure and not in violation of the rights of the other Party; or (v) which is required to be disclosed to persons professionally engaged by a Party on a need to-know-basis, provided such persons shall be required by such Party to undertake to keep such information confidential and provided further that such Party shall be liable for the compliance with such undertaking. 17.4. All public announcements in relation to the Works or the existence of this Contract shall be discussed in advance and agreed between the Parties. However, any public information requirement imposed on either of the Parties as a consequence of any listing on a recognised stock exchange shall not be covered by the foregoing restrictions. 17.5. The Parties must conform to the current applicable privacy laws and regulations, including the rules on the processing of personal data. 18. ASSIGNMENT None of the Parties may assign, transmit, contribute or otherwise transfer all or any part of the rights and obligations resulting for them from this Agreement without the prior, express written consent of the other Party. 19. INSURANCES 19.1. Insurance taken out by the Supplier The Supplier represents that it has taken out, and undertakes to maintain from the Execution Date to the dates specified in Annex 13, the insurance policies set out in Annex 13 with limits no lower than those set out in Annex 13. 19.2. Insurance taken out by the Buyer The Buyer undertakes to take out within thirty (30) days of the Execution Date and to maintain thereafter the insurance policies as set out in Annex 14 with limits no lower than those set out in Annex 14 and to appoint the Supplier as insured party. 20. MISCELLANEOUS 20.1. Severability The provisions contained in each Article of this Agreement shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid. 20.2. Waivers No failure or delay by any Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy. 20.3. Entire Agreement The terms and conditions set forth herein, together with those set forth on all annexes attached, constitute the complete statement of the agreement between the Buyer and the Supplier relating to the subject matter hereof. No prior statement or correspondence shall modify or affect the terms and conditions hereof. Prior representations, promises, warranties or statements by Supplier or Buyer, or by any agent or employee of the


 
27 Supplier or the Buyer, that differ in any way from the terms and conditions hereof shall be given no effect. 20.4. Amendment This Agreement may be modified or amended only by an instrument in writing signed and duly executed by authorized officers of the Parties. 20.5. Good faith The Parties undertake to act fairly and in good faith in relation to the performance and implementation of this Agreement. 20.6. Notifications Unless otherwise specified in other sections of this Agreement, any material notice or communication required to be delivered to either Party pursuant to or in connection with this Agreement shall be given by registered mail with advice of delivery (with copy in pdf version in advance by email) to the addresses set forth below: 20.6.1. Buyer: Ergo Mining Proprietary Limited Address: Constantia Office Park, Vlakhaas Avenue, Cnr Hendrik Potgieter Road and 14th Avenue, Weltevreden Park, Roodepoort Attention: [REDACTED] Email: [REDACTED] 20.6.2. Supplier: NIDEC ASI SA Address : 5, Rue Marc Seguin – ZI du Buisson 42230 Roche-la-Molière Telephone: [REDACTED] Attention: [REDACTED] Email: [REDACTED] 21. APPLICABLE LAW This Agreement and all matters arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of England and Wales. 22. DISPUTE RESOLUTION 22.1. Amicable Settlement 22.1.1. Where any disagreement, dispute or deadlock arises, between the Parties, both Parties shall attempt to resolve this amicably before the commencement of arbitration, per the mechanism set out below. 22.1.2. Any disagreement, dispute, or deadlock between the Parties may, at the instance of either Party, be referred to a panel comprising the chief executive officer (or equivalent) of each of the Parties (the ″Senior Panel″) for resolution. Any such referral by a Party to the Senior Panel shall be by


 
28 notice in writing signed by the appropriate representative of the Party concerned (the Buyer’s representative if referred by the Buyer, the Supplier’s representative if referred by the Supplier) and shall be accompanied by a detailed description, background and analysis in writing of the matter being referred for resolution by the Senior Panel. 22.1.3. Either Party’s representative on the Senior Panel may call for the submission of additional information by either Party’s appropriate representative, for the purposes of facilitating the Senior Panel’s full understanding of the disagreement, dispute, or deadlock. 22.1.4. The Senior Panel shall meet and attempt in good faith to resolve the matter in question within ten (10) days of the matter being referred to the Senior Panel, or within such further period as the Senior Panel members may agree upon in writing. 22.1.5. If the Senior Panel resolves the matter in question within the ten (10) day period referred to in Article 22.1.4 (or such longer period for resolution as the Senior Panel members may agree upon in writing), such agreement shall be recorded in writing and signed by both members of the Senior Panel, and shall be binding on the Parties. 22.1.6. If the Senior Panel is not able to resolve the matter in question within the ten (10) day period referred to in Article 22.1.4 (or such longer period for resolution as the Senior Panel members may agree upon in writing), either Party may then refer such matter for resolution as provided for in Article 22.2 or to arbitration as provided for in Article 22.3. If the non- referring Party objects to the matter being referred to resolution as provided for in Article 22.2, which it must do within seven (7) days, then the default shall be for the matter to be referred to arbitration as provided for in Article 22.3. 22.1.7. All of the processes undertaken under this Article 22.1 shall be on a “without prejudice” basis, the Parties recognizing that any referral to the Senior Panel, the information considered by it, and its deliberations, are not in the nature of legal pleadings, submissions, evidence, or proceedings. 22.2. Fast Track Dispute Resolution 22.2.1. If a Party refers a dispute to resolution as provided for in this Article 22.2 and the other Party does not object to this referral within the seven (7) days referred to in Article 22.2.2 then the dispute shall be referred for resolution by an Independent Expert and Articles 22.2.1 to 22.2.11 will apply. If the non-referring Party does object to the referral to resolution as provided for in this Article 22.2, then the dispute must be referred to arbitration as provided for in Article 22.3. 22.2.2. The Parties must meet within seven (7) days of referral under Article 22.2.1 of the dispute to determination by an independent expert and endeavour to agree upon a single expert (who will be independent of the Parties and must have qualifications and experience appropriate to the matter in dispute) to whom the matter will be referred for determination (the ″Independent Expert″). 22.2.3. If within fourteen (14) days of referral of the dispute for determination by an Independent Expert under Article 22.2.1, the Parties have not met or fail to agree upon the appointment of an Independent Expert, either Party may refer to dispute to arbitration as provided for in Article 22.3.


 
29 22.2.4. Within five (5) days after a dispute has been referred by either Party to the appropriate Independent Expert, the Independent Expert shall require the Parties to submit in writing their respective arguments. The Independent Expert shall, in his/her absolute discretion, consider whether a hearing is necessary in order to resolve the dispute. 22.2.5. It shall be entirely within the power and competence of the Independent Expert to decide upon any matters related to the proper preparation of the dispute for hearing and in that regard the Independent Expert shall direct the Parties accordingly. 22.2.6. The Independent Expert shall set the date for the hearing, choose the venue (which must be a venue in London, United Kingdom) for the hearing and determine all matters regarding any aspect of the hearing. Moreover, the Independent Expert can decide whether at the hearing the Parties are to give oral evidence or confine themselves to presenting their cases in writing or by some other appropriate procedure. In this regard, the Independent Expert must be guided by considerations of fairness, the cost-effective resolution of the dispute, and the need to resolve the dispute quickly. 22.2.7. The Independent Expert shall provide both Parties with his/her written decision on the dispute, within fifteen (15) days of the hearing (or such other period as the Parties may agree in writing after the hearing). The Independent Expert shall give his/her reasons for the award. 22.2.8. Any process or determination by the Independent Expert will be made as an expert and not as an arbitrator. The determination of the Independent Expert shall be final and binding on the Parties save and except for the existence of a manifest error in the process of determination or the determination itself or in the event of fraud or misconduct by the Independent Expert. 22.2.9. Each Party must bear its own costs of and incidental to, any determination under this Article 22.2. 22.2.10. The costs of the Independent Expert will be borne and paid by the Parties in equal shares unless the Independent Expert determines otherwise. 22.2.11. The proceedings shall be confidential and all information, data or documentation disclosed or delivered by either Party to the Independent Expert in consequence of or in connection with his/her appointment as Independent Expert shall be treated as confidential. 22.3. Arbitration 22.3.1. If a dispute is referred to arbitration in accordance with the provisions of Article 22 (Dispute Resolution) then unless otherwise agreed in writing by both Parties: 22.3.1.1. the dispute shall be finally settled under the rules of arbitration of the London Court of International Arbitration (the ″LCIA Rules″); 22.3.1.2. the dispute shall be settled by three (3) arbitrators appointed in accordance with the LCIA Rules; and 22.3.1.3. the arbitration shall be conducted in London, United Kingdom, in English.


 
30 22.3.2. The arbitrator shall have full power to open up, review and revise any certificate, determination, instruction, opinion or valuation of each of the Parties, and any decision of the Senior Panel, relevant to the dispute. 22.3.3. Arbitration may be commenced prior to, during or after completion of the Works. 22.3.4. The agreement to commence dispute resolution proceedings pursuant to this Agreement shall not bar either Party from seeking urgent relief in an appropriate forum. 23. TRADE AND EXPORT COMPLIANCE 23.1. The Agreement and the fulfilment of any contractual obligations are subject to all currently applicable import, export control, trade compliance and sanctions laws, regulations, orders and requirements. 23.2. In case any import, export control, trade compliance sanctions laws, laws, regulations, orders or requirements, including any change in any applicable laws, regulations, orders or requirements or change in interpretation by any competent authorities/custom as well as the situation where the goods are blocked by the competent customs authority due to a “catchall” approach as well as the situation where the Supplier should fail to receive any necessary or advisable licenses, authorisations or approvals or such licenses, authorisations or approvals are denied or revoked (hereinafter ″Sanctions″): 23.2.1. prohibits or prevents the Supplier from fulfilling the Agreement; or 23.2.2. expose the Supplier (or its direct or indirect shareholders or any of its affiliates) to a risk of liability under such Sanctions; or 23.2.3. in case any specific contractual performance by the Supplier is prevented by Sanctions, the Supplier is entitled to terminate the Agreement, unilaterally out of court, by sending the Buyer a written notice and the Supplier shall be relieved, with no liability, from all Agreement obligations, with the right to receive all the remaining payments due until termination date as well as to keep the payments which have already been carried out. 24. ETHICS 24.1. The Buyer declares to have read and understood the "Code of Ethics", the "General Principles of the Organization, Management and Control Model", the " Anti-bribery Policy" and the "ISO 37001" document, which can be downloaded from the following area of the website: https://www.nidec-industrial.com/it/compliance/. 24.2. The Buyer undertakes to refrain from any behaviour that may be in contrast with the principles outlined herein and to comply with current legislation on the administrative liability of legal persons. 24.3. Alleged violations, perpetrated by internal staff, collaborators and business partners, referring to the previous aspects, can be reported through the dedicated channel: nidec_hotline_europe@nidec.com.


 
31 The Buyer The Supplier Ergo Mining Proprietary Limited NIDEC ASI SA By: By: Duly authorised for the purpose hereof Duly authorised for the purpose hereof


 
/ / 1 Annex 1: Technical Specifications [REDACTED]


 
1 2 3 4 5 6 7 8 9 10 11 12 13 M1 M2 M3 M4 M5 M6 M7 M8 M9 M10 Mil M12 M13 Contractual date NTP Engineering Basic engineering I I Detailed engineering 4 Purchasing and manufacturing Battery batch 1 I port 4 FOB Shangai Battery batch 2 1(0B Shangai port 4 Battery batch 3 I port 4 FOB Shangai PCS I Last PCS delivered in factory 4 I Cooling system Last PCS delivered in factory I I 20ft container Last container unit delivered in factory I Factory Test BESS Container 1 to 8 ,I D. BESS Container 9 to 16 i4 Di BESS Container 17 to 24 ,i. .... BESS Container 25 to 32 iip iD BESS Container 33 to 42 4mi.imDi Transport FOB Marseille port BESS Container 1 to 8 4...■•• FOB Marseille port BESS Container 9 to 16 4 .1F0B Marseille port BESS Container 17 to 24 *Now. FOB Marseille port BESS Container 25 to 32 port FOB Marseille BESS Container 33 to 42 FOB Marseille port


 
/ / 1 Annex 3: Scope of Work (Matrix of Responsibility) [REDACTED]


 
Annex 4 Nidec List of Main Suppliers BATTERY Envision PCS NIDEC ASI PMS & SCADA BESS NIDEC ASI 1 of 1 Nidec -All for dreams


 
/ / 1 Annex 5: Buyer’s documentation [REDACTED]


 
Annex 6 List of test for commissioning The BESS will be commissioned in 5 distinct steps according to the Annex 2. The Table Below should be applicable for each Step 1 to 5: No. Criteria Complete Comments 1 preliminary checks before switching on auxiliary and power supplies 2 Switch on 400V auxiliary power 3 commissioning of auxiliary equipment - auxiliary voltage distribution - remote 10 checking - Safe 10 checking - Main AC and DC breakers test 4 commissioning of HVAC 5 switching on 22kV power supply 6 commissioning of PCS 7 Functional test - Start/ stop sequence - Emergency stop - charge and discharge power - measurement control - SCADA control 8 Performance tests - charge and discharge test at nominal power - usable capacity test - round trip efficiency test - daily cycle test with PV, grid and load Signature of Supplier representative: Name of Supplier representative : Signature of Buyer representative: Name of Buyer representative


 
Performance tests with all BESS containers in operation No. Criteria Complete Comments 1 charge and discharge test at nominal power 2 daily cycle test with PV, grid and load 3 black start test (feasibility to be agreed between the Parties during detailed design) 4 Islanding mode test 5 Switching from grid to islanding mode 6 Switching islanding mod to grid Signature of Supplier representative: Name of Supplier representative : Signature of Buyer representative: Name of Buyer representative


 
Annex 7 - Form of Commissioning Notice Page 1/2 Annex 7 - Form of Commissioning Certificate


 
■ Project characteristics : PROJECT NAME NAME OF BUYER NAME OF SUPPLIER CONTRACT No. WORKS (OR SECTION OF WORKS) NOTICE DATE _/_/ ■ Criteria for approval of Commissioning Completion : Criteria Check Comments Power Conversion System commissioning Batteries commissioning Power Management System commissioning BESS Scada commissioning Punch list had been submitted by Buyer and accepted by the Supplier ■ Owner validation : Buyer Representaive declares that the criteria described above have been completed and that the Commissioning is validated. Executed _/ _/201_ (dd/mm/yyyy) in two original copies, one of which shall be retained by Buyer Representative and the other submitted to supplier. Counter-signature of Buyer Representative Name of Buyer Representative : Seal Signature of Supplier Name of Supplier: Seal Attached :Comissionning Punch list Annex 7 - Form of Commissioning Notice Page 2 / 2


 








Annex 9 Parent Company Guarantee This deed is dated 31 May 2023 and is entered into between: I. Nidec ASI SA, a company incorporated under the laws of France with its business address at 5, Rue Marc Seguin – ZI du Buisson, herein represented by Franck Girard in his capacity as Chairman, as beneficiary (the “Beneficiary”); and II. DRDGOLD Limited, a company incorporated under the laws of South Africa and having its registered office in Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House Building 17, Ground Floor, Weltevreden Park, 1709, herein represented by Mr. AJ Davel in his capacity as Chief Financial Officer and Mr. DJ Pretorius in his capacity as Chief Executive Officer, as guarantor (the “Parent Company”). 1. BACKGROUND (a) The Parent Company is the majority shareholder of Ergo Mining Proprietary Limited with registered office in Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House Building 17, Ground Floor, Weltevreden Park,1709, (hereinafter the “Company”). (b) The Company entered into a contract for the Engineering, Procurement, Supply and Commissioning of BESS Equipment related to a Storage Power Plant located in DRD Mine, South Africa, dated 11 May 2023, with the Beneficiary (hereinafter the “Contract”); (c) Parent Company is ready to guarantee the payments due to you by the Company according to the Contract; 2. GUARANTEE AND INDEMNITY (a) The Parent Company hereby guarantees the due and punctual performance by the Company of all the Company's duties and obligations under the Contract in favour of the Beneficiary, subject to the following terms and conditions. (b) In case of Company liability for non-fulfilment of Contract payments obligations, upon first written request of Beneficiary specifying the failure and including a copy of Beneficiary’s prior notification to the Company, the undersigned Parent Company is hereby obliged, directly towards Beneficiary, to pay the requested amounts within 7 business days from its request. (c) The maximum aggregate liability of the Parent Company, according to this deed, is the amount of equivalent to the Contract Price of Euro 62 542 540. Notwithstanding anything in this deed to the contrary, the Parent Company shall be entitled to raise the equivalent rights in defence of liability as the Company would have against the Beneficiary. (d) This deed shall be valid from the date of its signing and expire on full payment of the Contract Price by Ergo Mining Proprietary Limited in accordance with the Contract.


 
3. CONTINUED VALIDITY OF GUARANTEE AND INDEMNITY (a) The Contract may be modified, amended or supplemented in any way without the Parent Company's consent. Subject to the limitation in Clause 2(c) above, the Parent Company's liability under this deed (which includes the Company's duties, obligations and liabilities under the Contract as modified, amended or supplemented) shall not be released, reduced or adversely affected by any such modification, amendment or supplement. (b) The Parent Company's liability under this deed shall not be released, reduced or adversely affected by: (i) any invalidity, avoidance or termination of the Contract; (ii) any waiver, concession, allowance, compromise or forbearance whether as to payment, time, performance or otherwise given to, or made with, the Company and the terms of this deed shall apply to the terms of any such compromise as they apply to the Contract; or (iii) any other act, event, omission or circumstance that, but for this provision, might operate to exonerate the Parent Company. 4. COST AND EXPENSES All costs and burdens in connection with this deed shall be sustained by the undersigned Parent Company. 5. NOTICES Any notice to be given under this deed shall be in writing and should be sent by registered mail with return receipt, following pdf transmission by email, at the following addresses or any other address subsequently indicated in writing by each of the parties to the others: to the Parent Company: DRDGOLD Limited Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House Building 17, Ground Floor, Weltevreden Park, 1709 For the attention of: [REDACTED] Tel.: [REDACTED] E-mail: [REDACTED] to the Beneficiary: NIDEC ASI SA ZI du Buisson - 5 Rue Marc Seguin, 42230 Roche-la-Molière - France For the attention of: [REDACTED] Tel.: [REDACTED] E-mail: [REDACTED] 6. GOVERNING LAW AND JURISDICTION (a) This deed (including non-contractual disputes or claims arising out of or in connection with this deed) shall be governed by and construed in accordance with the laws of England and Wales. (b) For any dispute arising out of or in connection with this deed, its implementation, interpretation, termination or enforcement, clause 22.3 of the Contract shall apply.


 
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. Executed as deed by DRDGOLD Limited acting by Mr. AJ Davel in his capacity as Chief Financial Officer and Mr. DJ Pretorius in his capacity as Chief Executive Officer ………………..................................... AJ Davel Chief Financial Officer …………....................................……. DJ Pretorius Chief Executive Officer Executed as deed by NIDEC ASI SA acting by Franck Girard in his capacity as Chairman ………………..................................... Franck Girard Chairman


 
Annex 10 Group Enabling Works Checklist The BESS will be installed in 5 distinct steps according to the Annex 2. The Table Below should be applicable for each Step: No. Criteria Complete Comments 1 All BESS Equipment and Components are present on site. 2 All BESS Civil Works executed 3 All BESS Component including Switchgear, transformers, BESS containers, heat exchangers are correctly installed and connected. 4 Control cubicle correctly installed and connected including • PMS • SCADA Rack • UPS • All RJ45 Cables connections • AIIOptical Fiber connections • Thin Client with monitor connected to the SCADA cubicle and powered by a 220V supply 5 All pipes for cooling system are connected and filled 6 All MV/LV and communication cables between BESS Component are correctly connected and tested. 7 All MV/LV and communication cables between BESS Component and other relevant equipment (not under Nidec Scope or control) are correctly connected and Tested 8 All BESS auxiliaries ready for energization 9 The fire and extinguishing system is in place and ready for testing 10 - All Batteries modules are correctly mounted and connected in the BESS containers under Nidec Supervision. 11 All IT devices and PLC for PV and Grid are operation and ready 12 Remote internet connection available and operational. Signature of Supplier representative: Name of Supplier representative : Signature of Buyer representative: Name of Buyer representative


 
Chairman of the Supervisory Board:Torsten Leue Board of Management: Dr.Edgar Puls (Chairman), Ralph Beutter, Dr. Mukadder Erdönmez, Dr.Christian Hermelingmeier, David Hullin, Dr. Thomas Kuhnt, Claire McDonald Annex 13: Supplier Insurance Policy Certificate HDI Global SE Tour Trinity 1 bis Place de la Defense - CS 20298 92035 Paris La Defense Cedex 478 913 882 RCS Nanterre HDI INSURANCE CERTIFICATE We hereby undersigned HDI Global SE, Tour Trinity - 1 bis Place de la Defense - 92035 Paris La Defense Cedex, certify that the company: NIDEC ASI RUE DE LA POUDRIERE 42230 ROCHE-LA-MOLIERE is insured under the Liability Policy number 76538510-30013 for the consequences which might result from the damages caused to third parties arising from its covered activities. The coverage applies up to the following amounts: COVERAGE LIMITS PUBLIC LIABILITY (per claim, except otherwise stipulated) Combined single limit for bodily injury, property damage, consequential and non-consequential loss 20,000,000 EUR Including the following sublimits : - Gross negligence/occupational diseases (in the aggregate) French coverage only 3,000,000 EUR - Sudden and accidental pollution (in the aggregate) 1,000,000 EUR - Property damage and consequential loss 8,000,000 EUR - Goods in care, custody and control 1,000,000 EUR Increased to 4,200,000 EUR only for Renault and NW contracts - Financial loss 1,000,000 EUR PRODUCT LIABILITY (per claim and in the aggregate) Combined single limit for bodily injury, property damage, consequential and non-consequential loss 8,000,000 EUR Including the following sublimits : - Financial loss including Third Party Recall and Third Party Removal and Replacement Costs 1,500,000 EUR - Recall costs incurred by the insured 500,000 EUR - Removal and Replacement Costs incurred by the Insured 500,000 EUR - Professional Liability 1,000,000 EUR - Bodily Injury, Property Damage and consequential loss occurring in the Unites States or in Canada includin·g : - Consequential Loss on "Loss of Use" base 2,000,000 EUR 200,000 EUR These limits include defence costs and expenses. It is specified that amounts mentioned above represent the maximum commitment of the insurer regardless of the number of insured's, claims-made, "suits" brought or persons or organizations making claims or bringing "suits". The present certificate is issued as a matter of information only and confers no rights upon the certificate holder. It does not amend, extend or alter the coverage afforded by the above original policy. HDI Global SE HDI-Platz1,30659 Hannover, Germany www.hdi.global Handelsregister: Registered office Hannover HR Hannover B 60320 VAT registration ID DE 219828782


 
HDI This insurance certificate is not valid for risks located in any foreign countries where local legislation requires that such insurance should only be purchased from approved insurers operating in the country in which the risk is located. This certificate is valid for the period of insurance from 10 May 2023 to 31 March 2024 both dates inclusive and shall not bind the Insurance Company beyond the terms, limits and sublimits of the above mentioned policy. Paris, 10 May 2023- FD/CH HDI Global SE HDI-Platz1, 30659 Hannover, Germany www.hdi.global Handelsregister: Registered office Hannover HR Hannover B 60320 VAT registrationID DE 219828782 Chairman of the Supervisory Board: Torsten Leue Board of Management: Dr. Edgar Puls (Chairman), Ralph Beutter Dr. Mukadder Erdönmez, Dr.Christian Hermelingmeier, David Hullin, Dr. Thomas Kuhnt, Claire McDonald


 
Annex 14 Buyer Insurance Policy Certificate Insurance Worker's Compensation and Employer's Liability. Worker's Compensation insurance that shall conform to the Applicable laws.. The Worker's Compensation policy will be primary insurance and noncontributing with respect t o Buyer and subcontractor employees directly engaged in performance of work on the Site. All Risk Buyer will be liable for its own construction insurance coverage. Purchaser will provide a copy of its valid insurance certificate Cargo in Transit Insurance Cargo insurance in an All-Risk basis for the transport of the project goods insurance attaching from the moment of transfer of risk in accordance with the FOB Incoterms 2020, of Delivery being in force during until the arrival to the project site. Third Party Liability Commercial General Liability insurance (excluding Automobile Liability) providing bodily injury, personal injury, and property damage liability coverage, subject to a combined single limit of XXXXXXXXXXX_per occurrence. The coverage will include Blanket Contractual, Products and Completed Operations including Broad Form Property Damage and will have no XCU exclusions. Completion Liability On and after the completion or waiver of the Performance Tests, Buyer will carry insurance with such coverages and in such amounts as are customarily carried by responsible Purchasers and operators of an electric power generation plant. Page 1 of 1


 
Annex 15: Form of Advance Payment Bond DOWN PAYMENT GUARANTEE Guarantee n° We undersigned, SOCIETE GENERALE, a corporation with a capital of Euros, registered under number 552 120 222 RCS Paris, with registered office located at 29, boulevard Haussmann 75009 Paris, duly represented by_, acting in its capacity as_ ("Guarantor"), have been informed of the contract n° concluded on between our customer with registered office located at (« the Instructing Party ») and with registered office located at (« the Beneficiary») relative to for a total value of ( ). According to the stipulations of this contract, the Beneficiary has to pay to the Instructing Party a down payment of % on the total contract value, against submission of a down payment guarantee of same amount. In consideration of the above, we hereby irrevocably and unconditionally undertake, as Guarantor, to pay to the Beneficiary, all sums which the Beneficiary may be entitled to claim upon presentation of a complying demand, in the form for presentation indicated below, for a maximum amount of ( ), including all interests, fees and any other charges. We undertake to make such payment, within five business days upon the Beneficiary's first complying demand, without being entitled to raise any objection for any reason whatsoever. The Beneficiary's demand shall include: • A statement in which it indicates that the amount of_ corresponding to the amount of the down payment as stated in the contract, was paid to the Instructing Party on [date] _ on his account n°_ open with_; • And a statement in which it indicates the obligations not fulfilled by the Instructing Party under the above mentioned contract and as a consequence the payment of the claimed amount is due and payable as a result of this guarantee. This demand must be addressed to SOCIETE GENERALE (GTPSIGPS/OPEITRAIGAR Immeuble Cristallia - 189, rue d'Aubervilliers - 75886 Paris Cedex 18 France) either by a registered mail or any other express service mail: • Either by the Beneficiary, with in parallel the issuance by a first rate bank of a SWIFT message confirming the validity of the signatures (addressed to the attention of International Guarantees Dept. SWIFT: SOGEFRPP); • Or by a first rate bank acting on behalf of the Beneficiary. This bank must also confirm the validity of the signatures.


 
Any other Beneficiary's request must be made according to the same sending formalities. The maximum amount payable under this guarantee shall be reduced by the amount of any payment made according to a complying demand in respect thereof; if the maximum amount payable under this guarantee is reached by total payment or by partials successive payments, the guarantee shall automatically terminate. In any case, this guarantee is valid until ; any demand received after such date, shall be null and void.· The guarantee shall automatically terminate if: • the Instructing Party, the Beneficiary or any other person, entity, organization involved in the guarantee or in the contract and/or, • the goods or services specified in the contract, is submitted to an international sanction adopted by the European Union, the United Nations and/or the OFAC. In all the above mentioned termination cases, the guarantee will be terminated whether the original of this guarantee is returned to us or not. If the expiry date of this guarantee falls on a day that is not a business day in Paris, the expiry date is extended to the first following business day. This guarantee is governed by ICC Uniform Rules for Demand Guarantees in force, Publication 758 and by French law. Any dispute arising out of or in connection with the validity, interpretation or performance of this guarantee shall be submitted to the Paris Commercial Court with exclusive jurisdiction. Executed in Paris, on


 
Annex 16: Form of Warranty Bond WARRANTY BOND Guarantee n° We undersigned, SOCIETE GENERALE, a corporation with a capital of EUR, registered under number 552 120 222 RCS Paris, with registered office located at 29, boulevard Haussmann 75009 Paris, duly represented by_, acting in its capacity as_ ("Guarantor"), have been informed of the contract n° concluded on between our customer with registered office located at (« the Instructing Party») and with registered office located at (« the Beneficiary ») relative to for a total value of ( ). According to the stipulations of this contract, the Beneficiary has to pay to the Instructing Party % on the total contract value against submission of a banking guarantee of same amount. In consideration of the above, we hereby irrevocably and unconditionally undertake, as Guarantor, to pay to the Beneficiary, all sums which the Beneficiary may be entitled to claim upon presentation of a complying demand, in the form for presentation indicated below, for a maximum amount of (),including all interests, fees and any other charges. We undertake to make such payment, within five business days upon the Beneficiary's first complying demand, without being entitled to raise any objection for any reason whatsoever. The Beneficiary's demand shall include: • A statement in which it indicates that the amount of_ corresponding to the amount of the retention money as stated in the contract, was paid to the Instructing Party on [date]_ on his account n°_ opened with_; • And a statement in which it indicates the obligations not fulfilled by the Instructing Party under the above mentioned contract and as a consequence the payment of the claimed amount is due and payable as a result of this guarantee. This demand must be addressed to SOCIETE GENERALE (GTPSIGPSIOPEITRAIGAR Immeuble Cristallia - 189, rue d'Aubervilliers - 75886 Paris Cedex 18 France) either by a registered mail or any other express service mail: • Either by the Beneficiary, with in parallel the issuance by a first rate bank of a SWIFT message confirming the validity of the signatures (addressed to the attention of International Guarantees Dept. SWIFT: SOGEFRPP); • Or by a first rate bank acting on behalf of the Beneficiary. This bank must also confirm the validity of the signatures.


 
7 Any other Beneficiary's request must be made according to the same sending formalities. The maximum amount payable under this guarantee shall be reduced by the amount of any payment made according to a complying demand in respect thereof; if the maximum amount payable under this guarantee is reached by total payment or by partials successive payments, the guarantee shall automatically terminate. In any case, this guarantee is valid until; any demand received after such date, shall be null and void. The guarantee shall automatically terminate if: • the Instructing Party, the Beneficiary or any other person, entity, organization involved in the guarantee or in the contract and/or, • the goods or services specified in the contract, is submitted to an international sanction adopted by the European Union, the United Nations and/or the OFAC. In all the above mentioned termination cases, the guarantee will be terminated whether the original of this guarantee is returned to us or not. If the expiry date of this guarantee falls on a day that is not a business day in Paris, the expiry date is extended to the first following business day. This guarantee is governed by ICC Uniform Rules for Demand Guarantees in force, Publication 758 and by French law. Any dispute arising out of or in connection with the validity, interpretation or performance of this guarantee shall be submitted to the Paris Commercial Court with exclusive jurisdiction. Executed in Paris, on


 
EX-8.1 4 exhibit81.htm EX-8.1 Document


Exhibit 8.1
LIST OF MAIN SUBSIDIARIES AS AT JUNE 30, 2023

SUBSIDIARY NAME JURISDICTION OF INCORPORATION AND RESIDENCE PROPORTION OF OWNERSHIP INTEREST AND VOTING INTEREST
Ergo Mining Operations Proprietary Limited South Africa 100  %
Crown Gold Recoveries Proprietary Limited South Africa 100  %
East Rand Proprietary Mines Limited South Africa 100  %
Ergo Mining Proprietary Limited South Africa 100  %
Far West Gold Recoveries Proprietary Limited South Africa 100  %

EX-12.1 5 exhibit121.htm EX-12.1 Document

Exhibit 12.1
CERTIFICATION

I, Daniel Johannes Pretorius, certify that:

1)    I have reviewed this Annual Report on Form 20-F of DRDGOLD 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 Company as of, and for, the periods presented in this Annual Report.

4)    The Company's 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, 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)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

d)    Disclosed in this Annual Report any change in the Company's internal control over financial reporting that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's 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 Company's internal control over financial reporting.

Date:    October 30, 2023

/s/ Daniel Johannes Pretorius
Daniel Johannes Pretorius
Chief Executive Officer

EX-12.2 6 exhibit122.htm EX-12.2 Document

Exhibit 12.2
CERTIFICATION

I, Adriaan Jacobus Davel, certify that:

1)    I have reviewed this Annual Report on Form 20-F of DRDGOLD 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 Company as of, and for, the periods presented in this Annual Report.

4)    The Company's 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, 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)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

d)    Disclosed in this Annual Report any change in the Company's internal control over financial reporting that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's 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 Company's internal control over financial reporting.

Date:    October 30, 2023

/s/ Adriaan Jacobus Davel
Adriaan Jacobus Davel
Chief Financial Officer

EX-13.1 7 exhibit131.htm EX-13.1 Document

    Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report on Form 20-F of DRDGOLD Limited (the "Company") for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Daniel Johannes Pretorius, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002, that, to the best of his knowledge:
(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 results of operations of the Company.

/s/ Daniel Johannes Pretorius
By:    Daniel Johannes Pretorius
Title:    Chief Executive Officer
Date:    October 30, 2023




EX-13.3 8 exhibit132.htm EX-13.3 Document

    Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report on Form 20-F of DRDGOLD Limited (the "Company") for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Adriaan Jacobus Davel, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002, that, to the best of his knowledge:
(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 results of operations of the Company.

/s/ Adriaan Jacobus Davel
By:    Adriaan Jacobus Davel
Title:    Chief Financial Officer
Date:    October 30, 2023



EX-96.1 9 fwgrtrs1330-30oct2023.htm EX-96.1 fwgrtrs1330-30oct2023
MINERAL INDUSTRY ADVISORY Sound Mining International Limited Directorate: Vaughn Glenn Duke, Jonathan Karsten Sound Mining House, 2A Fifth Avenue, Rivonia 2128, South Africa | Tel: +23 (0) 11 234 7152 | Reg no: 2007/020184/07 soundmining.co.za TECHNICAL REPORT SUMMARY FAR WEST GOLD RECOVERIES (PROPRIETARY) LIMITED Prepared for: Far West Gold Recoveries (Proprietary) Limited Cycad House, Building 17 Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Weltevredenpark, 1709 Document No.: PR/SMI/1330/23 Effective date: 30 June 2023 Document date: 30 October 2023 Exhibit 96.1


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 2 Table of Contents 1. Executive Summary ............................................................................................................................................................. 7 1.1. Introduction ............................................................................................................................................................ 7 1.2. History .................................................................................................................................................................. 10 1.3. Geological Setting ................................................................................................................................................ 11 1.4. Exploration ........................................................................................................................................................... 14 1.5. Metallurgical Testing ............................................................................................................................................ 15 1.6. Mineral Resource Estimation ............................................................................................................................... 15 1.7. Mineral Reserve Estimates .................................................................................................................................. 16 1.8. Mine Design and Mine Plan ................................................................................................................................. 16 1.9. Process and Recovery Methods........................................................................................................................... 18 1.10. Infrastructure ........................................................................................................................................................ 19 1.11. Market Studies ..................................................................................................................................................... 21 1.12. Environmental Permitting and Liability ................................................................................................................. 21 1.13. Capital Expenditure and Operating Costs ............................................................................................................ 22 1.14. Economic Assessment ......................................................................................................................................... 23 1.15. Concluding Comments ......................................................................................................................................... 26 2. Introduction ........................................................................................................................................................................ 28 2.1. Corporate Structure and Compliance ................................................................................................................... 28 2.2. Purpose and Terms of Reference ........................................................................................................................ 29 2.3. Qualified Persons Declaration and Qualifications ................................................................................................ 29 2.4. Units, Currencies and Survey Coordinate System ............................................................................................... 30 2.5. Political and Economic Climate ............................................................................................................................ 31 2.6. Minerals Industry .................................................................................................................................................. 31 3. Property Description .......................................................................................................................................................... 32 3.1. Property Location ................................................................................................................................................. 32 3.2. Legal Tenure and Permitting ................................................................................................................................ 33 3.3. Material Agreements, Access and Surface Rights ............................................................................................... 33 3.3.1. Exchange Agreement ........................................................................................................................... 33 3.3.2. Use and Access Agreement ................................................................................................................. 34 3.4. Permitting ............................................................................................................................................................. 34 3.4.1. Driefontein Operational Area ................................................................................................................ 35 3.4.2. Kloof Operational Area ......................................................................................................................... 35 3.5. Driefontein Environmental Authorization Transfer ................................................................................................ 36 3.6. Water Use Licenses ............................................................................................................................................. 36 3.7. Other Permitting Requirements ............................................................................................................................ 36 3.8. Royalties .............................................................................................................................................................. 37 3.9. Liabilities .............................................................................................................................................................. 37 3.10. Concluding Comments ......................................................................................................................................... 37 4. Accessibility, Climate, Local Resources, Infrastructure and Physiography ........................................................................ 38 5. History................................................................................................................................................................................ 42 6. Geological Setting, Mineralization and Deposit .................................................................................................................. 44 6.1. Regional Setting, Mineralization and Deposit ....................................................................................................... 44 6.2. Local Geological Setting, Deposit and Mineralization ........................................................................................... 46 6.3. Property Geology, Deposit and Mineralization ..................................................................................................... 48 7. Exploration ......................................................................................................................................................................... 50 7.1. Methods and Databases ...................................................................................................................................... 50 7.2. Geophysical Characterization .............................................................................................................................. 50 7.3. Geo-hydrological Characterization ....................................................................................................................... 50 7.4. Geotechnical Characterization ............................................................................................................................. 50 7.5. LIDAR and Surveying ........................................................................................................................................... 50 7.6. Drilling .................................................................................................................................................................. 51 7.7. Exploration Budget ............................................................................................................................................... 51 8. Sample Preparation, Analysis and Security ....................................................................................................................... 52 8.1. Sampling Method ................................................................................................................................................. 52


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 3 8.2. Sample Security ................................................................................................................................................... 52 8.3. Analytical Laboratories ......................................................................................................................................... 52 8.4. Analytical Procedures ........................................................................................................................................... 53 8.5. Quality Assurance and Quality Control (QA/QC) .................................................................................................. 53 8.6. Bulk Density ......................................................................................................................................................... 53 8.7. Concluding Comments ......................................................................................................................................... 54 9. Data Verification ................................................................................................................................................................ 55 9.1. Independent Verification ....................................................................................................................................... 55 9.2. Concluding Comments ......................................................................................................................................... 55 10. Mineral Processing and Metallurgical Testing .................................................................................................................... 56 10.1. Metallurgical Test Work ........................................................................................................................................ 56 10.2. Concluding Comments ......................................................................................................................................... 57 11. Mineral Resource Estimates .............................................................................................................................................. 58 11.1. Geological Models and Interpretation ................................................................................................................... 58 11.2. Estimation Methodology ....................................................................................................................................... 58 11.3. Mineral Resource Classification ........................................................................................................................... 59 11.4. Mineral Resource Verification .............................................................................................................................. 60 11.5. Cross-sections and Grade Distribution ................................................................................................................. 61 11.6. Reasonable and Realistic Prospects for Economic Extraction ............................................................................. 68 11.7. Mineral Resource Estimation ............................................................................................................................... 68 11.8. Additional Mineral Resources ............................................................................................................................... 69 11.9. Concluding Comments ......................................................................................................................................... 69 12. Mineral Reserve Estimates ................................................................................................................................................ 70 12.1. Risk to the Mineral Reserve Estimate .................................................................................................................. 71 13. Mining Method ................................................................................................................................................................... 73 13.1. Mining Plan and Layout ........................................................................................................................................ 75 13.2. Modifying Factors and Mining Schedule ............................................................................................................... 76 13.3. Cut-off Grade ....................................................................................................................................................... 77 13.4. Mining Contractor ................................................................................................................................................. 78 13.5. Concluding Comments ......................................................................................................................................... 78 14. Process and Recovery Methods ........................................................................................................................................ 79 14.1. Existing DP2 Processing Facility .......................................................................................................................... 79 14.2. Planned Expansion of DP2 .................................................................................................................................. 80 14.3. Concluding Comments ......................................................................................................................................... 82 15. Infrastructure ...................................................................................................................................................................... 83 15.1. Regional Tailings Storage Facility ........................................................................................................................ 83 15.1.1. The RTSF Design ................................................................................................................................. 84 15.1.2. Geotechnical, Hydrological and Geohydrological Considerations ........................................................ 89 15.1.3. Concluding Comments ......................................................................................................................... 90 15.2. Technical Studies - Water .................................................................................................................................... 91 15.2.1. Concluding Comments ......................................................................................................................... 93 15.3. Technical Studies - Power .................................................................................................................................... 93 15.3.1. Concluding Comment ........................................................................................................................... 94 15.4. Technical Studies - Pipelines and Pumping ......................................................................................................... 94 15.4.1. Concluding Comments ......................................................................................................................... 95 16. Gold Market ....................................................................................................................................................................... 96 16.1. Gold Price Trends ................................................................................................................................................ 96 16.2. Exchange Rate Forecast ...................................................................................................................................... 97 16.3. Global Demand .................................................................................................................................................... 98 16.4. Global Supply ....................................................................................................................................................... 98 16.5. Concluding Comments ......................................................................................................................................... 99 17. Environmental Studies, Permitting, or Agreements with Local Individuals or Groups ...................................................... 100 17.1. Permitting Status ................................................................................................................................................ 100 17.1.1. The National Environmental Management Act (NEMA) ...................................................................... 100 17.1.2. National Environmental Waste Management Act (NEM:WA) ............................................................. 101


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 4 17.1.3. National Water Act (NWA) .................................................................................................................. 101 17.2. Environmental Considerations ........................................................................................................................... 101 17.3. Social and Political Considerations .................................................................................................................... 102 17.3.1. Discussions with Local Individuals or Groups ..................................................................................... 103 17.4. Environmental Closure Liability Estimate ........................................................................................................... 103 17.4.1. Basis of the Closure Liability Estimate ................................................................................................ 104 17.4.2. Quantum of the Closure Liability ......................................................................................................... 104 17.5. Concluding Comments ....................................................................................................................................... 105 18. Capital and Operating Costs ............................................................................................................................................ 106 18.1. Capital Expenditure ............................................................................................................................................ 106 18.2. Operating Costs ................................................................................................................................................. 107 18.2.1. Concluding Comments ....................................................................................................................... 108 19. Economic Assessment..................................................................................................................................................... 109 19.1. Revenue Forecast .............................................................................................................................................. 109 19.2. Cashflows ........................................................................................................................................................... 110 19.3. Sensitivities ........................................................................................................................................................ 111 19.4. Concluding Comments ....................................................................................................................................... 112 20. Adjacent Properties ......................................................................................................................................................... 112 21. Other Relevant Data and Information .............................................................................................................................. 113 21.1. South African Minerals Policy and Legislative Framework ................................................................................. 113 21.2. South African Legislative Framework ................................................................................................................. 114 22. Interpretations and Conclusions ...................................................................................................................................... 117 23. Recommendations ........................................................................................................................................................... 117 24. References ...................................................................................................................................................................... 118 25. Reliance on Information Provided by the Registrant ........................................................................................................ 126 26. Qualified Persons Disclosure Consent ............................................................................................................................ 127 List of Figures Figure 1: DRDGOLD Corporate Structure .................................................................................................................................. 28 Figure 2: Location of the FWGR Operations ............................................................................................................................... 32 Figure 3: FWGR Operations ....................................................................................................................................................... 33 Figure 4: Sibanye Gold’s Mining Rights ...................................................................................................................................... 35 Figure 5: Topography of Southern Africa .................................................................................................................................... 38 Figure 6: Topography Map of FWGR .......................................................................................................................................... 39 Figure 7: Climate and Rainfall of South Africa ............................................................................................................................ 40 Figure 8: Vegetation of South Africa ........................................................................................................................................... 41 Figure 9: Regional Geological Setting of the Witwatersrand Supergroup ................................................................................... 45 Figure 10: Geology of the Witwatersrand Basin .......................................................................................................................... 46 Figure 11: Witwatersrand Supergroup Stratigraphic Section ...................................................................................................... 47 Figure 12: Property Geology ....................................................................................................................................................... 49 Figure 13: Cross-sections and Grade Distribution - Driefontein 5 TSF ....................................................................................... 62 Figure 14: Cross-sections and Grade Distribution - Driefontein 3 TSF ....................................................................................... 63 Figure 15: Cross-sections and Grade Distribution - Kloof 1 TSF ................................................................................................ 64 Figure 16: Cross-sections and Grade Distribution - Libanon TSF ............................................................................................... 65 Figure 17: Cross-sections and Grade Distribution - Venterspost North TSF............................................................................... 66 Figure 18: Cross-sections and Grade Distributions - Venterspost South TSF ............................................................................ 67 Figure 19: Mining Methodology ................................................................................................................................................... 74 Figure 20: Mining Widths ............................................................................................................................................................ 74 Figure 21: Mining Sequencing .................................................................................................................................................... 76


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 5 Figure 22: DP2 Revised Block Plan ............................................................................................................................................ 81 Figure 23: Driefontein 4 TSF Location and Infrastructure ........................................................................................................... 83 Figure 24: RTSF Layout.............................................................................................................................................................. 85 Figure 25: Drainage System Layout ........................................................................................................................................... 87 Figure 26: Water Management Infrastructure ............................................................................................................................. 88 Figure 27: Monitoring Boreholes ................................................................................................................................................. 89 Figure 28: TSF Location, Make-up Water Shafts, Processing Plants and Pipeline Layouts ....................................................... 92 List of Tables Table 1: Personal Inspection ...................................................................................................................................................... 30 Table 2: Historical Development of FWGR ................................................................................................................................. 43 Table 3: Dry Densities used by Other Re-treatment Companies for the Witwatersrand Operations ........................................... 54 Table 4: Full Diagnostic Leach Results on Un-milled Feed Samples .......................................................................................... 56 Table 5: Driefontein 5 TSF Feed Sample Assay by Size ............................................................................................................ 56 Table 6: Driefontein 3 TSF Feed Sample Assay by Size ............................................................................................................ 57 Table 7: Summary of Process Recovery Potential ...................................................................................................................... 57 Table 8: Data Interrogated per TSF ............................................................................................................................................ 60 Table 9: Variogram Parameters .................................................................................................................................................. 60 Table 10: In Situ Mineral Resource Estimate for FWGR as at 30 June 2023 ............................................................................. 68 Table 11: S-K 1300 Compliant Mineral Reserve Estimate as at 30 June 2023........................................................................... 70 Table 12: Scheduled RoM Production ........................................................................................................................................ 76 Table 13: Calculated Cut-off Grades .......................................................................................................................................... 78 Table 14: Mining Equipment Planned for each TSF ................................................................................................................... 78 Table 15: 2015 and 2023 Design Comparison ............................................................................................................................ 84 Table 16: Underground Water Sources ...................................................................................................................................... 92 Table 17: Power Requirements for FWGR Operations ............................................................................................................... 93 Table 18: Eskom Points of Delivery ............................................................................................................................................ 93 Table 19: Existing Pipeline and Pumping Infrastructure ............................................................................................................. 94 Table 20: Phase 2 Pipeline and Pumping Infrastructure ............................................................................................................. 95 Table 21: Above Ground Gold Stocks in 2022 ............................................................................................................................ 96 Table 22: Long-term Consensus Forecasts in Nominal Terms ................................................................................................... 97 Table 23: Global Gold Production ............................................................................................................................................... 99 Table 24: Environmental Legislation and the Status for the Driefontein Mining Area ............................................................... 100 Table 25: Activities for Phase 2 Requiring a Waste Management License (WML) ................................................................... 101 Table 26: Current Closure Cost Estimates for FWGR .............................................................................................................. 104 Table 27: Closure Cost Estimates from Kloof EIA and Guaranteed through Guardrisk ............................................................ 105 Table 28: Summary of Capital Expenditure .............................................................................................................................. 106 Table 29: Unit Operating Cost over LoM................................................................................................................................... 107 Table 30: Inputs to the DCF Model ........................................................................................................................................... 109 Table 31: Sensitivity of Post-tax NPV10.96 ................................................................................................................................. 111 Table 32: Sensitivity of Gold Price ............................................................................................................................................ 111 Table 33: Sensitivity of the Discount Rate ................................................................................................................................ 112 Table 34: TRS Data and Information Sources .......................................................................................................................... 118


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 6 Table 35: Glossary and Abbreviations ...................................................................................................................................... 119 Table 36: Qualified Person’s Area of Responsibility and Disclosure Consent .......................................................................... 127 List of Graphs Graph 1: LoM Production Forecast ............................................................................................................................................. 77 Graph 2: Potential LoM Production Forecast .............................................................................................................................. 77 Graph 3: Actual Production through DP2 from FY2020 to FY2023 ............................................................................................. 79 Graph 4: DP2 Recovery versus Forecast Recovery from FY2020 to FY2023 ............................................................................ 80 Graph 5: Gold Price Historical Trendline..................................................................................................................................... 96 Graph 6: Exchange Rate Historical Trendline ............................................................................................................................. 97 Graph 7: Global Gold Demand from 2013 to 2022 ..................................................................................................................... 98 Graph 8: Global Gold Supply from 2013 to 2022 ........................................................................................................................ 98 Graph 9: Capital Expenditure Forecast ..................................................................................................................................... 107 Graph 10: Operating Cost Forecast .......................................................................................................................................... 108 Graph 11: Gold Sales Forecast ................................................................................................................................................ 110 Graph 12: Post-tax Discounted Cashflows ............................................................................................................................... 110 Graph 13: Sensitivity to Expected Revenue and Costs ............................................................................................................ 111 List of Photographs Photograph 1: Monitor Gun ......................................................................................................................................................... 73 Photograph 2: Monitor Gun in Operation .................................................................................................................................... 75 List of Appendices Appendix A: Summary of the DCF Model ................................................................................................................................. 128


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 7 1. EXECUTIVE SUMMARY 1.1. Introduction DRDGOLD Limited (DRDGOLD), which has a primary listing on the Johannesburg Stock Exchange (JSE) and a secondary listing on the New York Stock Exchange (NYSE), is an established gold tailings retreatment company located in Johannesburg, South Africa. DRDGOLD’s majority owner is Sibanye Gold (Proprietary) Limited (Sibanye Gold) who holds a 50.1% share, while public ownership accounts for 49.3% and non-public ownership 0.6%. The company’s business is to profitably reclaim gold from surface Tailings Storage Facilities (TSFs) and its operations are arranged into two wholly owned entities covering their East Rand (east of Johannesburg) and far West Rand (far west of Johannesburg) businesses. The East Rand operations are run by Ergo Mining (Proprietary) Limited (Ergo) and the West Rand operations by Far West Gold Recoveries (Proprietary) Limited (FWGR). FWGR currently owns six TSFs on the West Rand between Roodepoort and Carletonville, approximately 70km south west of Johannesburg (Figure A). There are four additional TSFs which are to be transferred from Sibanye Gold to FWGR once Sibanye Gold no longer require these facilities for their operations (Available TSFs). Numerous other TSFs are potentially available in the area for future reclamation (Target TSFs). Figure A: Location of the FWGR Operations Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 8 This Technical Report Summary (TRS) was prepared by Sound Mining International SA (Proprietary) Limited (Sound Mining) for DRDGOLD as the registrant. It was compiled by qualified persons (QPs) in-line with the Securities Exchange Commission (SEC) requirements, Regulation S-K 1300. It presents the Mineral Resources and Mineral Reserves of FWGR as at 30 June 2023. The QPs have relied on information provided by FWGR with respect to legal matters (Item 3), the gold price (Item 16.1), environmental or social and labor planning aspects (Item 17) and economic assumptions (Item 19). The QPs Mrs Diana van Buren (Mineral Resources), Mr Vaughn Duke (Mineral Reserves) and Mr Keith Raine (Environmental, Social and Governance) have reviewed the exploration data base; the geological block models; the processing plant design and costing; mine plans, production scheduling, infrastructure; legal tenure, permitting, environmental and social compliance status and the latest assessment of the environmental rehabilitation liabilities required for eventual closure of the operation. The information was used to substantiate the confidence in the Mineral Resource and Mineral Reserve estimates and then incorporated into a Discounted Cashflow (DCF) Model for an economic assessment of the viability of the Mineral Reserves. The assets held by FWGR were acquired from Sibanye Gold, a subsidiary of Sibanye-Stillwater Limited (Sibanye-Stillwater), in an exchange transaction which was concluded during July 2018 in which the common law ownership of the TSFs containing the Mineral Resources and Mineral Reserves were acquired. FWGR conducts its activities inter alia in accordance with its Refining License, Integrated Environmental Approvals and the provisions of the Mine Health and Safety Act and associated regulations. A Use and Access Agreement with Sibanye Gold articulates the various rights, permits and licenses held by Sibanye Gold in terms of which FWGR operates, pending the transfer to FWGR of those that are transferable. The FWGR operations are comprised of a variety of assets (Table A), including a processing plant and land for the development of a Regional Tailings Storage Facility (RTSF) for long-term sustainability. Table A: FWGR Assets Asset Type Asset Location TSFs Driefontein 3 Driefontein Mining Right area Driefontein 5 Kloof 1 Kloof Mining Right area Libanon Venterspost North Venterspost South Depositional TSF Driefontein 4 North-east of Driefontein Mining Right area Operating Surface Gold Processing Plants DP2 Located on: Farm Blyvooruitzicht 116IQ Portion (Ptn) 6; and Farm Driefontein 113IQ Remainder (Re) of Ptn 1 Pilot plant Located at: Driefontein 1 processing plant Land Land for the RTSF Located on: Farm Cardoville 647IQ; Ptn 7 and Ptn 18 Wildebeestkuil 360 IQ Re Ptn 6 Farm Cardoville 364 IQ; Ptn 8 of Ptn 6 of Farm Cardoville 364IQ; Ptn 13 of Ptn1 of Farm Cardoville 364 IQ; Ptn 50 Farm Kalbasfontein 365IQ; Re Ptn 3 Farm Cardoville 364 IQ; Re Ptn 5 of Ptn 3 Farm Cardoville 364IQ; and Ptn 11 Farm Cardoville 364IQ Land for a Central Processing Plant (CPP) which provides strategic optionality Located after subdivision of: Farm Rietfontein 347IQ Ptn 35 and Ptn 73 Access Rights Access to water from the Driefontein 10 shaft and Kloof 10 shaft, for the purposes of hydraulic mining Located within the Driefontein and Kloof Mining Right areas Installation, supply, distribution and maintenance of power supply Pilot gold plant Located at Driefontein 1 processing plant Source: FWGR, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 9 A review of the environmental permitting concluded that the necessary permitting requirements are in place or are being proactively addressed. Sufficient provision is included to address the rehabilitation liabilities associated with the above assets. The QPs are satisfied that FWGR has the legal right to reclaim and process the TSFs forming part of the operation. These are classified as moveable assets and so there is no immediate requirement to transfer any part of the mining rights from Sibanye Gold. The operations are not subject to royalty payments. The initial phase of FWGR’s long-term growth strategy is now complete. It included upgrading the Driefontein Plant 2 (DP2) to process tailings material through the hydraulic-mining of Driefontein 5 TSF at approximately 500ktpm. Phase 2 will begin with the expansion of DP2 to a processing capacity of 1.2Mtpm. New arisings (i.e., retreated tailings) from DP2 are being deposited onto the Driefontein 4 TSF (0.5Mtpm), which is due to reach capacity towards the middle of calendar year 2026 whereafter the depositional rate would have to decrease materially and the planned new RTSF will take over these depositional duties. Supporting pipelines will link this infrastructure to additional TSFs that have been identified as potentially available for reclamation to extend the life of the operation beyond the current Mineral Reserves. The construction of a significantly larger CPP has been considered as a strategic option to facilitate growth beyond the throughput of 1.2Mtpm called for in the Life-of-Mine (LoM) plan. A large RTSF has been designed to accommodate such strategic growth over the longer term and the LoM plan anticipates that this facility will be commissioned in 2026. The operation’s infrastructure and current TSFs lie across two mining rights which stretch from Westonaria to Carletonville (Figure B). Figure B: FWGR Operations Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 10 The TSFs are located at elevations between 1,570mamsl and 1,720mamsl in an area that is typical of a mature landscape with gentle rolling undulations and shallow sided river valleys. The area enjoys warm to hot, moist summers and cool dry winters with an average ambient temperature of 20°C. The operation experiences some 571mm of rain each year, with most of it occurring during summer in the form of thunderstorms. Most of the area comprises disturbed grazing land and minor crop production. The area is well serviced with schools, medical facilities, a rail network, power, water and other supporting infrastructure. Both tarred and gravel roads are used to commute between farms and mines, as well as to and from urban centers. 1.2. History Gold and uranium mining operations commenced in the late 1800s in the Witwatersrand Basin goldfields of South Africa, and have resulted in the accumulation of substantial amounts of surface tailings and other mine residues. The possible re-treatment of TSFs in the West Rand area has a long and complex history with Gold Fields Limited (Gold Fields), Rand Uranium Limited (Rand Uranium), Harmony Gold Mining Company Limited (Harmony), Gold One International Limited (Gold One) and Sibanye Gold completing a number of parallel, independent studies relating to the retreatment of these TSFs. There is an approximate fifteen-year history of metallurgical test work and process design which has been undertaken for a variety of combinations of assets and products recovered. Whilst these historical studies were for specific combinations of assets, they are not all relevant to FWGR in its current form. Prior to 2009, Gold Fields embarked on a project known as the West Wits Project (WWP) aimed at retreating several TSFs on its four mining complexes: Kloof, Driefontein, Venterspost and South Deep to recover gold, uranium and sulfur and storing the tailings on a new Central Tailings Storage Facility (CTSF). Similarly, Rand Uranium had embarked on the Cooke Uranium Project (CUP), which endeavored to treat the Cooke TSF for gold, uranium and sulfur. The two independent projects had similar operational and environmental mandates, within a 25km radius of each other. In 2009, Gold Fields and Rand Uranium evaluated the potential synergy of an integrated retreatment plan for TSFs located within the South Deep, Cooke, Kloof, Driefontein and Venterspost mining complexes. In 2012, Gold One acquired Rand Uranium and in the same year acquired the Ezulwini Mining Company (Proprietary) Limited (Ezulwini). During the same year Gold One, revived the tailings retreatment project and Gold Fields entered into a joint venture (JV) partnership with Gold One to investigate the economic viability of concurrently reprocessing current arisings and historical tailings from a number of sites situated in the greater West Rand area. A scoping study was concluded in 2012. In early 2013, Gold Fields unbundled its Kloof and Driefontein Complex and Beatrix gold mines in the Free State Province to create a separate entity in Sibanye Gold and listed Sibanye Gold as a fully independent company on both the JSE and the NYSE stock exchanges. Subsequently, in October 2013, Sibanye Gold Limited purchased the interest held by Gold One in Rand Uranium and Ezulwini. The Gold One assets which became part of Sibanye Gold included the Cooke operations (underground mining and surface reclamation operations) for gold and uranium production. This transaction gave Sibanye Gold control of a substantial portion of the surface Mineral Resources in the region. A Preliminary Feasibility Study (PFS) was completed in 2013 and confirmed that there was a significant opportunity to extract value from the surface Mineral Resources. Subsequently, a number of Definitive Feasibility Studies (DFSs) have been completed on various combinations of TSFs. Sibanye Gold’s TSF reclamation assets were housed in a special purpose vehicle (SPV) called West Rand Tailings Retreatment Project (WRTRP). In 2018, Sibanye Gold traded its Special Purpose Vehicle (SPV) for an equity share in DRDGOLD. DRDGOLD renamed the SPV, FWGR which wholly owns the tailings retreatment project. In mid-2018, FWGR initiated Phase 1 of a phased approach to its growing reclamation operations.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 11 1.3. Geological Setting The assets of FWGR are derived from the West Rand Goldfield of the gold-bearing, late Archaean (2.7Ga to 3.2Ga), Witwatersrand Supergroup (Witwatersrand Basin). The Witwatersrand Basin is a roughly oval-shaped sedimentary basin, filled with approximately 14,000m of sedimentary and subordinate volcanic units, of which only small portions outcrop to the south and west of Johannesburg (Figure C). Figure C: Regional Geological Setting of the Witwatersrand Supergroup Source: Sound Mining, 2022 The basin hosts vast auriferous and uraniferous deposits which have been grouped into geographically distinct sub-basins or goldfields, which are separated by stratigraphy where no economic mineralization has been discovered (Figure D).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 12 Figure D: Local Geological Setting Source: Sound Mining, 2022 Recent studies consider the deposition in the Witwatersrand sediments to have taken place along the interface between a fluvial system and a major body of still water or an inland sea. Specifically, this body of water is considered to be a retro-arc-foreland basin which formed in response to crustal thickening on the northern edge of the Kaapvaal Craton, during a collision with the Zimbabwe Craton to the north. The varying stratigraphic position of the narrow, 0.1m to 2.0m thick quartz-pebble conglomerate reefs are interpreted to represent major, diachronous, entry points of coarse-grained sediment into the basin. Complex patterns of syn-depositional faulting and folding have caused significant variations in sediment thickness and sub-vertical to over-folded reef structures are characteristic of the basin margins. Later faulting and folding of the sequence determined which parts of the Witwatersrand Basin remained buried, as well as the depth extent of mineable horizons, relative to the present-day surface. The FWGR assets (Figure E) are derived from the Driefontein, Kloof, Libanon and Venterspost mining operations located in the West Rand Goldfield, on the north-western rim of the Witwatersrand Basin.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 13 Figure E: Property Geology Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 14 These operations exploit three primary reefs, namely the Ventersdorp Contact Reef (VCR) located at the top of the Central Rand Group, the Carbon Leader Reef (CLR) near the base of the Central Rand Group and the Middelvlei Reef (MR), which stratigraphically occurs 50m to 75m above the Carbon Leader. Additional minor reefs including the Kloof, Elsburg, Kimberley and Libanon Reefs are exploited at some operations. The TSFs to be reclaimed are located in the Western Witwatersrand Basin, within the West Rand and Carletonville goldfields. The TSFs contain the processed waste from the mining of auriferous and uraniferous ores from Driefontein, Kloof, Libanon and Venterspost underground mining operations. The mining operations have targeted different reefs and as a result the TSFs have developed from the following: • the Driefontein TSFs comprise primarily processed VCR, CLR and MR; • the Kloof TSFs comprise primarily processed VCR, MR and to a lesser extent the Kloof Reef; • the Venterspost TSFs comprise primarily processed MR and VCR; and • the Libanon TSFs comprises material from the VCR, Libanon Reef, Kloof Reef and MR. The composition of a TSF depends on the geochemical make-up of the material being mined and the chemicals used in the mining and extraction process. In addition to the internal structure, the TSF reflects the mining strategy and depositional methodologies employed at each operation. Variations in the density of tailings material is a critical factor in the accurate estimation of quantities as these factors can result in a considerable variation in gold content and distribution throughout a TSF where such variation has an impact on final recoveries and projected revenues for the operation. In addition, secondary processes such as metal re-mobilization, erosion, weathering, leaching and acid mine drainage can further affect the geochemical characteristics of a TSF. These processes tend to progress faster in a TSF compared to a primary ore body as weathering, erosion and oxidation are accelerated by the fine particle size of the material. Gold can undergo mobilization within the TSF with time and hence may exhibit areas of re-concentration and even be present in the sub-structure soil. Although exceptions occur, the TSFs generally show an increase in grade towards the base of the TSF. 1.4. Exploration The extent, morphology and structure of a TSF is relatively simplistic compared to conventional mineral deposits, and so the exploration programs were also simple, comprising: • surveying to determine physical dimensions and volumes; • auger drilling programs to permit sampling for gold content and mapping of the gold distribution; • metallurgical and flow sheet development test work; and • tailings toxicity tests and specific gravity determination. The QPs have concluded that the drilling programs were suitable for the type of deposits and that the drilling and sampling techniques were of a high standard, with sample contamination and losses kept to a minimum. The drilling and sampling programs were conducted to industry standards and the results are considered reliable and suitable for incorporation into a Mineral Resource estimate. The analytical laboratories used in the exploration program are all International Organization for Standardization (ISO) certified for gold analysis and all of them follow best practice principles of quality management. The Quality Assurance and Quality Control (QA/QC) of the field and laboratory verification procedures were independently audited and are considered appropriate. Full length samples were taken and are considered representative of the disseminated mineralization which has no orientation or structural control other than grade variations due to deposition variations and secondary remobilization of the gold. This gold distribution within the TSFs is adequately understood from the geological modelling.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 15 The Driefontein TSFs, Venterspost TSFs and Libanon TSF are located on Malmani Subgroup dolomites (Figure D) with the remainder located on non-dolomitic argillaceous and arenaceous sediments of the Timeball Hill and Hekpoort Formations. An independent density study by Geostrada concluded that the basement lithology does not significantly impact the density of the tailings material. A bulk density of 1.42g/cm3 is applied to the TSF assets. It is based on substantial empirical evidence and considered reliable. The use of a dry density in the estimation of an in situ Mineral Resource is standard best practice and the dry density value has been applied to the Mineral Resource estimate. 1.5. Metallurgical Testing Test work has been performed on Driefontein 5 TSF, Driefontein 3 TSF, Libanon TSF, Kloof 1 TSF and Venterspost North TSF. Less test work has been performed on the Venterspost South TSF. The metallurgical data that was originally available for the Driefontein 5 TSF was subsequently supported by the results of full-scale processing at DP2 during Phase 1. Based on the test work, the QPs are comfortable that the following processing recoveries are achievable for the respective TSFs (Table B). Table B: Summary of Process Recovery Potential TSF Recovery Process (%) Driefontein 5 49.5% Driefontein 3 56.6% Kloof 1 50.5% Libanon 47.2% Venterspost North 54.7% Venterspost South 62.5% Source: Sound Mining, 2022; and FWGR, 2020 1.6. Mineral Resource Estimation The original Mineral Resource estimates of 2009 were confirmed by Sound Mining in 2018. Sound Mining independently reviewed the database, geological models, estimation methodology and classification criteria. Sound Mining concluded that the estimations are based on a suitable database of reliable information and that no material issues were found which could affect the overall estimate. The exploration database is comprised of analytical data from reliable laboratory assays of samples obtained from sampling and drilling programs based on industry best practice. The drillhole grid spacing is comparatively close for typical TSF drilling programs and the entire depth of each TSF was sampled. The data density is considered sufficient to assure continuity of mineralization and structure, and provides an adequate basis for estimation. The exploration database was imported into DataMineTM Studio 3 software and data validation was undertaken to ensure the integrity and validity of the imported data. The samples for Driefontein 5 TSF and Driefontein 3 TSF represent 3.0m composite samples while the samples from all of the other TSFs were 1.5m in length. The final sample length for each borehole, where it contained footwall material, was separated into tailings and footwall material and treated separately by the laboratory. Ordinary Kriging was undertaken for the gold grade estimation which allows for testing of the accuracy and efficiency of the estimation. Due to the construction of the TSFs and potential gold remobilization, a spatial grade distribution was anticipated and since Kriging is based on modelling the spatial variances within an orebody, it was considered the most reliable and accurate methodology for the task. The economic assessment provided in this TRS demonstrates positive margins and confirms reasonable prospects for eventual economic extraction. The applied Mineral Resource classification is a function of the confidence of the asset tenure and the entire process from drilling, sampling, geological understanding and geostatistical relationships. The latest Mineral Resources are all in the Measured category (Table C).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 16 Table C: Mineral Resource Estimate for FWGR as at 30 June 2023 TSF Volume ('000m3) Density (t/m3) Quantity (Mt) Grade (g/t) Content (t) Content (koz) Driefontein 5 1,748 1.42 2.48 0.48 1.20 39 Driefontein 3 34,191 1.42 48.55 0.47 22.79 733 Kloof 1 19,931 1.42 28.30 0.33 9.20 296 Libanon 52,351 1.42 74.34 0.27 20.23 650 Venterspost North 38,954 1.42 55.31 0.27 15.16 487 Venterspost South 9,068 1.42 12.88 0.33 4.24 136 Total Mineral Resource Estimate 156,242 1.42 221.86 0.33 72.83 2,341 Source: Sound Mining, 2023 Notes: Apparent computational errors due to rounding These Mineral Resources are stated inclusive of Mineral Reserves Mineral Resources, if stated exclusive of Mineral Reserves, would equate to zero In situ Mineral Resource estimate reported according to S-K 1300 requirements No geological losses applied 1.7. Mineral Reserve Estimates A LoM plan and mining schedule was developed by FWGR as outlined in Item 13.2. The LoM plan was tested for economic viability in the DCF model which indicated a positive cashflow through to the end of the LoM. The Mineral Reserves were prepared in accordance with the requirements of S-K 1300 (Table D). No mining losses or dilution are applied in determining the Mineral Reserve estimates because the TSFs are re-mined and re-processed in their entirety. All other modifying factors are captured in the mine design together with all of the associated technical aspects that inform the capital and operating cost estimates. FWGR’s six TSF assets convert to a total Mineral Reserve of 221.9Mt with a gold content of 72.83t. Table D: S-K 1300 Compliant Mineral Reserve Estimate as at 30 June 2023 TSF Volume ('000m3) Density (t/m3) Quantity (Mt) Grade (g/t) Content (t) Content (koz) Driefontein 5 1,748 1.42 2.48 0.48 1.20 38.57 Driefontein 3 34,191 1.42 48.55 0.47 22.79 732.78 Kloof 1 19,931 1.42 28.30 0.33 9.20 295.89 Libanon 52,351 1.42 74.34 0.27 20.23 650.41 Venterspost North 38,954 1.42 55.32 0.27 15.16 487.26 Total Proved Mineral Reserve 147,174 1.42 208.99 0.33 68.58 2,204.92 Venterspost South 9,068 1.42 12.88 0.33 4.24 136.47 Total Probable Mineral Reserve 9,068 1.42 12.88 0.33 4.24 136.47 Total Mineral Reserve Estimate 156,243 1.42 221.86 0.33 72.83 2,341.39 Source: Sound Mining, 2023 Notes: Apparent computational errors due to rounding and are not considered significant Mineral Reserves are reported using a dry density of 1.42t/m3 and at the head grade on delivery to the plant The Mineral Reserves constitute the feed to the gold plants The Mineral Reserves are stated at a price of ZAR1,081,261/kg A cut-off grade of 0.17g/t Au is applicable to the FWGR LoM plan Although stated separately, the Mineral Resources are inclusive of Mineral Reserves Venterspost South TSF is classified as a Probable Mineral Reserve due to some uncertainty regarding the processing recovery Uranium has been excluded in the Mineral Reserve estimate as it is not being recovered by FWGR Grade and quantity measurements are reported in metric units (Mt) rounded to two decimal places The input studies are to a PFS level of accuracy The Mineral Reserve estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such Mineral Reserves 1.8. Mine Design and Mine Plan FWGR exploits TSFs through hydraulic mining using high-pressure jets of water to dislodge tailings material or move sediment for transportation as a slurry to processing plants. The hydraulic mining removes the tailings material from the top of a TSF to the natural ground level in 15m layers (Figure F).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 17 Figure F: Mining Methodology Source: Sound Mining, 2022 A safe bench height is dependent upon the material strength which is influenced by the phreatic surface within a dump. The TSFs have been dormant for a number of years and so the phreatic surface is expected to be well below the surface of the dumps. The drilling program to define the Mineral Resource did not encounter saturated zones or phreatic surfaces and so the risk of slope failure or liquefaction is low. Horizontal benches of 100m to 200m, inclusive of the face angles (45° to 50°), are created to maintain safe working distances between simultaneous operations at different bench elevations (Figure G). Figure G: Mining Widths Source: Sound Mining, 2022 Hydraulic mining and the re-deposition of tailings is a specialized activity, and is outsourced to competent and experienced service providers. The hydraulic mining performance assumptions used for the LoM planning are based on the current reclamation operations where the method has been successfully “tried and tested“.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 18 The operating cost and capital expenditure assumptions are supported by actual operational figures rather than being only based on computations from “zero based” cost models or feasibility studies. Similarly, the equipment requirements, manning complements and necessary supporting infrastructure, in terms of water and power supply, are well understood by FWGR. There have been no untested technical assumptions made with regards to the mining design criteria. The cost and maintenance of the mining equipment, and employees are paid for by the mining contractors. The pipeline and pumping design and associated capital expenditure estimate has been undertaken by independent specialists familiar with the mining operations. Specific mining schedules were developed for each TSF based on the grade distribution of the Mineral Resource block models. These schedules were integrated into a production plan that exhausts FWGR’s current Mineral Reserves (Graph A). Graph A: LoM Production Forecast Source: Sound Mining, 2023 Given the nature of the hydraulic mining operation, no selective mining, other than very broad rejection of sections of the TSFs, is possible and the mine scheduling has shown that this is unnecessary. No geotechnical constraints have been applied and hydrological aspects affecting the surface deposits are not significant to the operation. A mining contractor using its own equipment (i.e., “mining units”) is responsible for the reclamation activities, and so no provision has been made in the initial capital estimate for mining equipment. Sound Mining is satisfied that the LoM schedule is reasonable and appropriate for the operation. 1.9. Process and Recovery Methods Sound Mining is of the opinion that there is sufficient test work available to support the metallurgical performance anticipated for the current and future processing facilities. The LoM plan relies on the currently operating DP2 processing plant (~600ktpm) and an expansion thereof to 1,200ktpm. FWGR’s Phase 1 entailed a modification and refurbishment of the old DP2 plant to accommodate a nameplate throughput of 600ktpm, albeit that a constraint currently exists with the prevailing deposition capacity of 500ktpm for new arisings onto the Driefontein 4 TSF. A detailed design to expand DP2 to accommodate a throughput of 1.2Mtpm (in Phase 2), was prepared by external specialists with appropriate capital cost estimates. There is no change to the process flow and the QP is satisfied that the metallurgical characterization of the TSFs has been sufficiently catered for in the design. These were reviewed by Sound Mining and are considered to be appropriate and in-line with industry standards. 0 500 1,000 1,500 2,000 2,500 3,000 3,500 0 2 4 6 8 10 12 14 16 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 G ol d Pr od uc ed (k g) Q ua nt ity (M t) Financial Year Driefontein No 5 Dump Driefontein No 3 Dump Libanon Dump Kloof 1 Venterspost South Venterspost North Gold Produced (kg)


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 19 1.10. Infrastructure Sound Mining has inspected the existing infrastructure which comprises DP2, the Driefontein 4 TSF, and all associated pumping and piping installations. The QP is of the opinion that this infrastructure has been correctly planned, properly installed to date, fully functional and well maintained. Electricity is currently supplied from the Electricity Supply Commission (Eskom’s) 132kV and 44kV grid to various Sibanye Gold owned mines in the vicinity of FWGR’s operations. The power requirement of FWGR remains within the current surplus capacity to the Driefontein, Kloof and Cooke and mining complexes. Power supply remains a material risk to all mining operations in South Africa including FWGRs operations. A closed water system has been designed to avoid having to treat water or having to discharge into surface water courses (Figure H). Figure H: TSF Location, Make-up Water Shafts, Processing Plants and Pipeline Layouts Source: Sound Mining, 2023 Water use licenses obtained for the pumping of water from underground workings at Kloof 10 shaft and Driefontein 10 shaft, and the consumption planned from these shafts will not exceed the pumping rates approved in the respective Water Use Licenses (WULs). Water will also be reclaimed from the RTSF in due course and Sound Mining is satisfied that there is more than sufficient water to meet the requirements of the operation as currently planned.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 20 The hydraulic mining, reprocessing and re-deposition of tailings material requires a network of pipes. Slurry pipelines will be needed from the hydraulic mining sites at the TSFs to DP2 and tailings pipelines from DP2 to the respective deposition facilities. High pressure water pipelines are necessary to supply the mining operations while separate low-pressure water pipes are needed for returning water to DP2 from water dams at the various TSFs. These have all been adequately designed and included in the LoM planning. FWGR requires the RTSF to ensure adequate storage facilities for the long-term deposition of all tailings arising from FWGR operations. It will be built on Transvaal Supergroup lithology (Figure D), to mitigate any risk of dolomite related sink holes. The design and cost estimate caters for a final storage capacity of 800Mt and a potential disposal rate of up to 2.4Mtpm. The RTSF footprint will cover an area of approximately 858ha with a final top surface area of around 500ha (Figure I). Figure I: RTSF Layout Source: Geo Tail, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 21 The 2023 RTSF design is an on-wall cyclone upstream (i.e., initially centerline then upstream) ring dyke TSF with a pumped decant system, an “Alternative Barrier System” and progressive cladding and vegetation of the outer slopes. The design adopted by FWGR aligns with the Global Industry Standard for Tailings Management (GISTM) standard and has taken reference from SANS 10286 and all other relevant South African legislation. The approach has undertaken a rigorous iterative examination of an appropriate tailing disposal method, for the class, quantity and quality of tailings under consideration. Throughout the design process, cognizance has been taken of the potentiality of catastrophic or consequential failure resulting from hydraulic over topping leading to erosion of the containment wall and consequential collapse and geotechnical instability. Sound Mining is of the opinion that the selected site is appropriate for the intended construction and operation of the RTSF and endorses the inclusion of the proposed barrier system as a sustainable solution to the RTSF’s future ground water management requirements. 1.11. Market Studies Gold is a precious metal, refined and sold as bullion on the international market. It is traded globally on financial markets almost continuously and is traditionally used for jewelry, bartering or storing wealth. Aside from the gold holdings of central banks, current uses of gold include jewelry, private investment, dentistry, medicine and technology (Table E). Table E: Above Ground Gold Stocks in 2022 Description Quantity (t) Contribution (%) Jewelry 94,464 46.0% Private Investment 45,456 22.2% Bank Holdings 34,592 16.9% Other 30,726 15.0% Source: World Gold Council, 2022 DRDGOLD has a long-standing off take agreement with the Rand Refinery who refine the gold produced by FWGR. DRDGOLD uses an agent to sell FWGR’s gold to South Africa bullion banks and once sold, Rand Refinery will transfer the gold to the purchasers’ bullion bank depository. 1.12. Environmental Permitting and Liability A review of the environmental status was undertaken by an independent environmental specialist. The authorizations required for the “listed activities” under NEMA, NEM:WA, NEM:AQA and NWA were reviewed in detail. EIA, EMPrs and Environmental Authorizations (EAs) exist for the TSFs located in the Kloof and Driefontein mining areas. Areas requiring amendments have been cited. Environmental permitting is underway and at an appropriate stage for the planned expansions. There is sufficient time for approval of amendment applications and no fatal flaws exist from a compliance perspective. Some heritage and culturally significant areas have been identified and the appropriate permitting submitted. Table E presents the status of FWGR’s current authorizations in relation to the operations requirements. Table E: FWGR’s Current Permits Authorizations Department Description Status Environmental Authorization (GP 30/5/1/2/3/2/1 (51) EM). DMRE Driefontein Assets (DP2 Plant, pipelines, deposition onto Driefontein 4 TSF, reclamation Driefontein 5 and Driefontein 3 Approved Integrated Environmental Authorization GP 30/5/1/2/3/2/1 (66) EM DMRE Pipelines, Construction and operation of RTSF, CPP abstraction from K10 Shaft Approved Water Use License No. 10/C23E/ACEFGIJ/4527 DWS DP2 Plant, pipelines, deposition onto Driefontein 4 TSF, abstraction from D10 Shaft Approved Water Use License No. 10/C22B/ACFGI/4976 DWS Pipelines, Construction and operation of RTSF, CPP abstraction from K10 Shaft Approved Amendment of Water Use License No. 10/C22B/ACFGI/4976 DWS Updated RTSF Design Submitted New Environmental Authorization DMRE Pipeline route Optimization, Additional Activities related to the reclamation of Libanon, Kloof 1, Venterspost North and Venterspost South Pending New Water Use License application DWS Pipeline Optimization, Additional Activities related to the reclamation of Libanon, Kloof 1, Venterspost North and Venterspost South Pending Source: DRDGOLD, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 22 The activities of FWGR already contribute to the socio-economic environment on the West Rand. The operation will further enhance the situation by reducing unemployment and investing capital for an extended LoM which will contribute to the national Gross Domestic Product (GDP). The operation also provides long-term positive impacts in terms of employment creation, skills development, local procurement of goods and services, as well as local and regional economic development. The Social Impact Assessment (SIA) notes that informal settlements in close proximity to the operation may pose a risk in terms of community stability. The concerns of local farmers may also need to be addressed. Sound Mining believes that these concerns can be managed, and that the positive impacts will benefit the surrounding communities. The closure liability is assessed annually to maintain environmental compliance. These constitute the quantum of the financial obligation and guarantees required by the Department of Mineral Resources and Energy (DMRE). They have been determined on both an “unscheduled” and “scheduled” basis. The unscheduled estimate is based on the costs of rehabilitating the TSFs in their present state without any mining activity having taken place. The disclosure to the DMRE and the quantum of financial guarantees required is based on the unscheduled estimate. The closure liability bank guarantees under Regulation 7 of the NEMA Financial Provision Regulations (2015) must ensure that the financial provision is, at any given time, equal to the sum of the actual costs of implementing the plans for a period of at least ten years forthwith (this includes the annual rehabilitation, final decommissioning and closure plans). This figure is required to be updated annually and adjusted. In the case of FWGR, the annual updates will show reduced amounts as the tailings facilities decrease to only footprint rehabilitation. The scheduled estimate assumes that mining takes place and that the final rehabilitation will be confined to rehabilitation of the TSF footprints and the RTSF. Although FWGR does not fall under the requirements of the MPRDA, Section 28 of NEMA states everyone has a duty of care. NEMA imposes an obligation of various people to prevent significant pollution from occurring, continuing or recurring, and where it cannot be reasonably avoided or it is authorized by law, to minimize and rectify such pollution or degradation. Even if you are authorized through a permit or law to harm the environment, or the pollution cannot reasonably be avoided, the duty to minimize and rectify such pollution or environmental degradation remains. This liability is imposed on those who cause such pollution, as well as owners of property on which the pollution exits, people who are in control or have a right to use such property and extends even further than this in certain circumstances. Guardrisk has issued financial guarantees in favor of the DMRE of ZAR490.5 M. An amount of ZAR474.8 M is also invested in Guardrisk Cell Captive under a ring-fenced environmental rehabilitation policy. The financial guarantees and funds held with the Guardrisk Cell Captive (as at 30 June 2023) are sufficient to cover the 2023 estimated unscheduled liability of ZAR344.69 M including Preliminary and General (P&Gs) and contingencies as estimated for the operation. 1.13. Capital Expenditure and Operating Costs The capital and operating cost estimates used to examine the viability of the estimated Mineral Reserve were informed by current operations and study-work on processing the RTSF and associated pumping and piping infrastructure. The operating cost estimates are supported by actual on mine invoices received and paid, while the capital estimates have been determined using unit rates (obtained from quotations or bench marked against recent installations) and design quantities. The economic assessment considers a contingency of 5% on operating costs at a production rate of 500ktpm and a 15% contingency when the operation increases to 1.2Mtpm in FY2027. Although the previous feasibility study-work, was in most instances to a definitive level of accuracy, some estimates are no longer current. This TRS is therefore deemed to be at a preliminary feasibility level of accuracy (i.e., +/-25%). Where necessary, estimates have been appropriately inflated to June 2023 real terms. Sound Mining has not included a contingency on capital cost estimates in FY2024, however a 15% contingency is applied every year thereafter over the LoM, to reflect the confidence expected for a PFS level of study. An annual Stay-in-Business (SiB) provision of ZAR8.7 M is considered until 2027 after which it is increased to ZAR16.0 M for the rest of the LoM. This provision covers maintenance and the replacement of equipment across the operation. The Guardrisk Cell Captive exceeds the current environmental liability and so no additional provision has been made in the capital estimate. Graph B presents the annual capital expenditure forecast for the operation.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 23 Graph B: Capital Expenditure Forecast Source: Sound Mining, 2023 DP2 will be expanded from Financial Years (FY) FY2024 to FY2027, while the RTSF is scheduled to be constructed over five years (i.e., FY2024 to FY2028) with the remaining capital expenditure largely earmarked for piping and pumping infrastructure. The DP2 operating cost estimate (Table F) are based on the actual costs being incurred by the current operation. Economies of scale were taken into consideration by applying a factor to the escalated budget as DP2 increases its throughput. Table F: Unit Operating Cost over LoM Description Unit Costs (ZAR/t) Salaries and Wages 10.94 Contractors 9.08 Reagents 23.00 Other Engineering Stores 7.16 Electricity 19.20 Water 0.30 Machine Hire 2.85 Other 8.69 Other Corporate Costs 3.61 Retrenchment 0.33 Contingency (15%) 11.92 Operating Costs 97.08 Source: Sound Mining, 2023; and FWGR, 2023 1.14. Economic Assessment A DCF modelling approach was adopted to assess the economic viability of the Mineral Reserves as stated. Considering the stage of development of the operation and the uncertainties of future global economics, as well as exchange rate, interest rate and gold price uncertainties, a real DCF model is deemed more appropriate than a nominal DCF model. The DCF model was generated in June 2023 real South African Rand (ZAR) terms and is based on the revenue forecast, associated capital and operating cost forecasts, and on appropriate and reasonable economic assumptions (Table G). 0 500 1,000 1,500 2,000 2,500 3,000 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 C ap ita l E xp en di tu re (Z AR M ) Financial Year Direct Capital Expenditure Indirect Capital Expenditure Capital Contingency


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 24 Table G: Inputs to the DCF Model Description Quantum Unit Key Dates Money Terms 30 June 2023 Planned Capacity DP2 Expansion Mtpm 1.2 LoM LoM considering a 1.2Mpta Operation Years 18 Contingencies Contingency % 15% Gold Price ZAR/USD ZAR/USD 17.39 USD/oz Gold USD/oz 1,934 ZAR/kg Gold ZAR/kg 1,081,261 Source: Sound Mining, 2023; and FWGR, 2023 These assumptions are based on information received from FWGR and from the various consultants who contributed to the Mineral Resources, LoM planning and technical study-work that underpin this Mineral Reserve estimate. The economic assessment assumes a 100% equity-based business and does not consider the effect of working capital changes. The QP is satisfied with the quality of this information, including the revenue and cost forecasts, and considers the inputs to the DCF model to constitute an overall PFS level of accuracy (i.e., +/-25%). The following processing recoveries, which are supported by test work and current plant performance data, were applied to the material from the respective TSFs to compute the amount of gold sold: • 49.5% for Driefontein 5 TSF material; • 56.6% for Driefontein 3 TSF material; • 50.5% for Kloof 1 TSF material; • 47.2% Libanon TSF material; • 62.5% for Venterspost South TSF material; and • 54.7% for Venterspost North TSF material. The revenue forecast is a function of gold sales and the pricing assumptions used for the economic analysis. The commissioning of an expanded DP2 enables an increase in gold sales (Graph C). Graph C: Gold Sales Forecast Source: Sound Mining, 2023 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 G ol d So ld (k g) Financial Year


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 25 Processing throughput can continue after FY2041 when the Available TSFs are likely to be incorporated into the operation. At this stage, the economic assessment has only considered the depletion of the TSFs that comprise the current Mineral Reserves. The gold sold from these TSFs equates to approximately 1.2Moz. The real revenue forecast relies on a gold price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD). Taxes would be determined using the gold mining taxation formula with all unredeemed capital taken into account. The assets are part of the ongoing business of FWGR, which is not subject to the Mineral and Petroleum Resources Royalty Act, 2008 (Act No. 28 of 2008) and so the royalty formula for unrefined metals was not included in the revenue determination. Graph D presents the post-tax cashflow for an operation that excludes the benefits that would eventually be derived from the Available TSFs. Graph D: Post-tax Discounted Cashflows Source: Sound Mining, 2023 The cumulative post-tax cashflows over the LoM remain positive. When assuming a discount rate of 10.96% the unleveraged operation reflects a Net Present Value (NPV) of ZAR2.27 Billion. The achievability of the LoM plans, budgets and forecasts cannot be assured as they are based on economic assumptions, many of which are beyond the control of the company. Future cashflows and profits derived from such forecasts are inherently uncertain and actual results may be significantly more or less favorable. The technical risks as identified by Sound Mining are provided in Item 12.1. These and other environmental risks can impact the anticipated revenue and cost forecasts and accordingly have been assessed against upside or downside changes of between -20% and +20%. The consequential potential impacts are presented in Table H and are illustrated graphically in Graph E. Table H: Sensitivity of Post-tax NPV Variance NPV10.96 (ZAR Billion) 80% 90% 100% 110% 120% Revenue (0.38) 0.97 2.27 3.57 4.81 Capital Expenditure 3.48 2.89 2.27 1.67 1.03 Operating Costs 3.17 2.72 2.27 1.83 1.35 Source: Sound Mining, 2023 -4,000 -2,000 0 2,000 4,000 6,000 8,000 10,000 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 Fr ee C as hf lo w (Z AR M ) Financial Year Free Cashflow After Tax Cumulative Free Cashflow After Tax


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 26 Graph E shows that changes to the revenue forecast will impact margins the most. Graph E: Sensitivity to Expected Revenue and Costs Source: Sound Mining, 2023 Table I shows the materiality of changes in the gold price. Table I: Sensitivity of Gold Price Gold Price ZAR/kg 700,000 800,000 900,000 1,000,000 1,100,000 1,200,000 NPV10.96 (ZAR Billion) (2.87) (1.28) 0.07 1.29 2.49 3.70 Source: Sound Mining, 2023 The operation is economically viable above a gold price of ZAR894,576/kg. The QP is satisfied that the Mineral Reserves as stated are all economically viable. Indeed, the economic assessment of viability includes substantial additional capital for a growing business while not capturing the potential benefits of the envisaged long term revenue potential. 1.15. Concluding Comments Despite the usual existence of environmental, political, social and infrastructural risks the QPs are satisfied that the FWGR operation is a relatively low risk business in the context of the broader South African mining industry. FWGR’s legal tenure is underpinned by the amended EMPs and access and usage rights to exploit the moveable assets. The assets held by FWGR were acquired from Sibanye Gold, a subsidiary of Sibanye-Stillwater, in a transaction in which common law ownership was established over the various TSFs containing the Mineral Resources and Mineral Reserves. A Use and Access Agreement with Sibanye Gold articulates the various rights, permits and licenses held by Sibanye Gold in terms of which FWGR operates, pending the transfer to FWGR of those that are transferable. FWGR conducts its activities inter alia in accordance with Environmental Approvals (EAs) and the provisions of the Mine Health and Safety Act and regulations. Most of the land on which the RTSF is to be constructed has been purchased by FWGR with the final outstanding properties secured through an option agreement. -1,000 0 1,000 2,000 3,000 4,000 5,000 6,000 80% 90% 100% 110% 120% N PV 10 .9 6 (Z AR M ) Variation of Parameter Revenue Operating Costs Capital Expenditure


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 27 The drilling, sampling, analytical processes and governance of the exploration programs are appropriate and in-line with industry best practice. They are considered to be of high confidence. The density used to determine quantities from volumes has been determined from both in situ measured values and empirical data; and is considered reliable. The QPs conclude that the estimations are based on a suitable database of code compliant information. TSFs constructed from the tailings of Witwatersrand gold mining operations have been successfully and economically exploited for several decades and the geotechnical and geometallurgical characteristics are well understood from experience and from test work on the FWGR assets themselves. Notwithstanding the risks identified herein, which can be managed, no material factors of a geotechnical or geometallurgical nature, for example, have been identified that would have a significant effect on the prospects for eventual economic extraction. The DP2 plant has performed in-line with expectations and the design for its expansion to 1.2Mtpm is based on representative and adequate metallurgical test work. The mass balance for the plant is appropriate. Scrutiny of the LoM plan reveals that recoveries currently being achieved coincide with expectations from metallurgical test work and that the quantities and grades reported are consistent with forecasts from the Mineral Resource estimation. New arisings will eventually be stored in the RTSF which will have excess capacity from both a depositional rate (i.e., 2.4Mtpm) and final capacity perspective (i.e., 800Mt). All the necessary infrastructure requirements have been reviewed and are considered appropriate. Sound Mining has reviewed the design for the RTSF prepared by FWGR’s specialists and has concluded that the detailed design report provides the framework and guidelines for the future safe development of the RTSF. The estimated capital expenditure and operational costs are aligned with actual operational data from current operations and considered appropriate and in-line with industry standards. The operation is robust, the Mineral Reserves are economically viable, and the QP considers the LoM plan to be sufficient for the Mineral Reserve estimate. The QPs note the necessity for FWGR to acquire the necessary regulatory approvals for the RTSF timeously to achieve the production as forecast.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 28 2. INTRODUCTION Item 2 - (i); (ii); (iii); (iv) and (v) DRDGOLD Limited (DRDGOLD) is a tailings retreatment company located near Johannesburg, South Africa. It has a primary listing on the Johannesburg Stock Exchange (JSE) and a secondary listing on the New York Stock Exchange (NYSE). The DRDGOLD operations are comprised of two wholly owned entities covering their East Rand (east of Johannesburg) and far West Rand (far west of Johannesburg) businesses. The East Rand operations are run by Ergo Mining (Proprietary) Limited (Ergo) and the West Rand operations by Far West Gold Recoveries (Proprietary) Limited (FWGR). FWGR currently owns six Tailings Storage Facilities (TSFs) with additional TSFs, although not owned by FWGR, potentially available in the area for future reclamation (Available TSFs). This Technical Report Summary (TRS) was prepared for DRDGOLD as the registrant. It has been compiled to align with the requirements of Subpart 1300 of Regulation S-K under the U.S. Securities Exchange Act of 1934 (Regulation S-K) and Item 601(b)(96) of Regulation S-K (Item 601(b)(96)) (S-K 1300). It is the second submission to the Securities Exchange Commission (SEC) and presents the Mineral Resources and Mineral Reserves of FWGR. It is an update to FWGR’s first submission which had an effective date of 30 June 2022. FWGR completed various studies to examine the techno-economic merits of a phased approach to expanding the current operations: • Phase 1 is the current operations which involved upgrading the Driefontein Processing Plant 2 (DP2) to process tailings from the closest TSF at a planned throughput of around 500ktpm. New arisings (i.e., retreated tailings) are deposited onto the Driefontein 4 TSF. This Phase was successfully commissioned and the operation reached steady state production in 2019; and • Phase 2 involves building additional processing capacity through the expansion of DP2 to facilitate a throughput of 1.2Mtpm. The upgrades are planned to be commissioned in 2026 ramping up to full steady state production in 2027. New arisings will continue to report to the Driefontein 4 TSF at a rate of 500ktpm until mid-2026. The Driefontein 4 TSF’s depositional duties are then scheduled to decrease until the Regional Tailings Storage Facility (RTSF) is commissioned. Construction of a RTSF is scheduled to commence during the first half of the 2024 calendar year, with a depositional capacity of 600ktpm available by the second half of 2026 and increasing to 1.2Mtpm in 2027. Should the timing of the RTSF construction be delayed, Sibanye Gold (Proprietary) Limited (Sibanye Gold) will make available the Leeudoorn TSF until such a time that the RTSF can accommodate new arisings. The RTSF will have sufficient storage capacity to accommodate new arisings at a rate of 1.2Mtpm from the mining of the Available TSFs in the area well into the future. Examples of these include the Driefontein 1 TSF, Driefontein 2 TSF, Leeudoorn TSF and Kloof 2 TSF, which, once decommissioned are to be transferred to FWGR from Sibanye Gold. 2.1. Corporate Structure and Compliance Figure 1 presents FWGR’s corporate structure. Figure 1: DRDGOLD Corporate Structure Source: Sound Mining, 2023 Sibanye Gold owns a 50.1% shareholding in DRDGOLD. DRDGOLD’s non-public ownership which includes shareholding by subsidiary, Ergo Mining Operations (Proprietary) Limited, of 0.4% and 0.2% shareholding by directors. Such shareholding is classified as non-public.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 29 2.2. Purpose and Terms of Reference FWGR commissioned Sound Mining International SA (Proprietary) Limited (Sound Mining) to compile a SEC S-K 1300 compliant TRS that describes the Mineral Resource and Mineral Reserve estimates as at 30 June 2023. The document date is 30 October 2023 and there are no material changes in the period between these dates. This is the second TRS submission under Regulations S-K. During the current financial year, DRDGOLD made a decision to include a synthetic water containment liner, for ground water protection, in the RTSF design. This led to revisions in the capital estimates used to examine the viability of the estimated Mineral Reserves. The QP has relied on information provided by FWGR for this purpose with respect to: • legal matters outside the expertise of the QP, such as statutory and regulatory interpretations affecting the mine plan (Item 3); • macroeconomic trends, data, assumptions and interest rates (Item 16 and Item 19); • marketing information and plans within the control of the registrant; • environmental matters outside the expertise of the QP (Item 17); • accommodations the registrant commits or plans to provide to local individuals or groups in connection with its mine plans; and • governmental factors outside the expertise of the QP; • studies were undertaken by Digby Wells Environmental (South Africa) (Proprietary) Limited (Digby Wells) and Sound Mining has relied on the findings of these studies; • DRA SA (Proprietary) Limited (DRA) were responsible for the detailed design and associated cost estimates for the expansion of DP2 and associated piping and pumping infrastructure as well as the costing of the RTSF design; and • Geo Tail SA (Proprietary) Limited (GTSA) were responsible for designing the RTSF; and the QPs relied on the findings of this study. Sound Mining is an independent advisory company. The terms of reference required an independent technical review of FWGR in order to identify factors of a technical and strategic nature that would influence the future viability of the Mineral Reserves. The review accords with the principles of open and transparent disclosure that are embodied in internationally accepted Codes for Corporate Governance. It has been based upon technical information supplied by FWGR and its appointed consultants. The contractual agreement with FWGR, for the preparation of the TRS, was with Sound Mining and not with the QP as an individual. The QPs provide independent opinions and conclusions throughout this TRS. The estimation of Mineral Resources and Mineral Reserves is inherently subject to some level of uncertainty and inaccuracy, because they are based on analytical results of samples that commonly represent only a small portion of a mineral deposit. The uncertainty of the estimates, where material, are explained in this TRS and are reflected in the choice of Mineral Resource and Mineral Reserve categories. 2.3. Qualified Persons Declaration and Qualifications The signatories to this TRS are qualified to express their professional opinions on the technical aspects and value of the mineral assets described. The technical and economic information provided are correct to the best of the QPs’ knowledge, having followed best endeavors. The QPs responsible for this TRS and the Mineral Resource and Mineral Reserves as stated are: • Mr V Duke is the designated QP responsible for the compilation and reporting of FWGR’s Mineral Reserves. He is a partner of Sound Mining located at 2A Fifth Avenue, Rivonia, South Africa. He holds a B.Sc. Mining Engineering (Hons.), is registered with the Engineering Council of South Africa (ECSA) and is a Fellow of the Southern African Institute of Mining and Metallurgy (FSAIMM) (Membership No.: 37179). He has over 35 years' experience in the minerals industry, specializing in engineering studies, due diligence audits and valuations. Mr Duke has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration. The QP is recognized by ECSA located at Lake Office Park, 1st Floor, Waterview Corner Building, 2 Ernest Oppenheimer Avenue, Bruma, Johannesburg, South Africa; • Mrs D van Buren is the designated QP responsible for the compilation and reporting of FWGR’s Mineral Resources. Mrs van Buren who holds a B.Sc. (Hons.) in geology and is registered with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.: 440107/14), and the Geological Society of South Africa (GSSA) located on the corner of Carlow Road and Rustenburg Road, Auckland Park, Johannesburg, South Africa. She is a principal geologist with over twelve years' experience in mining, geology and consulting; and


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 30 • Mr K Raine is the designated QP responsible for the compilation reporting of the environmental and permitting requirements of FWGR. Mr Raine holds a B.Sc. (Hons.), B.Sc. (Zoology) and is registered with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.: 114290). He is a consultant with more than ten years’ experience in mining projects, environmental legal compliance, sustainability, construction and wildlife preservation. The QP is recognized by the South African Council for Natural Scientific Professions (SACNASP) located at Management Enterprise Building, Mark Shuttleworth Street, Innovation Hub, Pretoria, Gauteng, South Africa. The QPs were assisted by the following specialists: • Mr M Nasiri - Mining Engineer for the mining and production scheduling; • Mr R Spargo - Metallurgist for the DP2 and RTSF; • Mr N Weeks - Geologist for the background and modelling of the Mineral Resource estimate; • Mr M Turnbull - Financial Modeler for the discounted cashflow (DCF) modelling. The QPs also relied on reports from: • DRA SA (Proprietary) Limited; • Geo Tail (Proprietary) Limited (Geo Tail); and • Digby Wells Environmental (South Africa) (Proprietary) Limited (Digby Wells). Detailed references and sources of information and data contained in this TRS is presented in Item 24. The Sound Mining QPs and other specialists visited FWGR in 2019, 2020 and 2022 and examined the operations as shown in Table 1. During the site visit, the infrastructure, TSFs and the proposed RTSF and DP2 sites were inspected. Table 1: Personal Inspection Professional Site Visit V Duke Visited in 2019, 2020 and 2022 as a QP D van Buren Visited in 2019 and 2020 as a QP K Raine Visited in 2020 as a QP M Nasiri No site visit R Spargo Visited DP2 in 2020 N Weeks Visited in 2020 and 2022 M Turnbull Visited in 2020 Source: Sound Mining, 2022 2.4. Units, Currencies and Survey Coordinate System The economic assessment in this TRS have all been carried out in South African Rands (ZAR). All other units used in this TRS are defined in the text or in the Glossary (Item 24). All references to tonnage are in metric tons; gold ounces (oz Au) are troy ounces (oz) and the conversion factor used for conversion to troy ounces is 31.10348. Unless explicitly stated, all units presented in this TRS are in the Système Internationale (SI) - i.e., metric tons (t), kilometers (km), meters (m), and centimeters (cm). Throughout the technical studies relating to the FWGR numerous acronyms have been used but for reporting purposes, the use of acronyms has been kept to a minimum, with the convention being definition of the acronym in the first usage. However, where required throughout the document the full term may be used for clarity and ease of reading. The coordinate system employed by the surface surveys at the operation is based on the Gauss Conform Projection (UTM), Hartebeeshoek 94 Datum, Ellipsoid WGS84, Central Meridian WG27. Some regional scale maps in this Technical Summary may be referenced with Latitude and Longitude coordinates for ease of reading.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 31 2.5. Political and Economic Climate South Africa gained independence from Britain on 31 May 1961, and was declared a republic. From 1948 until 1990, the South African political and legal systems were based upon the concept of apartheid. South Africa became a constitutional democracy in 1994, and the first democratic elections brought an end to apartheid and ushered in majority rule under the African National Congress (ANC) political party, with a number of different political parties participating in the elections. The country continues to hold democratic, peaceful, free and fair elections, the last of which was won by the ANC in 2019, who appointed Mr Cyril Ramaphosa as President. 2.6. Minerals Industry South Africa has a mature minerals industry developed from gold and diamond discoveries in the late 1800s. It is the world’s largest producer of platinum and chrome and ranks highly in the production of diamonds, coal, iron ore, vanadium and base metals. GDP generated by the South African Mining industry has averaged ZAR223 Billion per quarter between 1993 and 2022, reaching an all-time high of ZAR240 Billion in the fourth quarter of 2006 and a record low of ZAR147 Billion in the second quarter of 2020. One of the greatest challenges associated with the minerals and mining industry in South Africa is the political instability, high levels of crime, large scale corruption, concerns over the reliability of legal tenure, rising costs of labor, electricity, diesel and steel, among other costs. Labor and community unrest caused by low wages, particularly among contract workers and under-resourced communities has proved problematic in recent years and exacerbated municipalities’ inability to provide adequate infrastructure to communities. Other important concerns for the mining industry are the effect of diseases (i.e., HIV/Aids) on the workforce. Although the South African political system has credibility, the political risk index, indicates that factors such as the country’s high degree of unionization, the threat of industrial action and the disruption to economic activity are a constant concern to investors.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 32 3. PROPERTY DESCRIPTION Item 3 (i); (ii); (iii); (iv), (v) and (vi) 3.1. Property Location The FWGR operations are located in the Gauteng province of South Africa, approximately 70km south west of the city of Johannesburg (Figure 2). The operations can be accessed from Johannesburg by traveling for approximately one hour along tarred roads. The operations are located between the latitudes and longitudes 26°32'34.90"S and 26° 5'32.68"S, and 27°24'6.49"E and 27°49'4.84"E, and cover an area of 29,577.62ha. Figure 2: Location of the FWGR Operations Source: Sound Mining, 2022 FWGR is located in an area with a long history of gold mining and as a consequence the region is disseminated with TSFs and supporting mining infrastructure. The operation’s infrastructure and current TSFs lie across two mining rights which stretch from Westonaria to Carletonville (Figure 3).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 33 Figure 3: FWGR Operations Source: Sound Mining, 2022 3.2. Legal Tenure and Permitting Sound Mining’s environmental and permitting specialist has undertaken a review of the legal aspects of the assets. This review has been based on information provided by DRDGOLD and FWGR. DRDGOLD is a subsidiary of Sibanye Gold and FWGR operates within the extensive framework of legal tenure held by Sibanye Gold. 3.3. Material Agreements, Access and Surface Rights 3.3.1. Exchange Agreement Sibanye Gold and DRDGOLD signed an Exchange Agreement on 22 November 2017. The agreement contains terms in connection with FWGR which was established specifically to house the intended TSF reclamation activities. The agreement provided that Sibanye Gold initially obtained a 38,05% stake in DRDGOLD in exchange for the FWGR assets, with the option to increase it to 50,1% by way of a cash subscription. Sibanye Gold currently holds a 50.1% equity in DRDGOLD meaning that Sibanye Gold is now the ultimate holding company of FWGR.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 34 3.3.2. Use and Access Agreement A “Use and Access Agreement” signed in November 2017, grants FWGR the rights to following: • access to Kloof 10 shaft located in the Kloof Mining Right area and Driefontein 10 shaft located in the Driefontein Mining Right area for the purpose of pumping and supplying the required quantities of water to FWGR; • agreements for the installation, supply and distribution of power; • existing and proposed pipeline routes; • servitudes, wayleaves and surface right permits; and • access to the Driefontein 1 Gold Plant. The agreement stipulates that it will endure until the end of FWGR’s business and that FWGR is to give Sibanye Gold at least 18 months’ prior written notice of the anticipated end of life of the business. The surface rights agreements over both the Driefontein and Kloof Mining Rights (held by Sibanye Gold) for the TSFs and processing plant sites are adequate for the current Sibanye Gold operations and would therefore also be applicable to FWGR's operations. There are servitudes in place for all of FWGR’s infrastructure on Sibanye Gold land. FWGR owns or has agreements in place to acquire land on which the RTSF will be constructed. FWGR has submitted applications to meet the requirements of the Spatial Planning and Land Use Management Act, 2016 (Act No. 13 of 2016) (SPLUMA) to have the land subdivided and rezoned from agricultural use to that of mining. 3.4. Permitting The permitting associated with the different Mining Right (MR) areas (Figure 4) are commented on below. The minerals in tailings fall outside the definition of ‘mineral’ in the Mineral and Petroleum Resources Development Act’ (MPRDA), and a MR as defined in this act is technically not a requirement to reclaim TSFs. The operations of FWGR are instead conducted in terms of EAs. In 2016, Sibanye Gold applied and received an EA which incorporated an Environmental Impact Assessment (EIA) and Environmental Management Programs report (EMPr) for their West Rand Tailings Retreatment Project (WRTRP). FWGR applied to the Department of Mineral Resources and Energy (DMRE) for Sibanye Gold’s EAs to be transferred to FWGR. As part of its expansion plans, FWGR will be required to make similar applications for appropriate EAs.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 35 Figure 4: Sibanye Gold’s Mining Rights Source: Sound Mining, 2022 3.4.1. Driefontein Operational Area The DMRE granted Sibanye Gold an EA under the 2014 EIA Regulations (GNR 983 and GNR 984) (the 2014 Regulations) on 11 May 2018. The approval is recorded in GP 30/5/1/2/3/2/1(51)EM and was transferred to FWGR on 11 July 2023. Driefontein MR: a new order MR (GP 30/5/1/2/2/51MR) was issued in 2007 and is valid until January 2037 and covers 9,490.62ha. Sibanye Gold is entitled to mine all declared material situated within this MR and has all the necessary statutory requirements in place. 3.4.2. Kloof Operational Area In 2016, Sibanye Gold also applied for an Integrated Environmental Authorization (IEA) which includes a waste management license for Kloof to undertake various listed activities, which the DMRE equally granted on 11 May 2018. The grant is recorded under GP 30/5/1/2/3/2/1(66)EM and the IEA remains valid until the end of Life-of-Mine (LoM). This IEA was transferred to FWGR in January 2022. Kloof MR: a new order MR (GP 30/5/1/2/2/66MR) issued in 2007, is valid until 2027 and covers 20,087ha. Sibanye Gold is entitled to mine all declared material falling within this MR and has all the necessary statutory requirements in place. Two Section 102 amendments were submitted in 2015 to extend the Kloof MR to include the Venterspost North, Venterspost South TSFs and RTSF. The Section 102 amendment for Venterspost North and Venterspost South TSFs was granted at the end of 2021. The RTSF Section 102 amendment was granted but has not been executed by Sibanye Gold as yet. A Section 102 is an application to the Minister of the DMRE to amend the rights permits, programs or plans associated with a particular MR. Sound Mining notes that FWGR is not involved with any legal proceedings that may have an influence on the rights to extract minerals nor on the legal ownership of all mining and surface rights.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 36 Neither Sibanye Gold nor FWGR are aware of any outstanding legal disputes that are applicable to FWGR as stated in the Exchange Agreement signed on 22 November 2017 and effective at the end of July 2018. To the best of Sibanye Gold’s and FWGR’s knowledge no land claims exist over the relevant properties and no outstanding legal disputes exist that could affect FWGR right to further develop the assets. To the best of the Sound Mining’s legal specialist’s knowledge, all statutory permits have either been approved or are in the process of being approved. In summary, the security of tenure for the FWGR is considered to be intact. The transfer of the TSFs by Sibanye Gold to FWGR involved the transfer of moveable assets; and therefore, are not subject to the transfer of the associated MRs to FWGR. In terms of the Exchange Agreement all risks and benefits of the business, passed from Sibanye Gold to FWGR including the rehabilitation liability of the TSFs. The portion of the Sibanye Gold’s rehabilitation trust fund related to these assets was transferred to an environmental trust fund. In 2022, these funds were subsequently transferred to a Guardrisk Cell Captive, under a ring-fenced environmental rehabilitation insurance policy for the sole use of the rehabilitation liability. 3.5. Driefontein Environmental Authorization Transfer Sibanye Gold’s Driefontein EA has been transferred to FWGR. The following amendments were approved: • the scope of FWGR was expanded to include DP2 for tailings processing and Driefontein 4 TSF as a deposition site as well as amending the sequence of reprocessing and disposal of residue tailings of Driefontein 5 TSF and Driefontein 3 TSF; and • the transfer of EA (Reference No.: GP 30/5/1/2/2(51)EM to FWGR. 3.6. Water Use Licenses Two Water Use Licenses (WUL) were granted to Sibanye Gold in terms of Section 21 of the National Water Act, 1998 (Act No. 36 of 1998) (NWA) over the Driefontein and Kloof mining areas on 9 March 2017 with Reference numbers: 10/C22B/ACFG/496 and 10/C23E/ACEFGJ4527 respectively. The WULs are valid for a period of twenty years, from the date of issuance and thus expire on 9 March 2037. Sibanye Gold is permitted to reclaim TSFs through hydraulic mining following which, retreatment takes place in and at the process plants. All the water comes from Driefontein’s underground works at Driefontein 10 shaft and from Kloof 10 shaft. Currently, residue from DP2 is disposed at Driefontein 4 TSF, however when the RTSF has been constructed and is operational, the residue will be disposed of at this facility. A return water dam will receive water from the RTSF where it will be recycled and reused in the reclamation operations. FWGR has chosen to use a closed water reticulation system to reduce its water consumption needs by recycling process water. The Dam Safety Regulations, under the NWA, require a Dam Safety License for the construction of the RTSF. The overarching WRTRP WUL has been successfully transferred to FWGR. In addition, an application has been submitted for the transfer of applicable water uses from the Driefontein WUL to FWGR. This application is yet to be granted by the Department of Water Affairs and Sanitation. 3.7. Other Permitting Requirements A Refinery License has been issued to FWGR by the South African Diamond and Precious Metals Regulator (SADPMR) to deal in unwrought precious metals. A Heritage Impact Assessment (HIA) covering Driefontein and Kloof was prepared and submitted to The South African Heritage Resource Agency (SAHRA). SAHRA responded by means of a Final Statutory Comment in letters dated 22 April 2016, granting conditional approval regarding the heritage sites at Driefontein and Kloof. A Section 34 application for a permit to destruct these identified heritage structures has been submitted to the Provincial Heritage Resources Authority of Gauteng.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 37 FWGR is the holder of Certificates of Registration 281 (CoR) issued in July 2019, in terms of the National Nuclear Regulator (NNR) for Driefontein 3 TSF, Driefontein 4 TSF, Driefontein 5 TSF, Kloof 1 TSF, Libanon TSF, Venterspost South TSF, Venterspost North TSF, Driefontein Plant 2 (DP2) Driefontein Plant 3 (DP3) and the RTSF. FWGR’s operations are governed by the Mine Health and Safety Act, 1996 (Act No. 29 of 1996) (MHSA). 3.8. Royalties Under the MPRDA, no Mineral Royalties are payable on the reprocessing of TSFs for gold. 3.9. Liabilities The Driefontein and Kloof EAs contain stipulative clauses as to what mitigatory and rehabilitative obligations exist and explicitly states that the rehabilitation requirements must be adhered to. Financial provision for remediation of environmental damage is stipulated in Section 24P of the National Environmental Management Act, 1998 (Act No. 107 of 1998) (NEMA) (as amended). FWGR obtained a Closure Cost Assessment from Digby Wells in July 2023 for two gold processing plants and seven TSFs. Currently, FWGR has sufficient rehabilitation guarantees and funds in place for all of its assets to satisfy the DMRE. The closure and rehabilitation liability for the operation is updated annually at the end of the financial year (FY). 3.10. Concluding Comments In terms of the Exchange Agreement all risks and benefits of the operation passed from Sibanye Gold to FWGR. In particular, the rehabilitation liability of the TSFs and associated infrastructure have been transferred to FWGR. The portion of the Sibanye Gold’s rehabilitation trust fund related to these assets has been transferred to the Guardrisk Cell Captive, under a ring-fenced environmental rehabilitation insurance policy for the sole use for environmental rehabilitation activities, with any shortfall covered by an insurance policy taken out by FWGR. There are no significant factors or material risks to the access, title or ability to perform work on the property. A consequence of the Use and Access Agreement is that there are no significant encumbrances to the property with regard to current and future permitting requirements. Outstanding permitting conditions are being proactively managed in-line with the required timeframes (Item 17). FWGR has not been served with any fines for violations. The QP notes that the Dam Safety Regulations, under the NWA, require a Dam Safety License for the construction of the RTSF. The existing and overarching WRTRP WUL has been successfully transferred to FWGR.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 38 4. ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY Item 4 (i); (ii); (iii) and (iv) The FWGR operations are 70km west of Johannesburg from where they can be accessed by travelling for approximately one hour along tarred roads. The TSFs are located at elevations between 1,570mamsl and 1,720mamsl (Figure 5). Figure 5: Topography of Southern Africa Source: Sound Mining, 2022 The area which forms part of the South African inland plateau region is typical of a mature landscape with gentle rolling undulations and shallow sided river valleys as shown in the topographic map (Figure 6).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 39 Figure 6: Topography Map of FWGR Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 40 Climatically, the area is classified as ‘moderate eastern plateau’ with by well-defined seasons characterized by warm to hot, moist summers and cool dry winters, often accompanied by frost (Figure 7). Figure 7: Climate and Rainfall of South Africa Source: Sound Mining, 2022 The temperate climate has an average ambient temperature of 20°C with dry winters between May and July (0°C to 18°C) and wet, warm summers from September to March (0°C to 27°C). The daily mean temperatures in January and July are 21.2°C and 9.8°C respectively. The Randfontein area, on average, receives 571mm of rain per year, with most rainfall occurring during summer in the form of thunderstorms. The highest rainfall occurs in January (107mm) and the lowest in June (0mm) where the wet season occurs from November to April. With the exception of summer thunderstorms, the climatic conditions have little to no effect on the mining operations at FWGR where work is done at all times of the year and where there is no operating season. The vegetation of the region is typical savannah grassland (Figure 8) but most of the area comprises disturbed grazing land and minor crop production. The major land uses in the area include agriculture in the form of maize and soya production as well as livestock grazing, formal and informal residential, mining and business uses.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 41 Figure 8: Vegetation of South Africa Source: Sound Mining, 2022 The area developed on the back of gold mining and is now well serviced with schools, suburbs, medical facilities, a rail network and other supporting infrastructure. The operation lies across the Randfontein and Merafong City Local Municipalities which provide potable water with the national electricity supplier - Electricity Supply Commission (Eskom), suppling the operation with power (Item 15). Infrastructure includes formal and informal dwellings, buildings, commercial farming infrastructure, roadside shops, privately owned infrastructure such as access roads, boreholes and dams, public infrastructure (roads and transmission lines) and mine accommodation. Personnel and supplies, from the surrounding areas, make use of both tarred and gravel roads connecting farms, mines and urban centers such as Carletonville and Fochville.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 42 5. HISTORY Item 5 (i) and (ii) Table 2 presents certain milestones in the development of FWGR’s mineral assets. Gold and uranium mining operations commenced in the late 1800s in the Witwatersrand Basin goldfields of South Africa and resulted in the accumulation of substantial amounts of surface tailings and other mine residues. The possible re-treatment of TSFs in the West Rand area has a long and complex history with Gold Fields Limited (Gold Fields), Rand Uranium Limited (Rand Uranium), Harmony Gold Mining Company Limited (Harmony), Gold One International Limited (Gold One) and Sibanye Gold completing a number of parallel, independent studies relating to the retreatment of these TSFs. There is an approximate fifteen-year history of metallurgical test work and process design which has been undertaken for a variety of combinations of assets and products recovered, as summarized in Table 2. Whilst these historical studies were for specific combinations of assets, they are not all relevant to FWGR in its current form. Prior to 2009, Gold Fields embarked on a project known as the West Wits Project (WWP) aimed at retreating several TSFs on its four mining complexes: Kloof, Driefontein, Venterspost and South Deep (Table 2) to recover residual gold, uranium and sulfur and storing the tailings on a new Central Tailings Storage Facility (CTSF). Similarly, Rand Uranium had embarked on the Cooke Uranium Project (CUP), which endeavored to treat the Cooke TSF for gold, uranium and sulfur and ultimately deposit the tailings onto the Geluksdal TSF, located very close to the CTSF. The two independent projects had similar operational and environmental mandates, within a 25km radius of each other. In 2009, Gold Fields and Rand Uranium evaluated the potential synergy of an integrated retreatment plan for TSFs located within the South Deep, Cooke, Kloof, Driefontein and Venterspost mining complexes. In 2012, Gold One acquired Rand Uranium and in the same year acquired the Ezulwini Mining Company (Proprietary) Limited (Ezulwini) in an agreement with First Uranium Corporation. During the same year Gold One, revived the tailings retreatment project and Gold Fields entered into a joint venture (JV) partnership with Gold One to investigate the economic viability of concurrently reprocessing current arisings and historical tailings from a number of sites situated in the greater Carletonville/Westonaria/Randfontein area. A scoping study was concluded in 2012. In early 2013, Gold Fields unbundled its Kloof and Driefontein Complex and Beatrix gold mines in the Free State Province to create a separate entity in Sibanye Gold and listed Sibanye Gold as a fully independent company on both the JSE and the NYSE stock exchanges. Subsequently, in October 2013, Sibanye Gold Limited purchased the interest held by Gold One in Rand Uranium and Ezulwini. The Gold One assets which became part of Sibanye Gold included the Cooke operations (underground mining and surface reclamation operations) for gold and uranium production. This transaction gave Sibanye Gold control of a substantial portion of the surface mineral resources in the region. A Preliminary Feasibility Study (PFS) was completed during 2013 and confirmed that there is a significant opportunity to extract value from the surface Mineral Resources. A number of Definitive Feasibility Studies (DFSs) were also subsequently completed on various combinations of TSFs. Sibanye Gold’s TSF reclamation assets were housed in a special purpose vehicle (SPV) called WRTRP. In 2018, Sibanye Gold vended its interest in WRTRP to DRDGOLD for an equity stake of 38.05% and an option to subscribe for additional shares for cash to take its stake to 50.1%. In mid-2018, FWGR initiated Phase 1 of a phased approach to its growing reclamation operations. In 2020, FWGR completed a DFS to understand the techno-economic merits of expanding the operations to a higher processing throughput, using different combinations of TSFs, the construction of a large-scale processing plant (CPP) and RTSF. The study concluded that the expansion was deemed robust and economically viability.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 43 Table 2: Historical Development of FWGR Owner/Operator Period Project and/or Transaction Properties Activity Outcomes Gold Fields Group Limited WWP Driefontein Complex (Driefontein 1, 2, 3, 4 and 5 TSFs); Kloof Complex (Kloof 1 and 2 TSFs, Libanon and Leeudoorn TSFs; Venterspost Complex (Venterspost North and Venterspost South); and the South Deep Complex Aimed at retreating several West Rand TSFs to recover gold, uranium and sulfur and storing the tailings on a new CTSF Gold Fields - subsidiary GFI Mining South Africa (Proprietary) Limited 2009 West Wits Tailings Treatment Project (WWTTP) Driefontein Complex, Kloof Complex, Libanon, Leeudoorn, Venterspost Complex and South Deep Complex WWTTP Feasibility Study near completion Rand Uranium Limited (Rand Uranium) 2009 CUP Cooke mining Complex CUP Feasibility Study near completion Treatment of the Cooke TSF for gold, uranium and sulfur. Arising tailings would be deposited onto the Geluksdal TSF located near the CTSF Gold Fields and Rand Uranium Late 2009 Discussion of synergy of WWTTP and CUP - combination of WWTTP and CUP Evaluation of a combined project Significant re-engineering and metallurgical test work required and the project was put on hold Rand Uranium 2010 to 2012 Completed the CUP and the Cooke Optimization Project (COP) CUP and COP Feasibility Study completed Applications for authorizations partially complete Gold One International Limited (Gold One) 2012 Acquisition of Rand Uranium and Ezulwini Revived the surface retreatment integration discussions - update CUP DFS The uranium price dropped significantly during this period Gold One JV with Gold Fields 2012 to 2013 JV to investigate economic potential of concurrently re-processing current arisings and TSFs TSFs and current arisings in the Carletonville/Westonaria/Randfontein region Gold One/Gold Fields JV Scoping Study completed end 2012 The work retuned the potential for further detailed study-work Gold Fields unbundled GFI Mining South Africa (Proprietary) Limited and created Sibanye Gold Limited Early 2013 Unbundling of the Kloof-Driefontein Complex and Beatrix Gold Mines and listing of Sibanye Gold on the JSE Limited and NYSE Unbundling of the Kloof-Driefontein Complex and Beatrix Gold Mines Sibanye Gold Limited 2013 Acquisition from Gold One of the Rand Uranium and Ezulwini assets As a result of the transaction, Sibanye Gold held most of the surface resources in the region Gold One/Gold Fields JV Scoping Study completed a PFS PFS showed significant opportunity to extract value from the surface resources Sibanye Gold 2015 Study initiated for the original Version 1 West Rand Tailings Retreatment Project (V1-WRTRP) Treatment of the Driefontein 5 TSS and Driefontein 3 TSF using Ezulwini uranium process plant DFS for the first phase of the V1-WRTRP The viability of the envisaged tailings retreatment project was confirmed Sibanye Gold December 2015 Integrated study on Version 2 of the WRTRP (V2-WRTRP) Cooke, Driefontein 5 TSF, Driefontein 3 TSF and Cooke 4 South TSF Integrated study for the production of gold, uranium and sulfuric acid - DFS for V2- WRTRP DFS for V2 - WRTRP. On completion of the DFS, the project progressed to Front End Engineering Design (FEED) level of accuracy whilst funding and permitting was sought Sibanye Gold 2016 Decision to close Cooke No 4 shaft DFS to determine economic viability of using existing infrastructure including DP2 and Ezulwini uranium process plant The viability of such a strategy was confirmed DRDGOLD 2018 DRDGOLD acquired 100% of Sibanye Gold’s SPV (WRTRP) for a now 50.1% equity in DRDGOLD Driefontein 3, Driefontein 4, Driefontein 5, Kloof 1, Libanon, Venterspost North, Venterspost South, TSFs, DP2 and land for a RTSF and CPP 2017 Competent Persons Report, required in terms of Chapter 12 of the JSE listing requirements, for the transaction DRDGOLD’s transaction effected and WRTRP renamed to FWGR FWGR 2020 FWGR Phase 2 expansion Driefontein 3, Driefontein 4, Driefontein 5, Kloof 1, Libanon, Venterspost North, Venterspost South, TSFs, DP2 and land for a RTSF and CPP DFS completed to understand the techno- economic merits of expanding the operations, using different combinations of TSFs, the construction of a large-scale processing plant (CPP) and RTSF The study found the expansion to be robust and economically viable Source: DRDGOLD, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 44 6. GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT Item 6 (i); (ii) and (iii) 6.1. Regional Setting, Mineralization and Deposit The mineral assets considered in this TRS are the tailings derived through the mining and processing of the Driefontein, Kloof, Libanon and Venterspost mines of the Witwatersrand Gold Fields. As such the mineralization of the mined material which produced the tailings, now being processed by FWGR, is described in this TRS. Whereas the nature of the underlying geology is not of direct relevance, an understanding of the scale and nature of the gold mineralization that was targeted in the historical mining operations provides insight into the structure and composition of the mineral assets. The assets of FWGR are derived from the West Rand and Carletonville Goldfields of the gold-bearing, late Archaean (2.7Ga to 3.2Ga), Witwatersrand Supergroup (Witwatersrand Basin). The Witwatersrand Basin is the largest gold bearing metallogenic province globally and is a roughly oval-shaped sedimentary basin, elongated in a northeast-southwest direction. The major north-south axis of the basin is approximately 160km long, stretching from Welkom to Johannesburg and where the minor, east-west axis, spans approximately 80km. The Witwatersrand Basin is filled with approximately 14,000m of sedimentary and subordinate volcanic units, of which only small portions outcrop to the south and west of Johannesburg. The Witwatersrand Supergroup overlies an Archaean (>3.1Ga) granite-greenstone basement and the 3.08Ga to 3.07Ga Dominion Group and is subsequently uncomfortably overlain, by units of the Ventersdorp (~2.7Ga), Transvaal (~2.6Ga) and Karoo (~280Ma) Supergroups (Figure 9). The basin hosts vast auriferous and uraniferous deposits which have been grouped into geographically distinct sub-basins or goldfields (Figure 10). The goldfields are separated by stratigraphy where no economic mineralization has been discovered. The stratigraphy of the Witwatersrand Supergroup is broadly split into two Groups, namely the Central Rand and the West Rand Groups, which in turn are split into a series of subgroups, formations and members (Figure 11). The stratigraphic structure of the Witwatersrand Supergroup is well understood at subgroup level, however at formation level, correlation problems are encountered between the defined goldfields. The recognition of basin-wide disconformities, can be used as a basis for stratigraphic correlation and thus permits the correlation of formations between the various goldfields to higher comfort levels (McCarthy and Rubidge, 2006). The principal economic reefs have been correlated across various goldfields and do not occur at the same stratigraphic level. Recent studies consider the deposition in the Witwatersrand sediments to have taken place along the interface between a fluvial system and an inland sea. Specifically, this body of water is considered to be a retroarc-foreland basin which formed in response to crustal thickening on the northern edge of the Kaapvaal Craton, during a collision with the Zimbabwe craton to the north. The varying stratigraphic position of the narrow, 0.1m to 2.0m thick quartz-pebble conglomerate reefs are interpreted to represent major, diachronous, entry points of coarse-grained sediment into the basin. They appear to be laterally coalesced fluvial braid-plains, where gold was concentrated within conglomerates which developed, primarily along erosional unconformities. The extent of the development of the various unconformities is greatest near the basin margins and decreases towards the more distal areas. Complex patterns of syn-depositional faulting and folding have caused significant variations in sediment thickness and sub-vertical to over-folded reef structures are characteristic of the basin margins. Structurally, the Witwatersrand Basin has experienced a long and complex history, affected by several superimposed structural events, differentiated as syn- and post-depositional deformations. Syn-depositional deformation played a key role in the original distribution of sediments which controlled the locality of auriferous conglomerates and the thickness of enclosing sedimentary sequences. Later faulting and folding of the sequence determined which parts of the Witwatersrand Basin remained buried, as well as the depth extent of mineable horizons, relative to the present-day surface.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 45 Figure 9: Regional Geological Setting of the Witwatersrand Supergroup Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 46 6.2. Local Geological Setting, Deposit and Mineralization In terms of a more local description, the FWGR assets comprise of TSFs of tailings material derived from the mining and processing of ore from the Driefontein, Kloof, Libanon and Venterspost mining operations, located in the West Rand and Carletonville Goldfields, on the north-western rim of the Witwatersrand Basin (Figure 10). Figure 10: Geology of the Witwatersrand Basin Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 47 These operations exploit the Ventersdorp Contact Reef (VCR) located at the top of the Central Rand Group, the Carbon Leader Reef (CLR) near the base of the Central Rand Group and the Middelvlei Reef, which stratigraphically occurs 50m to 75m above the Carbon Leader. Additional minor reefs including the Kloof, Elsburg, Kimberley and Libanon Reefs are exploited at some operations (Figure 11). The Central Rand Group, is dominated by course-grained siliciclastic metasedimentary facies with subordinate fine-grained (mudstone) facies. Its depositional environment is interpreted as alluvial deltas and braided streams which formed at the fluvial - shallow marine interface. The proximal, high-energy facies are directly linked with the concentration of detrital gold, pyrite and uraninite and thus the Central Rand Group accounts for 95% of the gold production from the Witwatersrand Basin. Figure 11: Witwatersrand Supergroup Stratigraphic Section Source: Frimmel et al, 2005


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 48 The gold bearing reefs are fundamentally distinguished by their association with quartz-pebble conglomerates, which are confined by a basal angular unconformity and an upper planar bedding surface separating it from an overlying quartz wacke or siltstone unit. The extent of the unconformable surfaces is typically greatest at the basin margins and decreases towards the distal areas of the basin. The Witwatersrand Supergroup is poorly exposed in outcrop due to the overlying, younger cover sequences. The surface geology of the mining area comprises outliers of Karoo Supergroup shales and sandstones, followed by Pretoria Group sediments and the Chuniespoort Group dolomites of the Transvaal Supergroup. In the center of the Witwatersrand Basin, units of the Witwatersrand Supergroup have been upturned and exposed in the Vredefort meteorite impact crater which is dated at 2,023Ma. The region is structurally complicated with a major structural fault, the West Rand Fault, separating the West Rand Goldfield operations from the South Deep Gold Mine to the east (Figure 10). Additional horst structures are superimposed upon the southeast plunging West Rand Syncline including the Bank Fault (Figure 10), a large west dipping fault with a down-throw to the west. The structural features affect the preservation, depth and length of the economic reefs. In the area east of the Bank Fault the majority of mining exploits the VCR, with minor contributions from the Middelvlei Reef and the Kloof Reefs (Gold Fields). West of the Bank Break the CLR is generally a high-grade reef and represents the major source of Run-of-Mine (RoM) with minor contributions from the VCR and Middelvlei Reef. 6.3. Property Geology, Deposit and Mineralization FWGR TSFs are located on two mining rights (Figure 12) within the West Rand and Carletonville Goldfields. As stated above, they are the processed waste derived from the mining and processing of auriferous and uraniferous ores from Driefontein, Kloof, Libanon and Venterspost mining operations. The mining operations targeted different reefs, namely: • the Driefontein TSFs comprise primarily processed VCR, CLR and Middelvlei Reef; • the Kloof TSF comprises primarily processed VCR, Middelvlei Reef and the Kloof Reef; • the Venterspost TSFs comprise primarily processed Middelvlei Reef and VCR; and • the Libanon TSF comprises material from the VCR, Libanon Reef, Kloof Reef and Middelvlei Reef. The composition of a TSF depends on the geochemical make-up of the material being mined and the chemicals used in the mining and extraction process. In addition to the internal structure, the TSF reflects the mining strategy and depositional methodologies employed at each operation. A single TSF can have portions of different composition and specific gravity (SG) due to changes in underlying orebody contribution, the deposition of tailings arising from different operations and differing depositional strategies. The bulk density of tailings material is a critical factor in the accurate estimation of quantities and thus an investigation into the lateral and vertical variation was conducted. These factors can result in a considerable variation in gold content and distribution throughout a TSF where such variation has an impact on final recoveries and projected revenues for the operation. Various exploration programs and subsequent geological modelling has enabled the classification of FWGR TSFs as Mineral Resources with a bulk density ranging from 1.40g/cm3 to 1.45g/cm3. In addition, secondary processes such as metal re-mobilization, erosion, weathering, leaching and acid mine drainage can further affect the geochemical characteristics of a TSF. These processes tend to progress faster in a TSF compared to a primary ore body as weathering, erosion and oxidation are accelerated by the fine particle size of the material, and leaching together with acid mine drainage occur due the large amount of water associated with TSFs. Gold can undergo mobilization within the TSF with time and hence may exhibit areas of re-concentration and even be present in the sub-structure soil. The geochemical characteristics of the footprint geology, such as dolomites, granites, quartzites, has a bearing on the mobilization dynamics of a TSF. Hence, depending on several factors such as footprint, age of deposition, beneficiation and primary reef origin of slimes, a TSF may exhibit areas/layers of differing grade profiles. The modelled dumps show vertical and lateral variation in gold grade and although exceptions occur, in general, the grade tends to increase towards the bottom of the dump and into the footwall. Detailed exploration results and geological modelling is outlined in Item 7 and Item 11 respectively.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 49 Figure 12: Property Geology Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 50 7. EXPLORATION Item 7 (i); (ii); (iii); (iv); (v) and (vi) Exploration completed on the TSFs has been used in the generation of a Mineral Resource estimate for each TSF. All TSFs are included in the LoM plan and no exploration has been completed on additional exploration targets. 7.1. Methods and Databases The extent, morphology and structure of the TSFs is relatively simple when compared to conventional mineral deposits. Consequently, the exploration programs are also simple and straightforward. Exploration of the FWGR’s assets comprised: • auger drilling programs to permit sampling for gold content and mapping of the gold distribution undertaken in drilling campaigns by Gold Fields in 2007, 2008 and 2009 for the Driefontein, Kloof, Libanon and Venterspost TSFs; • surveying of the borehole collars undertaken by Gold Fields in-house surveyors to determine physical dimensions and volumes verified independently by Light Detection and Ranging (LIDAR) consultants; • metallurgical and flow sheet development test work including historical studies by SGS South Africa (Proprietary) Limited (SGS) and recent test work by Mintek; and • tailings toxicity tests and SG determination - undertaken by SLR Consulting (Africa) (Proprietary) Limited and The RVN Group (Proprietary) Limited (The RVN Group). 7.2. Geophysical Characterization No geophysical investigation of the TSFs has been undertaken as part of the exploration programs. 7.3. Geo-hydrological Characterization A geohydrological investigation of the TSFs did not form part of the exploration programs. It is not required for the determination and classification of FWGR’s Mineral Resources. The handling of surface water is described in the mining and processing Items (Item 13 and Item 14). 7.4. Geotechnical Characterization A geotechnical investigation of the TSFs did not form part of the exploration programs. It is not required for hydraulic mining of the unconsolidated tailings material. The slope angles and bench widths do not pose a risk to the mine design (Item 13.1). Geotechnical assessments were performed for the design of the RTSF (Item 15.1.2). The auger drilling method performed during exploration does not allow for the orientation of samples. Geotechnical characterization is not applicable to the determination and classification of FWGR’s Mineral Resources. 7.5. LIDAR and Surveying A detailed helicopter-based LIDAR survey was undertaken by Gold Fields in late 2008. The survey was conducted by Southern Mapping Company (Proprietary) Limited and the total area surveyed was approximately 44,000ha. The aerial survey was conducted using an aircraft mounted LIDAR system which scanned the ground below with a 70kHz laser. Digital color images were also gathered to produce color orthophotos. The survey was conducted at a height of 1,100m above datum with an image pixel size of 15cm. The vertical accuracy was 10cm and the horizontal accuracy was 20cm. The survey was calculated in Hartebeesthoek94, LO27 projection with ellipsoidal heights. The data was supplied to Gold Fields in CAPE LO27 with orthometric heights. The LIDAR survey provided surface data from which three-dimensional (3D) models of the TSFs were constructed.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 51 The Driefontein 5 TSF and Driefontein 3 TSF were surveyed in 2004 and 2006 respectively by Gold Fields, using differential Global Positioning System (GPS) methodology. In all instances it was found that the vertical positioning of the drillhole collars were offset from the surface of the TSFs as determined from the LIDAR survey. The offset ranges from approximately 0.5m to several meters. It was assumed that the LIDAR survey was the more accurate of the two surveys and the drillhole positions were moved to intersect the top of the TSF wireframes. 7.6. Drilling Historical exploration programs and Mineral Resource estimates that have contributed to the overall exploration database include: • a Mineral Resource estimate (Minxcon 2008); and • Gold Fields (2007) undertook an initial drilling campaign on Driefontein 5 TSF and Driefontein 3 TSF. The Mineral Resources were reported in Minxcon (Proprietary) Limited (Minxcon) report R2008-14 (2008). The drilling continued in 2008 to cover 13 TSFs in the Kloof, Driefontein, and Venterspost areas. The drilling was done on either a 100m-by-100m or a 200m-by-200m grid. All drillholes were vertical and downhole surveys were considered unnecessary as the drillholes were shallow, generally <70m deep. The drillhole grid and downhole sampling density are sufficient to establish both grade and geological continuity. The drilling was undertaken using a fully portable hydraulic drill rig comprising a rotating spiral auger drill encased in a stainless-steel core barrel/rod. The rod comprises a 50mm nominal bore drill rod and inner spiral, with the inner spiral rotating in the opposite direction to the outer casing whilst advancing into the tailings material. The drilling is performed dry and due to the nature of the drilling the resultant samples are not oriented. Orientation is not relevant to mining methodologies of the TSFs. Samples have been described and assayed appropriately to support a Mineral Resource estimation. Two drilling contractors were utilized, namely Dump and Dune Drillers (Proprietary) Limited and Gold Mine Sands and Slime Dam Drillers (Proprietary) Limited. Both companies have experience in the drilling of tailings material and comply with industry practices. Auger and sonic drilling of tailings material by its nature is intrinsically open to contamination and therefore requires particular care to ensure the results are adequate for use in a Mineral Resource estimate. The drilling programs were supervised by in-house qualified geologists and a high degree of corporate governance is evident. The drilling methodologies were independently audited by SRK Consulting (Proprietary) Limited (SRK) in 2008 for Driefontein 5 TSF, Driefontein 3 TSF, Kloof 1 TSF, Libanon TSF, Venterspost North TSF and Venterspost South TSF. Drilling logs were kept by the drilling foreman but no sample photographs were kept. Given the drilling methodology, this is not considered inappropriate. Overall conclusions for each drilling campaign suggest that the drilling and sampling programs were conducted to industry standards and suitable for incorporation into a Mineral Resource estimate. The location of the drillhole collars for the TSFs are shown in Figure 13 to Figure 18. The total number of drill holes is 1,180 with an approximate length of 72km. 7.7. Exploration Budget Numerous historical exploration activities now contribute to the FWGR’s overall exploration database and it is anticipated that FWGR will continue to conduct exploration activities which are necessary to keep ahead of recoveries and to update knowledge of the content within the TSFs. Provisions for future exploration are included in the DCF model.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 52 8. SAMPLE PREPARATION, ANALYSIS AND SECURITY Item 8 (i); (ii); (iii); (iv) and (v) 8.1. Sampling Method Auger Drilling: the auger drill comprises a rotating spiral auger drill bit encased in a stainless-steel core barrel. The core barrel comprises a 50mm drill rod and inner spiral, with the inner spiral rotating in the opposite direction to the outer casing as the tailings material is penetrated. The extension rods and spiral augers have three lengths; namely 1.5m, 3.0m and 4.5m. The typical drilling cycle comprised the following sequence, repeated until the floor of the TSF was intersected: • an initial sample was drilled with a 1.5m spiral auger/sample tube, after which the first sample was extracted; • the subsequent sample was drilled with a 3.0m auger/sample tube and the 1.5m sample extracted; • thereafter, a 4.5m spiral auger/sample tube was used and the sample extracted; and • the succeeding samples were extracted from the 4.5m spiral auger plus a 1.5m extension rod, followed by a 3.0m extension rod and then a 4.5m drill rod. The first two samples were extracted directly into new sample bags by using the drill rig to reverse the rotation of the spiral within the 1.5m and 3.0m auger/sample tubes. The sample bag was placed over the end of the tube to collect the sample following which the spiral auger and interior of the barrel were cleaned by using a cloth and a steel brush to remove the tailings material. Subsequent samples were extracted by removing the spiral auger and the sample collected in a rubber trough. The first 10cm to 15cm of the sample were discarded as they would be the most likely to have contamination and the remainder of the sample was transferred into the bag at the end of the rubber trough. The sample bag was then closed, placed in sequence and the tickets added. The sample at the floor of the TSF is collected into two separate bags containing the soil/footprint sample and the lowermost tailings sample. The entire sample was collected and consequently the full length of the TSF was sampled, ensuring representivity. No relationship exists between sample recovery and grade as the material is fine grained and the entire sample was collected so no preferential loss of fines is anticipated. Each resulting sampled weighed between 2kg and 4kg and is considered suitable for the fine grain size of the tailings. No selective sampling was undertaken. The drilling sites were visited by independent consultants who concluded the sampling and management of samples by the drillers was of a high quality, well controlled and from the evaluation of the quality control data, the number of errors made by the drillers was very small. The samples were not geologically nor geotechnically logged as these criteria cannot be obtained from an auger sample. 8.2. Sample Security The database used for the Mineral Resource estimation was thoroughly reviewed and found to be reliable. 8.3. Analytical Laboratories Four independent laboratories were used for sample analysis, namely: • SGS, located on Santos Road off the, R559 Zuurbekom Road, Randfontein; • Set Point Laboratories (Set Point), located at 55 Angus Crescent, Longmeadow Business Estate Ext 7, Kempton Park; • ALS Chemex South Africa (Proprietary) Limited (ALS), located at 3 Friesland Drive, Longmeadow Business Park, Edenvale, and • Performance Laboratories (Proprietary) Limited (Performance Laboratories), located at Cooke Recovery Plant, Santos Road, Off the R559 Randfontein.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 53 All except for Performance Laboratories, are accredited by the South African National Accreditation System (SANAS) for gold assay. At the time of work, Performance Laboratories did meet the requirements of ISO/IEC 17025:2005 for gold assay which accreditation was valid until February 2015. Set Point and ALS were independently inspected and found to follow best practice principles of quality management. They have procedures of chemical analysis and assay that meet the requirements for code compliance. They use sample preparation equipment that complies with international accepted practices and laboratory information management systems with sample tracking. Quality management systems exist with quality checks throughout the entire assay and analytical process. 8.4. Analytical Procedures Gold analysis was undertaken using standard fire assay methodology with gravimetric finish which is considered appropriate and is conventional industry practice for the sample type. The laboratory sample preparation was standard for auger drill samples and included drying, jaw crushing to a nominal 10mm if compacted, pulverizing with a disc pulverizer and manual homogenization. The final sample size submitted for assay was 500g and the likelihood the samples being non-representative is low. 8.5. Quality Assurance and Quality Control (QA/QC) The internal laboratory standards and blanks (between two and four per fifty) were inserted in every batch. Internal standards with a blind standard were used on all instruments. The laboratories undertake regular evaluation of overall performance by statistical evaluation of all QC data. The laboratory internal checking processes were independently checked and found to be standard and reliable. Several checks were undertaken on the importation of data into the Mineral Resource estimation software with no issues highlighted. Laboratory reports suggest that blanks and Certified Reference Materials (CRM) were included for every 100 samples. The CRMs submitted were African Mineral Standards (AMIS) AMS0046 at 0.67g/t Au; AMIS AMS0080 at 1.14g/t Au and accredited blank AMIS AMS0069 <0.002g/t Au. The spread of gold grades in the CRM is appropriate and the review of the quality control and quality assurance data concluded that 13.7% of the total population of samples (13,000 samples) were outside of the two standard deviation limits allowed and were re-analyzed. 8.6. Bulk Density In general, the conversion from volume to quantity in the case of mineral deposits is undertaken by the application of a density or the SG determined experimentally on dry samples. Density is the mass per unit volume e.g., t/m3, whilst SG is the ratio of the density of a substance to the density of a reference substance (usually water); and is a unitless ratio of the mass of a substance to the mass of a reference substance for the same given volume. Wet density measurements can be undertaken for samples with moisture content. Bulk density, however is defined as the dry weight of a material per unit volume of that material. Bulk density considers both the solids and the pore space; whereas, density and SG consider only the solids. The density throughout the various TSFs will vary marginally depending on the original reefs mined. An average density of 1.40t/m3 was used in the 2018 Mineral Resource estimate but this Mineral Resource has now been updated using a density of 1.42t/m3 because of data subsequently available to FWGR from the current operations and from recent test work performed by The RVN Group. This compares favorably with the average densities reported by other companies in the business of retreating Witwatersrand tailings (Table 3).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 54 Table 3: Dry Densities used by Other Re-treatment Companies for the Witwatersrand Operations Company TSF Dry Density (t/m3) Rand Uranium West Rand Operations 1.45 Anglo Gold Ashanti Vaal River Operations 1.45 Ergo Mining (Proprietary) Limited Elsburg Tailings Complex 1.42 Mintails SA West Rand Projects 1.40 Source: Sound Mining, 2022 The QP has therefore assumed a consistent density of 1.42t/m3 for the Mineral Resource estimate as at 30 June 2023. The use of a dry density in the estimation of an in situ Mineral Resource is standard best practice and the dry density value has been applied to the Mineral Resource estimate. 8.7. Concluding Comments The QP considers the sampling method, sample preparation and analytical procedures adequate for this type of mineralization. Sample security is considered adequate and the resulting database reliable. Standard analytical processes were used for sample grade determination with Quality Assurance and Quality Control (QA/QC) (Item 9) providing confidence in the results.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 55 9. DATA VERIFICATION Item 9 (i); (ii) and (iii) 9.1. Independent Verification The TSFs exploration programs were conducted during 2007 to 2009 with independent oversight and review provided by Minxcon (Proprietary) Limited, with auditing of the results by SRK Consulting (Proprietary) Limited. The overall conclusions for each drilling campaign suggests that the drilling and sampling programs were conducted to industry standards and are acceptable for a Mineral Resource estimate. The TSF volumes were independently verified by Southern Mapping Company Limited. Sound Mining has since completed an independent review of the available information and a verification of the data used for the LoM plan to exploit FWGR’s Mineral assets. This involved integrity checks on the capturing of data and interviews with the specialists involved in the original exploration programs. The QP is satisfied with the accuracy and integrity of the Mineral Resource estimate. The QP is further comforted by the fact that mining of the Driefontein 5 TSF (December 2018 to current) has confirmed both the volume and grade estimates of the TSF. It should also be noted that the type and style of mineralization of the original reefs exploited during the establishment of the TSF assets are not relevant to the Mineral Resource estimate. 9.2. Concluding Comments The QP has relied on the verification process completed in the original Mineral Resource estimation and is of the opinion that the data is adequate for use in this TRS.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 56 10. MINERAL PROCESSING AND METALLURGICAL TESTING Item 10 (i); (ii); (iii); (iv) and (v) 10.1. Metallurgical Test Work The test work described here under relates to understanding recoveries applicable to the TSF mineral deposits. The metallurgical characterization of the TSFs in the area have been covered by numerous techno-economic studies from 2000 to date. These have ranged from Scoping Studies through PFS work to DFS levels of accuracy. The metallurgical test work covered various processing options including direct leach, grinding, ultra-fine grinding and flotation. Metallurgical test work, on the FWGR’s TSFs, was completed by three independent laboratories, namely SGS Lakefield (SA) located at 58 Mellville Street Booysens Johannesburg 2091, Mintek located at 200 Malibongwe Drive, Praegville, Randburg, 2194, and Paterson & Cooke located at Regus Business Centre, Country Club Estate, Johannesburg, Woodlands Drive, Woodmead, 2191. Results were independently reviewed by ENC Minerals (Proprietary) Limited and are considered acceptable by the QP. These laboratories are all accredited by the SANAS for gold assay. All three laboratories were independently inspected. They follow conventional best practice principles of quality management and have procedures of chemical analysis and assay that are accepted as fulfilling the requirements of compliancy demanded of modern mining companies. They use sample preparation equipment that complies with international accepted practice. They have installed well developed laboratory information management systems with sample tracking. They have evolved quality management systems in place with quality checks through the entire assay and analytical process. Test work has been performed on Driefontein 5 TSF, Driefontein 3 TSF, Libanon TSF, Kloof 1 TSF and Venterspost North TSF. Less test work was performed on the Venterspost South TSF. The diagnostic leach results as well as gold deportment per size fraction of the Driefontein TSFs are included in Table 4, Table 5 and Table 6. Table 4: Full Diagnostic Leach Results on Un-milled Feed Samples Diagnostic Results Un-milled Feed Sample Association Driefontein 5 TSF Driefontein 3 TSF (g/t Au) (% Au) (g/t Au) (% Au) Gold Available to Direct Cyanidation 0.22 52.4 0.24 54.7 Gold that is Preg-robbed Carbon-in-Leach (CIL) 0.00 0.0 0.02 3.5 Gold Associated with GCI Digestible Minerals 0.05 11.4 0.06 14.9 Gold Associated with HNO₃ Digestible Minerals 0.04 10.3 0.03 6.9 Gold Associated with Carbonaceous Matter 0.00 0.0 0.02 4.1 Gold Associated with Quartz (balance) 0.11 25.9 0.07 16.0 Total 0.41 100.0 0.43 100.0 Source: Mintek, 2015 Table 5: Driefontein 5 TSF Feed Sample Assay by Size Particle Size (µm) Mass (%) Cumulative Mass (% mass) Discrete Grade Au (g/t) Discrete Distribution (%) Cumulative Distribution (%) Au U3O8 S2 Au U3O8 S2 150 5.5 94.5 1.13 15.2 4.1 0.9 100.0 100.0 100.0 106 10.8 83.6 0.62 16.3 4.8 1.9 84.8 95.9 99.1 75 15.1 68.5 0.34 12.4 7.9 6.1 68.6 91.0 97.2 53 10.6 58.0 0.27 6.9 6.3 11.9 56.1 83.2 91.1 38 8.7 49.3 0.32 6.7 6.4 16.1 49.2 76.9 79.2 25 9.0 40.3 0.31 6.8 7.9 17.6 42.5 70.5 63.1 15 22.0 18.3 0.23 12.3 36.9 33.6 35.7 62.6 45.5 -15 18.3 0.53 23.4 25.7 11.9 23.4 25.7 11.9 Total 100.0 100.0 100.0 100.0 Head Grade (calculated) 0.41 Head Grade (measured) 0.41 Variance 0.70% Source: Mintek, 2015


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 57 Table 6: Driefontein 3 TSF Feed Sample Assay by Size Particle Size (µm) Mass (%) Cumulative Mass (% mass) Discrete Grade Au (g/t) Discrete Distribution (%) Cumulative Distribution (%) Au U3O8 S2 Au U3O8 S2 150 5.0 95.0 1.48 18.0 5.5 0.08 100.0 100.0 100.0 106 12.9 82.0 0.39 12.2 5.9 1.8 82.0 94.5 99.2 75 17.0 65.0 0.37 15.3 8.9 7.9 69.8 88.6 97.5 53 10.5 54.6 0.34 8.6 6.8 12.6 54.5 79.8 89.5 38 8.4 46.2 0.34 6.9 6.3 16.1 45.9 72.9 76.9 25 7.8 38.4 0.27 5.1 6.1 14.7 38.9 66.7 60.7 15 24.9 13.5 0.29 17.5 40.2 38.8 33.8 60.5 46.1 -15 13.5 0.50 16.3 20.3 7.3 16.3 20.3 7.3 Total 100.0 100.0 100.0 100.0 Head Grade (calculated) 0.41 Head Grade (measured) 0.43 Variance 4.10% Source: Mintek, 2015 The presence of preg-robbers in the tailings material can be ascertained from the above results. Preg-robbing is the phenomenon whereby the gold cyanide complex, Au (CN)2, is removed from solution by the constituents of the ore. The preg-robbing components may be the carbonaceous matter present in the ore, such as wood chips, organic carbon, or other impurities, such as elemental carbon. The actual content of the preg-robbers in the samples seems to vary from 0% up to 10% in certain samples. This pattern is consistent with results from similar operations and is a function of the nature of the material being re-mined. In particular, areas on a TSF which contain organic matter and plants (i.e., side walls, reed beds etc.) will have elevated preg-robbing content. It is therefore an established practice to design a plant with a Carbon-in-Leach (CIL) system and not a Carbon-in-Pulp (CIP) system. The process design does allow for CIL to mitigate the impact of preg-robbers on recovery potential. The recoveries in Table 7 are underpinned by test work and records from the currently throughput of Driefontein 5 TSF at the DP2. FWGR also actively try to liberate addition gold locked in silicates through additional fine grinding by employing a regrind ball mill to enhance overall recoveries. This possibility for improved recoveries is supported by the fact that approximately 30% of the contained gold is found in the coarse fractions (>106µm). Historically the most favorable liberation on Witwatersrand Basin gold bearing ores have been achieved at grind sizes of <75µm. Both the diagnostic leach and assay by size results confirm the need to mill the coarse fractions in order to improve recovery. Based on the test work, Sound Mining’s QP is comfortable that the following processing recoveries are achievable on the various TSF feed sources (Table 7). Table 7: Summary of Process Recovery Potential TSF Process Recovery (%) Driefontein 5 49.5% Driefontein 3 56.6% Kloof 1 50.5% Libanon 47.2% Venterspost North 54.7% Venterspost South 62.5% Source: Sound Mining, 2022; and FWGR, 2020 10.2. Concluding Comments The initial metallurgical test work, sampling and bulk sample trials used to support the Mineral Resource estimates and feasibility study- work is considered by the QP to reasonably represent the deposit as a whole. The processing of the Driefontein 5 TSF has provided the QP with further confidence in that the actual metallurgical recoveries have been consistent with the initial forecast.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 58 11. MINERAL RESOURCE ESTIMATES Item 11 (i); (ii); (iii); (iv); (v); (vi) and (vii) The original Mineral Resource estimates of 2009 were confirmed by Sound Mining in 2018. Sound Mining independently reviewed the database, geological models, estimation methodology and classification criteria. Sound Mining concluded that the estimations are based on a suitable database of reliable information and that no material issues were found which could affect the overall estimate. The density assumption used for the various TSFs in the 2018 Mineral Resources estimate was 1.40t/m3. It has since been revised to 1.42t/m3 following FWGRs data from the mining of the Driefontein 5 TSF. Geological losses are not applied because the entire volume of a TSF will be processed once included into FWGR’s Mineral Resource base for future exploitation. 11.1. Geological Models and Interpretation TSFs constructed from the tailings of Witwatersrand gold mining operations have been successfully and economically exploited for decades and the geotechnical and geometallurgical characteristics are well understood from experience and test work on the FWGR assets themselves. Apart from the potential risks identified in Item 12.1, no factors of a geotechnical or geometallurgical nature have been identified that would have a significant effect on the prospects for eventual economic extraction. The exploration database has been demonstrated to comprise analytical data obtained from reliable laboratory assays on samples obtained from sampling and drilling programs based on industry best practice. The drillhole grid spacing is comparatively close for typical TSF drilling programs and the entire depth of each TSF was sampled. The data density is therefore considered sufficient to assure continuity of mineralization and structure and provides an adequate basis for estimation. The exploration database was imported into DataMineTM Studio 3 software and data validation was undertaken to ensure the integrity and validity of the imported data. The samples for Driefontein 5 TSF and Driefontein 3 TSF represent 3.0m composite samples while the samples from all of the other TSFs were 1.5m in length. The final sample length for each borehole, where it contained footwall material, was separated into tailings and footwall material and treated separately by the laboratory. Three dimensional wireframe envelopes were constructed from surveyed data and drillhole information. The top wireframe surface for the Driefontein 3, Driefontein 5, Kloof 1, Libanon, Venterspost North and South TSFs were constructed from LIDAR data. The base/footprint wireframe was constructed from the soil intercept depths from the drillhole data and the footprint perimeter. The wireframes comprised simple 3D representations of the volume of the TSFs and as such are not open to alternative interpretations. 11.2. Estimation Methodology Ordinary Kriging was undertaken for the gold grade estimation which allows for testing of the accuracy and efficiency of the estimation. Due to the construction of the TSFs and potential gold remobilization, a spatial grade distribution was anticipated and since Kriging is based on modelling the spatial variances within an orebody, this method was considered the most reliable and accurate. The capping of anomalously high-grade values was only applied to Driefontein 5 TSF and Kloof 1 TSF. These capping values were determined from the probability plots generated for each TSF. Capping in the variography stage of the estimation limits the excessive variances of the anomalously high grade from skewing the distribution away from the representative variance of the data distribution. Capping in the Kriging stage limits the zone of influence that the ultrahigh grades have on the estimation of the surrounding areas. This is considered an appropriate method of data handling.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 59 The following parameters were applied in the Kriging process: • 50m-by-50m-by-3m block size as derived from 100m-by-100m drillhole spacing and 1.5m sample lengths for Driefontein 5, Driefontein 3, Kloof 1, Libanon, Venterspost North and South TSFs; • sub-cells employed at a minimum of 10m-by-10m (X and Y) for each TSF; • first search volume (SVOL1): • X and Y at approximately the variogram range; • Z search volume was in general the downhole variogram range equating to a search of 6m. Given the stratified nature of the TSFs an excessive search in the vertical direction could result in smearing of grades vertically; • minimum of 12 samples within the search volume one (SVOL1); and • maximum of 40 samples within the search volume one (SVOL1). • second search volume (SVOL2): • approximately 1.5 times the first search volume; • minimum of four samples within the search volume; and • maximum of 40 samples within the search volume. The spatial relationships of the sample grades were investigated with variograms. Both downhole and planar variograms were calculated and modelled. The aim of the downhole variograms was to determine a nugget value and the applicable vertical range of continuity, whilst the planar variogram used the nugget value determined from the downhole variogram. The anisotropy (the difference, when measured along different axes, in a material's physical or mechanical properties) for gold in each TSF was investigated. The variograms were deemed best represented by omni-directional models and the variogram parameters are shown in Table 9. The vertical (i.e., Z) range of the planar variogram model was replaced by the range determined from the downhole variogram. Where necessary (Driefontein 5 TSF and Kloof 1 TSF) both the downhole and planar variograms were conducted using top-cuts, determined from the probability plots generated for each element for each TSF. 11.3. Mineral Resource Classification The applied Mineral Resource classification is a function of the confidence of the asset tenure and consideration of the entire process from drilling, sampling, geological understanding and geostatistical relationships. FWGR’s legal tenure is secured through the necessary permitting required to access and exploit the moveable assets. The drilling, sampling, analytical processes and governance of the exploration programs have been appropriate and in-line with industry best practice and are considered to be of high confidence. The density used in the conversion from volume to tonnage has been determined from both in situ measured values and empirical data and is considered reliable. In addition, the following statistical criteria were applied to the Mineral Resource classification: • number of samples used to estimate a specific block: • Measured: at least four drillholes within the variogram range and minimum of twenty 1.5m composited samples; • Indicated: at least three drillholes within the variogram range and a minimum of twelve 1.5m composite samples; • Inferred: less than three drillholes within the variogram range. • distance to sample (variogram range): • Measured: within at least 60% of variogram range; • Indicated: within variogram range; • Inferred: further than variogram range. • lower confidence limit (blocks): • Measured: less than 20% from mean (80% confidence); • Indicated: 20% to 40% from mean (80% to 60% confidence); • Inferred: more than 40% (less than 60% confidence).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 60 • Kriging efficiency: • Measured: more than 40%; • Indicated: 20% to 40%; • Inferred: less than 20%. • Kriged variance: a relative parameter used in conjunction with the other criteria. • deviation from lower 90% confidence limit (data distribution within the Mineral Resource area considered for classification): • Measured: less than 10% deviation from the mean; • Indicated: 10% to 20%; • Inferred: more than 20%. In accordance with the criteria noted above, all of the TSF Mineral Resources were classified as Measured Mineral Resources. 11.4. Mineral Resource Verification The following data was received, interrogated, and verified by Sound Mining (Table 8). Table 8: Data Interrogated per TSF TSF De-surveyed DataMineTM Borehole File Final Block Model Report Driefontein 5 compall1_au_u_s.dm dr5_krig_all fin.dm Minxcon 2009 updated by Sound Mining 30 June 2022 Driefontein 3 compall.dm drth_krig_allfinal2b.dm Minxcon 2009 Kloof 1 compall.dm kl1_krig_all_final3c.dm Minxcon 2009 Libanon compall1.dm lib_krigall1_2010c.dm Minxcon 2009 Venterspost North BHA.dm vn_krig_all1_fin2d.dm Minxcon 2009 Venterspost South COMPALL1.dm vs_krig_all1_final2c.dm Minxcon 2009 Source: Sound Mining, 2022 No original laboratory assay reports were received for the TSFs for verification of the assay results; however, it must be noted that head grade assays of the Driefontein 5 TSF correspond with that expected from the Mineral Resource model. An interrogation of the stated modelling parameters yielded acceptable results and demonstrate that the variography and parameters used in the Kriging process are reasonable (Table 9). The QP concludes that the reported Mineral Resource estimation methodologies and interpretations are reasonable and can be relied upon to reflect the Mineral Resource base for FWGR. Table 9: Variogram Parameters TSF Parameter Domain Sill Nugget Sill 1 X1 Range Driefontein 5 Au 1 0.029 0.180 68.51 124 Driefontein 3 Au 1 0.024 0.280 91.47 134 Kloof 1 Au 1 0.008 0.560 82.82 120 Libanon Au 1 0.018 0.450 91.59 130 Venterspost North Au 1 0.025 0.290 90.98 123 Venterspost South Au 1 0.020 0.290 75.80 117 TSF Y1 Range Z1 Range Sill 2 X2 Range Y2 Range Z2 Range Driefontein 5 124 6 100 545 545 6 Driefontein 3 134 6 100 655 655 6 Kloof 1 120 6 100 406 406 6 Libanon 130 10 100 522 522 10 Venterspost North 123 10 100 385 385 10 Venterspost South 117 6 100 272 272 6 Source: Minxcon, 2009


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 61 11.5. Cross-sections and Grade Distribution Cross-sections and grade distribution through each TSF are provided in Figure 13 to Figure 18. The Driefontein 5 TSF has been reclaimed since December 2018 with reclamation over the northeastern portion having reached the underlying footwall. In this depleted area, portions of the original block model still remain as a consequence of a highly undulating TSF footwall. The QP has now removed these portions of the original block model to reflect a more accurate estimate of the quantity remaining. Figure 13 presents the depleted TSF as at 30 June 2023. During preparations for reclamation of the Driefontein 3 TSF (which began May 2023), it was found that waste rock had been placed as cladding to reduce dust and erosion; and was included in the volume of the original block model. This cladding has now been removed and a new survey undertaken to record this change as well as the reclamation activities during May and June 2023. Figure 14 presents the depleted TSF as at 30 June 2023. The other TSFs have not yet been reclaimed. Driefontein 5 TSF and Driefontein 3 TSF have the highest average grade of 0.48g/t Au and 0.47g/t Au respectively, with isolated sections up to 0.80g/t Au to 1.05g/t Au. Driefontein 3 TSF and Venterspost North TSF show a clear trend where grade increases with depth, whilst Driefontein 5 TSF appears to have no such pattern. Kloof 1 TSF and Libanon TSF show a slight increase in grade with depth, whilst the opposite is the case for Venterspost South TSF where grades increase quite markedly towards the surface. Libanon TSF and Venterspost North TSF display the lowest average grades but are both fairly large deposits of 74.3Mt and 55.3Mt respectively.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 62 Figure 13: Cross-sections and Grade Distribution - Driefontein 5 TSF Source: Sound Mining, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 63 Figure 14: Cross-sections and Grade Distribution - Driefontein 3 TSF Source: Sound Mining, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 64 Figure 15: Cross-sections and Grade Distribution - Kloof 1 TSF Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 65 Figure 16: Cross-sections and Grade Distribution - Libanon TSF Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 66 Figure 17: Cross-sections and Grade Distribution - Venterspost North TSF Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 67 Figure 18: Cross-sections and Grade Distributions - Venterspost South TSF Source: Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 68 11.6. Reasonable and Realistic Prospects for Economic Extraction Both Mineral Resources and Mineral Reserves for FWGR are determined by the average grade of a TSF which must be above or equal to a plant feed cut-off grade. The assumptions on a Mineral Resource cut-off include working costs, the average plant recovery, the expected residue grade, the required yield based on working cost and gold price. The cut-off assumptions for FWGR (Item 13.2) have been based on the experience of FWGR from its current (i.e., Phase 1) operations. The capital and operational costs of the infrastructure and mining equipment have been estimated at a PFS level of accuracy and all services including water and power are current and appropriately priced. A real gold price of ZAR1,081,261/kg was used in the estimation of the Mineral Resources and Mineral Reserves as of June 2023. The QP is comfortable with this price assumption in the context of the long-term consensus pricing used by FWGR for its LoM and annual business planning. These prices are based on information received from various independent sources that do commodity forecasting. The gold price is considered a reasonable price to be expected over the 18-year LoM in real 30 June 2023 terms. The economic assessment provided in this TRS demonstrates positive margins and confirms reasonable prospects for eventual economic extraction for all FWGRs TSFs at an average cut-off grade of 0.17g/t Au. The average grades of the TSFs included in the Mineral Resource statement are therefore all above 0.17g/t Au. This means that the Mineral Resources when stated exclusive of Mineral Reserves will amount to zero because all of the Mineral Resources will be exploited and converted to Mineral Reserves. The QP is of the opinion that reasonable technical and economic factors have been considered and that there are reasonable and realistic prospects for economic extraction of the Mineral Resources as at 30 June 2023. There are no permitting risks in relation to mineral title with regard to eventual extraction. Security of tenure for eventual extraction is premised on common law ownership and EAs. Access to the moveable assets has been provided in the “Use and Access Agreement” with Sibanye Gold. The granting of the necessary environmental authorizations and permits to continue operations are in place. 11.7. Mineral Resource Estimation FWGR currently owns six TSF assets totaling 221.86Mt with a total gold content of 72.83t. All Mineral Resources estimates fall within the Measured Mineral Resource category. Table 10 presents the Mineral Resource estimate for FWGR as at 30 June 2023. Table 10: In Situ Mineral Resource Estimate for FWGR as at 30 June 2023 TSF Volume ('000m3) Density (t/m3) Quantity (Mt) Grade (g/t) Content (t) Content (koz) Driefontein 5 1,748 1.42 2.48 0.48 1.20 39 Driefontein 3 34,191 1.42 48.55 0.47 22.79 733 Kloof 1 19,931 1.42 28.30 0.33 9.20 296 Libanon 52,351 1.42 74.34 0.27 20.23 650 Venterspost North 38,954 1.42 55.32 0.27 15.16 487 Venterspost South 9,068 1.42 12.88 0.33 4.24 136 Total Mineral Resource Estimate 156,242 1.42 221.86 0.33 72.83 2,341 Source: Sound Mining, 2023 Notes: Apparent computational errors due to rounding All of these Mineral Resources are above the average cut-off grade of 0.17g/t Au These Mineral Resources are stated inclusive of Mineral Reserves Mineral Resources, if stated exclusive of Mineral Reserves, would equate to zero In situ Mineral Resource estimate reported according to S-K 1300 requirements No geological losses applied The Mineral Resources in Table 10 are inclusive of Mineral Reserves. As the entire TSF is mined, Mineral Resources exclusive of Mineral Reserves will be zero. It accounts for the revised bulk density of 1.42t/m3 and caters for the depletion of the Driefontein 5 TSF through hydraulic mining from December 2018 until 30 June 2023 and the depletion of the Driefontein 3 TSF through hydraulic mining from May 2023 until 30 June 2023.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 69 11.8. Additional Mineral Resources Once decommissioned, FWGR is contractually entitled to receive the Driefontein 1, Driefontein 2, Leeudoorn and Kloof 2 TSFs from Sibanye Gold as a part of the 2018 Exchange Agreement. These represent growth options available for FWGR to extend the LoM, but do not form part of FWGR’s current Mineral Resource. In addition to these currently Available TSFs, the area hosts other potentially available TSFs. 11.9. Concluding Comments Upon interrogation of borehole and production data, Sound Mining observes the continuation of gold grade beyond the TSF material and into the footwall. This grade does not form part of the Mineral Resource estimation. No geological losses have been applied as the entire volume of the TSF will be mined. The initial TSF Mineral Resources were estimated by Minxcon 2009, confirmed by Sound Mining through remodeling of the TSFs in 2018 and then updated and now restated in 2023. The Driefontein 5 TSF and Driefontein 3 TSF are being depleted through reclamation and Sound Mining has updated the Mineral Resource estimate as at 30 June 2023. The QP is of the opinion that there are no material risks which are expected to hinder the prospects for reasonable and realistic economic extraction of the Mineral Resources. Both the actual recoveries and grades may differ to those used for the Mineral Resource estimate during exploitation of the TSFs, but experience from the reclamation of the Driefontein 5 TSF suggests that these variations are unlikely to be material. The QP also notes that the underlying geology from which the TSFs are comprised, is similar and does not expect significant variation. The estimation of Mineral Resources is inherently subject to some level of uncertainty and inaccuracy, because they are based on analytical results of samples that represent only a small portion of a mineral deposit. The uncertainty of the estimates, where material, are reflected in the choice of Mineral Resource categories. In addition, FWGR conducts annual reconciliations which generally assist the QP with regard to the levels of comfort relied on for the estimate. The Mineral Resources are updated when material differences are observed between the anticipated and realized grades or recoveries.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 70 12. MINERAL RESERVE ESTIMATES Item 12 (i); (ii); (iii); (iv); (v) and (vi) The Mineral Reserves were prepared in accordance with the requirements of S-K 1300 (Table 11) and at a real gold price of ZAR1,081,261/kg. Mineral Reserve are stated at the point they are used as feed material to the processing facility. The QP is comfortable with the use of this long-term pricing assumption of FWGR which it has used for both LoM and annual business planning. The forecast price assumption is based on information provided by various independent institutions that do commodity forecasting. These forecasts are generally for a five year-period with a long term LoM estimate provided in real terms. ZAR1,081,261/kg is considered a reasonable representation of the price to be expected over the 18-year LoM in real 30 June 2023 terms. The operation remains economically viable above a gold price of ZAR894,576/kg (Item 16.1). A LoM plan and mining schedule was developed by FWGR and modified by Sound Mining, as outlined in Item 13.2. The LoM plan was tested for economic viability in the DCF model which indicated a positive cashflow through to the end of LoM. A cut-off grade considering the gold price, anticipated recovery and the expected operating costs, has been computed for each of FWGR’s TSFs (Item 13.3). The TSFs are mined in their entirety and if the average grade of a TSF is above the cut-off grade, the TSF is included in the Mineral Reserve estimate. No mining losses or dilution are applied in determining the Mineral Reserve estimates because the TSFs are re-mined and re-processed in their entirety. All other modifying factors are captured in the mine design together with all of the associated technical aspects that inform the capital and operating cost estimates. FWGR’s six TSF assets convert to a total Mineral Reserve of 221.9Mt with a gold content of 72.83t. Table 11: S-K 1300 Compliant Mineral Reserve Estimate as at 30 June 2023 TSF Volume ('000m3) Density (t/m3) Quantity (Mt) Grade (g/t) Content (t) Content (koz) Driefontein 5 1,748 1.42 2.48 0.48 1.20 38.57 Driefontein 3 34,191 1.42 48.55 0.47 22.79 732.78 Kloof 1 19,931 1.42 28.30 0.33 9.20 295.89 Libanon 52,351 1.42 74.34 0.27 20.23 650.41 Venterspost North 38,954 1.42 55.32 0.27 15.16 487.26 Total Proved Mineral Reserve 147,174 1.42 208.99 0.33 68.58 2,204.92 Venterspost South 9,068 1.42 12.88 0.33 4.24 136.47 Total Probable Mineral Reserve 9,068 1.42 12.88 0.33 4.24 136.47 Total Mineral Reserve Estimate 156,243 1.42 221.86 0.33 72.83 2,341.39 Source: Sound Mining, 2023 Notes: Apparent computational errors due to rounding and are not considered significant Mineral Reserves are reported using a dry density of 1.42t/m3 and at the head grade on delivery to the plant The Mineral Reserves constitute the feed to the gold plants The Mineral Reserves are stated at a price of ZAR1,081,261/kg An average cut-off grade of 0.17g/t Au is applicable to the FWGR LoM plan Although stated separately, the Mineral Resources are inclusive of Mineral Reserves Venterspost South TSF is classified as a Probable Mineral Reserve due the level of uncertainty regarding the processing recovery Uranium has been excluded in the Mineral Reserve estimate as it is not being recovered by FWGR Grade and quantity measurements are reported in metric units (Mt) rounded to two decimal places The input studies are to a PFS level of accuracy The Mineral Reserve estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such Mineral Reserves


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 71 12.1. Risk to the Mineral Reserve Estimate Uncertainties associated with the FWGR operations, and therefore the Mineral Resource and Mineral Reserve estimates, can be mitigated. Sound Mining has not exposed any fatal flaws or technical risks to the successful execution of the LoM plan and the QP does not anticipate any material changes to the associated modifying factors. The uncertainties requiring comment in the context of their impact on these estimates are: • Mining: whilst the mining method and practices are well established and conducted by experienced hydro-miners, throughput could be affected by a variety of issues, including, but not limited to availability of electricity and water. • Quality of the Mineral Assets: the six TSFs that comprise the Mineral Reserve have all been adequately drilled, their likely content adequately assessed and recovery test work satisfactorily completed. The actual recoveries will be influenced by the actual RoM grade entering DP2 and the amount of carbon (elemental and/or organic) in the RoM. This risk could be managed by blending material from different TSFs’, where possible. • Plant Performance: the management of the risk of a lower-than-expected overall throughput recovery can be mitigated by ensuring optimal grind sizes at the DP2 facility. • Tailings Capacity: the current LoM plan includes a curtailment of production by approximately 200ktpm for three months in 2026 when the Driefontein 4 TSF reaches its capacity (at 500ktpm) and the RTSF construction is yet to be completed. Should regulatory approvals further delay the construction of the RTSF, the Leeudoorn TSF remains available to FWGR as an interim depositional facility. This curtailment in production would need to be extended whilst the Leeudoorn TSF is brought on stream in the event that delays are encountered in the obtaining the relevant regulatory approvals. The QP considers this to be a material risk. • Delayed Commissioning of Key Infrastructure: delays to the scheduled commissioning of the RTSF or expanded processing capacity of DP2 will impact on the proposed production forecast and anticipated revenues. Sound Mining is of the opinion, with the exception of the permitting and licensing process currently underway for the RTSF, that in the absence of unforeseen circumstances, delays to key infrastructure are unlikely. • RTSF Risk: the installation of the synthetic liner is an important component of the RTSF construction process. While the QP recognizes the risk associated with the potential for perforations in the liner, this likelihood is low given the QA/QC processes employed when constructing dams of this nature. • Water Supply: South Africa is a relatively dry area and predictions are that dry conditions will escalate. Mining is heavily reliant on water to transport material over large distances and for processing. FWGR uses potable water for potable usage and not mining operations. Process water is secured through a combination of harvested return water from the treated tailings and dewatering from local shaft systems and local wellfields. • Power Supply: power is provided by the national power supplier, Eskom. The national power supply and distribution infrastructure is severely destressed and this results in frequent disruptions to the power delivered to the South African mining industry. There is a curtailment agreement in place with Eskom which requires that during structured load shedding, electricity usage is to be curtailed, which is typically achieved by shutting down equipment. The curtailment reduces consumption between 10 and 20% (depending on the level of load shedding implemented), and this may include the shutting down of the mill. A diesel generator is available to keep the thickener from bogging down in the event of a power outage. Sound Mining understands that no alternative power supply arrangements are currently in place at FWGR and as such consider the threat of production losses resulting from power disruption to represent a significant production risk. • Grave Relocation: the process of grave relocation is well understood in the South African mining industry and supported by comprehensive statutory guidelines. It will be managed by FWGR specialists who will ensure that full consultation with next of kin is undertaken and that appropriate compensation is realized. • Long-term Sustainability: the RTSF design and capacity caters for the long-term sustainability of FWGR which includes the potential increase in production rates above 1.2Mtpm. Continued production beyond the current LoM plan and Mineral Reserve estimate relies on Available TSFs that can be brought on line in the future. There is ample time for additional sampling and resource modelling to confirm their extent and content prior to production and the four additional TSFs envisaged by FWGR’s long-term operational aspirations, are controlled by Sibanye Gold. Sound Mining do not envisage any future security of tenure complications arising from the inclusion of these TSFs in the overall LoM plan.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 72 • Climate Change: extreme weather events such as droughts, extreme rainfall and high wind volumes are on the increase. Specifically, the increase in intensity of events, such as thunderstorms on the Highveld, where the operations are situated, will impact operations. Major property, infrastructure and/or environmental damage as well as loss of human life could also be caused by extreme weather events. This is considered to be a medium level risk which can be managed. • Rising Costs: The global economic environment, geopolitical tensions and inflationary pressures world-wide have led to above inflationary increases in production costs as well as an unavailability of critical material such as reagents and critical equipment which effects production and operating costs. FWGR remains a relatively low-cost operation however a pro-longed period of high inflation will erode financial value over time. • Country Risk and Security: increasing inflation, corruption and poor service delivery are the primary drivers of social pressures, particularly in poorer communities. The consequences of these pressures are mostly seen in operational disruptions and increased security measures due to protest action and more crime. Protest action also results in the damage to existing infrastructure. • Gold Price: FWGR takes full exposure to the gold price, and therefore a reduction in the price of gold may erode margins or lead to the operations making a loss. For additional information regarding the Company’s risks, see Item 3D of the Form 20-F.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 73 13. MINING METHOD Item 13 (i); (ii); (iii); (iv) and (v) The mining method is hydraulic mining, which uses high-pressure water monitors to deliver a high-pressure water jet to hydraulically repulp and mobilize tailings material within the TSFs. The water from the monitors mixes with the tailings and forms a slurry with a high solids content. The slurry flows under gravity along channels at the base of the dump to a collection sump at the lowest elevation of the bench being mined. Screens are installed to remove debris, which must be cleaned regularly to prevent an impact on the pumping operations. The monitors comprise of 200mm self-propelled track monitor guns (Photograph 1), each with production rates of up to 300ktpm. They discharge approximately 500m3/hr of water at pressures up to 30bar through a variable sized nozzle depending on the hardness of the material being slurried, and can be controlled remotely by the operator. In order to minimize hydraulic pressure losses and poor reclamation gun efficiencies, water pressure is designed to reach the monitor guns at a minimum pressure of 25bar. Photograph 1: Monitor Gun Source: FWGR, 2020 The prerequisites for hydro mining are limited to the infrastructure discussed in Item 14 and Item 15. Pre-stripping and backfilling processes are not applicable to this mining method. Early forms of hydraulic mining were adapted from methods developed in the United Kingdom for the mining of primary kaolin deposits. These early attempts used a high-pressure monitor located at the base of the TSF to wash material from the base of the slope. A disadvantage of this approach is that by directing the water jet at the base of the slope, the slope is undercut and can become unstable, leading to uncontrolled slope failure. With sufficient off-set distance between the slope and the monitor and/or monitor operator, this is not necessarily a problem, however, given that many of the tailings dams that are available for reprocessing are located in urban locations, a safer system of monitor operation has subsequently been developed. The majority of tailings dams that have been mined in the last 20 years have utilized a monitor located on the upper bench of the tailings dam, directing a water jet downwards to cut a stable slope surface into the face of the TSF. This approach has been successfully applied within densely populated urban areas. It is considered safer and allows for rapid changes in slope angles to cope with any operational variances that may be encountered. The resulting slopes usually consists of a 15m high bench with a 45º to 50º slope angle. High faces with consistent slope angles can be formed using the top-down hydraulic mining technique as shown in Figure 19 and Figure 20.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 74 Figure 19: Mining Methodology Source: Sound Mining, 2022 Figure 20: Mining Widths Source: Sound Mining, 2022 Increased production is achieved by the inclusion of additional units and this modular approach provides a high degree of flexibility that allows simultaneous mining at a number of points over a wide range of production rates and consequently, grade blending is readily achievable if required. The slurry density produced by the monitors is controlled by the operator. Actively moving the monitor and consistently cutting the face results in a slurry with relatively high solids content. Experience from FWGR’s ongoing operations has demonstrated that slurries with 35% to 50% solids can consistently be achieved. The monitor guns seek to maintain optimal slurry densities in the region of 1.42t/m3. The TSFs consist of fine tailings material, with a typical particle size of 70% <75µm. Relatively flat flow channels will develop with gradients in the order of 1:100m. The position of the sump will change as mining proceeds along a bench, to limit the distance between the monitor and the sump. If too far from the active face, tailings material may drop out of suspension and reduce the solids content of the slurry pumped to the plant. However, the slurry tends to flow at a natural beaching angle which is generally self-correcting. If the slope gets too steep, flow velocities increase in the channels causing erosion until the equilibrium slope is attained. If the slope is too flat the solids settle out reducing the height of the mining face until the equilibrium slope is achieved (Figure 20). A monitor gun dislodges the in situ material which washes into slurry channels (Photograph 2).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 75 Photograph 2: Monitor Gun in Operation Source: FWGR, 2022 The slurry flows through the channel and passes through screens to remove debris which may cause blockages in the pipeline. After screening, the slurry collects in the sump and is pumped to the plant for processing. Slurry densities are maintained at approximately 1.42t/m3, for optimal pipeline performance. 13.1. Mining Plan and Layout Hydraulic mining and the re-deposition of tailings is a specialized activity and is accordingly outsourced by FWGR to competent and experienced service providers. The hydraulic mining performance assumptions used are based on the current operations where the method has been successfully “tried and tested”. The equipment requirements, manning complements and necessary supporting infrastructure, in terms of water and power supply, are well understood and have been accurately planned by both FWGR and their current service provider. No untested technical assumptions with regards to the mining have been made. Monitors remove the tailings material from the top of a TSF to the natural ground level in 15m layers. The monitor is positioned on the top of the working bench to direct the water jet down into the TSF. It will work the face in one direction along the front edge of the dam before returning in the opposite direction when it reaches the far end of the dam. As the mining faces advance, slurry is directed via launders to a pit pump which then transfers the slurry to a fixed transfer pump station that includes a vibrating trash screen. A stepped bench approach is adopted to most efficiently reclaim the TSF while maintaining slope stability. Horizontal benches of 100m to 200m, inclusive of the face angle, are created to maintain safe working distances between simultaneous operations at different bench elevations. The layout is illustrated in a schematic cross-section (Figure 21).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 76 Figure 21: Mining Sequencing Source: Sound Mining, 2022 The top and second layers progress simultaneously until a safe distance (~200m) for the third 15m layer is reached, and so forth until ground level is reached and the entire TSF is reclaimed. As mining progresses and the footprint is exposed, the final layer is cleared, prepared and rehabilitated. A map of the FWGR operations is presented in Figure 3. 13.2. Modifying Factors and Mining Schedule No mining losses or dilution are applied in determining the Mineral Reserve estimates because the TSFs are re-mined and re-processed in their entirety. All other modifying factors are captured in the mine design together with all of the associated technical aspects that inform the capital and operating cost estimates. However, the QP has observed from on-site inspections of the mining process that FWGR also reclaims footwall material, where deemed economically viable. This practice could imply the application of an appropriate modifying factor in the derivation of Mineral Reserves when not part of the Mineral Resource estimate. FWGR are keeping suitable records to assess the materiality of this practice on the Mineral Reserve estimate and if material may be included in future Mineral Reserve estimates. Table 12 reports the production as scheduled from the FWGR’s owned TSFs. It reveals a total recovered RoM quantity of 221.86Mt at an average head grade of 0.33g/t Au. Table 12 also presents the average metallurgical recovery anticipated from each TSF. Table 12: Scheduled RoM Production TSF Mineral Resource Category RoM Quantity (Mt) In situ Grade (g/t Au) Recovery (%) Driefontein 5 Measured 2.48 0.48 49.5% Driefontein 3 Measured 48.55 0.47 56.6% Kloof 1 Measured 28.30 0.33 50.5% Libanon Measured 74.34 0.27 47.2% Venterspost North Measured 55.32 0.27 54.7% Venterspost South Probable 12.88 0.33 62.5% Total 221.86 0.33 - Source: Sound Mining, 2023; and FWGR, 2023 The reclamation sequencing was designed in-line with FWGR’s phased approach to increase production (Graph 1).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 77 Graph 1: LoM Production Forecast Source: Sound Mining, 2023 Graph 2 illustrates FWGR’s longer-term growth strategy and which justifies the envisaged RTSF capacity and planned DP2 upgrade. Graph 2: Potential LoM Production Forecast Source: Sound Mining, 2023 13.3. Cut-off Grade A cut-off grade has been computed for each of FWGR’s TSFs considering the assumed gold price, anticipated plant recovery and the expected operating costs. The results are presented in Table 13. 0 500 1,000 1,500 2,000 2,500 3,000 3,500 0 2 4 6 8 10 12 14 16 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 G ol d Pr od uc ed (k g) Q ua nt ity (M t) Financial Year Driefontein No 5 Dump Driefontein No 3 Dump Libanon Dump Kloof 1 Venterspost South Venterspost North Gold Produced (kg) 0 2 4 6 8 10 12 14 16 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 n Q ua nt ity (k t) Financial Year Driefontein No 5 Dump Driefontein No 3 Dump Libanon Dump Kloof 1 Venterspost South Venterspost North Future Targets


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 78 Table 13: Calculated Cut-off Grades TSF Cut-off Grade Average Grade (g/t) Driefontein 5 0.18 0.48 Driefontein 3 0.16 0.47 Kloof 1 0.18 0.33 Libanon 0.19 0.27 Venterspost North 0.16 0.27 Venterspost South 0.14 0.33 Source: Sound Mining, 2023 The cut-off grades for the respective dumps range from 0.14g/t Au to 0.19g/t Au with an average cut-off grade of 0.17g/t for the FWGR LoM plan. 13.4. Mining Contractor The cost and maintenance of the mining equipment at reclamation sites, employees and other operational resources are for the operating contractor’s account. They are the subject of contractual agreements with FWGR. The equipment (i.e., monitor guns) supplied by the contractor is shown in Table 14. Table 14: Mining Equipment Planned for each TSF TSF Steady State Production (ktpm) Required Units (Number) Driefontein 5 520 2 Driefontein 3 600 2 Kloof 1 600 2 Libanon 600 2 Venterspost North 600 2 Venterspost South 600 2 Source: Sound Mining, 2022 The mining contractor currently relies on two active mining units with a third unit in transit to the next planned set-up position. The operating cost estimate for the mining and re-deposition of tailings is supported by actual operational figures. They are presented in the working cost estimates as “contractor costs”. The capital expenditure estimates for the pipeline and pumping design to move the RoM material to the respective plants for processing and for the return of the processed material (new arisings) for re-deposition, is provided in Item 18. 13.5. Concluding Comments Hydraulic mining is an existing “tried and tested” process which is well understood. The contractor is entitled to decide on various operational alternatives and to deploy capital equipment and manage costs. The QP has checked the integrity of the mine design and associated costs and is satisfied with the level of detail and accuracy of the study-work completed. The selective mining of portions of a TSFs is not considered an option by Sound Mining. From a health and safety perspective, hydraulic mining does not create, but rather ameliorates the airborne dust problem often associated with fine tailings material. Safe bench heights are governed by the material’s strength which is influenced by the phreatic surface within a TSF. These have been dormant for many years and the phreatic surface is expected to be well below the surface of the dumps. The drilling program to define the Mineral Resource did not encounter saturated zones or phreatic surfaces and so the risk of slope failure or liquefaction is considered to be low. Slope stability is however managed and the hydrological aspects affecting the TSFs are not considered significant to the operation. There is a clean/dirty water separation system with emergency paddocks to prevent any spillage or run-off from the facilities. These assist in preventing chocked screens from vegetation or heavy rainstorm events, where the runoff needs to be contained prior being pumped through the circuit back to the TSF.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 79 14. PROCESS AND RECOVERY METHODS Item 14 (i); (ii); (iii) and (iv) An expansion of the currently operating DP2 processing plant is planned to facilitate an increase in processing throughput from the current TSF Mineral Reserve inventory. DRA were responsible for the detailed design and associated cost estimates for the expansion of DP2 as well as the piping and pumping infrastructure. The QPs appointed Spargo Consult, as an independent expert, to assist with the review of the metallurgical aspects. 14.1. Existing DP2 Processing Facility Phase 1 of FWGR’s long-term growth strategy required that the original Driefontein Plant 2 (DP2) be modified and refurbished to accommodate up to 600ktpm of RoM slime from the TSFs. This has been accomplished but with a throughput constraint of approximately 500ktpm imposed by the maximum deposition rate for new arisings onto the Driefontein 4 TSF. Based on current deposition rates, this TSF is due to reach its storage capacity in mid-2026. The Phase 1 work on the plant included a refurbishment of the conventional CIL plant and modifications to the milling and cyclone circuits to ensure the production of a finer grind for gold liberation as suggested by metallurgical test work. The existing primary ball mill design was modified to incorporate an overflow discharge rather than the grate discharge and the use of a 35mm ball charge instead of the 50mm ball size that was included in the original mill design. This improved contact between grinding media and gold ore particles for increased grinding efficiency in gold liberation. A new 45m diameter hi-rate thickener was also installed. The achievable grind of 70% <75µm proved to be satisfactory for current gold recoveries, however, closed circuit milling with cyclones was introduced for an improved grind of between 75% and 80% <75µm to improve the liberation of gold locked within coarser silicates. Further revisions to the process flow have since included a copper elution step on the loaded carbon, which delivers a higher-grade gold bar and an improved efficiency of gold removal from cathodes, by improving the gold to copper ratio loaded onto the carbon. Graph 3 and Graph 4 show actual DP2 plant production capacity and plant recoveries over the period from FY2020 to FY2023. Production decreased slightly, from the first half of FY2023 (average 500ktpm) to the second half of FY2023 (average 450ktpm). This decrease is attributed to the commencement of production from the Driefontein 3 TSF. Plant recoveries over the FY2023 period range between 41% and 58% and with an average of 49%. It should be noted that the metallurgical plant recoveries are materially affected by plant head grade feed. Graph 3: Actual Production through DP2 from FY2020 to FY2023 Source: FWGR, 2023 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 Oct-20 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Pr od uc tio n (tp m ) Month Production (FY 2020) Production (FY 2021) Production (FY 2022) Production (FY 2023) Capacity


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 80 Graph 4: DP2 Recovery versus Forecast Recovery from FY2020 to FY2023 Source: FWGR, 2023 The process flow is now as follows: • the slurry from the hydraulic mining operation is pumped to a surge tank via a 25m2 linear trash screen (800μm). Lime, sourced from a contract supplier as milk of lime, is added to the thickener and CIL head tank for pH control; • from the receiving surge tank, the slurry is pumped to the milling and classification section from where the cyclone overflow reports to the thickener for thickening to 1.45t/m3 before being pumped to the CIL plant; • the CIL section comprises seven tank stages of 1,600m3 per tank combining to approximately twelve hours residence time. Each tank is fitted with carbon retaining screens and a recessed impeller vertical spindle carbon transfer pump. Sodium cyanide solution is added to CIL Tank 1 and Tank 2 in order to maintain the required concentration for the leach reaction. Oxygen is dosed in the first five tanks of the circuit to aid dissolution. Slurry flows downstream through the screens and via launders from CIL Tank 1 to CIL Tank 7 from where it exits through two 13m2 linear screens. Fine carbon is recovered from the screen overflow while the underflow is pumped by the CIL tailings pump to the tailings tank at the slurry receiving area; • loaded carbon flows upstream from CIL Tank 7 to CIL Tank 1 and is recovered daily from the CIL tank 1 by batch transferring of carbon slurry to the loaded carbon screen and into a holding tank for transfer to the elution circuit after undergoing copper elution; • loaded carbon is batch processed through a 9t elution circuit for gold stripping with the stripped solution reporting to 128m3 holding tanks; • the solution is passed through an electrowinning circuit for cleaning. The sludge is then calcined and smelted into doré bars; • the doré bars are dispatched to Rand Refinery (Proprietary) Limited for final refining; • the eluted carbon is thermally regenerated in a horizontal kiln at 700°C and returned to DP2 for re-use in the CIL circuit. Fresh carbon is added to the circuit as required; and • CIL tailings and oversize waste from the incoming TSF re-mined slurry is stored in a mechanically agitated surge tank and pumped by the final tailings pumps to the Driefontein 4 TSF. 14.2. Planned Expansion of DP2 The latest LoM plan requires an expansion of DP2 rather than the construction of a CPP facility which had been a part of FWGR’s strategic plans. While the CPP will remain an option for future strategic planning, DP2 will be expanded from its current production capacity of 600ktpm to a higher throughput rate of 1.2Mtpm. The elution and smelt house civil work are scheduled to commence in FY2024 with the construction completion planned for FY2026. The design approach to the DP2 expansion design has been to modify existing ball milling capacity and duplicate existing processing circuits. The process flow block plan shown in Figure 22 depicts the changed DP2 plant layout planned. 0.00 0.10 0.20 0.30 0.40 0.50 0.60 0.70 0% 10% 20% 30% 40% 50% 60% 70% Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 Oct-20 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Au G ra de (g /t) Pl an t R ec ov er y (% ) Month Forecast Recovery Recovery Head Grade (g/t)


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 81 Figure 22: DP2 Revised Block Plan Source: DRA, 2022 Reagent, power, water and labor provisions, for the processing facility at a production rate of 1.2Mtpm are accommodated in the economic assessment. The forecast unit and labor costs over the LoM are presented in Item 18; and the water and power requirements are presented in Items 15.2 and 15.3 respectively. Historically achievable plant gold recoveries are expected to be realized from the expanded DP2 plant with gold recoveries being principally driven by the plant feed head grade.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 82 A capital provision has been included in the LoM plan for this expansion. The principal areas of expenditure covered by this provision are: • Slurry Receiving and Trash Screening: the hydraulically mined material is pumped over trash screens before entering the respective receiving tanks. Lime can be added in the thickener and CIL head tank, for pH correction. From the slurry receiving tanks the material is pumped either to the classification and milling circuit or can be bypassed directly to the CIL or pre-leach thickeners. The provision addresses process design screen changes and the tank volume adjustments necessary to address the increased production capacity. • Milling and Thickening: prior to milling the material passes through a primary classification stage, via cycloning, where after the coarser material is closed circuit milled and the finer material from the milling circuit directed to the pre-leach thickeners. Thickener underflow is pumped to a second set of trash linear screens prior to CIL. The provision addresses the newly designed cyclone cluster installations, the new 45m diameter thickener circuit, along with all the adjustments and modifications necessary to the current ball milling circuit. • Leach and Adsorption: reclamation slurry is either pumped directly to the CIL or first passes through the classification, milling and thickening circuits before passing through the CIL trash screens and into the CIL. Each circuit consists of one stage of pre-oxidation and seven stages of CIL where gold is leached and adsorbed onto activated carbon, which flows counter-currently to gold-bearing slurry. Loaded carbon is directed to elutriation and elution circuits while tailings pass over carbon safety screens before being pumped to the final tailings tank. The provision provides for the installation of a new CIL section which will duplicate the currently installed capacity as well as the inclusion of an additional pre-oxidation tank. • Tailings Disposal: CIL tails gravitate through to carbon safety screens. The screen oversize is pumped to the fine carbon handling circuit ensuring that any carbon passing through the CIL circuit is recovered. The screen undersize is sampled before being collected in the final tailings tank and then pumped to the TSF. The provision recognizes the requirement for additional pumping infrastructure to deliver the increased throughput capacity to the future RTSF. • Services and Distribution: this provision considers all of the supporting bulk services required for the plant expansion and includes the necessary road access construction for the expanded plant site. • Water and Air Services: the requirements for process water and compressed air services at the increased production capacity are covered by this provision. • Reagents: this provision covers the infrastructure necessary to ensure correct reagent dosage in the duplicated processing circuits. • Elution and Carbon Handling: loaded carbon from the CIL circuit is elutriated to remove any foreign particles prior to elution. Adsorbed gold will be eluted from the activated carbon by means of a heated solution of sodium cyanide and caustic soda. This elution process is followed by rinsing and cooling stages. Barren carbon from the batch elution process will be directed to carbon regeneration while the pregnant leach solution will be routed to pregnant solution tanks for zinc precipitation. The barren carbon from the elution circuits passes through carbon regeneration kilns to volatilize off impurities and reactivate the carbon where after it is acid washed and transferred back to the last CIL tank of each circuit. Regenerated carbon is pumped into an acid wash hopper where it undergoes acid wash to remove precipitated material (inorganic and organic) to restore additional carbon activity prior to being pumped back to the respective CIL circuit. The provision addresses the requirement for the installation of a new elution and carbon handling circuit which will duplicate the currently installed capacity. • Zinc Precipitation and Smelting: gold in solution from the elution circuit will be recovered by zinc precipitation in plate and frame filters. The provision addresses the requirement for the installation of a new zinc precipitation and smelting circuit which will enable the production of doré to match the currently installed capacity. • Indirect Capital: which is comprised of Construction Costs, First Fill Consumables, Commissioning and Spares and Project Services. 14.3. Concluding Comments The current DP2 process performance and subsequent modifications to the original DP2 plant circuit, along with the supporting metallurgical test work have indicated that the forecast DP2 expansion will be capable of meeting the expected financial forecasting.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 83 15. INFRASTRUCTURE Item 15 (i); (ii); (iii); (iv); (v); (vi); (vii); (viii); (ix) and (x) Phase 1 capital expenditure on surface infrastructure was mostly on pump stations, pipelines and a cyclone deposition system at the Driefontein 4 TSF to facilitate the storage of tailings derived from the initial reclamation and processing of the Driefontein 5 TSF. The Driefontein 4 TSF provides a current depositional capacity of 500ktpm, until 30 June 2026. The TSFs depositional duties are then scheduled to decrease to 300ktpm. Figure 23 shows the locality of the existing Driefontein 4 TSF and the DP2 plant. Construction of the RTSF is scheduled to commence in 2024, with a depositional capacity of 600ktpm available by the second half of 2026 and increasing to 1.2Mtpm in 2027. The Leeudoorn TSF remains available to FWGR as an interim depositional facility should there be any delays in the permitting or construction of the RTSF. Figure 23: Driefontein 4 TSF Location and Infrastructure Source: FWGR, 2020 15.1. Regional Tailings Storage Facility A RTSF design was initially completed in 2015 and was submitted to the Department of Water and Sanitation (DWS) who issued a WUL in March 2017 for the West Rand Tailings Retreatment Project. This WUL, stipulates that prior to construction of the RTSF, a final design for an HDPE lined RTSF is to be submitted to the DWS for approval. The 2015 design is considered uneconomical and has been updated in 2023. It now aligns with FWGR’s long term vision and overall objective of; “developing an indefinitely sustainable landscape that at worst has a benign, but preferably, a positive socio-environmental impact”. The RTSF site is located on FWGR owned land, some 10km east of Fochville. It lies between two water courses, the Leeuspruit to the northeast and an un-named ephemeral stream/wetland to the south west, both merging south east of the site. Topographically this creates a slightly convex spur. Elevations in the area vary between around 1,540mamsl along the northern extremity to around 1,500mamsl in the southeast over a distance of some 6km. This results in typically gentle slopes of around 0.7% with some localized variations in gradient.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 84 Final tailings storage capacity has been planned at 800Mt and split into two stages of disposal capacity, Stage 1, 278Mt and Stage 2, 522Mt. The RTSF will cover an area of around 858ha with a final top surface of 500ha and a maximum deposition rate of 2.4Mtpm. A comparison of the 2015 and the 2023 designs is presented in Table 15. Table 15: 2015 and 2023 Design Comparison Description Project Parameter 2015 Design 2023 Design Footprint Stage 1 = 667ha Stage 2 = 1340ha Total: 858ha (Stages 1 and 2 combined) Average Dry Density 1.35t/m3 1.40t/m3 Capacity Stage 1 = 297Mt Stage 2 = 1.0Bt Total = 1.3Bt Stage 1 = 278Mt Stage 2 = 522Mt Total = 800Mt Maximum Allowable Rate of Rise 3.0m/a 2.0m/a to 4.2m/a Design Life Stage 1 = 16 years Stage 2 = unspecified Stage 1 = 12 years Stage 2 = 18 years Total = 30 years Deposition System Single slurry delivery pipe Spigot deposition method Upstream Slurry RD = 1.55 to 1.60 Non-segregating tailings Multiple slurry delivery pipes Cyclone Centerline (stage 1) and Upstream (Stage 2) Slurry RD = 1.35 to 1.40 Segregating tailings Deposition Rate Stage 1 = 1.5Mtpm Stage 2 = 1.0Mtpm Stage 1 = 1.2Mtpm to 1.8Mtpm to 2.4Mtpm Stage 2 = 2.4Mtpm Final Design Height Stage 1 = 47m Stage 2 = 105m Stage 1 = 48m Stage 2 = 108m Decant System Gravity penstock Barge pumps Pool Volume <50,000m3 Approximately 1.5Mm3 Overall Side Slope Angle 1v:4.5h 1v:4.0h Freeboard Low vertical freeboard with flat beach slope angle (~1v:300h) Significant vertical freeboard RWD Volume 1,561,768m3 RWD 1 and RWD 2: 88,000m3 RWD 3 and RWD 4: 92,400m3 Source, Geo Tail, 2023 15.1.1. The RTSF Design Following the headline TSF failures in Brazil at Samarco (2015) and Brumadinho (2019) several initiatives have been promulgated in the international mining community. The International Council for Mining and Minerals (ICMM) developed a Global Industry Standard for Tailings Management (GISTM) (2020). The GISTM is a guide with no regulatory jurisdiction outside of the membership articles of the ICMM and consists of fifteen principles which can be adopted voluntarily by mining companies. In 2020, the International Council for Large Dams (ICOLD) published Bulletin 194 on Tailings Dam Safety. The RTSF design adopted by FWGR aligns with the GITSM standard and has taken reference from SANS 10286 and all other relevant South African legislation. All design work has been undertaken in the context of the FWGR Tailings Disposal Policy. The RTSF design approach has undertaken a rigorous iterative examination of an appropriate tailings disposal method, for the class, quantity and quality of tailings under consideration. Throughout the design process, cognizance has been taken of the potentiality of catastrophic or consequential failure resulting from hydraulic over topping leading to erosion of the containment wall and consequential collapse and geotechnical instability because of insufficient shear strength resulting in a collapse of a portion of the outer wall. In 2019 and 2023 geochemical testing was conducted on representative tailings samples to; determine the leachate quality, identify constituents of concern and classify the waste. From the test work, the waste is classified as Type 3 waste, requiring a Class C liner system or an alternative system of equivalent or better performance. The DWS has, in the issued WUL, already approved in principle an “Alternative Barrier System” to the DWS specified Class C liner system and this liner system has been incorporated into the design.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 85 The 2023 design is an on-wall cyclone upstream (initially centerline then upstream) ring dyke TSF with a pumped decant system, an “Alternative Barrier System” and progressive cladding and vegetation of the outer slopes. A prominent feature of the design is the ovoid shape (Figure 24). The ovoid has been designed to fit within the available surface area. The final design height has been planned at 108m with an overall final cladded and terraced slope of 1v:4h. The final designed perimeter is 10.7km which is defined by a low toe embankment. Cladding material will be recovered from within the RTSF basin before deposition operations are started. Figure 24: RTSF Layout Source: Geo Tail, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 86 The RTSF design components are summarized as follows: • Storm Water Diversion: to manage any surface sheet flow associated with the upstream external catchment area, engineered storm water diversion trenches will be implemented with appropriate energy dissipation and erosion protection prior to discharge back into the natural drainage courses. • Cladding Stockpiles: vegetation will be established on the outer slopes through a layer of approximately 400mm of a soil and gravel mix (rock amour). This material will be sourced from within the RSTF basin footprint and will be stockpiled outside of the basin. It is likely that additional rock amour will need to be imported over the life of the RTSF due to the large volumes expected to be used for successful slope vegetation. • Embankments: the following embankments will be integrated into the RTSF design: • a Toe Embankment has been designed around the perimeter of the RTSF area. This acts as a containment barrier and serves as both an access road and a pipeline servitude, and • the Starter Embankment defines the initial separation of the cyclone material into its underflow and overflow components. Initially, the capacity behind the Starter Embankment is limited resulting in a high rate of rise of the overflow in the basin, while the underflow wall is still being established. Material for the Starter Embankment is sourced from within the RTSF basin. The Starter Embankment is the largest of the embankments ranging in height from around 2m to 18m in the southeast hemisphere of the RTSF. • Liner System: The RTSF liner consists of the following components; • subbase specifications of a 300mm thick layer of clayey soils with permeability not exceeding 10-6cm/s, a plasticity index of 15 or higher and no particle size greater than 25mm. Alternative subbase specifications for non-compliant subbase material and various in situ clay thicknesses are stipulated; • a 1.5mm thick HDPE geomembrane, conforming to SANS 1526 (2015) and GRI-GM13 specifications and installed to SANS 10409 standards. The geomembrane will be double textured from the toe drain to the radial drains; • sand bags and basin anchor trenches will be utilized to ensure good hydraulic contact between the geomembrane and the subbase; • drainage for the zone above the liner, specifically in areas under the RTSF side slopes to promote slope stability; and • the relatively low-permeability tailings as deposited. A good quality HDPE geomembrane, not exposed to ultraviolet (UV) will have an expected service life of 106 year at 35°C, considerably longer than the expected 30-year life of RTSF. The Return Water Dams (RWDs) liner system consist of the following components: • a leakage detection drainage system; • a ripped 150mm depth layer of re-compacted in situ material, with a further two 150mm depth re-compacted layers (98% Standard Proctor Maximum dry density at 0% to 2% wet of optimum moisture content). The final layer should be free of protrusions and discontinuities as reported in SANS 10409; • a 2mm thick HDPE geomembrane conforming to SANS 1526 (2015) and GRI-GM13 specifications and installed to SANS 10409; and • a geotextile protection layer incorporating a non-woven and needle punched 390g/m2 geofabric. The RWD barrier system will be covered by a ballast layer which will reduce exposure to UV and heat. No site-specific chemical compatibility testing was carried out on the geomembranes. A review of published chemical resistance charts has indicated that the geomembranes will be able to withstand the ranges of chemicals identified in the waste classification assessment provided temperatures are kept below 40˚C. • Under Drainage System: The under-drainage system (Figure 25) is designed to control the phreatic surface, this in turn enables the control of side slope stability. Furthermore, the hydraulically deposited tailings require drainage to develop shear strength. The underdrainage system consists of the following filter drains: • a toe drain located at the toe of RTSF; • an intermediate drain located between the toe drain and the starter embankment; • a main drain located on a high bench on the upstream side slope of the starter embankment; • a borrow pit drain located on a low bench on the upstream slope of the starter embankment; and • radial drains extending approximately 100m from the borrow pit drain into the basin of the RTSF.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 87 Figure 25: Drainage System Layout Source: Geo Tail, 2023 In order to limit tailings being drawn into the perforated filter drain collector pipes, all pipes are placed within washed filter stone wrapped in geofabric which is then covered with selected washed filter sand. All the non-perforated pipes are buried in earth filled trenches below the HDPE liner. Outlet pipes will be routed to 1.8m diameter manholes from which the flow from the different sections can be recorded. A large diameter drainage collector pipe links the manholes and diverts the water flow to the downstream Return Water Dams 3 and 4. Water from these dams is then pumped to the process plant for re-cycling via the Return Water Dams 1 and 2. • Decant System: the Decant Trench and Berm offer ready access to the decant pumps as the pool migrates across the basin. Pumping from the supernatant pool is carried out using a Floating Decant Barge Pumping System which is semi- automated and pumps water to the Return Water Dams 1 and 2, initially along the Decant Berm and later along the Pool Wall at a fixed rate of around 65% of the slurry inflow water. The RTSF supernatant pool retains an anticipated 1.5Mm3 capacity of the whole operation’s generated water. Instrumentation ensures that dirty water is not pumped from the pool and that the Return Water Dams are not overfilled. Pumping at a deposition rate of 1.2Mtpm requires a single floating suction and Decant Barge Pump with an identical standby train providing backup capacity and delivering into a single decant pipeline. At a deposition rate of 1.8Mtpm, a second decant pipeline is required, coupled with an extra floating suction and Decant Barge Pump. Two floating suctions and Decant Barge Pumps are operated with a single backup barge pump. At a deposition rate of 2.4Mtpm, an additional two floating suctions and Decant Barge Pumps will be required. Three pumps will deliver into one line, with two Pumps operating and one standby, maintaining the standby capacity at 50%.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 88 • Slurry Distribution System: slurry is pumped in pipeline trains of 600ktpm per pipeline with four pipelines being directed clockwise along the inside crest of the toe embankment and another four pipelines being directed anti-clockwise. The pipelines will be turned onto the RTSF through large diameter bends with isolating valves installed at the Toe Embankment. The setup provides flexibility and enables slurry to be delivered to any section of the RTSF perimeter with slurry feed from either direction. A single HDPE slurry ring main allows the slurry to be further distributed to sixteen separates sectors on the perimeter. Final slurry distribution will be through 250mm diameter cyclones spaced at 24m centers on wheeled stands adjacent to the HDPE slurry ring main. The cyclone underflow material is discharged onto the underflow wall and overflow material is discharged into the basin with the cyclone positions being continually manually managed and adjusted. The targeting of lower slurry relative densities of around 1.35 will ensure improved particle separation and a better classification of coarse and fine particles. • Return Water System: the Return Water system comprises of the Return Water Dam 1 and 2 and the Return Water Dam 3 and 4 installations. A description of these facilities is provided below and in Figure 26: • the purpose of Return Water Dams 1 and 2 is to act as a reservoir for the return water pump station. Decant pipes discharge into a concrete stilling chamber for energy dissipation before further discharging into twin concrete lined silt traps. Return Water Dams 1 and 2 comprise of twin 2mm HDPE lined compartments with linked balancing spillways. Water is pumped to the processing plant reservoir by four return pumps feeding two overland steel pipes. The dams provide a total storage capacity of 110,000m3. A leakage detection drainage system will be installed below the HDPE liner; and • the purpose of Return Water Dams 3 and 4 is to manage drain and storm waterflow from the collector pipe which discharges into the Return Water Dam compartments. These are linked by a balancing spillway. Land based pumps with long floating suctions transfer water from the Return Dam 3 and 4 through to Return Dam 1 and 2. This layout provides a capacity of around 92,000m3. A leakage detection drainage system will be installed below the HDPE liner. Figure 26: Water Management Infrastructure Source: Geo Tail, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 89 15.1.2. Geotechnical, Hydrological and Geohydrological Considerations Geotechnical investigations of the RTSF have confirmed that there are no related fatal flaws. Stability analysis modelling has established that the stability of the RTSF infrastructure is acceptable and that it is unlikely to be vulnerable to static and dynamic triggering mechanisms. It has been demonstrated that the RTSF site is suitable for the construction of a RTSF and its related infrastructure. The natural material available on site is suitable, both qualitatively and quantitatively, for the construction of the various structures including embankments, canals, foundations, roadways, compacted clay liners and for use as cover placement. The current legislation contains mechanisms for the classification of processed tailings, which in the case of the approved RTSF, called for the use of a liner (Class C barrier or equivalent). The RTSF design incorporates a liner system to manage contaminant flow into the local aquifer systems. Contaminant flow modelling with the proposed liner systems has demonstrated that the contaminant plume will likely be contained within the site boundaries with limited lateral plume migration. However, this risk is not entirely eliminated due to the probability of liner imperfections during installation. As such, the seepage plume should be monitored continuously and a network of ten monitoring boreholes has been proposed to monitor upstream and downstream water levels and qualities in the project area and potential impacts on the underlying aquifer (Figure 27). Figure 27: Monitoring Boreholes Source: Geo Tail, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 90 The water table approximates the topography at a depth of 3m to 8m and the general ground water flow is from north west to south east with local south and eastward flows to the adjacent streams. Local water flow is associated principally with the weathered aquifer zone with limited water flow being associated with the underlying fractured aquifer zone. Hydrological studies have assessed the impact of the RTSF on the hydrology of the local area. Mean average rainfall of around 600mm is noted. The area has exceptionally high evaporation rates of around 2,000mm and this will assist in removing water content from the tailings which will aid tailings stability. It is expected that climate change impacts are unlikely to be material over the next decade. Surface water will tend to flow away from the RTSF surface footprint as a consequence of the ring dyke dam design and the hydrological setting. The RTSF will therefore have no direct riverine impact being well above the 1:100-year flood lines as confirmed in the most recent hydrological assessment. The impacts of run-off will be managed through the progressive soil cladding and grassing of the slopes with clear water run-off forecast after some four years from commissioning. Overall water management has been assessed using a dynamic water simulation model over the LoM. The model indicates seasonal fluctuations in the RTSF pond volume. The normal operating pond volume is expected to be targeted at 1.50Mm3. The projected Peak Maximum Precipitation (PMP) is expected to add an additional 1.45Mm3 resulting in a possible total water volume on the RTSF of 2.95Mm3. The modelled water capacity of the RTSF is in the order of 10Mm3, which makes the risk of over topping due to hydro-meteorological events and operational practices low. Storm water management on the RTSF slopes between the crest of the basin and the perimeter toe is managed through the implementation of the following design approach: • before the completed cladding and grassing of the side slopes, surface water is diverted to toe paddocks for ponding and evaporation. The water is further diverted via penstocks into a large diameter collector pipe to RWD 3 and 4; and • when cladding has been completed, run-off from the benches is managed through controlled benches via concrete down chutes before discharging to the environment. This system has been used successfully on local TSFs for several decades and has been modelled at the projected PMP and found to respond adequately. The 2023 RTSF design was undertaken by Geo Tail SA for the current configuration of the FWGR operations. This study was independently reviewed by a Sound Mining appointed specialist who concluded that there are no fatal flaws in the design. 15.1.3. Concluding Comments Sound Mining has reviewed the Far West Gold Recoveries Regional Tailings Dam Report prepared by Geo Tail (2023) and has concluded that the report provides a solid basis for the future development of a safe RTSF. Sound Mining believes that by following the principles and design strategy outlined in the report, the chances of a TSF failure will be unlikely. However, cognizance needs to be taken of the uncertainties discussed subjectively below. Based on the proposed RTSF solution, the following inherent risks are apparent: • the stability of upstream development; • the sufficiency of underflow to form an adequate wall around the perimeter ring dyke; • the capability of the management and labor force to perform as required; • installation risk of the liner associated with creasing and UV exposure; • the ability of a pumped system to decant adequately; and • undue impacts on the environment. The proposed solution has been operated on a number of South African TSFs over the last three to four decades. Each TSF has performed as expected, demonstrating stability with the underflow arisings.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 91 The RTSF design has been undertaken by a team of assembled experts who are familiar with the application of an upstream cyclone method delivering relatively uniform sized tailings in the South African context. The lead RTSF designer is experienced in similar local installations and operations. The effectiveness of the proposed RTSF is dependent on the delivery of acceptable underflow particle quality and quantity. Failure to deliver on either of these parameters will compromise wall development and stability. Historical observations of a number of similar TSFs have shown that TSF development has progressed adequately with no significant design risks realized. Underflow demand is high during the initial development phase and increases as the dam elevation is increased and the dam perimeter is subsequently decreased. This has been accommodated in the RTSF design with the decision to deploy the more efficient 250mm cyclones during the start-up period. Overall water management has been assessed through the use of a dynamic water simulation model over the LoM. As expected, the model indicates seasonal fluctuations in the RTSF pond volume and the normal operating pond volume is anticipated to be 1.50Mm3. The projected Peak Maximum Precipitation (PMP) is expected to add an additional 1.45Mm3 resulting in a possible total water volume on the RTSF of 2.95Mm3. The modelled water capacity of the RTSF is in the order of 10Mm3, which makes the risk of over topping due to hydro-meteorological events and operational practices low. The requirement for the management of tailings disposal operations is stipulated in SANS 10286 which was initially published in 1998. Recent initiatives through ICMM and ICOLD have provided guidelines for corporate management. Despite this, it is a recognized fact that most TSF disasters have been attributable to management failures. FWGR’s approach to the management of surface mining risk has been to adopt a pro-active strategy, whereby maintenance and risk-reducing activities are carried out timeously. This operating philosophy is now being formalized and outlined in their management system. Effective operational performance will deliver into the achievement of the necessary targets of appropriate underflow characteristics, wall geometry and consistently acceptable freeboard. For this risk to be managed it is imperative that all involved operational parties including specialist support services and equipment suppliers, are appointed on the basis of their appropriate experience, capacity and competency. Based on FWGR’s extensive history of operational experience in surface mining and tailings disposal, it is Sound Mining’s opinion that operational risks can be adequately controlled. Sound Mining is of the opinion that the selected site is appropriate for the intended construction and operation of the RTSF. A systematic borehole monitoring program will enable the progressive monitoring of any future potential pollution plumes. 15.2. Technical Studies - Water Water is required for the hydraulic mining of the TSFs and for the processing of the reclaimed material. FWGR commissioned an external assessment of the water requirement for an expanded operation in 2020. The work involved modelling the waterflows to establish a water balance for the operation at steady state. The inputs to the model were examined by Sound Mining and found to be appropriate. The planned water supply will primarily be from the RTSF return water and from underground water sources (Figure 28).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 92 Figure 28: TSF Location, Make-up Water Shafts, Processing Plants and Pipeline Layouts Source: Sound Mining, 2023 Kloof 10 shaft, which is located at the Libanon TSF, will supply make-up water for the hydraulic mining of Kloof 1 TSF, Libanon TSF, Venterspost North TSF and Venterspost South TSF. Two WULs have been granted for the Kloof and Driefontein operating areas, which permit the pumping of water from nearby underground workings as presented in Table 16. Table 16: Underground Water Sources Facility Permitted Quantity (m3/a) Kloof 10 Shaft 9,487,500 Driefontein 10 Shaft 2,555,000 Source: Sound Mining, 2022; and FWGR, 2020 Return water from Driefontein 4 TSF is currently re-used for the reclamation of the Driefontein 5 TSF, Driefontein 3 TSF and associated processing at DP2. Additional make-up water is sourced from the dewatering of the Driefontein 10 shaft (~9,000m3/d) and then pumped to the necessary sites for hydraulic mining and processing. Water and slurry from the hydraulic mining of distal TSFs will be pumped to the pumping stations closer to the hydraulic mining sites to piggy-back off these sites to avoid having to use additional Booster Pump Stations (BPS). The water pumps at DP2 supply sufficient pressure for the hydraulic mining operation at Driefontein 5 TSF and Driefontein 3 TSF.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 93 High-pressure water pumps will be placed at the various TSFs (i.e., excluding Driefontein 3 TSF) to avoid having high-pressure water pipelines between the hydraulic mining sites and the processing plant. They will be utilized in series to deliver the required pressure of 25bar to 30bar, for hydraulic mining. The mining operation will pump approximately 42,000m3/d of water from the various mining sites to feed the DP2 expansion facility. Each production unit (or monitor) requires in the order of 10,500m3/d for the hydraulic mining of TSF material and each site will have two monitor units running and one on standby during steady state operations. Water will be recovered from the various deposition facilities and returned to the system. Make-up water (i.e., 30% - 40% of the total water requirement) will be required to compensate after accounting for losses and rainfall (~18,000m3/d), with Kloof 10 shaft alone, having ample available capacity (~36,000m3/d). 15.2.1. Concluding Comments The available water supply more than adequately meets the FWGR requirements including the make-up water during the dry season. The supply from Driefontein 10 shaft and Kloof 10 shaft do not exceed the permissible pumping rates approved in the WULs. According to the WULs the return water will be treated in an advanced water treatment facility and discharged into Leeuspruit or disposed to dust suppression. Instead of this open configuration FWGR has opted for a closed water system throughout the LoM so no water treatment or discharge into the surface water courses will occur. The final water still in use at the point of closure will be treated and appropriately discharged. 15.3. Technical Studies - Power The power supply and Point of Delivery (PoD) for the operations has been determined by independent specialists. These have been reviewed and are deemed appropriate for the operation. Power is currently supplied to transformers at the various sites (Table 17) from Eskom’s 132kV and 44kV grid, where the voltage is reduced to 6.6kV. Table 17: Power Requirements for FWGR Operations Site Installed Used Available Comments (kVA) Driefontein 8 Shaft 20,000 11,000 9,000 Sufficient for reclamation operations Driefontein 13 Shaft 10,000 6,600 3,400 DP2 40,000 - 40,000 18,000kVA required by DP2 at 1.2Mtpm capacity Libanon 40,000 22,000 18,000 Sufficient for reclamation operations Kloof 4 Shaft 80,000 64,000 16,000 3,500kVA required by RTSF Kloof Main Complex 140,000 81,000 59,000 Leeudoorn Shaft 100,000 61,000 39,000 2,500kVA required by Leeudoorn TSF Total 430,000 245,600 184,400 Source: FWGR, 2022; and Sound Mining, 2022 The capital estimates take account of the available equipment at the respective substations and routing from the substations. The PoDs feeding the substations are shown in Table 18. Table 18: Eskom Points of Delivery Eskom PoD NMD Maximum Utilized NMD Transformer Size Comments Driefontein 8 Shaft 14.0MVA 11.0MVA 4 by 5MVA Driefontein 13 Shaft 4.3MVA 6.6MVA 4 by 5MVA There are sufficient transformers Kloof 1 Shaft (132kV) 81MVA 81MVA 7 by 20MVA Libanon Shaft 5.2MVA 6.92MVA 1 by 20MVA FWGR to install 1 by 20MVA transformer Libanon Gold 22MVA 19.3MVA 2 by 20MVA Source: FWGR, 2022; and Sound Mining, 2022


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 94 Suitable PoDs have been identified for the FWGR operations, as shown in Figure 28. Eskom will be notified of the increased load - Nominal Maximum Demand (NMD) to be catered for within the existing contracts - at the appropriate time. Overhead lines will be utilized as far as possible to reduce the installation costs and reduce the risk of cable theft. The aggregate load requirement has been based on a conservative diversity factor of 0.8 for the low voltage loads, which represents a relatively flat load profile. The current Eskom supply is stable in that it is linked to the main ring feed. There is a curtailment agreement in place and only under severe power disruption, would the area lose supply. In this case there is still sufficient capacity to run the vital plant areas by shutting down the milling section and using diesel generators which will provide enough emergency power to ensure that selected critical process plant equipment is able to re-start immediately in the event of a power failure. 15.3.1. Concluding Comment It is noted by Sound Mining that the power estimates determined are considered appropriate for the planned operations. The power requirement to the various components of the FWGR operation is within the spare capacity available to the related ongoing and current underground mining and processing operations. Management will need to ensure timely modifications to the agreements with Eskom and sufficient allowance for the rising cost of power. 15.4. Technical Studies - Pipelines and Pumping FWGR’s expansion planning requires a network of slurry pipelines from the TSF sites to DP2, and tailings pipelines from DP2 to the RTSF. Low-pressure return water pipelines will be required from the RTSF to Libanon TSF site, DP2 and back to the TSF sites. High pressure pumps will provide the mining operations with the pressures they require (25bar to 30bar). This eliminates having to install high- pressure pipelines from the processing plant to the TSF sites. FWGR worked with specialists on the design and cost estimates for the pipelines. Cognizance was also taken of the environment, mine owned land and already disturbed areas. The pipeline layout has been designed to make use of the shortest possible routes, while also using existing mine servitudes as far as possible. Use was made of the road servitudes to prevent additional impacts associated with the clearing and construction of the pipelines, and to ensure that the pipelines are easily accessed for maintenance. Alternative routes were also considered to avoid wetland areas; and existing impacted land, in the context of the effect on operating costs due to the influence of topographical and pumping costs. A summary of the current pipeline and pumping infrastructure Figure 28, is provided in Table 19. Table 19: Existing Pipeline and Pumping Infrastructure Existing Pipeline and Pumping Infrastructure Approvals Pre-screening and Slurry Pumping Reclamation Station at Driefontein 5 TSF Hydraulic Mining Site Approved EA and Environmental Management Plan (EMP) Fine Screening and Slurry Transfer Pump Station at Mining Site Approved EA and EMP Slurry Pipeline between Driefontein 5 TSF and DP2 Approved EA and EMP Tailings Pipeline from DP2 to Driefontein 4 TSF Approved EA and EMP Return Water Dam at Driefontein 4 TSF and Process Water Supply to DP2 Approved EA and EMP Process Water Make-up Storage and Pump Station at Driefontein 10 Shaft Approved EA, Integrated Water Use Licenses (IWUL) and EMP Process Water from Driefontein 10 Shaft to DP2 Approved EA, IWUL and EMP Source: Sound Mining, 2022 A summary of the additional piping requirements is presented in Table 20.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 95 Table 20: Phase 2 Pipeline and Pumping Infrastructure Planned Pipeline and Pumping Infrastructure Approvals Pre-screening and Slurry Pumping Reclamation Stations at Driefontein 3 TSF Approved EA and EMP Pre-screening and Slurry Pumping Reclamation Stations at Kloof 1 TSF Additional approvals required Pre-screening and Slurry Pumping Reclamation Stations at Libanon TSF Additional approvals required Pre-screening and Slurry Pumping Reclamation Stations at Venterspost North TSF Additional approvals required Pre-screening and Slurry Pumping Reclamation Stations at Venterspost South TSF Additional approvals required Slurry Pipeline from Libanon TSF to DP2 Approved IEA and EMP Slurry Pipeline from Venterspost South TSF to Libanon TSF Additional approvals required Slurry Pipeline from Kloof 1 TSF to DP2 Approved IEA and EMP Return Water Pipeline from Kloof 10 shaft to DP2 Approved IEA and EMP Water Pipeline from DP2 to Driefontein 3 TSF Approved EA and EMP Return Water Pipeline from Kloof 10 shaft to Libanon TSF Additional approvals required Return Water Pipeline from Kloof 10 shaft to Venterspost South TSF Additional approvals required Process Water Make-up Storage and Pump Station at Kloof 10 Shaft Approved IEA, IWUL and EMP Process Water from Kloof 10 Shaft to DP2 Approved IEA, IWUL and EMP Slurry Pipeline from DP2 to the RTSF Approved IEA and EMP Slurry Pipeline from Libanon TSF to DP2 Approved IEA and EMP Source: Sound Mining, 2022 The civil infrastructure requirements for pipeline crossings of road/rail, pipe jack culverts, open/minor culverts have been considered and amount to around 65 installations. 15.4.1. Concluding Comments The QP considers the pipeline infrastructure design to be well-engineered and underpinned by practical experience. There appear to be no fatal flaws in the thinking behind amendments to various EIAs and EMPs to accommodate the changes to the pipeline and pumping infrastructure.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 96 16. GOLD MARKET Item 16 (i) and (ii) All gold produced is delivered to Rand Refinery for refining with no restrictions on the quantity or time frame. DRDGOLD has a long- standing off take agreement with Rand Refinery who refine the gold produced by FWGR. FWGR sells gold to South Africa bullion banks at the prevailing spot in South African Rands and once sold, Rand Refinery will transfer the gold to the purchaser’s bullion bank depository. When applying the 30 June 2023 spot exchange rate (ZAR18.78/USD) to the associated gold price of USD1,943/oz Au, a real gold price of ZAR1,173,183.94/kg is computed. Gold is a precious metal, refined and sold as bullion on the international market. It is traded on the global financial markets and has traditionally been used for jewelry, bartering or storing wealth. Aside from the gold holdings of central banks, current uses of gold include jewelry, private investment, dentistry, medicine and technology (Table 21). Table 21: Above Ground Gold Stocks in 2022 Description Quantity (t) Contribution (%) Jewelry 95,546.9 46% Private Investment 46,516.6 22% Bank Holdings 35,715.1 17% Other 31,096.0 15% Source: GoldHub, 2023 The largest use of gold is in jewelry, accounting for approximately 46% of the above-ground gold. Gold does not follow the usual supply and demand logic because it is virtually indestructible and can easily be recycled. In addition, gold stored in the vaults of banks is relatively illiquid and subject to the vagaries of global economies. These characteristics of the gold market make it challenging to forecast the gold price. 16.1. Gold Price Trends The QP considered a five-year period of historical analysis to form an opinion of the gold price and exchange rate to be expected going forward because the QP is of the opinion that a five-year period sufficiently covers the market volatility seen in the international gold market. This is also consistent with the five-year period of consensus pricing relied on for the price forecast. The gold price increased in 2020 due to uncertainties related to the outbreak of Covid-19. It then steadily declined to a spot price of ~ZAR1,173,183.94/kg (i.e., USD1,943/oz at ZAR18.78/USD) as at 30 June 2023 (Graph 5). After interrogating the gold price, the QPs are of the opinion that a gold price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD), provided by FWGR, is appropriate for use in the economic assessment. Graph 5: Gold Price Historical Trendline Source: Sound Mining, 2023 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23 U SD /o z Year Monthly Average Trendline Upper and Lower Standard Deviation Bands


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 97 The linear trendline indicates robust gold price potential over the near to medium-term. 16.2. Exchange Rate Forecast The ZAR to USD exchange rate saw record breaking highs in the second quarter of 2020 (ZAR19.35/USD) but has subsequently dropped back to ZAR18.78/USD as at 30 June 2023. A factor in the deterioration of the local currency in 2020 was the lockdowns and economic volatility brought on by Covid-19. The exchange rate of ZAR17.39/USD compares well with the six-year historical trendline as visually displayed in Graph 6. Graph 6: Exchange Rate Historical Trendline Source: Sound Mining, 2023 Various service providers and financial institutions are consulted to determine consensus forecasts of the gold price (Table 22). Table 22: Long-term Consensus Forecasts in Nominal Terms Description Year 1 (FY2024) Year 2 (FY2025) Year 3 (FY2026) Year 4 (FY2027) Year 5 (FY2028) Gold Price (USD/oz) 1,962 1,917 1,886 1,866 1,600 Exchange Rate (ZAR/USD) 17.65 18.15 18.33 18.48 16.60 Gold Price (ZAR/kg) 1,112,784 1,118,818 1,111,140 1,109,147 853,923 Source: DRDGOLD, 2023 The economic assessment for the Mineral Reserve estimate relies on a real price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD) in 30 June 2023 terms as provided by FWGR. The QP has considered the consensus forecasts supplied by FWGR against linear trends in the demand and supply of gold as recorded over the period from 2013 to 2022 to examine whether these forecasts are reasonable. 10 12 14 16 18 20 22 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 U SD /o z Year Monthly Average Trendline Upper and Lower Standard Deviation Bands


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 98 16.3. Global Demand Graph 7 illustrates the global demand over the past ten years (i.e., 2013 to 2022). Graph 7: Global Gold Demand from 2013 to 2022 Source: GoldHub, 2023 16.4. Global Supply The global gold supply from mining and recycling activities over the same period is presented in Graph 8. Graph 8: Global Gold Supply from 2013 to 2022 Source: GoldHub, 2023 The supply from mining satisfied some 77% of the demand in 2022, with the balance met by recycled gold. 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Q ua nt ity (t ) Year 4,100 4,200 4,300 4,400 4,500 4,600 4,700 4,800 4,900 5,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Q ua nt ity (t ) Year


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 99 Below are the top thirteen gold producing countries in 2022 (Table 23). Table 23: Global Gold Production Rank Country Production (t) 2017 2018 2019 2020 2021 2022 1 China 429 404 383 368 332 375 2 Russia 281 295 327 332 331 325 3 Australia 293 313 325 328 307 314 4 Canada 171 192 185 173 193 195 5 United States 236 223 200 193 187 173 6 Ghana 133 149 142 130 125 127 7 Peru 167 163 143 102 127 126 8 Indonesia 118 153 92 101 116 125 9 Mexico 120 118 109 110 125 124 10 Uzbekistan 91 92 93 100 105 111 11 Mali 74 88 97 92 99 102 12 Burkina Faso 75 78 83 93 103 96 13 South Africa 147 126 113 102 114 93 Source: GoldHub, 2023 16.5. Concluding Comments The QP notes a short term up-tick despite the long-term reduction in demand together with an essentially constant supply over the past five years. These trends are not inconsistent with the forecast price trend in Table 21. The QP is satisfied that a real 30 June 2023 gold price of ZAR1,081,261/kg is a reasonable assumption for examining the economic viability of the Mineral Reserve estimate.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 100 17. ENVIRONMENTAL STUDIES, PERMITTING, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS Item 17 (i); (ii); (iii); (iv); (v); (vi) and (vii) A review of the environmental status was undertaken by Sound Mining’s QP, who contributed the opinions herein. It relies on information provided by DRDGOLD and FWGR. The key environmental aspects are discussed below, along with any associated liabilities and risks. Risks or liabilities, that would generally be addressed in terms of accepted environmental practice and which do not have significant cost implications, have not been discussed. 17.1. Permitting Status The environmental and social compliance status in relation to South African legislation is summarized in Item 21. The following expands on the relevant authorizations or permits required. 17.1.1. The National Environmental Management Act (NEMA) EAs have been granted in terms of NEMA and the Environmental Impact Assessment (EIA) Regulations of 2014 as described below. Driefontein Mining Right Area: in March 2016, Sibanye Gold submitted an application for an IEA including a Waste Management License (WML) for the proposed activities on the Driefontein Mining Right area (DMRE Ref. No.: GP 30/5/1/2/2 (51) MR. The DMRE granted the EA Ref. No.: GP 30/5/1/2/3/2/1 (51) EM on 11 May 2018. The Driefontein MR and EA are in good legal standing. Sibanye Gold applied for a Section 102 amendment to the MR to include the Driefontein 4 TSF, which has been granted. The application to the DMRE for the transfer of the existing Driefontein EA (Ref. No.: GP 30/5/1/2/3/2/1 (51) EM) as well as the inclusion of related activities covered by the existing Driefontein EMP relevant to the FWGR operation has also been approved. Permission for depositing onto the Driefontein 4 TSF is contained in the original Driefontein EMP associated with the MR. This EMP is needed for the operation’s waste management obligations. The pipelines fall within the scope of the existing infrastructure recorded in the current EA and EMP. Table 24 summarizes the current environmental legal standing for the Driefontein mining area. Table 24: Environmental Legislation and the Status for the Driefontein Mining Area Act, Regulation or By-Law Requirements Status Driefontein Area MPRDA, 2002 (Act No. 28 of 2002) A Mining Right is not required. This is currently in place NEMA, 1998 (Act No. 107 of 1998): Environmental Impact Assessment Regulations 2014 (GNR 982) EA This is currently in place EMPr/EIA Forms part of the Driefontein EMPr/EIA The Rehabilitation and Closure Cost plan must be annually adjusted This is guaranteed through a Guardrisk Cell Captive National Environmental Management: Air Quality Act, 2004 (Act No. 39 of 2004) (NEM:AQA) An Atmospheric Emissions License (AEL) is required for any listed activity within this Act N/A NEM:WA, 2008 (Act No. 59 of 2008) A WML is required for any listed activities within the Act There is an EA in place for Driefontein National Heritage Resources Act, 1999 (Act No. 25 of 1999) (NHRA) Permission from SAHRA is required for the removal of graves This area is currently operational, and all correct process have been followed NWA, 1998 (Act No. 36 of 1998) Any abstraction, storage, diversion, flow reduction and disposal of water and effluent requires an IWUL This is included in the Driefontein WUL owned by Sibanye Gold. An application has been made for the transfer of these uses to FWGR, it is still in process with DWS. An application was submitted for a name change and the transfer of applicable water uses for the WRTRP IWUL to FWGR, this has been approved and transferred successfully Source: FWGR, 2023; and Sound Mining, 2023


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 101 Kloof Mining Right Area: in March 2016, Sibanye Gold submitted an application for an IEA including a WML for the proposed activities on the Kloof Mining Right area (DMRE Ref. No.: GP 30/5/1/2/2 (66) MR). The DMRE granted the IEA (Ref. No.: GP 30/5/1/2/3/2/1 (66) EM on 11 May 2018. The Kloof MR is in good legal standing and its IEA has been transferred to FWGR. Sibanye Gold has applied for two Section 102 amendments to the Kloof MR for the inclusion of the Venterspost North and South TSFs as well as land for the RTSF. The Section 102 amendment for Venterspost North and Venterspost South TSFs was granted at the end of 2021. The RTSF Section 102 amendment was granted but has not been executed by Sibanye Gold as yet. 17.1.2. National Environmental Waste Management Act (NEM:WA) FWGR has confirmed that their TSFs have an approved Code of Practice (CoP) on Mine Residue Deposits in terms of the MPRDA. The TSFs on the Driefontein MR and Kloof MR are covered under this CoP. For Phase 2, the following waste management activities have been granted in terms of GNR 921 of 13 November 2013 (as amended) under the NEM:WA, 2008 (Act No. 59 of 2008) (Table 25). The DMRE granted the IEA Ref. No.: GP 30/5/1/2/3/2/1 (66) EM on 11 May 2018. The waste management activities in Table 30 allow FWGR to construct the RTSF and associated infrastructure. The requirements under NEM:WA have been covered. Table 25: Activities for Phase 2 Requiring a Waste Management License (WML) Number of the Relevant Government Notice Listed Activity Number Authorised Description of Activity GNR 921 Activity B (1) Construction and operation of the RTSF and the sewage treatment plant GNR 921 Activity B (7) Operation of RTSF GNR 921 Activity B (11) Establishment of the RTSF Source: FWGR, 2020 17.1.3. National Water Act (NWA) FWGR is operating under two authorised IWUL, FWGR License No.: 10/C22B/ACFGI/4976 and Driefontein License No.: 10/C23E/ACEFGJ4527 both issued 9 March 2017. The FWGR IWUL is valid for a period of twenty years from the date of issuance and may be reviewed at intervals of not more than five years. The Driefontein IWUL is valid for a period of fourteen years from the date of issuance and may be reviewed at intervals of not more than five years. An application to transfer the applicable Driefontein uses to FWGR has been submitted. Compliance is also required with the general provisions of the regulations on the use of water for mining and related activities published under the NWA in GN 704 of 1999. Storm water needs to be managed in-line with GN 704 of 1999. 17.2. Environmental Considerations The EIAs for the Kloof and Driefontein operation areas state that the TSFs are permanent sources of pollution. Dust from the TSFs impact on the ambient air quality, the surrounding soils and the wetlands and surface water resources. Ground water is also significantly affected by leaching and the seepage of pollutants from the TSFs that are located over dolomitic aquifers. Any seepage from the Driefontein 3 TSF, Driefontein 4 TSF, Kloof 1 TSF, Libanon TSF, Venterspost North TSF, Venterspost South TSF and Driefontein 5 TSF is expected to migrate downwards into the aquifers. Monitoring data indicates elevated concentrations of sulphate, total dissolved solids (TDS) and nitrate in the groundwater which are all typical constituents associated with contamination emanating from gold mining areas. The pH ranges from 4.1 to 8.0 and is indicative of acid mine drainage, which is associated with seepage from existing tailings and surface mining facilities. Underground mining in these areas have significantly dewatered the dolomitic systems which have resulted in numerous sinkhole formations. Dewatering reduces pressure within the dolomite and this encourages drainage from the overlying TSFs. The removal of these TSFs in the region will result in long-term positive benefits to the region. It is expected that the removal of the TSFs off the underlying dolomite will improve the ground water quality near the TSFs. There is no dolomitic risk in the area of the RTSF. The RTSF site is underlain by Transvaal Supergroup Strubenkop shale, Daspoort quartzite and Silverton shale units.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 102 The baseline groundwater quality is good. However, there will be contamination of the ground water quality in the area. The main elements of concern are sulphate and manganese, and to a lesser extent arsenic, uranium and iron. These could potentially impact private boreholes and the Leeuspruit or its tributary. TSFs will be relocated to the new RTSF which is more suitably located with respect to ground water and includes a barrier system to mitigate the impact on ground water. New environmental impacts and risks associated with the RTSF will need to be adequately mitigated and appropriate measures implemented. Dust measurements from the TSFs are generally within the limits specified by the National Dust Control Regulations. However, the EIA found some sites to be a problem during the dry winter months. Land is used in the region for mining activities, cultivation of crops and for grazing. The pipeline routes will utilize servitudes on mine and privately owned land. Prior to final rehabilitation of reclaimed TSFs, and any subsequent development thereafter, a radiation assessment will be completed to determine if any radioactive hotspots exist on the site. Should any exist, they will be excavated and taken to the RTSF. If a site falls within the clearance requirements of the NNRs, for the proposed land use, a report will need to be submitted to the NNR for approval. Once approved, the site will be rehabilitated with indigenous vegetation to that of wilderness use and returned to the landowner. The RTSF is planned on agricultural land, which covers a small modified wetland area. The EA states that a wetland offset strategy must be implemented within one year of any wetland being impacted. These impacts will be mitigated through the correct and careful stripping, stockpiling and use of the soil resources. The impacts due to contaminated water run-off and windblown dust, will be mitigated through the use of wind breaks, concurrent rehabilitation of the RTSF and the installation of silt traps. Clearing and grubbing of vegetation for construction will leave the soil open to erosion which could lead to sedimentation of surface water, wetlands and the deterioration of aquatic habitats. The impacts will be mitigated through either silt curtains, cut off drains or siltation ponds. Fauna and Flora Impact Assessments formed part of the EIAs. The vegetation comprises of Carletonville Dolomite Grassland and Gauteng Shale Mountain Bushveld (both with a vulnerable conservation status), as well as Rand Highveld Grassland (Endangered) and Soweto Highveld Grassland (Endangered). There is also other vegetation namely: grasslands, ridges and wetland vegetation of high-ecological importance due to their influence on the overall ecosystem. They are seen to be valuable to maintain the biodiversity balance and therefore, should be conservation priorities. Fauna expected to occur within the area include mammals, birds, reptiles, amphibians and invertebrates. Fauna species of importance are the White-Tailed Mouse (Endangered) and Rough Haired Golden Mole (Vulnerable). Some thirty-seven bird species were identified with some of them being the “Listed Red Data” bird species. However, the Grass Owl (Vulnerable) is expected to occur within the wetland habitats. Red Data reptile species that have a low probability of occurring within the operation area include the Giant Girdled Lizard (Vulnerable) and the Striped Harlequin Snake (Rare). None of the identified amphibians are of concern. Red Data butterfly species expected to occur on site are the Marsh sylph, Roodepoort Copper and Highveld Blue. A consolidated Heritage Resources Management process was completed in 2016 for the Driefontein and Kloof Mining Right areas. No fatal flaws were identified despite the fact that the operation is situated within a sensitive cultural landscape. An environmental compliance audit of the EA in January 2023 recorded no major issues with an overall compliance of 98%. Construction on the Kloof area has not commenced, and so environmental compliance audits are not available. 17.3. Social and Political Considerations The operation is located in the vicinity of the following four local municipalities: Mogale City, Westonaria, Randfontein and Merafong City. The RTSF is in the Westonaria and Merafong City Local Municipalities. Local towns include Fochville, Carletonville, Westonaria and Venterspost. The land is used for mining, agriculture, residential and businesses. Agriculture covers the largest portion of the area, followed by mining and residential uses. Human settlements are relatively scattered due to the mining activities and impact of dolomite. Two thirds of the local GDP is from finance, personal services and government services. The Westonaria and Merafong City economies are more dependent on the mining industry than the district in general. Merafong City has an unemployment rate of over 21%, while the Westonaria unemployment rate exceeds 42%.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 103 The expansion is expected to improve the socio-economic status with new jobs expected to be created during construction. Capital investment and contributions to the GDP as a consequence of the FWGR operations, and the obvious multiplier effect, will have a positive impact in the area. Employment opportunities include direct employment by the operation, indirect employment will be created by procuring local goods and services, induced employment generated through spending and associated job creation in the economy. Operation related employment has the potential to considerably improve the livelihoods and income stability of employees and their dependents. 17.3.1. Discussions with Local Individuals or Groups Interested and Affected Parties (I&APs) raised concerns during the public participation phase of the Kloof EIA process. A petition of 793 signatories was compiled in this regard by the “No for Mega Dump Forum” representing the community (farmers, business owners and residential areas). The concerns raised included: • environmental impacts from the existing TSFs and whether the FWGR operation would worsen the conditions; • dust being a major concern for health reasons; • safety and security on surrounding farms; • water quality; • population influx; and • reduced economic activity within the local community after the LoM. Some of the I&APs acknowledged that the FWGR operation would have a long-term positive impact by removing TSFs. Other positive impacts expected skills development, employment creation and the benefits of the multiplier effect where, local procurement of goods and services, as well as local and regional economic development would benefit. Improved quality of life and increased availabilities of land were also cited as positive impacts. These will be managed by the FWGR Social and Labor Plan. The Social Impact Assessment (SIA) revealed political and community expectations for sharing in the benefits by local communities. Local municipalities sometimes claim that they are disproportionally benefiting, or not benefiting at all, from mining when compared with district municipalities and the provinces at large. It is not the responsibility of FWGR to control informal settlements or to provide public services and facilities. However, the existence of informal settlements near the operations poses a risk to the operation in terms of political stability and community relations/support. FWGR’s internal controls state that the operation has a shared responsibility (together with the relevant local authorities and key stakeholders) to address operational induced in-migration to affected communities. Farmers in the area are more hostile towards the mining industry and they contribute to poor community relations. A social and labor plan exists to address any negative social impacts of the operation on host communities. Potential positive impacts on host communities will be optimized and enhanced in a sustainable manner. Emphasis will be placed on skills development and local economic development as these aspects would constitute the foundation for enhancing the operation’s social capital. Moreover, negative impacts, such as increased pressure on infrastructure and services, and economic dependence on FWGR can be more effectively mitigated when the social capital of the operations are enhanced. It is anticipated that the consequence and/or probability of most negative impacts can be reduced to acceptable levels and that the positive impacts of the operations will outweigh the negative effect. 17.4. Environmental Closure Liability Estimate Sound Mining has relied on environmental closure liability estimates provided by Digby Wells. They are experts in this field and were commissioned for the purpose. A review of the closure estimates and associated plans covered the following aspects: • discussion of the methodology used to derive the costs for demolition, closure and rehabilitation; and • comment on the adequacy of the financial provisions made for the operation.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 104 17.4.1. Basis of the Closure Liability Estimate The closure cost assessment was conducted according to the requirements of NEMA as amended, by Digby Wells in July 2023. The purpose of the financial provision assessment was to revise the existing estimate for closure and rehabilitation to reflect current conditions as of July 2023. 17.4.2. Quantum of the Closure Liability The closure cost estimate is for the purpose of reporting the liability in the annual financial statements of FWGR. NEMA Section 28 as amended, states everyone has a duty of care and imposes an obligation to prevent, minimize and rectify pollution or degradation. The liability is adjusted annually and FWGR has made financial provisions for the rehabilitation of negative environmental impacts. The closure costs are determined on both an “unscheduled” and “scheduled” basis. Scheduled costs assume that mining continues and that the final rehabilitation will be confined to the rehabilitation of the TSF footprints. Unscheduled costs assume the immediate termination of mining and provide for rehabilitation of the area in its current condition. The detailed closure cost model calculates the cost of demolishing, removing and rehabilitating each infrastructure component which may include (but is not limited to): • rehabilitation of the pump station and pipeline footprints; • generalized rehabilitation and vegetation management strategies; • ensuring the reclaimed footprints are free draining; • vegetating the TSFs that will remain post closure; • radiation clearance for each rehabilitated footprint; and • post-closure maintenance and monitoring costs. FWGR has provided for the quantum of the financial guarantees on an unscheduled estimate basis. Table 26 presents the closure cost estimates of the June 2023 Digby Wells Annual Financial Provision Assessment. Table 26: Current Closure Cost Estimates for FWGR Asset Unscheduled Cost 2023 (ZAR M) Scheduled Cost 2023 (ZAR M) Driefontein 5 TSF 9.85 9.96 Driefontein 3 TSF 32.45 13.66 Kloof 1 TSF 16.25 12.06 Libanon TSF 23.30 15.08 Venterspost North TSF 26.12 12.52 Venterspost South TSF 7.60 4.90 DP2 15.78 15.78 DP3 12.43 12.43 Driefontein 4 TSF 25.26 20.84 Pipelines 5.04 5.04 Post Closure Aspects Driefontein 5 TSF 3.29 3.29 Post Closure Aspects Driefontein 3 TSF 10.49 4.18 Post Closure Aspects Kloof 1 TSF 26.89 4.27 Post Closure Aspects Libanon TSF 8.56 5.32 Post Closure Aspects Venterspost North TSF 45.19 4.43 Post Closure Aspects Venterspost South TSF 13.47 1.79 Post Closure Aspects DP2 2.64 1.64 Post Closure Aspects DP3 0.28 0.28 Post Closure Aspects Driefontein 4 TSF 12.25 7.34 Project Management 17.83 9.29 Contingency 29.71 15.48 Total 344.68 179.56 Source: Digby Wells, 2023 Note: Apparent computational errors due to rounding


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 105 As mining of the TSFs progresses, the liability for rehabilitation and closure will decrease from the current unscheduled cost of ZAR344.68 M to a final scheduled cost of ZAR179.56 M. FWGR will make appropriate application to the DMRE for adjustments to the closure obligation to cater for this decreasing liability. Guardrisk Insurance Company Limited (Guardrisk) has issued financial guarantees in favor of the DMRE of ZAR490.5 M. An amount of ZAR474.8 M is also invested in Guardrisk Cell Captive under the ring-fenced environmental rehabilitation insurance policy. The funds are ring-fenced for the sole objective of future rehabilitation activities during and at the end of the LoM. The financial guarantees and funds held with the Guardrisk Cell Captive (30 June 2023) is sufficient to cover the 2023 estimated unscheduled liability of ZAR344.68 M as estimated for the operation. Table 27 shows the closure liability for the RTSF calculated in the 2016 Digby Wells EIA and Environmental and Management Program Report Under Regulation 7 of the NEMA Financial Provision Regulations (2015) which states that the financial provision is, at any given time, equal to the sum of the actual costs of implementing the plans for a period of at least ten years forthwith (this includes the annual rehabilitation, final, decommissioning and closure plans). Sound Mining has been informed by FWGR that a ZAR169.0 M of the closure cost estimate for the RTSF has been guaranteed by FWGR through Guardrisk and satisfies the IEA requirements. The 2023 closure cost estimate was normalized by inflating the 2016 estimate by 6%. Table 27: Closure Cost Estimates from Kloof EIA and Guaranteed through Guardrisk Asset Unscheduled Costs after One Year 2016 (ZAR M) Scheduled Costs 2016 (ZAR M) Unscheduled Costs 30 June 2023 (ZAR M) Scheduled Costs 30 June 2023 (ZAR M) RTSF 77.17 172.31 123.00 274.64 Source: Digby Wells, 2016 17.5. Concluding Comments It is noted that the SAHRA issued a Final Statutory Comment supporting the requirements and conditions contained in the HIA Reports. FWGR submitted a Section 34 application for the demolition permit. It is the opinion of the environmental specialist that the FWGR operations have been well planned and executed thus far. The legislative requirements have been identified and addressed and where there are gaps, measures are being taken to address them. The identified risks are well understood by FWGR and at the time of this TRS are being addressed to avoid any significant impact to the operations. No fatal flaws were identified during this review. An insurance policy through Guardrisk of ZAR490.5 M, combined with the current balance in the Guardrisk Cell Captive of ZAR474.8 M (30 June 2023) is sufficient to cover the 2023 unscheduled liability of ZAR344.68 M as estimated for the operation. Cognizance needs to be taken of the following: • a risk assessment should be completed as per Government Gazette No.: GNR 1147 the NEMA Financial Provision Regulations (2015) (as amended January 2020) to determine any residual or latent costs to be included; • FWGR is in the process of amending and transferring its Driefontein IWUL to FWGR; • FWGR has submitted the RTSF design to the Department of Water Affairs (DWA) and if it is not approved, or if further amendment to the FWGR’s IWUL or IEA are required, it could materially impact the forecast timing and the operations revenue; • numerous heritage sites and grave sites have been identified across the scope of the operations and the appropriate permitting has been submitted; • illegal mining activities, and nearby informal settlements may encroach on the operations. In terms of the Extension of Security of Tenure Act, 1997 (Act No. 62 of 1997) (ESTA), any illegal land occupiers may also be entitled to certain tenure rights, which could prevent landowners and government from evicting them unless the provisions of ESTA have been met; • dust resulting from the TSFs and the mining activities needs to be managed; and • the quality or quantity of water available to agricultural activities needs to be preserved. The QP is satisfied that these items are being addressed according to the required timelines.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 106 18. CAPITAL AND OPERATING COSTS Item 18 (i) and (ii) The capital and operating cost estimates used to examine the viability of the estimated Mineral Reserve were informed by current operations and study-work on processing, the RTSF and associated pumping and piping infrastructure. The operating cost estimates are supported by actual on mine invoices received and paid, while the capital estimates have been determined using unit rates (obtained from quotations or bench marked against recent installations) and design quantities. Although the previous feasibility study-work, was in most instances to a definitive level of accuracy, some estimates are no longer current. This being said, the bulk of the capital requirement is for the DP2 expansion and RTSF construction, and the QP acknowledges that these capital estimates have been updated post the previous feasibility study-work. This TRS is therefore deemed to be at a preliminary feasibility level of accuracy (i.e., +/-25%). Where necessary estimates have been appropriately inflated to June 2023 real terms and Sound Mining has included a 15% contingency on all costs to reflect the confidence expected for a PFS level of study. 18.1. Capital Expenditure The capital expenditure is estimated in 30 June 2023 real terms and is summarized in Table 28. No contingency is applied to the capital cost estimates in FY2024; however, a 15% contingency is applied every year thereafter over the LoM. Table 28: Summary of Capital Expenditure Description June 2023 (ZAR M) Land (RTSF and Pipelines) Land (RTSF and Pipelines) 49.30 Total for Property Purchasing 49.30 DP2 Expansion Equipment and Infrastructure 1,770.53 Total for DP2 Expansion 1,770.53 RTSF RTSF Construction and Infrastructure 3,146.97 Total for RTSF 3,146.97 Piping and Pumping DP2 to RTSF 635.57 Libanon to DP2 467.27 Kloof 1 to DP2 405.25 Venterspost South to DP2 361.03 Venterspost North to Libanon 252.65 Total for Piping and Pumping 2,121.77 Total Direct Capital Expenditure 7,088.57 Indirect Capital Expenditure Rehabilitation Provision* - DP2 Maintenance/Replacement of Capital 93.73 Stay-in-Business (SiB) 251.50 Total Indirect Capital Expenditure 345.23 Contingency Contingency (15%) 976.28 Total Capital Expenditure 8,410.08 Source: Sound Mining, 2023; and FWGR, 2023 Note: * This rehabilitation requirement is currently exceeded by the provisions in the associated trust fund


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 107 An annual Stay-in-Business (SiB) provision of ZAR8.7 M is considered until 2027 after which it is increased to ZAR16.0 M for the rest of the LoM. This provision covers maintenance and the replacement of equipment across the operation. Sound Mining has noted that the Guardrisk Cell Captive is in excess of the environmental liability and therefore no provision was included. Graph 9 illustrates the resulting annual capital expenditure requirement for the operation. Graph 9: Capital Expenditure Forecast Source: Sound Mining, 2023 DP2 will be expanded from FY2024 to FY2027, while the RTSF is scheduled to be constructed over five years (i.e., FY2024 to FY2028) with the remaining capital expenditure largely earmarked for piping and pumping infrastructure. 18.2. Operating Costs The DP2 operating cost estimate (Table 29) and forecast (Graph 10) are based on the actual costs being incurred by the current operation. Economies of scale were taken into consideration by applying a factor to the escalated budget as DP2 increases its throughput. Table 29: Unit Operating Cost over LoM Description Unit Costs (ZAR/t) Salaries and Wages 10.94 Contractors 9.08 Reagents 23.00 Other Engineering Stores 7.16 Electricity 19.20 Water 0.30 Machine Hire 2.85 Other 8.69 Other Corporate Costs 3.61 Retrenchment 0.33 Contingency (15%) 11.92 DP2 Operating Costs 97.08 Source: Sound Mining, 2023; and FWGR, 2023 A retrenchment provision of ZAR72.5 M has been included in the production schedule’s final year (i.e., FY2041). The economic assessment considers a contingency of 5% on operating costs at a production rate of 500ktpm and a 15% contingency when the operation increases to 1.2Mtpm in FY2027. 0 500 1,000 1,500 2,000 2,500 3,000 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 C ap ita l E xp en di tu re (Z AR M ) Financial Year Direct Capital Expenditure Indirect Capital Expenditure Capital Contingency


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 108 Graph 10: Operating Cost Forecast Source: Sound Mining, 2023 18.2.1. Concluding Comments The impact of a change in the pumping costs for longer average distances between the deposition sites, current TSFs, Available TSFs and DP2, is not fully captured in the operating cost estimates over the LoM. There is a risk that the operating costs may prove to be higher over time, but these are not expected to be material in the context of how previous cost estimates have compared with actual operating costs measured post commissioning of DP2. The mining costs are captured in a firm contract with the reclamation contractor. 0 200 400 600 800 1,000 1,200 1,400 1,600 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 O pe ra tin g C os ts (Z AR M ) Financial Year


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 109 19. ECONOMIC ASSESSMENT Item 19 (i); (ii); (iii) and (iv) A Discounted Cashflow (DCF) modelling approach was adopted to assess the economic viability of the Mineral Reserves as stated. Considering the stage of development of the operation and the uncertainties of future global economics, as well as exchange rate, interest rate and gold price uncertainties, a real DCF model is deemed more appropriate than a nominal DCF model. The DCF model was generated in June 2023 South African Rand (ZAR) real terms and is based on the revenue forecast, associated capital and operating cost forecasts, and on appropriate and reasonable economic assumptions (Table 30). Table 30: Inputs to the DCF Model Description Quantum Unit Key Dates Money Terms 30 June 2023 Planned Capacity DP2 Expansion Mtpm 1.2 LoM LoM considering a 1.2Mpta Operation Years 18 Contingencies Contingency % 15% Gold Price ZAR/USD ZAR/USD 17.39 USD/oz Gold USD/oz 1,934 ZAR/kg Gold ZAR/kg 1,081,261 Source: Sound Mining, 2023; and FWGR, 2023 These assumptions are based on information received from FWGR and from the various consultants who contributed to the Mineral Resources, LoM planning and technical study-work that underpin the 30 June 2023 Mineral Reserve estimate. The economic assessment assumes a 100% equity-based business and ignores the effect of working capital changes. The QP is satisfied with the quality of this information, including the revenue and cost forecasts, and considers the inputs to the DCF model to constitute an overall PFS level of accuracy (i.e., +/-25%). 19.1. Revenue Forecast The revenue forecast is a function of gold sales and the pricing assumptions used for the economic assessment. The following processing recoveries, which are supported by test work and current plant performance data, were applied to the material from the respective TSFs to compute the amount of gold sold: • 49.5% for Driefontein 5 TSF material; • 56.6% for Driefontein 3 TSF material; • 50.5% for Kloof 1 TSF material; • 47.2% Libanon TSF material; • 62.5% for Venterspost South TSF material; and • 54.7% for Venterspost North TSF material. The expansion of DP2 facilitates an increase in gold sales over time (Graph 11 and Error! Reference source not found.).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 110 Graph 11: Gold Sales Forecast Source: Sound Mining, 2023 Processing throughput can continue after FY2041 when the available TSFs are likely to be incorporated into the operation. At this stage, the economic assessment has only considered the depletion of the TSFs that comprise the current Mineral Reserves. The gold sold from these TSFs equate to approximately 1.2Moz. The real revenue forecast relies on a gold price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD). Taxes would be determined using the gold mining tax formula with all unredeemed capital taken into account. The assets are part of the ongoing business of FWGR, which fall outside the ambit of the provision of the MPRDA that would place an obligation to pay royalties on the proceeds of the operations. 19.2. Cashflows Graph 12 presents the post-tax cashflow for an operation that excludes the benefits that would eventually be derived from the Available TSFs (see Error! Reference source not found.). Graph 12: Post-tax Discounted Cashflows Source: Sound Mining, 2023 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 G ol d So ld (k g) Financial Year -4,000 -2,000 0 2,000 4,000 6,000 8,000 10,000 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 Fr ee C as hf lo w (Z AR M ) Financial Year Free Cashflow After Tax Cumulative Free Cashflow After Tax


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 111 The cumulative post-tax cashflows over the LoM remain positive. When assuming a discount rate of 10.96% the unleveraged operation reflects a NPV of ZAR2.27 Billion. FWGR is an ongoing operation and thus the Internal Rate of Return (IRR) and a capital payback period are not applicable. 19.3. Sensitivities The achievability of the LoM plans, budgets and forecasts cannot be assured as they are based on economic assumptions, many of which are beyond the control of the company. Future cashflows and profits derived from such forecasts are inherently uncertain and actual results may be significantly more or less favorable. The technical risks as identified by Sound Mining are provided in Item 12.1. These and other environmental risks can impact the anticipated revenue and cost forecasts and accordingly have been assessed against upside or downside changes of between -20% and +20%. The consequential potential impacts are presented in Table 31 and is illustrated graphically in Graph 13. Table 31: Sensitivity of Post-tax NPV10.96 Variance NPV10.96 (ZAR Billion) 80% 90% 100% 110% 120% Revenue (0.38) 0.97 2.27 3.57 4.81 Capital Expenditure 3.48 2.89 2.27 1.67 1.03 Operating Costs 3.17 2.72 2.27 1.83 1.35 Source: Sound Mining, 2023 Graph 13 shows that changes to the revenue forecast will impact margins the most. Graph 13: Sensitivity to Expected Revenue and Costs Source: Sound Mining, 2023 Table 32 shows the materiality of changes in the gold price. Table 32: Sensitivity of Gold Price Gold Price ZAR/kg 700,000 800,000 900,000 1,000,000 1,100,000 1,200,000 NPV10.96 (ZAR Billion) (2.87) (1.28) 0.07 1.29 2.49 3.70 Source: Sound Mining, 2023 The operation is economically viable above a gold price of ZAR894,576/kg. -1,000 0 1,000 2,000 3,000 4,000 5,000 6,000 80% 90% 100% 110% 120% N PV 10 .9 6 (Z AR M ) Variation of Parameter Revenue Operating Costs Capital Expenditure


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 112 A sensitivity on the discount rate is displayed in Table 33. Table 33: Sensitivity of the Discount Rate Discount Rate 0.0% 5.0% 7.5% 10.0% 12.5% 15.0% NPV (ZAR Billion) 8.38 4.61 3.43 2.55 1.87 1.36 Source: Sound Mining, 2023 19.4. Concluding Comments The QP is satisfied that the Mineral Reserves as stated are all economically viable. 20. ADJACENT PROPERTIES Item 20 (i); (ii); (iii) and (iv) A discussion of the characteristics of adjacent properties is usually relevant for in situ mineral deposits. The TSF assets are independent from adjacent properties with no correlation in mineralization.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 113 21. OTHER RELEVANT DATA AND INFORMATION Item 21 Information relevant to the Mineral Resource and Mineral Reserve statements will certainly include the prevailing legislative framework in South Africa. 21.1. South African Minerals Policy and Legislative Framework The South African Government has an extensive legal framework within which mining, environmental and social aspects are managed. Inclusive within the framework are international treaties and protocols, and national acts, regulations, standards, and guidelines which address international, national, provincial and local management areas. The role of the Government and the relevant regulatory authorities can be summarized as follows: • the custodian of environmental and mining legislation as a Constitutional imperative; • a conduit between the public and mining companies to ensure that mineral rights holders satisfy the objectives of transforming the mining industry by, inter alia, increasing the number of black people in the industry to reflect the country’s population demographics, to empower and enable them to meaningfully participate in and sustain the growth of the economy; thereby ensuring transparency to achieve accelerated and shared economic growth; • advocate of sustainable development, from a socio-economic and environmental management perspective; and • ultimate custodian of historical mining legacies, inclusive of abandoned mines. The Government has significantly reformed its environmental legislation. The driving force behind this is the need to support the overall national objective of sustainable development. Most recently, in 2015, the government published the National Environmental Management Laws Amendment Bill for public comment and the Draft Revised Financial Provision Regulations were published in General Notice No.: R1228 of 10 November 2017 in Government Gazette No.: 41236 in respect of prospecting, exploration and mining or production operations. The applicable laws are listed below: • The Constitution of South Africa (Act No. 108 of 1996); • Mines and Works Act, 1956 (Act No. 27 of 1956); • the Mine Health and Safety Act, 1996 (Act No. 29 of 1996); • the National Environmental Management Act, 1998 (Act No. 107 of 1998) (NEMA); • National Water Act, 1998 (Act No. 36 of 1998) (NWA); • National Nuclear Regulator Act, 1999 (Act No. 47 of 1999) (NNRA); • National Environmental Management: Biodiversity Act, 2004 (Act No. 10 of 2004); • National Environmental Management: Air Quality Act, 2004 (Act No. 39 of 2004); • National Environmental Management: Waste Act, 2008 (Act No. 59 of 2008) (NEM:WA); • the Competition Act, 1998 (Act No. 89 of 1998); • the Companies Act, 2008 (Act No. 71 of 2008); • Mineral and Petroleum Resources Development Act, 2002 (Act No. 28 of 2002) (MPRDA); • Mineral and Petroleum Resources Royalty Act, 2008 (Act No. 28 of 2008) (MPRRA); • Mining Titles Registration Act, 1967 (Act No. 16 of 1967); • Mining Titles Registration Amendment Act, 2003 (Act No. 24 of 2003); • Broad-Based Socio-Economic Charter (and associated amendments, 2010), also known as the Mining Charter; • National Heritage Resources Act, 1999 (Act No. 25 of 1999) (NHRA); • National Environmental Management: Protected Areas Act, 2003 (Act No. 57 of 2003) (NEM:PAA); • National Environmental Management: Biodiversity Act, 2004 (Act No. 10 of 2004) (NEM:BA); • National Forests Act, 1998 (Act No. 30 of 1998) (NFA);


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 114 • Hazardous Substances Act, 1973 (Act No. 15 of 1973) (HSA); • Explosives Act, 1956 (Act No. 25 of 1956); • National Road Traffic Act, 1993 (Act No. 93 of 1996) (NRTA); and • New Broad-Based Black-Economic Empowerment Charter for the South African Mining Industry (also known as the New Mining Charter) published in September 2018. 21.2. South African Legislative Framework South African legislation applicable to mining related activities and specifically with regard to environmental, social and community impact issues are: • The Constitution of South Africa Act, 1996 (Act No. 108 of 1996); • Mineral and Petroleum Resources Development Act, 2008 (Act No. 28 of 2002) (MPRDA); • National Environmental Management Act, 1998 (Act No. 107 of 1998) (NEMA); • National Water Act, 1998 (Act No. 36 of 1998) (NWA); • National Environmental Management: Waste Act, 2008 (Act No. 59 of 2008) (NEM:WA); • National Environmental Management: Air Quality Act, 2004 (Act No. 39 of 2004) (NEM:AQA); • Hazardous Substances Act, 1973 (Act No. 15 of 1973) (HSA); • National Heritage Resources Act, 1999 (Act No. 25 of 1999) (NHRA); • National Environmental Management: Protected Areas Act, 2003 (Act No. 57 of 2003) (NEM:PAA); • National Environmental Management: Biodiversity Act, 2004 (Act No. 10 of 2004); and • National Forests Act, 1998 (Act No. 30 of 1998) (NFA). A brief description of the above Acts is summarized below: The Constitution of South Africa Act, 1996 (Act No. 108 of 1996): Mines must comply with South African constitutional and common law by conducting their operational and closure activities with due diligence and care for the rights of others. Section 24(a) of the Constitution states that everyone has the right to (a) an environment which is not harmful to their health or well-being; and (b) to have the environment protected, for the benefit of present and future generations, through reasonable legislative and other measures that: • prevent pollution and ecological degradation; • promote conservation; and • secure ecologically sustainable development and use of natural resources. Mineral and Petroleum Resources Development Act, 2002 (Act No. 28 of 2002) (MPRDA): The MPRDA provides a holistic cradle-to-grave approach to prospecting and mining by fully considering economic, social and environmental costs to achieve sustainable development of South African Mineral Resources. National Environmental Management Act, 1998 (Act No. 107 of 1998) (NEMA): NEMA was promulgated in 1998 to replace the Environmental Conservation Act, 1989 (Act No. 73 of 1989) (ECA) as the overarching national environmental legislative framework. NEMA was promulgated to give effect to the Environmental Management Policy (published in 2007), and has been subsequently amended, including the National Environmental Management Amendment Act of 2003, and the National Environmental Management Second Amendment Act, 2004 (Act No. 8 of 2004).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 115 The requirements for financial provisions for rehabilitation and closure are evolving. Historically, closure and rehabilitation liability calculations and financial provisions had to be determined and provided for in accordance with Regulations 53 and 54 under the MPRDA (GN 527, April 2004), a guideline document for the evaluation of the quantum of closure-related financial provisions issued by the DMRE in 2004/5, and a set of master rates updated from time to time by the DMRE based on inflation. Financial provision regulations (GNR 1147) were published on November 2015 (as amended January 2020) to replace Regulations 53 and 54 under the MPRDA. The new regulations require the following: • annual rehabilitation, as reflected in an annual rehabilitation plan; • final rehabilitation, decommissioning and closure of the prospecting, exploration, mining or production operations at the end of the life of operations, as reflected in a final rehabilitation, decommissioning and mine closure plan; and • remediation of latent or residual environmental impacts which may become known in the future, including the pumping and treatment of polluted or extraneous water; as reflected in an environmental risk assessment report; and • the applicant or holder of a right or permit must ensure that the financial provision is, at any given time, equal to the sum of the actual costs of implementing the plans and report contemplated in regulation 6 and regulation 11 (1) for a period of at least 10 years forthwith. The NEMA Section 24P (as amended in April 2014) also applies. It requires: • financial provisions to be made in the prescribed manner before an environmental authorization is issued by the DMRE; • annual assessment of environmental liabilities; and • annual “increase” of available financial provisions to the satisfaction of the Minister of Mineral Resources. National Water Act, 1998 (Act No. 36 of 1998) (NWA): The NWA stipulates that a WUL is required for the abstraction, storage, use, diversion, flow reduction and disposal of water and effluent in terms of Section 21 of the Act. Use of water for mining and related activities is also regulated through regulations that were updated after the promulgation of the NWA in 1999 - GN 704. GN 704 addresses the regulations on use of water for mining and related activities aimed at the protection of water resources. Inclusive within GNR 704 are the control measures for activities and its regulation of the sizing, control and monitoring of water management measures. National Environmental Management: Waste Act, 2008 (Act No. 59 of 2008) (NEM:WA): Waste management activities listed in terms of the NEM:WA (GN 921, 29 November 2013) include: storage of waste; the reuse, recycling and recovery of waste; treatment of waste; and disposal of waste at specified thresholds. Historically, mine residues were managed in accordance with the MPRDA and the NEMA. This situation changed in 2014 with the promulgation of the National Environmental Management: Waste Amendment Act of 2014 and its inclusion of mine residue as a Category A (hazardous) waste, as well as the addition of mine residue stockpiles and residue deposits to the list of waste management activities requiring a WML. In 2008, the Ministers of Mineral Resources and Environmental Affairs concluded an agreement on the “One Environmental System” for the country with respect to mining. Ministers adopted an integrated mine environmental management system and sought to align the MPRDA, NEMA, NEM:WA, NEM:AQA and NWA. In short, the agreement implied that environmental issues resulting from mining, prospecting, production and related activities will be regulated in terms of the NEMA, whilst the Minister of Mineral Resources will become a competent authority in terms of NEMA. Following the acceptance of the above-mentioned agreement various amendments were made to environmental legislation, inter alia, the NEMA, MPRDA and NEM:WA. Significant to these amendments were the inclusion of residue stockpiles under the NEM:WA listed activities as well as the publication of regulations regarding the planning and management of residue stockpiles and residue deposits from the prospecting, mining, exploration or production operation in GNR 632 of 2015 and GN 921 July 2015.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 116 Transitional provisions specifically include the following: • any activity in terms of regulation 73 of the MPRDA relating to the management of residue stockpiles and residues deposits, that can be done in terms of a provision of GNR 632 of 2015, must be regarded as having been done in terms thereof; • management measures of residue stockpiles and residue deposits approved in terms of the MPRDA, at the time of the coming into operation of GNR 632 of 2015, must be regarded as having been approved in terms thereof; • a holder of a right or permit in terms of the MPRDA must continue the management of the residue stockpiles and residue deposits in accordance with the approved management measures; and • a person who lawfully conducts a waste management activity listed in the NEM:WA Schedule on the date of the coming into effect of this Notice may continue with the waste management activity until such time that the Minister by notice in a Gazette calls upon such a person to apply for a WML. National Environmental Management: Air Quality Act, 2004 (Act No. 39 of 2004) (NEM:AQA): In terms of Section 21 of the NEM:AQA, an Atmospheric Emissions License (AEL) is required for listed processes that may result in atmospheric emissions, which may have a significant detrimental effect on the environment, health, social and economic conditions. These requirements apply to smelters, refineries and certain processing plants. NEM:AQA GN 283 April 2015 requires mines to register with the Department and submit results in-line with the National Atmospheric Emission Inventory System (NAEIS) requirements. The National Dust Control Regulations (GNR 827, 1 November 2013) provides standards for dust-fall in residential and non-residential areas, and the requirements of monitoring and reporting to the air quality officer. Mining operations have the responsibility to comply with the standards. Hazardous Substances Act, 1973 (Act No. 15 of 1973) (HSA): The regulations relating to Group IV Hazardous Substances (GNR 247 of 26 February 1993) in terms of the HSA apply to the use and transportation of radioactive nuclides used in metallurgical processing plants. National Heritage Resources Act, 1999 (Act No. 25 of 1999) (NHRA): The NHRA requires that a heritage assessment be undertaken for developments listed in the Act. The Act prohibits the following: the alteration, disturbance, damage or demolishment of buildings and structures older than 60 years; archaeological and paleontological artefacts; cultural significant graves and burial sites; and public monuments, except for where a permit was issued by the relevant Provincial Heritage Resources Authority. National Environmental Management: Protected Areas Act, 2003 (Act No. 57 of 2003) (NEM:PAA): The NEM:PAA regulates the system of protected areas in South Africa and their management. It distinguishes between the following types of protected areas: national parks; nature reserves; special nature reserves; and ‘protected environments. Mining is prohibited in national parks, nature reserves and special nature reserves, but mining in ‘protected environments’ may be allowed with the necessary permission from the Minister of Environmental Affairs as well as the Minister of Mineral Resources. National Environmental Management: Biodiversity Act, 2004 (Act No. 10 of 2004) (NEM:BA): Holders of a mining right need to comply with the alien and invasive species regulations (GNR 598 of 1 August 2014) in terms of NEM:BA for species listed in GN 864, of 29 July 2016, which deal with different categories of alien and invasive plant and animal species that are prohibited, must be combatted or eradicated, controlled, require a permit or are subject to certain exemptions and prohibitions. National Forest Act, 1998 (Act No. 84 of 1998) (NFA): The NFA prohibits the cutting, disturbance, damage or destruction of trees in natural forests and trees included in the lists of protected tree species published in terms of the NFA, except where a license was issued by the Department of Agriculture Forestry and Fisheries (DAFF).


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 117 22. INTERPRETATIONS AND CONCLUSIONS Item 22 A full list of all technical documents used in the compilation of the TRS is provided in Item 24. The QP has interrogated all of this information in the process of generating the Mineral Resource and Mineral Reserve estimates and remains satisfied with the technoeconomic merits of the LoM planning and of the integrity of the information and study-work performed. The QPs are of the opinion that the operations of FWGR are reasonably robust in the context of the current methodologies and systems. These operations are ongoing with an experienced management team, skilled employees and a mining contractor whose track record demonstrates the required competence. Apart from the uncertainties identified herein, which risks are manageable, no factors of an operational or geo-metallurgical nature have been identified that could significantly impact the prospects for eventual economic extraction, or the validity of the Mineral Reserves as stated. The QP is comfortable with the gold price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD) used for the economic assessment. This price was provided by DRDGOLD and is not inconsistent with the spot price as at 30 June 2023 of ZAR1,173,183.94/kg (i.e., USD1,806.89/oz at ZAR18.78/USD). Sound Mining has reviewed the EIA and EMP that were provided. The assets held by FWGR were acquired from Sibanye Gold, a subsidiary of Sibanye-Stillwater, in a transaction in which common law ownership was established over the various tailings dams containing the Mineral Resources and Mineral Reserves. FWGR conducts its activities inter alia in accordance with EAs and the provisions of the Mine Health and Safety regulations. A Use and Access Agreement with Sibanye Gold articulates the various rights, permits and licenses held by Sibanye Gold in terms of which FWGR operates, pending the transfer to FWGR of those that are transferable. The drilling, sampling, analytical processes and governance of the exploration programs are appropriate and in-line with industry best practice. They are considered to be of high confidence. The density used to determine quantities from volumes has been determined from both in situ measured values and empirical data and is considered reliable. Sound Mining concludes that the estimations are based on a suitable database of reliable information. Scrutiny of the LoM plan has shown that the recoveries coincide with the recoveries achieved in the metallurgical test work and the quantities and grades used are consistent with those estimated in the Mineral Resource estimation. A review of the processing at DP2 reveals that the plant has performed in-line with expectations, and with further modifications, will adequately handle the planned increase in throughput to 1.2Mtpm for Phase 2. The design for the expansion is based on representative and adequate metallurgical data, knowledge and insights. The mass balance for the plant is appropriate. The tailings material arising from DP2 will be stored at the Driefontein 4 TSF until the RTSF is commissioned with a depositional rate of 2.4Mtpm and final perspective capacity of 800Mt. Sound Mining has reviewed the design for the RTSF prepared by FWGR’s specialists and has concluded that the detailed design report provides a solid basis for the future development of a safe RTSF. The capital provision for all of the necessary infrastructure requirements has been reviewed and is considered appropriate. The capital expenditure estimates for the expansion of DP2 and the RTSF were undertaken and are currently presented at a PFS level of accuracy. The operational expenditure has been estimated from actual data at the current operations. These estimates are considered appropriate and in-line with industry standards. The QP, while cognizant of the risks identified in Item 12.1, remains satisfied that Mineral Resources and Mineral Reserves of FWGR are not likely to change materially as a consequence of these uncertainties. 23. RECOMMENDATIONS Item 23 The QPs recommend that FWGR continues to proactively seek the necessary regulatory approvals for the RTSF timeously to ensure that forecast production can continue uninterrupted.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 118 24. REFERENCES Item 24 The sources of data and information used in preparation of this TRS are presented in Table 34. Table 34: TRS Data and Information Sources Source Date File Type Title Engineering DRA SA (Proprietary) Limited July 2023 xlsx FAR WEST GOLD RECOVERIES DP2 Expansion Study Pre-Feasibility Study Capital Cost Estimate DRA SA (Proprietary) Limited May 2022 pdf Far West Gold Recoveries Dp2 Expansion Project Feasibility Study Process Flow Diagram DRA SA (Proprietary) Limited 2022 pdf 00301-Blockplan DRA SA (Proprietary) Limited March 2022 pdf Far West Gold Recoveries DP2 Expansion Project Feasibility Study Basis of Estimate DRA SA (Proprietary) Limited 2022 pdf FZADBR6245-PROC-PDC-005-Rev B_PDC DRA SA (Proprietary) Limited 2022 xlsx FZADBR6245-PROC-PDC-005-Rev B_PDC DRDGOLD Limited August 2020 docx Manual for the Management of the Disposal of Tailings on the Far West Gold Recoveries Regional Tailings Facility DRDGOLD Limited August 2020 pdf Electrical Point of Delivery Meeting minutes Geo Tail SA (Proprietary) Limited May 2023 pdf Far West Gold Recoveries Regional Tailings Storage Facility Design Report Geo Tail SA (Proprietary) Limited July 2023 pdf RTSF Revised Design Presentation Rev2 Mintek and DRDGOLD Limited September 2020 xlsx Predicted yields from the various dams based on test work results at September 2020 DRA SA (Proprietary) Limited June 2023 xlsx DRDGOLD RTSF Cost Estimate June 2023 (002) DRA SA (Proprietary) Limited June 2023 xlsx DRDGOLD RTSF Cash Flow Rev.1 (002) Environmental/Legal Department of Minerals Resources and Energy May 2018 pdf WRTRP Driefontein Environmental Authorization GP30/5/1/2/3/2/1(51)EM Department of Minerals Resources and Energy May 2018 pdf WRTRP Kloof Integrated Environmental Authorization GP30/5/1/2/3/2/1 (66)EM Department of Water and Sanitation March 2017 pdf WRTRP Integrated Water Use License. License No.: 10/C22B/ACFGI/4976 Department of Water and Sanitation March 2017 pdf Driefontein Water Use License. License No.: 10/C23E/ACEFGIJ/4527 Digby Wells Environmental (South Africa) (Proprietary) Limited July 2022 pdf Far West Gold Recoveries Closure Cost Assessment 2022. Financial Provision Assessment Report Digby Wells Environmental (South Africa) (Proprietary) Limited March 2016 pdf Environmental Impact Assessment and Environmental Management Programme for the Amendment of the existing EMP and Inclusion of Listed Activities Associated with Operations at Driefontein Mining Right Area, Sibanye Gold Limited Digby Wells Environmental (South Africa) (Proprietary) Limited March 2016 pdf Environmental Impact Assessment and Environmental Management Programme for the Amendment of the existing EMP and Inclusion of Listed Activities Associated with Operations at Kloof Mining Right Area, Sibanye Gold Limited Digby Wells Environmental (South Africa) (Proprietary) Limited May 2020 pdf Far West Gold Recoveries Closure Costs Assessment 2020 (ERG6453) Digby Wells Environmental (South Africa) (Proprietary) Limited September 2020 pdf Driefontein Environmental Authorization Audit Digby Wells Environmental (South Africa) (Proprietary) Limited July 2023 pdf Far West Gold Recoveries Closure Cost Assessment 2023 Financial Provision Assessment Report National Nuclear Regulator July 2019 pdf Certificate of Registration in terms of the National Nuclear Regulator Act, 1999 (Act No. 4T of 1999) Werksmans Attorneys November 2017 pdf Exchange agreement between Sibanye Gold Limited and K2017449061 (WRTRP to be renamed) and including DRDGOLD Schedule and Economics DRDGOLD Limited 2023 xlsx DP2 Expansion LOM plan_FY24_Base_V3 DRDGOLD Limited July 2023 pdf DRDGOLD_Competent Persons_TRS_FY2023 DRDGOLD Limited 2023 xlsx Production info_Sound Mining_FY23 DRDGOLD Detailed WACC June 2023 xlsx 2023 - DRDGOLD updated WACC_June_v2 Gold Price Forecasts June 2023 xlsx Gold Price Forecast_DRDGOLD_Q4_V3


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 119 World Gold Council 2023 https World Gold Council, Gold supply and demand statistics - https://www.gold.org/goldhub/data/gold-supply-and-demand-statistics World Gold Council 2023 https https://www.gold.org/goldhub/data/how-much-gold World Gold Council 2023 https https://www.gold.org/goldhub/data/gold-prices Geology Frimmel et al 2005 pdf The Formation and Preservation of the Witwatersrand Goldfields, the World’s Largest Gold Province Geoplan Materials Engineering (Proprietary) Limited November 2020 xlsx DRDGOLD Density Data McCarthy and Rubidge 2005 Book The Story of Earth and Life Minxcon (Proprietary) Limited June 2009 pdf Technical Report on the Surface Mineral Resource Estimation, Scheduling and Financial Valuation of the West Wits HTO Project, Gold Fields (Pty) Ltd. South Africa Minxcon (Proprietary) Limited February 2013 pdf A Technical Report on The Gold1 TSFs in the Gauteng Province, South Africa Minxcon (Proprietary) Limited 2013 dm d4_e_krig_all1 Minxcon (Proprietary) Limited 2013 dm d4_w_krig_all1 Minxcon (Proprietary) Limited 2009 dm drth_krig_allfinal2b Minxcon (Proprietary) Limited 2009 dm DTOPO_pt/tr Minxcon (Proprietary) Limited 2009 dm dr5_krig_all fin Minxcon (Proprietary) Limited 2009 dm dtopo_pt/tr Minxcon (Proprietary) Limited 2009 dm kl1_krig_all_final3c Minxcon (Proprietary) Limited 2009 dm DTOPO_pt/tr Minxcon (Proprietary) Limited 2009 dm lib_krig_all1_2010c Minxcon (Proprietary) Limited 2009 dm dtopo_pt/tr Minxcon (Proprietary) Limited 2009 dm vn_krig_all1_fin2d Minxcon (Proprietary) Limited 2009 dm vn_fin_pt/tr Minxcon (Proprietary) Limited 2009 dm vs_krig_all1_final2c Minxcon (Proprietary) Limited 2009 dm vs_fin_pt/tr The RVN Group (Proprietary) Limited July 2020 pdf Density Measurements and Supervision DRDGOLD Geografix Surveys cc July 2023 pdf, dwg Quantity Report of Driefontein 5 01072023 R1 Geografix Surveys cc July 2023 Pdf, dwg Quantity Report of Driefontein 3 01072023 R1 The glossary of terms, units and abbreviations used in this TRS are presented in Table 35. Table 35: Glossary and Abbreviations Term Explanation Archaean Geological eon from 2,500Ma - 4,000Ma Assay The chemical analysis of ore samples to determine their metal content Auriferous Containing, or producing, gold Basin A geological basin is a large low-lying area, often below sea level Clastic A rock or sediment composed principally of transported broken fragments derived from pre-existing rocks or minerals Conformable A sequence of beds is said to be conformable when they represent an unbroken period of deposition Conglomerate A coarse-grained clastic sedimentary rock composed of rounded to subangular fragments set in a fine-grained matrix Craton An old and stable section of the continental lithosphere which has survived cycles of merging and rifting continents. Cratons are today generally found in the interior of tectonic plates Cut-off grade The lowest grade of mineralized rock that determines as to whether or not it is economic to recover its gold content by further concentration Density Measure of the relative “heaviness” of objects with a constant volume, density = mass/volume Deposit Any sort of earth material that has accumulated through the action of wind, water, ice or other agents De-survey Mathematical reconstruction in 3D space of a borehole trace using azimuth and dip survey data Detrital Formed from eroded loose rock and mineral material Dilution Waste or material below the cut-off grade that contaminates the ore during the course of mining operations and thereby reduces the average grade mined Definitive Feasibility Study (DFS) A definitive engineering estimate of all costs, revenues, equipment requirements and production at a -5% to +10% level of accuracy. The study is used to define the economic viability of a project and to support the search for project financing Distal Relating to or denoting the outer part of an area affected by geological activity


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 120 Term Explanation Dolomite Carbonate mineral, CaMg(CO3)2. The word dolomite is also used to describe the sedimentary carbonate rock, which is composed predominantly of the mineral dolomite Doré An unrefined, therefore impure, alloy of gold with variable quantities of silver and smaller quantities of base metals, which is produced at a mine before passing on to a refinery for upgrading to London Good Delivery standard, which usually consists of 85% gold on average Drillhole Exploration hole drilled for the purposes of exploring for and evaluating sub-surface geology, in this instance the presence and distribution of gold Dyke A tabular vertical or near-vertical body of igneous rock formed by magmatic injection into planar zones of weakness such as faults or fractures that is discordant to the bedding or foliation of the country rock Estimation The quantitative judgement of a variable Exploration Prospecting, sampling, mapping, drilling and other work involved in the search for mineralization Facies The sum total of sedimentary features that characterize a sediment as having been deposited in a given environment; an assemblage of metamorphic rocks which are considered to have formed under similar conditions of temperature and pressure Fault A fracture in earth materials, along which the opposite sides have been displaced parallel to then plane of the movement Fire Assay The assaying of metallic ores by methods requiring the use of furnace heat Fluvial Produced by the action of a stream or river Footwall The underlying side of a stope or ore body Goldfield An auriferous deposit defined in a geographically distinct sub-basin Granite An intrusive felsic rock which is granular in texture Hydrothermal The circulation of hot water. Hydrothermal circulation occurs most often in the vicinity of sources of heat within the Earth's crust. In general, this occurs near volcanic activity Indicated Mineral Resource Is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated Mineral Resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated Mineral Resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated Mineral Resource may only be converted to a probable Mineral Reserve. Inferred Mineral Resource Is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred Mineral Resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a Mineral Reserve. Karoo A large semi-desert natural region of South Africa which lends its name to the geological Karoo Supergroup which is often used as an age description for the eon from 145Ma - 360Ma Kriging An interpolation method that minimizes the estimation error in the determination of a mineral resource. Kriging is a method of interpolation for which the interpolated values are modelled by a Gaussian process governed by prior covariances License, Permit, Lease or other similar entitlement Any form of license, permit, lease or other entitlement granted by the relevant Government department in accordance with its mining legislation that confers on the holder certain rights to explore for and/or extract minerals that might be contained in the land, or ownership title that may prove ownership of the minerals Life-of-Mine (LoM) Number of years in the current mine plan that an operation will extract and treat ore Measured Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured Mineral Resource has a higher level of confidence than the level of confidence of either an indicated Mineral Resource or an inferred Mineral Resource, a measured Mineral Resource may be converted to a proven Mineral Reserve or to a probable Mineral Reserve. Mineable That portion of a mineral resource for which extraction is technically and economically feasible Mineral Asset(s) Any right to explore and/or mine which has been granted (“property”), or entity holding such property or the securities of such an entity, including but not limited to all corporeal and incorporeal property, mineral rights, mining titles, mining leases, intellectual property, personal property (including plant equipment and infrastructure), mining and exploration tenures and titles or any other right held or acquired in connection with the finding and removing of minerals and petroleum located in, on or near the Earth’s crust. Mineral Assets can be classified as Dormant Properties, Exploration Properties, Development Properties, Mining Properties or Defunct Properties Mineral Reserve Is an estimate of tonnage and grade or quality of indicated and measured Mineral Resources that, in the opinion of the QP, can be the basis of an economically viable project. More specifically, the economically mineable part of a measured or indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. The determination that part of a measured or indicated Mineral Resource is economically mineable must be based on a preliminary feasibility or feasibility study conducted by a QP applying the


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 121 Term Explanation modifying factors to indicated or measured Mineral Resources. The study must demonstrate that, at the time of the reporting, extraction of the Mineral Reserve is economically viable under reasonable investment and market assumptions. The study must establish a life of mine plan that is technically achievable and economically viable, which will be the basis of determining the Mineral Reserve. And the term “economically viable” means that the QP has determined, using a discounted cashflow analysis, or has otherwise analytically determined that the extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. Mineral Resource Is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. Modifying Factors Are the factors that a qualified person must apply to indicated and measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated Mineral Resources to proven and probable Mineral Reserves. These factors include, but are not restricted to: Mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. Reef A precious metal bearing stratiform tabular ore body Run-of-Mine (RoM) Means the mineralized, raw unprocessed or uncrushed material obtained after blasting or excavating Shale A fine-grained detrital sedimentary rock formed from clay, mud or silt Strike Refers to the orientation of a geologic feature which is a line representing the intersection of that feature with a horizontal plane. This is represented as a compass bearing of the strike line Syncline A fold with strata sloping upward on both sides from a common valley/base Tailings Material remaining after ore has been processed Unconformity A surface between successive strata representing a missing interval in the geologic record of time and produced either by an interruption in deposition or by the erosion of lithology followed by renewed deposition Uraninite A black, brown or grey uranium ore mineral, UO2 Variogram A measure of the average variance between sample locations as a function of sample separation Wireframe A 3D surface constructed from vertices with connecting straight lines or curves Term Description % percentage % Au percentage gold % mass percentage mass ~ approximate ‘ minutes ‘000m3 thousand cubic meters “ seconds ° Degree °C Degrees Celsius µm micrometer 3D three dimensional AEL Atmospheric Emissions License ALS ALS Chemex South Africa (Proprietary) Limited AMIS African Mineral Standards ANC African National Congress Au Gold Au(CN)2 gold cyanide complex bar metric unit of pressure Bt Billion tons BPS Booster Pump Stations CaSO4 Calcium sulfite (gypsum) CIL Carbon-in-Leach CIP Carbon-in-Pulp CLR Carbon Leader Reef cm centimeter CoP Code of Practice


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 122 COP Cooke Optimization Project CoR Certificate of Registration Covid-19 Coronavirus Disease 2019 CPP Central Processing Plant CRM Certified Reference Material CTSF Central Tailings Storage Facility CUP Cooke Uranium Project CWF Central Water Facility DAFF Department of Agriculture Forestry and Fisheries DCF Discounted Cashflow DFS Definitive Feasibility Study Digby Wells Digby Wells Environmental (South Africa) (Proprietary) Limited DMRE Department of Mineral Resources and Energy (Department of Mineral Resources prior to 2019) DP2 Driefontein Plant 2 DP3 Driefontein Plant 3 DRA DRA SA (Proprietary) Limited DRDGOLD DRDGOLD Limited DWA Department of Water Affairs DWS Department of Water and Sanitation E east EA Environmental Authorization under NEMA ECA Environmental Conservation Act ECSA Engineering Council of South Africa EIA Environmental Impact Assessment EMP Environmental Management Plan EMPr Environmental Management Program Report EPCM Engineering, Procurement and Construction Management Ergo Ergo Mining (Proprietary) Limited Eskom Electricity Supply Commission ESTA Extension of Security of Tenure Act Ezulwini Ezulwini Mining Company (Proprietary) Limited FC fine coarse FEED Front End Engineering Design FSAIMM Fellow of the Southern African Institute of Mining and Metallurgy FWGR Far West Gold Recoveries (Proprietary) Limited FY Financial Year g gram g/cm3 grams per cubic centimeter g/t grams per ton g/t Au grams per ton gold Ga Giga annum (a period of 1 billion years) GDP Gross Domestic Product Guardrisk Guardrisk Insurance Company Limited GISTM Global Industry Standard on Tailings Management GN Government Notice GNR Government Notice Regulation Gold Fields Gold Fields Limited Gold One Gold One International Limited GPS Global Positioning System GSSA Geological Society of South Africa GTSA Geo Tail SA (Proprietary) Limited H2SO4 sulfuric acid ha Hectare Harmony Harmony Gold Mining Company Limited HDPE high-density polyethylene pipe HIA Heritage Impact Assessment


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 123 HIV/AIDS Human Immunodeficiency Viruses/Acquired Immunodeficiency Syndrome HNO3 nitric acid hr Hour HSA Hazardous Substances Act HWSW Heel Wall Scavenger Wells I&APs Interested & Affected Parties ICMM International Council for Mining and Minerals ICOLD International Council for Large Dams IEA Integrated Environmental Authorization IEC International Electrotechnical Commission iLanda iLanda Water Services CC IRR Internal Rate of Return ISO International Organization for Standardization IWUL Integrated Water Use License JSE Johannesburg Stock Exchange Limited JV Joint Venture kg kilogram kHz kilohertz km kilometer koz kilo ounce ktpm kiloton per month kV kilovolt kVA kilovolt-ampere LIDAR light detection and ranging LoM Life-of-Mine m meter M million m/yr meters per year m2 square meter m³ cubic meter m³/a cubic meter per annum m³/d cubic meters per day m³/hr cubic meter per hour Ma Mega annum (a period of 1 million years) mamsl meters above mean sea level MCNCF Maximum Cumulative Negative Cashflow MDP Multiple Deposition Point MHSA Mine Health and Safety Act Minxcon Minxcon (Proprietary) Limited mm millimeters Mm3 Million cubic meters Mm3/a Million cubic meters per annum Moz Millions of ounces MPRDA Mineral and Petroleum Resources Development Act MPRRA Mineral and Petroleum Resources Royalty Act MR Mining Right Mt Million tons Mtpm Million tons per month MVA Mega Volt Ampere N north NAEIS National Atmospheric Emission Inventory System NEM:AQA National Environmental Management Air Quality Act NEM:BA National Environmental Management Biodiversity Act NEM:PAA National Environmental Management: Protected Areas Act NEM:WA National Environmental Management Waste NEMA National Environmental Management Act


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 124 NFA National Forests Act NGL Nominal Ground Level NHRA National Heritage Resources Act NMD Nominal Maximum Demand NNR National Nuclear Regulator NNRA National Nuclear Regulator Act NPV Net Present Value NPV10.17 Net Present Value at 10.17% NRTA National Road Traffic Act NWA National Water Act NYSE New York Stock Exchange oz troy ounce (conversion to troy ounces is 31.10348) oz Au gold ounces P&Gs Preliminary and General PAR Population at Risk PFS Preliminary Feasibility Study pH scale used to specify the acidity or basicity of an aqueous solution PLL Potential Loss of Life PMP Probable Maximum Precipitation PoD Point of Delivery PSD particle size distribution QA/QC Quality Assurance and Quality Control QP Qualified Person Rand Uranium Rand Uranium Limited RoM Run-of-Mine RTSF Regional Tailings Storage Facility RWD return water dams S south S2 sulfur SABS South African Bureau of Standards SACNASP South African Council for Natural Scientific Professions SADPMR The South African Diamond and Precious Metals Regulator SAHRA South African Heritage Resources Agency SAIMM Southern African Institute of Mining and Metallurgy SANAS South African National Accreditation System SDP Single Deposition Point SEC Securities Exchange Commission Set Point Set Point Laboratories SG Specific Gravity SGS SGS South Africa (Proprietary) Limited SI Système Internationale SIA Social Impact Assessment SiB Stay-in-Business Sibanye Gold Sibanye Gold Limited Sibanye-Stillwater Sibanye-Stillwater Limited S-K 1300 Subpart 1300 of Regulation S-K under the U.S. Securities Exchange Act of 1934 SLP Social and Labor Plan SLR SLR Consulting (Africa) (Proprietary) Limited Sound Mining Sound Mining International SA (Proprietary) Limited SPCU Self-Propelled Cyclone Units SPLUMA Spatial Planning and Land Use Management Act, SPV Special Purpose Vehicle SRK SRK Consulting (Proprietary) Limited SVOL1 first search volume SVOL2 second search volume SWD storm water dam


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 125 t metric ton t/m3 tons per cubic meter TDS total dissolved solids the Trust DRDSA Empowerment Trust ToR Terms of Reference tpa tons per annum tph tons per hour tpm tons per month TRS Technical Report Summary TSF Tailings Storage Facility TWSW Toe Wall Scavenger Wells U uranium U/O Underflow/Overflow U3O8 triuranium octoxide USD United States Dollars USD/oz United States Dollars per ounce UV ultraviolet V1 Version 1 V2 Version 2 VCR Ventersdorp Contact Reef W west Witwatersrand Basin Witwatersrand Supergroup WML Waste Management License WRTRP West Rand Tailings Retreatment Project (Proprietary) Limited WUL Water Use License WWP West Wits Project WWTTP West Wits Tailings Treatment Project ZAR South African Rands ZAR Billion Billion South African Rands ZAR M Million South African Rands ZAR M/yr Millions of South African Rands per year ZAR/kg South African Rands per kilogram ZAR/t South African Rands per ton ZAR/USD South African Rands and United States Dollars exchange rate


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 126 25. RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT Item 25 The information and conclusions within this TRS are based on information made available to the QPs by DRDGOLD and FWGR at the time of the preparation of this TRS as noted in this Item. FWGR have provided the QPs with information on the following: • macroeconomic trends, data, assumptions and interest rates (Item 19); • marketing information and plans within the control of the registrant (Item 16); • legal matters outside the expertise of the QP, such as statutory and regulatory interpretations affecting the mine plan (Item 3); • environmental matters outside the expertise of the QP (Item 17); • accommodations the registrant commits or plans to provide to local individuals or groups in connection with its mine plans (Item 17); and • governmental factors outside the expertise of the QP (Item 3). The QPs have reviewed this information at face value and are satisfied that it is both reasonable and appropriate. The QPs believe that it is reasonable to rely on the information provided by FWGR as identified in this Item because they are intimately familiar with the operations and ongoing progress of FWGR since inception. As a consequence, this provides the QPs with an enhanced level of comfort with respect to the management, processes, procedures and quality of planning at FWGR.


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 127 26. QUALIFIED PERSONS DISCLOSURE CONSENT Item 26 We, the signees, in our capacity as Qualified Persons in connection with the Technical Report Summary of Far West Gold Recoveries (Proprietary) Limited dated 30 October 2023 (The Technical Report Summary) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to DRDGOLD Limited’s (DRDGOLD) annual report on Form 20-F for the year ended 30 June 2023 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (1300 Regulation S-K), each hereby consent to: • the public filing and use by DRDGOLD of the Technical Report Summary for which I am responsible as an exhibit to the Form 20-F; • the use and reference to my name, including my status as an expert or Qualified Person (as defined by SK-1300) in connection with the Form 20-F and Technical Report Summary for which I am responsible; and • use of any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F; and any amendments or supplements thereto. I am responsible for authoring, and this consent pertains to, the Technical Report Summary for which my name appears below and certify that I have read the 20-F and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible. Table 36: Qualified Person’s Area of Responsibility and Disclosure Consent Property Name TRS Effective Date QP Name Affiliation to Registrant Field or Area of Responsibility Signature Far West Gold Recoveries Proprietary Limited (A subsidiary of DRDGOLD Limited) 30 June 2023 Mr Vaughn Duke Independent Consultant Mineral Reserves /s/ Vaughn Duke Far West Gold Recoveries Proprietary Limited (A subsidiary of DRDGOLD Limited) 30 June 2023 Mrs Diana van Buren Independent Consultant Mineral Resources /s/ Diana van Buren Far West Gold Recoveries Proprietary Limited (A subsidiary of DRDGOLD Limited) 30 June 2023 Mr Keith Raine Independent Consultant Environmental and Social Governance /s/ Keith Raine


 
Far West Gold Recoveries (Proprietary) Limited Document No: PR/SMI/1330/23 128 Appendix A: Summary of the DCF Model Description Unit Total/Average FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 FY2032 FY2033 FY2034 FY2035 FY2036 FY2037 FY2038 FY2039 FY2040 FY2041 Reclaimed Tons kt 274,633 6,044 6,044 6,044 11,700 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 Head Grade g/t 0.33 0.43 0.42 0.47 0.41 0.37 0.36 0.38 0.36 0.30 0.30 0.30 0.30 0.30 0.28 0.27 0.27 0.27 0.27 Recovery % 53% 55% 55% 57% 54% 53% 53% 53% 52% 49% 49% 49% 52% 56% 54% 55% 55% 55% 55% Gold Sold kg 38,646 1,426 1,392 1,593 2,573 2,863 2,771 2,945 2,720 2,107 2,107 2,107 2,258 2,410 2,169 2,160 2,160 2,160 725 Revenue ZAR M 41,689 1,534 1,498 1,714 2,777 3,089 2,990 3,178 2,935 2,274 2,274 2,274 2,437 2,601 2,340 2,331 2,331 2,331 782 Operating Costs ZAR M 21,538 659 659 659 1,112 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 1,368 660 Capital Expenditure ZAR M 8,410 925 1,996 2,652 1,125 309 18 174 329 18 18 18 434 77 251 18 18 18 10 Pre-tax Free Cashflow ZAR M 11,740 (51) (1,157) (1,597) 540 1,412 1,604 1,636 1,238 887 887 887 635 1,156 721 944 944 944 112 Corporate Tax ZAR M 3,362 - - - - - 169 338 199 273 273 273 24 198 487 360 255 255 255 Post-tax Free Cashflow ZAR M 8,379 (51) (1,157) (1,597) 540 1,412 1,405 1,148 878 632 632 632 466 817 522 671 671 671 88 Cumulative Post-tax Free Cashflow ZAR M 8,379 (51) (1,208) (2,805) (2,265) (854) 552 1,700 2,578 3,210 3,842 4,474 4,939 5,757 6,278 6,949 7,620 8,291 8,379 Post-tax Discounted Cashflow ZAR M 2,265 (46) (940) (1,169) 356 839 753 555 382 248 223 201 134 211 122 141 127 115 13 Cumulative Post-tax Discounted Cashflow ZAR M 2,265 (46) (986) (2,155) (1,799) (959) (206) 348 730 978 1,201 1,403 1,536 1,748 1,869 2,010 2,137 2,252 2,265 Source: Sound Mining, 2023 Note: Apparent computational errors due to rounding


 
EX-96.2 10 ergominingconsolidatedtr.htm EX-96.2 ergominingconsolidatedtr
Technical Report Summary of the material Tailings Storage Facilities i Technical Report Summary of the Material Tailings Storage Facilities Effective Date: 30 June 2023 Qualified Persons: Mpfariseni Mudau Pr.Sci.Nat. Steven Rupprecht HFSAIMM Prepared for: Exhibit 96.2


 
Technical Report Summary of the material Tailings Storage Facilities ii Date and Signature Page This report entitled ‘Technical Report Summary of the Material Tailings Storage Facilities’, with an effective date of 30 June 2023 was prepared for Ergo Mining Proprietary Limited by the Qualified Persons: Mr. Mpfariseni Mudau and Professor Steven Rupprecht. Dated at Johannesburg, 30 October 2023. /s/ Mpfariseni Mudau Mpfariseni Mudau (Pr.Sci.Nat.) Resource Geology Manager The RVN Group /s/ Steven Rupprecht Steven Rupprecht (HFSAIMM) Associate Principal Mining Engineer The RVN Group


 
Technical Report Summary of the material Tailings Storage Facilities iii 1 EXECUTIVE SUMMARY 1 1.1 INTRODUCTION 1 1.2 PROPERTY DESCRIPTION 1 1.3 MINERAL RIGHTS AND OWNERSHIP 1 1.4 GEOLOGY AND MINERALIZATION 2 1.5 EVALUATION DRILLING AND SAMPLING 2 1.6 SAMPLE PREPARATION 3 1.7 ASSAYS 3 1.8 QUALITY ASSURANCE AND QUALITY CONTROL 4 1.9 METALLURGICAL SAMPLING AND TESTING 4 1.10 MINERAL RESOURCE ESTIMATE 5 1.11 MINERAL RESERVE ESTIMATE 6 1.12 PERMITTING REQUIREMENTS 8 1.13 CONCLUSION AND RECOMMENDATIONS 8 2 INTRODUCTION 10 2.1 PROJECT BACKGROUND 10 2.2 TERMS OF REFERENCE AND PURPOSE OF THE TECHNICAL REPORT 11 2.3 PARTICIPANTS AND AREAS OF RESPONSIBILITIES 11 2.4 SOURCES OF INFORMATION 12 2.5 SITE INSPECTION 12 2.6 UNITS, CURRENCIES AND SURVEY COORDINATE SYSTEM 13 2.7 INDEPENDENCE 15 3 PROPERTY DESCRIPTION 16 3.1 LOCATION AND OPERATIONS OVERVIEW 16 3.2 MINERAL RIGHTS CONDITIONS 20 3.3 MINERAL TITLE 20 3.4 VIOLATION AND FINES 22 3.5 ROYALTIES 22 3.6 LEGAL PROCEEDINGS AND SIGNIFICANT ENCUMBRANCES TO THE PROPERTY 22 4 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 23 4.1 TOPOGRAPHY, ELEVATION AND VEGETATION 23 4.2 ACCESS, TOWNS AND REGIONAL INFRASTRUCTURE 23 4.3 CLIMATE 24 4.4 INFRASTRUCTURE AND BULK SERVICE SUPPLIES 24 4.5 PERSONNEL SOURCES 24 5 HISTORY 26 5.1 OWNERSHIP 26 5.1.1 Crown Complex 26 5.1.2 City Deep complex 26 5.1.3 Knight Complex 26 5.1.4 Ergo Complex 26


 
Technical Report Summary of the material Tailings Storage Facilities iv 5.1.5 Marievale Complex 27 5.1.6 Grootvlei Complex 27 5.1.7 5A10/5L27 27 5.1.8 Daggafontein TSF 27 5.2 CONSTRUCTION OF THE TSFS AND SAND DUMPS 27 5.3 PREVIOUS EXPLORATION AND MINE DEVELOPMENT 28 5.3.1 Previous Evaluation Drilling 28 5.3.2 Previous Development 28 6 GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT 30 6.1 REGIONAL GEOLOGY 30 6.2 MINERALIZATION, LOCAL AND PROPERTY GEOLOGY 30 6.3 STRATIGRAPHY AND CROSS-SECTIONS 31 6.4 DEPOSIT TYPE 33 7 EXPLORATION 34 7.1 EXPLORATION 34 7.2 TOPOGRAPHIC SURVEYS 34 7.3 EVALUATION DRILLING 34 7.4 DRILLING METHODOLOGY 34 7.4.1 Auger Drilling 35 7.4.2 Reverse Circulation 36 7.5 CROWN 37 7.6 CITY DEEP 38 7.7 KNIGHTS 39 7.8 ERGO 40 7.8.1 7L15 40 7.8.2 Rooikraal 41 7.9 MARIEVALE 42 7.10 GROOTVLEI COMPLEX 43 7.11 5A10/5L27 46 7.12 DAGGAFONTEIN TSF 47 7.13 LOGGING AND SAMPLING 47 7.13.1 Logging 48 7.13.2 Sampling 48 7.14 SAMPLE RECOVERY 48 7.15 ON-SITE SECURITY MEASURES 48 7.16 COLLAR SURVEY DATA 48 7.17 DENSITY DETERMINATION 49 7.18 HYDROGEOLOGICAL DRILLING AND TEST WORK 51 7.18.1 Crown Complex 51 7.18.2 City Deep Complex 52 7.18.3 Knights Complex 52 7.18.4 Ergo Complex 53 7.18.5 Marievale Complex 53 7.18.6 Grootvlei Complex 54


 
Technical Report Summary of the material Tailings Storage Facilities v 7.18.7 5A10/5L27 55 7.18.8 Daggafontein TSF 55 7.19 GEOTECHNICAL DATA, TESTING AND ANALYSIS 55 8 SAMPLE PREPARATION, ANALYSES AND SECURITY 57 8.1 SAMPLING GOVERNANCE AND QUALITY ASSURANCE 57 8.2 SAMPLE PREPARATION AND ANALYSIS 57 8.2.1 On-site Sample Preparation 57 8.2.2 Laboratories, Sample Preparation and Analyses 58 8.2.3 QP Opinion 59 8.3 ANALYTICAL QUALITY CONTROL 59 8.3.1 Nature and Extent of the Quality Control Procedures 59 8.3.2 Quality Control Results 60 8.3.3 QP Opinion 60 8.4 SAMPLE STORAGE AND SECURITY 60 8.5 DATA STORAGE AND DATABASE MANAGEMENT 61 9 DATA VERIFICATION 62 10 MINERAL PROCESSING AND METALLURGICAL TESTING 63 10.1 NATURE AND EXTENT OF THE METALLURGICAL TESTING METHOD 63 10.2 PROCEDURE 63 10.2.1 Slime Material 63 10.2.2 Sand Material 63 10.3 REPRESENTATIVE OF THE SAMPLES 64 10.4 DETAILS OF THE LABORATORIES 64 10.5 RESULTS 64 10.6 INTERPRETATION OF THE RESULTS 65 10.7 QP OPINION 66 11 MINERAL RESOURCE ESTIMATES 67 11.1 VOLUME MODELLING 68 11.2 BULK DRY DENSITY 68 11.3 EXPLORATORY DATA ANALYSIS 68 11.4 ESTIMATION TECHNIQUES 68 11.5 MODELLING AND ESTIMATION PARAMETERS 69 11.6 MODEL VALIDATION 69 11.7 TECHNICAL AND FINANCIAL PARAMETERS 70 11.8 UNCERTAINTIES AND CLASSIFICATION CRITERIA 72 11.9 CROWN COMPLEX 72 11.9.1 Exploratory Data Analysis 72 11.9.2 Modelling and Estimation Parameters 77 11.9.3 Technical and Economic Factors 78 11.9.4 Mineral Resource Classification Criteria 79 11.9.5 Mineral Resource Statement 80 11.9.6 Mineral Resource Changes 80 11.9.7 Mineral Resource Risks and Uncertainty 80


 
Technical Report Summary of the material Tailings Storage Facilities vi 11.10 CITY DEEP COMPLEX 81 11.10.1 Exploratory Data Analysis 81 11.10.2 Modelling and Estimation Parameters 84 11.10.3 Technical and Economic Factors 85 11.10.4 Mineral Resource Classification Criteria 85 11.10.5 Mineral Resource Statement 86 11.10.6 Mineral Resource Changes 86 11.10.7 Mineral Resource Risks and Uncertainty 86 11.11 KNIGHTS COMPLEX 87 11.11.1 Exploratory Data Analysis 87 11.11.2 Modelling and Estimation Parameters 91 11.11.3 Technical and Economic Factors 92 11.11.4 Mineral Resource Classification Criteria 92 11.11.5 Mineral Resource Statement 93 11.11.6 Mineral Resource Changes 93 11.11.7 Mineral Resource Risks and Uncertainty 93 11.12 ERGO COMPLEX 94 11.12.1 Exploratory Data Analysis 94 11.12.2 Modelling and Estimation Parameters 101 11.12.3 Technical and Economic Factors 101 11.12.4 Mineral Resource Classification Criteria 102 11.12.5 Mineral Resource Statement 103 11.12.6 Mineral Resource Changes 103 11.12.7 Mineral Resource Risks and Uncertainty 103 11.13 MARIEVALE COMPLEX 104 11.13.1 Exploratory Data Analysis 104 11.13.2 Modelling and Estimation Parameters 108 11.13.3 Technical and Economic Factors 108 11.13.4 Mineral Resource Classification Criteria 109 11.13.5 Mineral Resource Statement 109 11.13.6 Mineral Resource Changes 110 11.13.7 Mineral Resource Risks and Uncertainty 111 11.14 GROOTVLEI COMPLEX 111 11.14.1 Exploratory Data Analysis 111 11.14.2 Modelling and Estimation Parameters 115 11.14.3 Technical and Economic Factors 115 11.14.4 Mineral Resource Classification Criteria 116 11.14.5 Mineral Resource Statement 117 11.14.6 Mineral Resource Changes 118 11.14.7 Mineral Resource Risks and Uncertainty 118 11.15 5A10/5L27 SAND DUMPS 118 11.15.1 Exploratory Data Analysis 118 11.15.2 Modelling and Estimation Parameters 119 11.15.3 Technical and Economic Factors 119 11.15.4 Mineral Resource Classification Criteria 120 11.15.5 Mineral Resource Statement 121


 
Technical Report Summary of the material Tailings Storage Facilities vii 11.15.6 Mineral Resource Changes 121 11.15.7 Mineral Resource Risks and Uncertainty 122 11.16 DAGGAFONTEIN TSF 122 11.16.1 Exploratory Data Analysis 122 11.16.2 Modelling and Estimation Parameters 123 11.16.3 Technical and Economic Factors 124 11.16.4 Mineral Resource Classification Criteria 124 11.16.5 Mineral Resource Statement 125 11.16.6 Mineral Resource Changes 126 11.16.7 Mineral Resource Risks and Uncertainty 126 11.17 SUMMARY MINERAL RESOURCE ESTIMATES 127 11.18 QP’S OPINION 130 12 MINERAL RESERVE ESTIMATES 131 12.1 GRADE CONTROL AND RECONCILIATION 131 12.2 CUT-OFF GRADE ESTIMATION 132 12.3 ESTIMATION AND MODELLING TECHNIQUES 132 12.4 MINERAL RESERVE CLASSIFICATION CRITERIA 133 12.5 MINERAL RESERVES STATEMENT 133 12.6 QP STATEMENT ON THE MINERAL RESERVE ESTIMATION 134 13 MINING METHODS 135 13.1 MINING METHOD 135 13.1.1 Hydraulic Mining 136 13.1.2 Conventional Load, Haul and Slurry 139 13.2 MINING SECTIONS 142 13.2.1 West Rand 144 13.2.2 Central Rand Section – City Section 144 13.2.3 East Rand Section 144 13.3 MINE DESIGN AND SCHEDULE 144 13.4 GEOTECHNICAL AND GEOHYDROLOGY 147 13.5 REQUIREMENTS FOR STRIPPING 148 13.6 MINING EQUIPMENT AND PERSONNEL REQUIREMENTS 148 13.7 MINE PLANS 149 13.7.1 Introduction 149 13.7.2 Central Rand 149 13.7.3 East Rand (Ergo) 149 14 PROCESSING AND RECOVERY METHODS 152 14.1 INTRODUCTION 152 14.2 PLANT FEED GRADE AND METALLURGICAL TEST WORK 152 14.3 MINERAL PROCESS AND EQUIPMENT CHARACTERISTICS 155 14.3.1 Reception 155 14.3.2 De-sanding Section 155 14.3.3 Carbon-in-Leach 155 14.3.4 Carbon Treatment 156


 
Technical Report Summary of the material Tailings Storage Facilities viii 14.3.5 Plant Services 156 14.4 PERSONNEL REQUIREMENTS 156 14.5 ENERGY AND WATER REQUIREMENTS 156 14.6 PROCESS MATERIALS REQUIREMENTS 157 15 INFRASTRUCTURE 158 15.1 ROADS 158 15.2 SITE OFFICES AND WORKSHOPS 158 15.3 POWER 158 15.4 PUMPS AND PIPELINES 159 15.5 WATER 160 15.6 INFRASTRUCTURE 160 15.7 TAILINGS DISPOSAL 162 15.8 CONCLUSION 162 16 MARKET STUDIES 163 16.1 MARKETS 163 16.2 GOLD PRICE 163 16.3 EXCHANGE RATE TRENDS 164 16.4 GLOBAL DEMAND 165 16.5 GLOBAL SUPPLY 165 16.6 CONCLUDING COMMENTS 166 17 ENVIRONMENTAL STUDIES 168 17.1 RESULTS OF ENVIRONMENTAL STUDIES 168 17.2 REQUIREMENTS FOR TAILINGS DISPOSAL, SITE MONITORING AND WATER MANAGEMENT 168 17.2.1 Site Monitoring 169 17.2.2 Water Management 169 17.2.3 Vegetation Monitoring 169 17.2.4 Vegetation Maintenance 169 17.2.5 Water Monitoring 170 17.2.6 Legal and Permitting 170 17.3 PLAN NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS 170 17.4 MINE CLOSURE PLANS REMEDIATION PLANS, AND ASSOCIATED COSTS 171 17.5 QP STATEMENT ON THE ENVIRONMENTAL STUDIES, PERMITTING, PLANS, NEGOTIATIONS, WITH LOCAL INDIVIDUALS OR GROUPS 172 18 CAPITAL AND OPERATION COSTS 173 18.1 CAPITAL EXPENDITURE 173 18.1.1 Ergo Section Capital Expenditure 174 18.1.2 QP commentary 175 18.2 OPERATING COSTS 175 19 ECONOMIC ANALYSIS 177 19.1 ECONOMIC ANALYSIS 177 19.2 SENSITIVITY ANALYSIS 179 19.3 RISK ASSESSMENT 179


 
Technical Report Summary of the material Tailings Storage Facilities ix 19.3.1 Limited Tailings Storage Capacity 179 19.3.2 Country Risk 180 19.3.3 Security Issues 180 19.3.4 Eskom Electricity Supply 180 19.3.5 Climate Change Impact 180 19.3.6 Threat to Social and Operating Licenses or other permits 181 19.3.7 Social-political Instability and Social Unrest 181 19.3.8 Complexity of Legal/Regulatory Compliance 181 19.3.9 Capital Projects Progress Risk 182 19.3.10 Supply Chain Risk 182 19.3.11 Depletion of Ergo Mining’s Mineral Reserves 182 20 ADJACENT PROPERTIES 182 21 OTHER RELEVANT DATA AND INFORMATION 182 22 INTERPRETATION AND CONCLUSIONS 184 23 RECOMMENDATIONS 184 24 REFERENCES 185 25 RELIANCE ON INFORMATION PROVIDED BY REGISTRANT 185 26 QUALIFIED PERSONS DISCLOSURE CONSENT 186


 
Technical Report Summary of the material Tailings Storage Facilities x Figure 3.1: Location of the Material TSFs and Infrastructure (the material properties of Ergo) ....................................................................................................................... 18 Figure 3.2: Location of the Material Properties in Relation to the Smaller TSFs and Clean-up Operations................................................................................................. 19 Figure 6.1: A Typical Stratigraphy for Ergo’s TSFs .................................................................. 32 Figure 6.2: Grootvlei Complex (6L17) Map showing Location of Cross-section ............. 32 Figure 6.3: Cross-section of the Grootvlei Complex (6L17) .................................................. 33 Figure 7.1: Crown Complex: Map showing drill hole Locations .......................................... 37 Figure 7.2: City Deep Complex: Map showing Drill Hole Locations ................................... 38 Figure 7.3: Knights Complex - 4L14: Map showing Drill Hole Locations .............................. 39 Figure 7.4: Ergo Complex - 7L15: Map showing Drill Hole Locations ................................... 40 Figure 7.5: Ergo Complex - Rooikraal: Map showing Drill Hole Locations ........................... 41 Figure 7.6: Marievale Complex: Map showing Drill Hole Locations .................................... 42 Figure 7.7: Grootvlei Complex - 6L16: Map showing Drill Hole Locations ........................... 43 Figure 7.8: Grootvlei Complex - 6L17: Map showing Drill Hole Locations ........................... 44 Figure 7.9: Grootvlei Complex - 6L17A: Map showing Drill Hole Locations ........................ 45 Figure 7.10: 5A10/5L27: Map showing Drill Hole Locations ................................................. 46 Figure 7.11: Daggafontein Complex - Daggafontein TSF: Map showing Drill Hole Locations .................................................................................................................... 47 Figure 8.1: Cone and Quartering Method ............................................................................ 57 Figure 11.1: 3L7 (Mooifontein): Distribution of Raw Gold Capped Data .......................... 73 Figure 11.2: 3L7 (Mooifontein): Distribution of Composited Gold Data ............................ 74 Figure 11.3: 3L8 (GMTS): Distribution of Raw Gold Capped Data ..................................... 74 Figure 11.4: 3L8 (GMTS): Distribution of Composited Gold Data ....................................... 75 Figure 11.5: 3L5 (Diepkloof: Diepkloof): Distribution of Raw Gold Capped Data ............ 75 Figure 11.6: 3L5 (Diepkloof: Diepkloof): Distribution of Composited Gold Data ............... 76 Figure 11.7: 3L5 (Diepkloof: Homestead): Distribution of Raw Gold Capped Data ......... 76 Figure 11.8: 3L5 (Diepkloof: Homestead): Distribution of Composited Gold Data ........... 77 Figure 11.9: 4L3: Distribution of Raw Gold Capped Data .................................................. 81 Figure 11.10: 4L3: Distribution of Composited Gold Data..................................................... 82 Figure 11.11: 4L4: Distribution of Raw Gold Capped Data .................................................. 82 Figure 11.12: 4L4: Distribution of Composited Gold Data..................................................... 83 Figure 11.13: 4L6: Distribution of Raw Gold Capped Data ......................................................... 83 Figure 11.14: 4L6: Distribution of Composited Gold Data..................................................... 84


 
Technical Report Summary of the material Tailings Storage Facilities xi Figure 11.15: 4L14: Distribution of Slime Raw Data ................................................................ 87 Figure 11.16: 4L14: Log Distribution of Slime Raw Data ......................................................... 88 Figure 11.17: 4L14: Distribution of Slime 6m Composited Data ............................................ 88 Figure 11.18: 4L14: Log Distribution of Slime 6m Composited Data ..................................... 89 Figure 11.19: 4L14: Distribution of Soil Raw Data ................................................................... 89 Figure 11.20: 4L14: Log Distribution of Soil Raw Data ............................................................ 90 Figure 11.21: 4L14: Distribution of Soil Raw Capped Data.................................................... 90 Figure 11.22: 4L14: Log Distribution of Soil Raw Capped Data ............................................ 91 Figure 11.23: Rooikraal: Distribution of Raw Gold Data ........................................................ 94 Figure 11.24: Rooikraal: Log Distribution of Composited Gold Data ................................... 95 Figure 11.25: 7L15: Plan showing North and South Domains ................................................ 96 Figure 11.26: 7L15: Distribution of 2015 Raw Data - North Domain ...................................... 97 Figure 11.27: 7L15: Log Distribution of 2016 Raw Data - North Domain ............................... 97 Figure 11.28: 7L15: Distribution of 2015 Raw Data - South Domain ...................................... 98 Figure 11.29: 7L15: Log Distribution of 2016 Raw Data - South Domain............................... 98 Figure 11.30: 7L15: Distribution of 3m Composited Slime Data - South Domain ................. 99 Figure 11.31: 7L15: Log Distribution of 3m Composited Slime Data - South Domain .......... 99 Figure 11.32: 7L15: Distribution of 3m Composited Slime Data - North Domain ............... 100 Figure 11.33: 7L15: Log Distribution of 3m Composited Slime Data - North Domain ........ 100 Figure 11.34: 7L4: Distribution of Capped Raw Gold Data ............................................... 104 Figure 11.35: Distribution of Composited Raw Gold Data ................................................. 105 Figure 11.36: 7L5: Distribution of Raw Gold Data ................................................................ 105 Figure 11.37: 7L5: Distribution of Composited Gold Data................................................... 106 Figure 11.38: 7L6: Distribution of Raw Gold Data ................................................................ 106 Figure 11.39: 7L6: Distribution of Composited Gold Data................................................... 107 Figure 11.40: 7L7: Distribution of Raw Capped Gold Data ................................................ 107 Figure 11.41: 7L7: Distribution of Composited Capped Gold Data ................................... 108 Figure 11.42: 6L16: Distribution of Raw Capped Gold Data .............................................. 112 Figure 11.43: 6L16: Distribution of Composited Gold Data ................................................. 112 Figure 11.44: 6L17: Distribution of Raw Capped Gold Data .............................................. 113 Figure 11.45: 6L17: Distribution of Composited Gold Data ................................................. 113 Figure 11.46: 6L17A: Distribution of Raw Capped Gold Data ........................................... 114 Figure 11.47: 6L17A: Distribution of Composited Gold Data ............................................. 114


 
Technical Report Summary of the material Tailings Storage Facilities xii Figure 11.48: 5A10/5l27: Distribution of Raw Gold Data ..................................................... 118 Figure 11.49: 5A10/5l27: Distribution of Composited Gold Data ....................................... 119 Figure 11.50: Boxplots for the Different Drilling Campaigns ................................................ 122 Figure 11.51: Log Probability Plot .......................................................................................... 123 Figure 11.52: Mineral Resource Classification...................................................................... 125 Figure 11.53: Mineral Resource Reconciliation (Inclusive) ................................................. 130 Figure 11.54: Total Mineral Resource Reconciliation (Inclusive) ............................................ 130 Figure 13.1: Typical Tailing Storage Facility ........................................................................ 136 Figure 13.2: Example of Hydraulic Mining .......................................................................... 137 Figure 13.3: Hydraulic Mining Process Diagram ................................................................ 138 Figure 13.4: Typical Mining Method for a TSF ..................................................................... 139 Figure 13.5: Example of Loading with a FEL ....................................................................... 140 Figure 13.6: Example of Loading with a FEL into a Hopper .............................................. 140 Figure 13.7: Example of Material on Conveyor ................................................................. 141 Figure 13.8: Slurry Point for Loading .................................................................................... 141 Figure 13.9: Ergo Sections .................................................................................................... 143 Figure 13.10: Hydraulic Mining with Monitor showing Distance and Angle ...................... 148 Figure 13.11: Daggafontein TSF Top Cut Mining Sequence ............................................... 150 Figure 13.12: Daggafontein TSF Middle Cut Mining Sequence ......................................... 150 Figure 13.13: Daggafontein TSF Bottom Cut Mining Sequence ......................................... 151 Figure 14.1: Process Flow Diagram ..................................................................................... 154 Figure 15.1: Above Ground Pipeline System ..................................................................... 159 Figure 15.2: Rooikraal General Arrangement - Site Layout .............................................. 161 Figure 16.1: Gold Price Historical Trendline ........................................................................ 164 Figure 16.2: Exchange Rate Trendline ................................................................................ 164 Figure 16.3: Global Gold Demand from 2013 to 2022 ...................................................... 165 Figure 16.4: Global Gold Supply from 2013 to 2022 .......................................................... 166 Figure 19.1: Global Gold Supply from 2013 to 2022 .......................................................... 179


 
Technical Report Summary of the material Tailings Storage Facilities xiii Table 1.1: Ergo’s Mineral Resource Statement as at 30 June 2023 (Inclusive) ......................... 5 Table 1.2: Ergo’s Mineral Resource Statement as at 30 June 2023 (Exclusive) ........................ 6 Table 1.3: Ergo’s Mineral Reserve Statement as at 30 June 2023 ............................................. 6 Table 2.1: List of QPs and their Responsibilities .......................................................................... 12 Table 2.2: List of Abbreviations ................................................................................................... 13 Table 3.1: Footprint Areas of the Material TSFs.......................................................................... 17 Table 3.2: Mineral Rights Information as at 30 June 2023 ........................................................ 21 Table 3.3: Land Tenure Information ........................................................................................... 21 Table 5.1: History and Status of the TSFs and Sand Dump ....................................................... 28 Table 5.2: Ergo Production History ............................................................................................. 29 Table 6.1: Origin of the TSF and Sand Dump Material ............................................................. 31 Table 7.1: Survey Details of the TSFs and Sand Dumps ............................................................ 35 Table 7.2: Bulk Density Information and Statistics ..................................................................... 50 Table 7.3: GMTS (3L8) Moisture Content ................................................................................... 51 Table 7.4: Diepkloof (3L5) Moisture Content ............................................................................. 51 Table 7.5: Mooifontein (3L7) Moisture Content ......................................................................... 51 Table 7.6: 4L3 Moisture Content ................................................................................................. 52 Table 7.7: 4L4 Moisture Content ................................................................................................. 52 Table 7.8: 4L6 Moisture Content ................................................................................................. 52 Table 7.9: 4L14 Moisture Content ............................................................................................... 52 Table 7.10: Rooikraal Moisture Content ..................................................................................... 53 Table 7.11: 7L15 Moisture Content ............................................................................................. 53 Table 7.12: 7L4: Moisture Content .............................................................................................. 53 Table 7.13: 7L5: Moisture Content .............................................................................................. 53 Table 7.14: 7L6: Moisture Content .............................................................................................. 54 Table 7.15: 7L7: Moisture Content .............................................................................................. 54 Table 7.16: 6L16 Moisture Content ............................................................................................. 54 Table 7.17: 6L17 Moisture Content ............................................................................................. 54 Table 7.18: 6L17A Moisture Content .......................................................................................... 55 Table 7.19: 5A10/5L27 Moisture Content ................................................................................... 55 Table 7.20: Daggafontein Moisture Content ............................................................................ 55 Table 8.1: Laboratories Used ...................................................................................................... 58 Table 10.1: Summary of Predicted Ergo Processing Plant Performance ................................ 65


 
Technical Report Summary of the material Tailings Storage Facilities xiv Table 11.1: Financial and Technical Data considered for Mineral Resource ........................ 70 Table 11.2: Mineral Resource Estimate Cut-off Grades ............................................................ 71 Table 11.3: Search Parameters: Inverse Distance Estimation Method .................................... 77 Table 11.4: Confidence Levels for Key Criteria for Mineral Resource Classification .............. 79 Table 11.5: Crown Complex Mineral Resource Estimate (Exclusive) ....................................... 80 Table 11.6: Search Parameters: Inverse Distance Estimation Method .................................... 84 Table 11.7: Confidence Levels of Key Criteria for Classification of the TSFs Mineral Resources ................................................................................................................... 85 Table 11.8: City Deep Complex Mineral Resource Estimates (Inclusive) ................................ 86 Table 11.9: City Deep Complex Mineral Resource Estimates (Exclusive) ............................... 86 Table 11.10: 4L14: Search Parameters: Inverse Distance Estimation Method .................... 91 Table 11.11: Confidence Levels of Key Criteria for Classification of the 4L14 TSF Mineral Resources ................................................................................................................... 92 Table 11.12: Knights Complex Mineral Resource Estimates (Inclusive) ................................... 93 Table 11.13: Knights Complex Mineral Resource Estimates (Exclusive) ................................... 93 Table 11.14: Rooikraal: Search Parameters: Inverse Distance Estimation Method .............. 101 Table 11.15: 7L15: Search Parameters: Inverse Distance Estimation Method ...................... 101 Table 11.16: Ergo: Confidence Levels for Key Criteria for Mineral Resource Classification ................................................................................................................................... 102 Table 11.17: Ergo Mineral Resource Estimates (Inclusive) ...................................................... 103 Table 11.18: Ergo Mineral Resource Estimates (Exclusive) ..................................................... 103 Table 11.19: Search Parameters: Inverse Distance Estimation Method ................................ 108 Table 11.20: Confidence Levels for Key Criteria for Mineral Resource Classification .......... 109 Table 11.21: Marievale Mineral Resource Estimates (Inclusive) ............................................. 110 Table 11.22: Marievale Resource Estimates (Exclusive) .......................................................... 110 Table 11.23: Search Parameters: Inverse Distance Estimation Method ................................ 115 Table 11.24: Confidence Levels for Key Criteria for Mineral Resource Classification .......... 116 Table 11.25: Grootvlei Complex Mineral Resource Estimates (Exclusive) ............................. 117 Table 11.26: Search Parameters: Inverse Distance Estimation Method ................................ 119 Table 11.27: Confidence Levels for Key Criteria for Mineral Resource Classification .......... 120 Table 11.28: 5A10/5L27 Mineral Resource Estimates (Inclusive) ............................................ 121 Table 11.29: 5A10/5L27 Mineral Resource Estimates (Exclusive) ............................................ 121 Table 11.30: Search Parameters: Inverse Distance Estimation Method ................................ 124 Table 11.31: Confidence Levels for Key Criteria for Mineral Resource Classification .......... 124


 
Technical Report Summary of the material Tailings Storage Facilities xv Table 11.32: Daggafontein TSF Mineral Resource Estimate (Inclusive) ................................. 125 Table 11.33: Daggafontein TSF Mineral Resource Estimate (Exclusive) ................................ 126 Table 11.34: Inclusive Mineral Resources of the 18 Material Properties as at 30 June 2023 ................................................................................................................................... 127 Table 11.35: Exclusive Mineral Resources of the 18 Material Properties as at 30 June 2023 ........................................................................................................................... 128 Table 11.36: Ergo Inclusive Mineral Resources Statement as at 30 June 2023 ..................... 129 Table 11.37: Ergo Exclusive Mineral Resources Statement as at 30 June 2023 .................... 129 Table 12.1: Reconciliation of RoM Head Grade (Au) ............................................................ 131 Table 12.2: Reconciliation of RoM Tonnage ........................................................................... 131 Table 12.3: LoM Cut-off Grade and Mineral Reserve Grades ............................................... 132 Table 12.4: Ergo TSF Mineral Reserves Statement as at 30 June 2023 ................................... 133 Table 12.5: Mineral Reserve Reconciliation............................................................................. 134 Table 13.1: Historical Ergo Operational Results ....................................................................... 135 Table 13.2: Central Rand (City Section) .................................................................................. 144 Table 13.3: Central Rand (Knights Section) ............................................................................. 144 Table 13.4: East Rand Section (Ergo Section) ......................................................................... 144 Table 13.5: Summary of Modifying Factors for LoM Plan ....................................................... 145 Table 13.6: Ergo Forecast Production from July 2023 to June 2042 ...................................... 146 Table 14.1: Ergo Process Recoveries ........................................................................................ 155 Table 16.1: Above Ground Gold Stocks in 2023 ..................................................................... 163 Table 16.2: Long Term Consensus Forecasts in Nominal Terms .............................................. 165 Table 16.3: Global Gold Production ........................................................................................ 166 Table 17.1: Ergo Water Consumption ...................................................................................... 170 Table 17.2: SLP Financial Provision Summary ........................................................................... 171 Table 17.3: Ergo Rehabilitation Financial Provision Summary ................................................ 172 Table 18.1: Capital Expenditure Summary .............................................................................. 174 Table 18.2: Ergo Capital Expenditure Estimate ....................................................................... 174 Table 18.3: City Total Capital Expenditure Summary ............................................................. 174 Table 18.4: Average LoM Operating Cost for Ergo ................................................................ 175 Table 19.1: Economic Analysis ................................................................................................. 178 Table 26.1: Qualified Person’s Details ...................................................................................... 186


 
Technical Report Summary of the Material Tailings Storage Facilities 1 1 Executive Summary 1.1 Introduction Ergo Mining (Proprietary) Limited (Ergo) is a wholly owned subsidiary of DRDGOLD Limited (DRDGOLD). DRDGOLD is domiciled in South Africa and listed on the Johannesburg Stock Exchange (JSE: DRD) and the New York Stock Exchange (NYSE: DRD). DRDGOLD, a South African-based gold mining company, has a 100% share in Ergo. DRDGOLD is a Tailings Storage Facilities (TSFs) retreatment company. The TSFs Mineral Resource and Mineral Reserve estimates declared in this Technical Report Summary (this Report) are 100% attributable to DRDGOLD. The TSFs covered are Crown, City Deep, Knights, Ergo, Marievale and Grootvlei Complexes, 5A10/5L27 sand dump and Daggafontein TSF. The Mineral Resource and Mineral Reserve estimates contained in this Technical Report Summary were compiled and reported by the independent Qualified Persons (QPs) for DRDGOLD in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K (Title 17, Part 229, Items 601(b)(96) and 1300 through 1305 of the Code of Federal Regulations) promulgated by the Securities and Exchange Commission (SEC). This document is the second submission of a Technical Report Summary under Regulations S-K. During the current financial year, DRDGOLD made a decision to build future tailings storage facilities with a synthetic water containment for ground water protection. This led to revisions in the capital estimates used to examine the viability of the estimated Mineral Reserves. This Technical Report Summary is based on information available until 30 June 2023. There were no material changes between the effective and reporting dates. 1.2 Property Description Ergo is reclaiming TSFs and sand dumps in the City of Johannesburg and the City of Ekurhuleni, Gauteng, South Africa. The Crown and City Deep Complexes are located in the City of Johannesburg, while all other TSFs are in the City of Ekurhuleni. The TSFs covered in the report are from the Crown, City Deep, Knights, Ergo, Marievale and Grootvlei Complexes, 5A10/5L27 sand dump and Daggafontein TSF. Ergo identified a total of 17 TSFs and one sand dump to be material properties. 1.3 Mineral Rights and Ownership Ergo’s Mineral title associated to its Mineral Resources include ownership through common law, contractual arrangements, Prospecting Rights, and various Mining Rights and/or Prospecting Rights issued in terms of the provisions of the Mineral and Petroleum Resources Development Act, 2002 (Act No. 28 of 2002) (MPRDA) as well as required Environmental Permitting. Ergo has applied to renew and consolidate all their Mining Rights into a single Mining Right; this application is receiving attention from the Department of Mineral Resources and Energy (DMRE). Renewal applications have been submitted to the DMRE for each expired Mining Right. Ergo has applied to extend the consolidated Mining Right for 30 years, which is the maximum allowable renewal period as detailed in the MPRDA.


 
Technical Report Summary of the Material Tailings Storage Facilities 2 This report has considered section 24(5) of the MPRDA, as amended: “A mining right in respect of which an application for renewal has been lodged shall despite its expiry date remain in force until such time as such application has been granted or refused.” The same applies to the Prospecting Rights through section 18(5) of the MPRDA. 1.4 Geology and Mineralization The TSFs are man-made features comprising materials that have been processed through metallurgical plants that generate residue (tailings), which are relatively uniform in comparison with the natural deposit from which the material is derived. The variation between grades is small as the process residue TSFs were constructed in layers. Grade variation primarily follows variations in the processing and, to a lesser extent, the primary deposit’s characteristic. The TSFs are the waste product of the mineral recovery process. They took the form of a liquid slurry made of fine mineral particles - created when mined ore was crushed, milled and processed. The tailings were pumped to TSFs which were constructed using the Upstream Deposition Methodology. Water contained within the slurry was removed via various drainage systems and then re-used in the process whilst the TSF was in operation. Once a TSF is decommissioned and declared dormant, water is still drained and recovered but evaporation and seepage are the main reasons for water loss. Rehabilitation of the side slopes and top surface of the TSF, by way of vegetation and irrigation, was previously only implemented once the TSF was declared dormant. 1.5 Evaluation Drilling and Sampling A qualified surveyor surveyed evaluation drill hole positions. Holes were drilled into the TSFs and samples were taken at 1.5m intervals to determine grade distributions. The number of samples (at 1.5 m intervals), correlated with surveying data, provided the height of the TSF and tonnage based on a bulk solid’s density of 1.42t/m3. The typical exploration programs (geophysics, trenching, mapping, and soil sampling) were not undertaken on the TSFs. Evaluation drilling programs were conducted on the TSFs and sand dumps. No exploration is required to locate TSFs, as their locations are known and established above natural ground level. Two drilling techniques were followed by specialized drilling contractors on the TSFs. The Reverse Circulation (RC) method was used where auger drilling techniques could not drill to the base of the TSFs, mainly due to the drill hole length and moisture content of the TSFs towards their bases. With auger drilling, the rotation of a helical screw causes the blade of the screw to lift the sample to the surface. This drilling method does not require heavy machinery to drill to the desired depth. The auger method can be used for shallow environmental drilling, geotechnical drilling, soil engineering and mineral deposits where the formation is soft and the hole does not collapse. This is done by pressing the spiral rods into the ground using a drilling head machine, which can drill up to a depth of approximately 55m. Samples were collected through the spiral at 1.5m intervals, and the spiral was cleaned with water and brushed after every run.


 
Technical Report Summary of the Material Tailings Storage Facilities 3 The RC drilling technique was chosen in preference to auger drilling in certain locations because RC drilling could drill deeper than auger drilling. In addition, because of its higher power, RC can drill through wet material and has better recovery percentages than auger drilling, which loses wet samples through its spiral. The RVN Group (Proprietary) Limited (The RVN Group) monitored the drilling and sampling process. The methods were to an acceptable industry standard, and the results were considered appropriate for further evaluation. Logging was carried out as per the Ergo protocols and the QP considered it appropriate for the deposit under consideration. Drill holes were logged on-site by the RVN Geologist. Samples of 1.5m length intervals were taken for the entire length of the drill holes. Samples were classified, based on visual inspection, according to whether they were slimes or soil, moist or wet and on color. All drill hole data was provided to Ergo in electronic and hardcopy formats as drill hole logs, sample logs and assay certificates. 1.6 Sample Preparation As the samples were moist to wet, all samples were split on-site using the cone and quartering method. One set was prepared for routine exploration analysis for use in the Mineral Resource estimation and the other set for metallurgical process test work. All the samples were presented to the laboratory in a well- organized and sorted manner with easily understandable documentation, including fully completed Sample Submission Forms. The samples were sent to the following three laboratories for further preparation and assaying: • MAED Metallurgical Laboratories (Proprietary) Limited (MAED) is located at Ergo’s processing plant in Brakpan. The facility is not accredited; however is used by Ergo for its grade control and daily sampling. Although MAED is not owned by Ergo, it is situated in the Ergo processing plant and was supplied with all routine exploration samples. • SGS South Africa (Proprietary) Limited (SGS) is located in Randfontein. SGS is an accredited facility (T0265) by the South African National Accreditation System (SANAS) for the selected analytical method. Randomly selected check samples (approximately 10% of total samples per TSF) from MAED were sent to SGS for confirmation. SGS is independent of Ergo; and • AngloGold Ashanti Limited Chemical Laboratory (Anglo Lab), located in Carletonville, analyzed some check samples for 7L15 TSF in 2016/2017 as a secondary laboratory to MAED. The laboratory no longer exists and was not SANAS accredited. The laboratory was independent of Ergo. The slime material has been previously processed and sample preparation only requires weighing, drying, screening, splitting, and milling before assaying. Screening removes potentially carbonaceous and other oversized materials to represent the material to be processed through the metallurgical plant. 1.7 Assays The laboratories weighed the samples on receipt before dry screening to remove foreign material. The samples were then dried at 105˚C, crushed (80% passing 2mm), before being riffle split and pulverized to 75µm. The samples were then analyzed to determine the gold content by fire assay with gravimetric finish by MAED and Atomic Absorption Spectroscopy (AAS) finish by SGS. The lower detection limit for these methods is 0.01g/t, with no upper detection limit for the gravimetric method and a 10g/t upper


 
Technical Report Summary of the Material Tailings Storage Facilities 4 limit for AAS. The lower limit is relevant to the current project as the TSFs and sand dumps consist of processed materials and are generally low-grade, with grades slightly higher than 10 to 20 times the detection limit. The laboratories were instructed to use a 100g aliquot to analyze for gold. Through the experience of the QPs, it is known that analyzing gold in low-grade slimes, anything less than a 100g aliquot may report inaccurate results. 1.8 Quality Assurance and Quality Control The laboratories used in analyzing the samples have robust internal quality control checks. They routinely insert reference material (standards and blanks) and create duplicates to internally check the accuracy and precision of their assaying techniques. A batch is re-assayed if the quality control samples do not perform as expected. The results of the quality control checks were provided with the sample assays and were all found to be acceptable by the QP. The RVN Group inserted certified quality control samples as an additional check for contamination, precision and accuracy. The RVN Group quality control samples results were satisfactory as they generally reported values within the expected ranges. 1.9 Metallurgical Sampling and Testing The TSFs were portioned into logical sections for metallurgical testing based either on area, shape or elevation. The selected intervals for compositing into the metallurgical test work samples were taken at different elevations within the TSF to provide sufficient material for the test work. The “as received” material was blended and divided into 2kg portions using cone and quarter splitting. Leaching of “as received” material was done using the following parameters, which simulates the existing Ergo leach plant: • pH = or > 10.5; • precondition with lime for 1 hour or more to maintain pH at a minimum of 10.5; • Carbon-in-Leach (CIL) with 20g/l carbon; • NaCN addition 0,35kg/t; • No oxygen is added in the form of hydrogen peroxide/buddled air. It is assumed that because the bottles are unsealed, the solution will be aerated adequately; • Leach time of seven hours; • all samples (washed solids, carbon, solution) are submitted to MAED for gold analysis and • Titrations are done to determine the free cyanide and lime in the solution after the seven-hour leach. This is to determine the lime and cyanide consumption. The metallurgical test work confirms that the material tested can be processed via the current Ergo metallurgical plant process to recover residual gold from the TSFs assessed. Predicted recoveries from the TSFs tested vary between 30% and 60% and are dependent on head grade and the nature of the material. These values are typical for gold TSF processing.


 
Technical Report Summary of the Material Tailings Storage Facilities 5 1.10 Mineral Resource Estimate The Mineral Resource Estimates for the TSFs and sand dumps were adjusted for depletion as at 30 June 2023. The Mineral Resource estimate for all the TSFs and sand dumps are declared as follows: • the point of reference is in situ for all TSFs and sand dumps. The TSFs or sand dumps themselves are the reference points; • no geological or other losses were applied as all material is accessible and there are no geological structures. • the Mineral Resource Estimates are stated as both inclusive and exclusive of Mineral Reserves as defined in Subpart 1300 of Regulation S-K; and • Mineral Resource is 100% attributable to DRDGOLD. • Mineral Resources are not Mineral Reserves as they have not demonstrated economic viability. The total Mineral Resource Estimate for Ergo is presented in Table 1.1 to Table 1.2. The changes in the Mineral Resource from June 2022 to June 2023 are due to the depletion of 15.98Mt at 0.34g/t Au and a positive survey adjustment of 4.75Mt at 0.33g/t Au. The depletion includes the mining of Mineral Resources that were not included in the LoM plan, i.e., the mining of Mineral Resources not converted into Mineral Reserves. Table 1.1: Ergo’s Mineral Resource Statement as at 30 June 2023 (Inclusive) Mineral Resource Classification Mineral Resource as at 30 June 2022 (Inclusive) Mineral Resource as at 30 June 2023 (Inclusive) Tonnes (Mt) Au (g/t) Contents (Moz) Tonnes (Mt) Au (g/t) Contents (Moz) Measured Mineral Resource 266.25 0.31 2.64 251.75 0.30 2.41 Indicated Mineral Resource 568.21 0.25 4.55 571.47 0.25 4.65 Sub-total Measured and Indicated Mineral Resource 834.45 0.27 7.19 823.22 0.27 7.07 Inferred Mineral Resource 21.32 0.24 0.16 21.32 0.24 0.16 Notes: 1. Tonnes and grades were rounded and this may result in minor discrepancies. 2. Mineral Resources are reported inclusive of Mineral Reserves. 3. Mineral Resources have been reported in accordance with the classification criteria of Subpart 1300 of Regulation S-K. 4. Mineral Resources were estimated using the $1 934/oz, R17.39 and R1 081 261/kg financial parameters and recoveries in Table 11.2.


 
Technical Report Summary of the Material Tailings Storage Facilities 6 Table 1.2: Ergo’s Mineral Resource Statement as at 30 June 2023 (Exclusive) Mineral Resource Classification Mineral Resource as at 30 June 2022 (Exclusive) Mineral Resource as at 30 June 2023 (Exclusive) Tonnes (Mt) Au (g/t) Contents (Moz) Tonnes (Mt) Au (g/t) Contents (Moz) Measured Mineral Resource 66.04 0.26 0.55 66.45 0.26 0.56 Indicated Mineral Resource 375.41 0.25 3.06 375.30 0.25 3.06 Total Measured and Indicated Mineral Resource 441.45 0.25 3.61 441.75 0.25 3.61 Inferred Mineral Resource 21.32 0.24 0.16 21.32 0.24 0.16 Notes: 1. Tonnes and grades were rounded and this may result in minor discrepancies. 2. Mineral Resources are reported exclusive of Mineral Reserves. 3. Mineral Resources have been reported in accordance with the classification criteria of Subpart 1300 of Regulation S-K. 4. Mineral Resources were estimated using the $1 934/oz, R17.39 and R1 081 261/kg financial parameters and recoveries in Table 11.2. 1.11 Mineral Reserve Estimate The total Mineral Reserve estimate for Ergo is presented in Table 1.3. The changes in the Mineral Reserve from 30 June 2022 to 30 June 2023 are due to the depletion of 15.05Mt at 0.33g/t Au and a survey adjustment of 3.50Mt at 0.30g/t Au. Table 1.3: Ergo’s Mineral Reserve Statement as at 30 June 2023 Mineral Reserve Classification Mineral Reserve as at 30 June 2022 Mineral Reserve as at 30 June 2023 Tonnes (Mt) Au (g/t) Contents (Moz) Tonne (Mt) Au (g/t) Contents (Moz) Proven Mineral Reserve 200.21 0.33 2.09 185.29 0.31 1.85 Probable Mineral Reserve 192.79 0.24 1.49 196.17 0.25 1.60 Total Mineral Reserves 393.00 0.28 3.58 381.46 0.28 3.45 Notes: 1. Tonnes and grades were rounded and this may result in minor adding discrepancies. 2. Mineral Reserve has been reported in accordance with the classification criteria of Subpart 1300 of Regulation S-K. 3. Mineral Reserve is estimated using the $1 934/oz, R17.39 and R1 081 261/kg financial parameters. 4. The LoM plan cut-off grade of 0.23g/t has been applied. 5. No mining losses or dilution has been applied in the conversion process nor has a mine call factor been applied. 6. Tonnes and grade Run-of-Mine (RoM) as delivered to the plant. 7. Attributable Mineral Reserve is 100% of the total Mineral Reserve.


 
Technical Report Summary of the Material Tailings Storage Facilities 7 The various modifying factors, i.e., mining, metallurgical, processing, infrastructure, economic, marketing, legal, environmental, social, and governmental factors, are discussed in this report. The 30 June 2023 Life-of-Mine (LoM) plan was developed for the Ergo operations and is based on the Mineral Resource Estimate as at 30 June 2023 together with a set of modifying factors based on recent historical results and economic inputs provided by Ergo. The assumptions applied in determining the modifying factors and economic inputs are reasonable and appropriate. The LoM plan is sufficiently detailed to ensure achievability and is based on historical achievements. All the inputs used in the estimation of the Mineral Reserve have been thoroughly reviewed and can be considered technically robust. The current mining methods applied by Ergo are suitable for all TSFs. No selective mining will occur with the entire TSF being processed (including Inferred Mineral Resources). The Ergo processing plant targets a Run-of-Mine (RoM) throughput up to 1.8Mtpm. The City Deep plant has been reconfigured to operate as a milling and pumping station to feed the Ergo processing plant via a 50km pipeline. The City Deep plant processes material from mining areas of the Central Rand areas of Johannesburg and is scheduled to close in 2027. Mining areas of Germiston, and some areas of Boksburg are treated via the Knights plant, with mining operations scheduled to close in June 2024. An average processing plant recovery of 41% has been estimated over the 19-year LoM. The recoveries are based on metallurgical test work for the various TSFs, slimes and silted wetland areas that are scheduled to be mined over the 19-year LoM plan. The QP is of the opinion that all significant infrastructure and logistical requirements have been considered and costed. It is notable that Ergo has been operating for more than 20 years and has a very good understanding of infrastructural and logistical requirements. A gold price of ZAR1,081,261/kg is used to support the 30 June 2023 Mineral Resource and Mineral Reserve statements. A gold price of USD1,934/oz and an exchange rate of ZAR17.39:1USD was used in the estimation process. The gold price and exchange rates were considered reasonable by the QPs to support the Mineral Resource and Mineral Reserve estimates as at 30 June 2023. Mining Rights, Environmental Approvals and Prospecting Rights held are listed under the Ergo subsidiary. Ergo’s Environmental Management Plans (EMPs) encompass all the activities of Ergo’s operations and assess the environmental impacts of mining at reclamation sites, processing plants, TSFs and sand dumps. It also outlines the closure process, including financial provisions. There is a competing title claim to the Grootvlei Complex, as detailed in Item 3.6. On other TSFs, there are no legal challenges to Ergo’s title at the date of the filing of this report that would prevent operations of any of the current mineral rights or mining operations. A closure cost of ZAR706 million has been estimated as at 30 June 2023 for the Ergo operations. The QP is satisfied that funding for rehabilitation and mine closure is adequate. The QP is satisfied that all material issues relating to Environmental, Social and Governance have been addressed in this document. A total capital cost of ZAR5.106 billion is scheduled to support the 19-LoM plan, as depicted. The breakdown of capital expenditure indicates that the majority of the capital, ZAR5.019 billion, is allocated to the Ergo operation over the duration of the LoM plan with an additional ZAR87.7 million allocated for the City Deep Complex. As the mining at the Knights section is scheduled to be completed in FY2025


 
Technical Report Summary of the Material Tailings Storage Facilities 8 there is no allocation of capital. The level of accuracy for the capital expenditure is at least to a preliminary feasibility study (PFS) level (i.e., +/-25%) with a maximum level of contingency of 15%. The planned average operating cost for the Ergo budget over the 19-year operations is estimated at a PFS level of accuracy (i.e., +/-25%) and a total working cost of ZAR101.99/t. The 30 June 2023 19-year LoM plan, which is the basis of the Mineral Reserve estimate, is scheduled to mine a total of 396.102Mt at 0.28g/t and produce 48,391kg of gold over the same period. The LoM plan includes 14.6Mt of material not included in the Mineral Reserve. The economic analysis is based on a LoM plan that is designed to a PFS level of accuracy (i.e., +/-25%). The economic analysis conducted by the QP indicates a net present value (NPV) of ZAR2.313 billion after capital expenditure and tax utilizing a discount rate of 10.96%. As the Ergo operations are an on-going operation with an annual positive cashflow, the internal rate of return (IRR) and payback period are not applicable. The sensitivity analysis indicates that the Ergo operations are very sensitive to revenue parameters such as gold price, exchange rate, grade, and recovery. In addition, the LoM is also very sensitive to changes in operating costs. The sensitivity analysis indicates that the LoM is not overly sensitive to capital and therefore, capital expenditure should be considered if the expenditure will reduce operating costs or increase revenue. The sensitivity analysis indicates that the achievement of the LoM Plan in terms of tonnage is critical in realizing the planned operating costs and being able to mine the individual TSFs at the planned cut-off grade. 1.12 Permitting Requirements Ergo is one of only a few surface operators that hold Mining Rights under the MPRDA over a large portion of its reserves. The provisions of the MPRDA, and the definition of ‘mineral’ had inadvertently created a gap in the Act placing the ‘minerals’ in certain TSFs beyond the regulatory reach of the MPRDA and limiting its competency to issue rights upon application. However, in terms of the transitional arrangements of the MPRDA, which were peremptory upon the DMRE in the event that the petitioner met the conditions for conversion from ‘old order’ to ‘new order’, Ergo was able to convert its old order rights, thus extending its “license to mine” into the dispensation introduced by the MPRDA. Ergo has also submitted applications to renew all its Mining and Prospecting Rights with the DMRE. The current Mining and Prospecting Rights have expired but remain in force until such time that the renewal applications have been granted or refused by the DMRE. Water Use Licenses are applied for as and when required to remain compliant with relevant legislation. Ergo complies with all the conditions for renewal and has no reason to believe that the submitted renewals would not be granted. Ergo is in constant communication with the DMRE and is submitting the required information as per their requests to finalize these renewal applications. There are conflicting title claims to Grootvlei TSFs which are detailed in Item 3.6. 1.13 Conclusion and Recommendations The QP concludes that the protocols for drilling, sampling preparation and analysis, verification, and security meet industry standard practices and are appropriate for the purposes of a Mineral Resource estimate. The studies have found that the Ergo TSFs have reasonable prospects for economic extraction. The QP is satisfied with the Quality Assurance (QA) developed by The RVN Group and the Quality Control (QC) programs implemented, as there was no significant bias in reporting data.


 
Technical Report Summary of the Material Tailings Storage Facilities 9 The QP contends that the assumptions, parameters, and methodology used for the Mineral Resource estimates are appropriate for the style of mineralization and deposit type. There is sufficient information to allow for decision-making in the future. The QPs recommended no additional work. The QP considers the conversion of Mineral Resources to Mineral Reserves to be appropriate. TSFs reported in this document have sufficient information to be used in Mineral Reserve estimates and demonstrate economic viability. The modifying factors applied are considered appropriate as they contain sufficient detail to support at least a PFS level of accuracy (i.e., +/-25%), with a maximum level of contingency of 15%. The significant risks that could affect the Mineral Resource and Mineral Reserve are: • Limited tailings storage capacity; • Country/Political risk; • Security issues; • Eskom electricity supply; • Climate change impact; • Threat to social and operating licenses; • Socio-political instability or social unrest; • Complexity of legal/regulatory compliance; • Capital projects progress; • Supply chain risks and • Depletion of Ergo Mining’s Mineral Reserves.


 
Technical Report Summary of the Material Tailings Storage Facilities 10 2 Introduction 2.1 Project Background Ergo is a subsidiary of DRDGOLD. DRDGOLD is domiciled in South Africa and listed on the Johannesburg Stock Exchange (JSE:DRD)and the New York Stock Exchange (NYSE: DRD). DRDGOLD, a South African- based gold mining company, has a 100% share in Ergo. TSFs’ Mineral Resource and Mineral Reserve estimates declared in this Technical Report Summary (this Report/TRS) are owned by Ergo and are 100% attributable to DRDGOLD. The TSFs covered in the report are from the Crown, City Deep, Knights, Ergo, Marievale and Grootvlei Complexes, and 5A10/5L27 sand dumps and Daggafontein TSF. Ergo identified a total of 17 TSFs and one sand dump to be material properties and have been described extensively in this report. Ergo has a total of 98 TSFs, inclusive of 80 smaller TSFs and clean-up sites. The Mineral Resource and Mineral Reserve estimates contained in this Technical Report Summary were compiled and reported by the QPs for DRDGOLD in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K (Title 17, Part 229, Items 601(b)(96) and 1300 through 1305 of the Code of Federal Regulations) promulgated by the Securities and Exchange Commission (SEC). This document is the second submission of a Technical Report Summary under Subpart 1300 of Regulation S-K. The Report is based on scientific and technical information for the properties and known to the QPs as at the effective date. The material TSFs are at different mining stages as presented below: • Crown (3L5, 3L7 and 3L8): The TSFs are at an advanced exploration stage, with all TSFs classified as Indicated Mineral Resources. • City Deep (4L3, 4L4 and 4L6): The Complex is at a development stage, with all TSFs declared as Measured Mineral Resources and Proven Mineral Reserves. • Knights (4L14): The Complex is at a development stage, with TSFs reported as Measured Mineral Resources and Proven Mineral Reserves. • Ergo (Rooikraal and 7L15): The Rooikraal is at the production stage and 7L15 is at the development stage with Measured/Indicated Mineral Resources and Proven/Probable Mineral Reserves declared. • Marievale (7L4, 7L5, 7L6 and 7L7): The Complex is at a development stage with TSFs reported as Measured Mineral Resources and Proven Mineral Reserves. • Grootvlei (6L16, 6L17 and 6L17A): The Complex is at an advanced exploration stage with two TSFs reported as Measured Mineral Resources and one TSF reported as Indicated Mineral Resources. • 5A10/5L27 Sand Dumps: The two sand dumps are joined. Measured Mineral Resource and Proven Mineral Reserve were declared. The sand dump is at the production stage through trucking to the Ergo Plant. • Daggafontein TSF: The TSF is at a development stage, with a significant amount (192.79Mt) declared as Indicated Mineral Resource and Probable Mineral Reserve. A smaller amount (21.32Mt) of the material is reported as Inferred Mineral Resource due to inaccessibility because of the presence of surface water.


 
Technical Report Summary of the Material Tailings Storage Facilities 11 2.2 Terms of Reference and Purpose of the Technical Report Ergo commissioned the QPs from The RVN Group to update the Technical Report Summary to report their Mineral Resource and Mineral Reserve estimates. This report details the results of the evaluation drilling, sampling, assaying, bulk density determination, surveying and metallurgical test work and the resultant Mineral Resource, modifying factors and Mineral Reserve estimations. This document reports the Mineral Resource and Mineral Reserve estimates for the material TSFs. The TSFs in this report are clustered into complexes, except for the 5A10/5L27 sand dumps and Daggafontein TSF, which are reported separately due to their size and location: • Crown; • City Deep; • Knights; • Ergo; • Grootvlei; • Marievale; • 5A10/5L27; and • Daggafontein. This report is the second Technical Report Summary for DRDGOLD prepared under the SEC's Subpart 1300 of Regulation S-K disclosure requirements. During the current financial year, DRDGOLD made a decision to build future tailings storage facilities with a synthetic water containment for ground water protection. This led to revisions in the capital estimates used to examine the viability of the estimated Mineral Reserves. This report is an updated version of the first Technical Report Summary entitled “Technical Report Summary of the material Tailings Storage Facilities”, with an effective date of 30 June 2022. The same QPs were retained. The effective date of the Mineral Resource and Mineral Reserve estimates for the TSFs is 30 June 2023. The QPs noted that there had been no material change to the information between the effective date and the signature date of the Report. Ergo is a South African gold producer, recovering gold from the retreatment of surface TSFs located in the Central and Eastern areas of the Gauteng Province. The RVN Group is a South African-based mining consulting firm that provides services and advice to the local and international mineral industries. Ergo has retained The RVN Group since 2016 to manage drilling activities, estimate Mineral Resources and Mineral Reserves and compile technical reports. The QPs from The RVN Group prepared this Technical Report Summary. 2.3 Participants and Areas of Responsibilities The following personnel were nominated to the project team, and their specific areas of responsibility are shown in Table 2.1. The qualifications and appropriate experience of the authors are summarized in Table 2.1.


 
Technical Report Summary of the Material Tailings Storage Facilities 12 Table 2.1: List of QPs and their Responsibilities Personnel Company Qualifications Responsibility Mpfariseni Mudau, Pr.Sci.Nat. The RVN Group B.Sc. (Hons) Geology, Graduate Diploma in Mining Engineering, M.Sc. Mining Engineering, B.Sc. Applied Mathematics and Statistics, SACNASP Registration No.: 400305/12 Item 1 to 11 and 20 to 25 Steven Rupprecht, HFSAIMM The RVN Group B.Sc. Mining Engineering, Ph.D. Mechanical Engineering SAIMM Registration No.: 701013 Item 12 to 19 The QP responsible for reporting and signing off on the exploration activities and Mineral Resource estimates is Mr Mpfariseni Mudau. Mr Mudau is a Professional Natural Scientist (with registration number 400305/12) registered with the South African Council for Natural Scientific Professions (SACNASP) with more than five years of experience relevant to the drilling, estimation and reporting of TSF Mineral Resources. Mr Mudau works for The RVN Group and is independent of Ergo and DRDGOLD. The QP with responsibility for reporting and signing off on the Mineral Reserve estimates is Professor Steven Rupprecht. Professor Rupprecht is an Honorary Fellow of the Southern African Institute of Mining and Metallurgy (SAIMM with registration number 701013) with more than five years of experience relevant to the estimation and reporting of TSF Mineral Reserves. Professor Rupprecht is an associate of The RVN Group and is independent of Ergo and DRDGOLD. 2.4 Sources of Information Most of the technical information utilized for the preparation of this report was obtained from the drilling campaigns that The RVN Group supervised. Other technical information and engineering data were sourced from Ergo, their contractors and third-party reports available in the public domain. These sources are acknowledged in the body of the report, and some are listed in Item 24. Information provided by the registrant upon which the QPs relied is listed in Item 25. The QPs also had discussions with the management and consultants of Ergo. In preparing the report, the QPs have relied upon contributions from a range of technical, financial, environmental and engineering specialists for the disciplines outside their expertise. Based on the support and advice from the specialists, the QPs consider it reasonable to rely upon the information/advice provided. 2.5 Site Inspection Mr Mpfariseni Mudau visited the drilling projects on commencement, during, and completion of the drilling campaigns. These visits were conducted in 2016, 2017, 2018, 2019, 2020, 2021, 2022 and 2023. Mr Mudau further visited the sample sorting and storage facilities at the Ergo processing plant in Brakpan. On several occasions, Mr Mudau also visited MAED and SGS where the samples were prepared and analyzed. Mr Mudau also visited the mining sites on several occasions.


 
Technical Report Summary of the Material Tailings Storage Facilities 13 The objectives of the site visits were to: • familiarize the QP with the TSFs and the general infrastructure; • inspect the drilling and sampling sites; • conduct assessment of sampling methodologies, quality control processes and data validation; • provide training and conduct planned task observations; • validate the geological logging; • inspect the sample storage area and the sample preparation methods; • discuss and agree on the analytical method with the laboratories; and • collection of database and additional technical information. Steven Rupprecht conducted site visits to the TSFs in 2020, 2021, 2022 and 2023. 2.6 Units, Currencies and Survey Coordinate System Unless otherwise stated, all figures in this report are expressed in metric units. All geographic coordinates are UTM WGS84 system or LO29 Meridian. The elevation Datum is the mean sea level. All monetary figures expressed in this report are in South African Rand (ZAR) and United States Dollar (USD). A point is used as the decimal marker, and the comma is used for the thousand’s separator (for numbers larger than 999). Unless otherwise stated, the word ‘tonnes’ denotes a metric ton (1,000kg). Table 2.2 presents the abbreviations used in the report. Table 2.2: List of Abbreviations Units Description % percentage ˚ degrees ˚C Degrees Centigrade ‘ minutes “ seconds µm Micron 3D three-dimensional AAS Atomic Absorption Spectroscopy AMD acid mine drainage AMIS African Mineral Standards amsl above mean sea level Anglo Lab AngloGold Ashanti Limited Chemical Laboratory Au gold CIL Carbon-in-Leach cm centimeter(s) CoV Coefficient of Variation CRM Certified Reference Material Crown Mines Crown Mines Limited DMRE Department of Mineral Resources and Energy DRDGOLD DRDGOLD Limited EIA Environmental Impact Assessment


 
Technical Report Summary of the Material Tailings Storage Facilities 14 Units Description EMP Environmental Management Plan EMPr Environmental Management Program Ergo Ergo Mining (Proprietary) Limited ERPM East Rand Proprietary Mines Limited Eskom Electricity Supply Commission g gram(s) g/l grams per liter g/t grade grams per ton Geografix Geografix Surveys CC GPS Global Positioning System ha hectares = 100m-by-100m HRD Human Resource Development IDW Inverse Distance Weighting InSAR Interferometric Synthetic Aperture Radar IRR internal rate of return ISO International Organization for Standardization JSE Johannesburg Stock Exchange kg kilograms = 1,000 grams kg/t kilograms per ton km kilometer(s) = 1,000 meters km2 square kilometers koz kilo ounces= 1,000 ounces (troy) kt kilotons ktpm kilotons per month LED Local Economic Development liter Metric unit of volume = 1,000cm3 LoM Life-of-Mine m meter(s) m2 square meters MAED MAED Metallurgical Laboratories (Proprietary) Limited mamsl meters above mean sea level mm millimeter(s) = meter/1000 Moz Million ounces (troy) MR Mining Right Mt Million metric tons Mtpa Million tons per annum MWP Mining Works Program NaCN sodium cyanide NERSA National Energy Regulator of South Africa NN Nearest Neighbor NNR National Nuclear Regulator NPV net present value NYSE New York Stock Exchange oz Troy ounces = 31.1034768 grams pH quantitative measure of the acidity or basicity of a solution ppm parts per million PR Prospecting Right PWP Prospecting Work Program


 
Technical Report Summary of the Material Tailings Storage Facilities 15 Units Description QA Quality Assurance QC Quality Control QP Qualified Persons RC Reverse Circulation RoM Run-of-Mine SANAS South African National Accreditation System SCADA supervisory control and data acquisition SEC Securities and Exchange Commission SGS SGS South Africa (Proprietary) Limited S-K 1300 Subpart 1300 of Regulation S-K under the U.S. Securities Exchange Act of 1934 SLP Social and Labor Plan t metric tonne = 1,000 kilograms t/m3 density - tonne per cubic meter TCTA Trans-Caledon Tunnel Authority The RVN Group The RVN Group (Proprietary) Limited this Report Technical Report Summary tonnes metric tonnes = 1,000 kilograms TPMS Tailings Performance Management System USD United States Dollars WGS84 World Geographic System 1984 WUL Water Use License ZAR South African Rand 2.7 Independence The QPs or The RVN Group received a fee for preparing this Technical Report Summary in accordance with standard professional consulting practice. The QPs or The RVN Group will receive no other benefit for the preparation of this report. Neither QPs, The RVN Group, nor any of its employees and associates employed in the preparation of this report has any pecuniary or beneficial interest in Ergo, DRDGOLD, or their associates. The QPs consider themselves independent.


 
Technical Report Summary of the Material Tailings Storage Facilities 16 3 Property Description 3.1 Location and Operations Overview Ergo is reclaiming TSFs in the City of Johannesburg and the City of Ekurhuleni, Gauteng, South Africa. The Crown and City Deep Complexes are located in the City of Johannesburg while all other TSFs and the sand dumps are located in the City of Ekurhuleni, as shown in Figure 3.1. This TRS covers a total of 17 material TSFs of varying sizes and one sand dump. The smaller TSFs or clean- up sites (79 in total) are not extensively covered in this report for various reasons: they are not material as most are too small, while others are not part of an immediate plan to be included in the Life-of-Mine (LoM) plan by Ergo (e.g., Fleurhof Complex). The total of 17 TSFs and one sand dump contribute approximately 90% of the total Mineral Resource, while the remaining 80 smaller TSFs and clean-up sites only contribute 10% to the total Ergo Mineral Resource estimates. Of the total Ergo Mineral Reserve declared, 93% of the contribution by tonnage is from the material properties. Thus, Ergo considers the 80 smaller TSFs and clean-up sites not material (Figure 3.2). The sand dumps (5A10 and 5L27) are combined to form one elongated structure of varying heights. The two small dumps on the north and east are known as 5L27 and the center sand dump is 5A10. These dumps are joined and have similar properties. They were modelled as 5A10/5L27 but then separated for reporting Mineral Resource estimates. Of the total material properties, 17 are slime TSFs and one is a sand dump (5A10/5L27). Slime is a very fine material, while sand is course-grained. The areas occupied by the 17 material TSFs and a sand dump are shown in Table 3.1. Engineering parameters and topography determined the size and shapes of the properties at the time of deposition of the waste products from the respective processing plants.


 
Technical Report Summary of the Material Tailings Storage Facilities 17 Table 3.1: Footprint Areas of the Material TSFs TSF Centre Coordinates Area (ha) Maximum Height (m) Crown 3L5 (Diepkloof) 26013’34.95”S, 27057’09.70”E 130.00 67.50 3L7 (Mooifontein) 26013’35.85”S, 27013’35.85”E 87.00 88.50 3L8 (GMTS) 26014’23.75”S, 27058’07.91”E 147.00 94.50 City Deep 4L3 26°13'51.72"S, 28° 5’50.63”E 36.61 40.50 4L4 26°13’59.91”S, 28° 6’9.99”E 23.81 16.50 4L6 26°13’59.56”S, 28° 7’15.02”E 27.15 19.50 Knights 4L14 26°12'23.76"S, 28° 8'54.38"E 10.27 37.50 Ergo Rooikraal 26021’48.16” S, 28017’40.88”E 141.04 47.50 7L15 26°19'49.59"S, 28°24'46.01"E 73.28 37.50 Marievale 7L4 26°19'30.94"S, 28°30'5.07"E 133.48 25.00 7L5 26°19'55.08"S, 28°30'3.08"E 26.91 22.50 7L6 26°19'56.20"S, 28°30'22.96"E 46.73 34.50 7L7 26°20'51.49"S, 28°30'5.43"E 47.00 13.50 Grootvlei 6L16 26°14'31.94"S, 28°28'55.51"E 112.13 31.50 6L17 26°13'18.99"S, 28°29'23.20"E 110.02 40.50 6L17A 26°14'0.25"S, 28°29'42.67"E 85.05 25.50 5A10/5L27 5A10/5L27 26°13'9.79"S, 28°23'51.84"E 202.00 68.00* Daggafontein Daggafontein TSF 26017’56.48” S, 28031’55.10”E 462.21 64.50 Total Area (ha) 1,901.69 Note: *estimated height as drilling could not reach the base of the sand dump, only drilled up to 52.5m. .


 
Technical Report Summary of the Material Tailings Storage Facilities 18 Figure 3.1: Location of the Material TSFs and Infrastructure (the material properties of Ergo)


 
Technical Report Summary of the Material Tailings Storage Facilities 19 Figure 3.2: Location of the Material Properties in Relation to the Smaller TSFs and Clean-up Operations


 
Technical Report Summary of the Material Tailings Storage Facilities 20 Other material properties of Ergo include: • Knights Plant; • Ergo Plant; • Brakpan/Withok TSF; • pump stations; • a network of pipelines; • City Milling Plant; • Central Water Facility; and • solar power project. 3.2 Mineral Rights Conditions TSFs, in most instances, are considered movable and capable of being owned under the common law separately from land. As such, they are distinguishable from underground minerals, which can no longer be individually owned in South African but in respect of which the Department of Mineral Resources and Energy (DMRE) may issue Mining Rights in terms of the MPRDA of 2002 (MPRDA), as amended. The construct of the MPRDA caused the minerals in certain TSFs to therefore fall outside the regulatory reach of the MPRDA. The transitional arrangements of the MPRDA provided for existing operations, however, to convert old order rights (Mining Licenses held under the previous dispensation) to new order rights. Ergo successfully converted its old order licenses to Mining Rights and is seeking to consolidate them into a single mining right. In terms of reserves in TSFs which are owned by common law and are not covered by a Mining right, Environmental and Waste Management Approvals are obtained from the DMRE for the retreatment of such TSFs. For an exploration project, a Prospecting Right (PR), valid for five years, is issued, and for a mining operation, a Mining Right (MR) valid for up to 30 years, is issued. The PR, which is conducted in terms of a Prospecting Work Program (PWP), is renewable for a further three years. The MR is undertaken in terms of the Mining Works Program (MWP), Social and Labor Plan (SLP), and an approved Environmental Management Program (EMPr), which can be renewed for a further 30 years. A PR or MR may be cancelled or suspended subject to Section 47 of the MPRDA. The MPRDA contains provisions relating to the ownership and Broad-Based Socio-Economic Empowerment Charter. A shareholding, equity, interest or participation in the mining right or joint venture, or a controlling interest in a company/joint venture may not be encumbered, ceded, transferred, mortgaged, let, sublet, assigned, alienated, or otherwise disposed of without the written consent of the Minister, except in the case of a change of controlling interest in listed companies. The SLP is submitted to the DMRE every five years for approval, while the SLP’s annual progress report is submitted annually to the DMRE. The Environmental Management Plan (EMP) and Water Use License (WUL) are assessed for compliance annually. 3.3 Mineral Title Ergo’s title in its TSFs is vested in either common law ownership Mining and Prospecting Rights and third- party agreements as presented in Table 3.2, including Environmental Approvals in respect of the same. Ergo has submitted applications for the renewal of its mining rights and prospecting rights. The renewal


 
Technical Report Summary of the Material Tailings Storage Facilities 21 applications were made to the DMRE on different dates per mining right. Ergo is in the process of a consolidation of its mining rights and as such has applied to extend the mining period for a further 30 years through its consolidated MWP. The period of 30 years is the maximum period allowable for a Mining Right renewal as detailed in the MPRDA, as amended. This report has considered Section 24(5) of the MPRDA, as amended: “A mining right in respect of which an application for renewal has been lodged shall despite its expiry date remain in force until such time as such application has been granted or refused.” The same applies to the prospecting right (section 18 (5) of the mentioned Act). Freehold landowners are presented in Table 3.3. Ergo owns a significant portion of the freehold where the TSFs and sand dumps are located. Where Ergo does not own the property, use and access agreements are in place with third-party landowners. Access to the TSFs for Prospecting Right purposes is enabled through the provisions in the MPRDA. Table 3.2: Mineral Rights Information as at 30 June 2023 Complex Permit Holder Permit Type Reference Number with the DMRE Expiry Date Renewal Submission Application Date Renewal Reference Number with the DMRE Crown Ergo Mining Right GP184MR 20/06/2014 24/03/2014 GP 10022 MR City Deep Ergo Mining Right GP185MR 20/06/2014 24/03/2014 GP 10023 MR Knights Ergo Mining Right GP187MR 20/06/2018 13/03/2018 GP 10067 MR Ergo Ergo Mining Right GP158MR 27/10/2021 23/07/2021 GP 10097 MR Marievale (7L4) Ergo Prospecting Right GP10348 19/02/2022 18/03/2022 GP10348PR Marievale (7L5, 7L6 and 7L7) Ergo Common Law Ownership Not applicable Not applicable Not applicable Not applicable Grootvlei Ergo Prospecting Right GP10044PR 13/10/2025 Not applicable GP 10592 PR 5A10/5L27 Ergo Mining Right GP158MR 27/10/2021 23/07/2021 GP 10097 MR Daggafontein TSF Ergo Mining Right GP158MR 27/10/2021 23/07/2021 GP 10097 MR Table 3.3: Land Tenure Information Reclamation Sites Surface Rights Owner Crown Complex Ergo and Innovative Property Solutions (iPROP) City Deep Complex Ergo and iPROP Knights Complex Ergo, Abland, Living Africa and EMM Ergo Complex Ergo and Ekurhuleni Metropolitan Municipality Marievale Complex Ergo, Ekurhuleni Metropolitan Municipality, Scarlet Sun and STI Consulting Grootvlei Complex Ekurhuleni Metropolitan Municipality and various private owners 5A10/5L27 Sand Dump Marcon Group Daggafontein TSF Ergo


 
Technical Report Summary of the Material Tailings Storage Facilities 22 3.4 Violation and Fines Ergo has no fines resulting from violating the mineral rights conditions. 3.5 Royalties Ergo is not required to pay royalties to the State, nor does it receive royalties from any other operation. Royalties in South Africa are guided by the Mineral and Petroleum Resources Royalty Act, 2002 (Act No. 28 of 2008) (MPRRA). Ergo does not pay royalty on the retreatment of TSFs and sand dumps, as the treatment of TSFs and sand dumps does not trigger the requirement to pay royalties. 3.6 Legal Proceedings and Significant Encumbrances to the Property The QP was advised by Ergo that there are no material legal challenges concerning its Mineral Resource and Mineral Reserve, except for the Grootvlei complex. Legal challenges related to the ownership of the 7L5, 7L6 and 7L7 Marievale dumps, as disclosed in the prior year’s Technical Report Summary, have been resolved through a settlement agreement with the landowners. The QPs find it reasonable to rely on the legal opinion provided by Ergo. From the documentation reviewed and input by the relevant Technical Specialists, the QPs could not identify any significant factors or risks with regard to title permitting, surface ownership, environmental and community factors that would prevent the evaluation or economic extraction of the TSFs. The QPs were assured that Ergo Mining complies with all title and environmental permitting requirements. The QPs were informed by Ergo Mining that no significant factors or risks might affect access, title, or the right or ability to perform work on the TSFs, except for the Grootvlei complex. Grootvlei Complex: Ergo was granted prospecting rights by DMRE over Grootvlei dumps 6L16, 6L17 and 6L17A in July 2022. During the 2022 financial year, an external party raised a conflicting claim of common law ownership of 6L16, 6L17 and 6L17A TSFs. Although the claim was based on common law ownership and no attempt has been made to set aside the prospecting rights over the TSFs, the Grootvlei TSFs have been excluded since 2022 from the Mineral Reserves statement and the Life-of-Mine (LoM) plan but included in the Mineral Resources statement. Marievale Complex: Ergo has submitted a renewal application to the DMRE for the prospecting right it holds over 7L4 TSF, which is still being considered by the DMRE. EBM Projects, the landowner of the majority of the freehold under the 7L4 TSF and the common law owner of the TSF, has been placed into liquidation. Prior to liquidation, a draft agreement was in progress for the sale of the TSF to Ergo, where it would undertake to: • Make a nominal payment; • Assume all liability for the facility; • Obtain all permitting required; • Suitably remove the TSF and • Rehabilitate the land. Ergo is continuing the discussions with the administration responsible for the EBM Projects liquidation and has no reason to believe that this agreement will not be concluded in Erg’s favour in due course. Ergo


 
Technical Report Summary of the Material Tailings Storage Facilities 23 believes that the sale of 7L4 TSF will still take place due to the long-term environmental liability associated with the TSF if not reclaimed and processed. Ergo acquired the Marievale TSFs 7L5, 7L6 and 7L7 – in terms of a written notarial executed deed of sale during 2019 and took possession of the TSFs on 8 April 2019. It has since also obtained the requisite National Environmental Management Act, 1998 regulatory approvals to retreat the said TSFs. During the 2022 financial year, the owner of the land on which 7L5, 7L6 and 7L7 are situated – an estimated 36.5 million tonnes out of the total 54.1 million tonnes comprising the Marievale cluster – notified Ergo that in its view, the said TSFs had acceded to the land, and that it had become the owner of the TSFs. Ergo disputed the claim of legal title and referred the matter to arbitration as all ownership requirements were met when the TSFs were purchased by Ergo. Following the lodging of legal proceedings, the parties settled the dispute and Ergo entered into a commercial arrangement with the land-owner whereby the landowner has renounced its entire right, title and interest in and to the TSFs in the favour of Ergo against payment of an agreed sum. The 7L4, 7L5, 7L6 and 7L7 TSFs have been classified as Mineral Reserves in FY2022 and FY2023 4 Accessibility, Climate, Local Resources, Infrastructure and Physiography 4.1 Topography, Elevation and Vegetation The project areas fall in the Grassland Biome of South Africa. The Grassland Biome is found on the high central plateau of South Africa and the inland areas of Kwazulu-Natal and the Eastern Cape. The topography is mainly flat and elevation ranges between 1,560mamsl and 1,700mamsl. Natural vegetation for the project is limited to areas outside the urban footprint. Within the urban environment where most of the TSFs are to be reclaimed, little vegetation occurs in its natural state. The TSFs and sand dumps are situated in highly urbanized and industrialized areas with limited fauna and flora. The TSFs are man-made and the trees and grasses on the TSFs have been planted to prevent dust and erosion from the TSFs. 4.2 Access, Towns and Regional Infrastructure The TSFs and sand dumps are situated in the Gauteng Province of South Africa. Gauteng is the most industrialized province in South Africa and has adequate infrastructure. All the regional and on-site infrastructure that is required for mining is well established. There is a good supply chain for all necessary consumables and equipment in or near the mine sites. The areas surrounding the mine sites have good health facilities (i.e., public and private hospitals) and education facilities (i.e., ranging from pre-primary to secondary and tertiary education levels). A good road transportation system can be found in the area. The TSFs and sand dumps are well serviced by highways, paved regional roads and a network of dirt tracks that the Ergo utilized to access mining and project visits. The QPs consider access to the TSFs to be in good condition. For international supplies or travel, the OR Tambo and Lanseria International Airports, in Kempton Park and Lanseria, respectively, are well-positioned to service Ergo.


 
Technical Report Summary of the Material Tailings Storage Facilities 24 Tele-communication on the TSFs and sand dumps is good for all major network providers. Most parts of the project areas are fully covered by the third or fourth-generation (3G or 4G) wireless mobile telecommunications technology. Other areas are now covered by high-end 5G technology. Item 15 presents the infrastructure in more detail. 4.3 Climate A summer rainfall climate prevails in the areas. Summer rain occurs mainly as thunderstorms with a mean annual precipitation of approximately 680mm, and evaporation is about 1,800mm per year. Winds are generally light and blow predominantly from the northwest. Winters are cold and dry. Extreme weather conditions occur in the form of frost (2 to 20 occurrences per annum) and the occasional hailstorm. The average annual temperature for the year is approximately 19˚C, with average maximum temperatures ranging between 22˚C and 32˚C and average minimum temperatures ranging between 2˚C and 18˚C. The hottest months are from December to February. During April and May, there is a noticeable drop in temperature, which signals the commencement of winter. The coldest months are June and July. Rains and temperature have minimal effects on operations. The area generally has a high evaporation rate in the summer months from November to January. This gives rise to high relative humidity. Evaporation is greater in summer than in winter due to higher ambient temperatures. There are no long-term associated climatic risks other than those associated with climate change and global warming, and the operating season is year-round with minor interruptions. 4.4 Infrastructure and Bulk Service Supplies The TSFs and sand dumps are situated in the well-developed province of Gauteng and have the most major supplies. All the regional and on-site infrastructure that is required for mining and processing is well established. There is a good supply chain for all necessary consumables and equipment in or near the mine sites. Item 15 of this report details the infrastructure relevant to Ergo. The TSFs and sand dumps are located near hospitals offering basic and advanced medical care. The project areas are supplied with bulk electricity from the regional grid supplied by Eskom, the national power supplier, or by the local municipality. Like most parts of South Africa, the operations are affected by occasional load shedding implemented by Eskom during periods of constrained power generation. Potable water is supplied by Rand Water, process water is recycled from the Brakpan/Withok TSF (65%) with the balance of the water make-up by permitted abstraction from natural water courses and the balance from the dewatering of the mining void (AMD)r. Ergo recycles most of the water. 4.5 Personnel Sources Where mining activities take place, Ergo has commissioned contractors to conduct mining and secure the TSFs. Where there are no mining activities, Ergo has employed contractors to maintain the TSFs (to minimize dust and monitor water levels on the TSFs and sand dumps) and security companies to secure the properties. Ergo employees conduct site inspections on a regular basis of the project TSFs and sand dumps.


 
Technical Report Summary of the Material Tailings Storage Facilities 25 Should additional employees be required, the surrounding areas have a large semi-skilled and skilled workforce. The cities of Johannesburg and Ekurhuleni have a large source of talent for trades and technical management. The majority of employees hired by Ergo are sourced from Gauteng Province, where all the properties are situated. Contractors and specialist consultants are also predominantly based in Gauteng Province.


 
Technical Report Summary of the Material Tailings Storage Facilities 26 5 History 5.1 Ownership Anglo American Corporation commissioned the Ergo facility (processing plant) on the East Rand in 1977. The objective was to recover gold and uranium and produce sulfuric acid from surface tailings material via a metallurgical flotation process. In 1985, a carbon in leach (CIL) plant was added. In 1990, when the uranium market collapsed, the uranium plant and the larger of the two acid plants were closed. In 1998, Ergo became part of Anglo Gold Limited (later Anglo Gold Ashanti Limited). In 2005, Ergo was closed. In 2007, Ergo Mining (Pty) Limited was formed as a joint venture between DRDGOLD and Mintails to re- establish the tailings treatment operations. A year later (2008), re-commissioning of the plant started, and Ergo acquired the Mintails’ stake in the gold recovery phase of the project. In 2009 a second feed line was brought into the Ergo plant from the Elsburg TSFs and the plant capacity doubled to 1.2 Mt per month. In 2010, DRDGOLD acquired the balance of Mintails’ interest. 5.1.1 Crown Complex Crown Mines Limited (Crown Mines), previously known as Rand Mines (Milling and Mining) Limited, belonged to Rand Mining Proprietary Group, which commenced retreatment operations in 1982. At least 90% of the Crown Complex material was deposited onto the Crown TSF Complex Facility by Crown Gold Recoveries, which retreated processed material originally mined from the historical mines in the area. The Crown complex is situated on the farm Mooifontein 225-IQ. 5.1.2 City Deep complex City Deep belonged to Rand Mines (Milling and Mining) Limited and fell under the same group as Crown Gold Recovery. Records indicate that in 1986, City Deep Complex belonged to City Deep Rand Mines. Most of City Deep TSFs are located on the farms Elandsfontein 107-IR, Kliprivierfontein 106-IR and Doornfontein 92-IR. 5.1.3 Knight Complex Most of the TSFs in the Knights complex were previously owned by Simmer and Jack, dating back to 1986. Witwatersrand Gold Mine owned other TSFs. The Knights complex is situated on the farms Elandsfontein 90 IR, Driefontein 87 IR and Driefontein 85 IR. 5.1.4 Ergo Complex The Ergo Complex was created by East Rand Proprietary Mines Limited (ERPM) around 1958. ERPM in Boksburg was established more than 125 years ago as an underground gold mining operation and produced gold from 1896 to 2008. ERPM had approximately 15 shafts in the Elsburg area, which were the primary sources of the tailings material deposited onto TSFs 4L47/48/49 and 50. The Ergo complex is situated on the farms Klippoortje 110-IR and 112-IR.


 
Technical Report Summary of the Material Tailings Storage Facilities 27 5.1.5 Marievale Complex Marievale Complex was previously owned by General Mining Union Corporation (Gencor) and operated by Marievale Consolidated Mines. The primary commodity was gold, and the secondary commodity was silver. The first year of production was 1939. Mining stopped in 1998. The Marievale complex is located on the farm Vlakfontein 281-IR. 5.1.6 Grootvlei Complex Grootvlei was previously owned by Gencor and operated by Grootvlei Proprietary Mines Limited from 1967 to 1981 at an average grade of 5g/t of gold. The registered owner in 1986 was DUMPCO Limited. Mining stopped in 2005. Grootvlei is located on the farm Grootvlei 124-IR. 5.1.7 5A10/5L27 The Consolidated Modderfontein Mine deposited mine tailings on the 5A10/5L27 sand dump during the 1980s. Before then, the sand dump was owned by the Government Gold Mine. The property is located on Modderfontein 76 IR. 5.1.8 Daggafontein TSF Daggafontein TSF was previously owned by Daggafontein Mines. Tailings deposition onto the TSF commenced around 1982 and ceased around 2002 when the mine ceased operations. Currently, the TSF is owned by Ergo. The TSF is located on farm Rietfontein 276-IR. 5.2 Construction of the TSFs and Sand Dumps The TSFs were constructed in accordance with the then Chamber of Mines guidelines and best practices at the time. The guidelines provided for a starter wall, toe drain and blanket drain. Gravity penstocks were provided on all TSFs, which were subsequently replaced with elevated penstocks during their operations. The final design heights for a ‘typical’ TSF operated using day-walls were generally between 30m and 100m. All the TSFs were constructed as upstream TSFs. Upstream TSFs need to be raised slowly to allow the solid tailings time to dry and consolidate enough to support a new level of the TSF. The sand dump material was deposited by trucks or cocopans.


 
Technical Report Summary of the Material Tailings Storage Facilities 28 Table 5.1 presents the history and status of TSFs and the sand dump. The TSFs and the sand dump are considered old, and the properties have been dormant for a considerable number of years. Table 5.1: History and Status of the TSFs and Sand Dump TSF/Sand Dump Commissioned Date Decommissioned Date Status as at 30 June 2023 Age since becoming Dormant (Years) Crown 3L5 +/-1920 2009 Dormant 13 3L7 Dormant 3L8 Dormant City Deep 4L3 1965 1984 Development 38 4L4 Development 4L6 Development Knights 4L14 1960 2000 Development 22 Ergo Rooikraal 1985 2012 Development 10 7L15 1964 1986 Dormant 36 Marievale 7L4 1964 1998 Dormant 24 7L5 1964 1998 Dormant 24 7L6 1964 1998 Dormant 24 7L7 1964 1998 Dormant 24 Grootvlei 6L16 1964 2005 Dormant 17 6L17 2005 Dormant 17 6L17A 2005 Dormant 17 5A10/5L27 5A10/5L27 1960 1986 Mining NA Daggafontein Daggafontein 1970 2003 Dormant 18 5.3 Previous Exploration and Mine Development 5.3.1 Previous Evaluation Drilling Previous evaluation drilling was completed on the TSFs in the 1970s by Anglo-American and from 2006 to 2008 by Ergo and Mintails SA (Proprietary) Limited. The QP was made aware of these activities; however, the QP did not use data acquired before 2008 in this report as the QP could not locate some of the data and or perform data quality assessment and validation satisfactorily. 5.3.2 Previous Development In 1976, the construction of the processing plant and associated infrastructure commenced and Ergo formally came into production on 25 February 1978.


 
Technical Report Summary of the Material Tailings Storage Facilities 29 Table 5.2 presents Ergo’s production data over the last five years. Table 5.2: Ergo Production History Date Tonnes Processed (Mt) Yield Au (g/t) Gold Produced (kg) Gold Produced (koz) 30 June 2019 23.2 0.19 4,493 144 30 June 2020* 20.2 0.20 3,989 128 30 June 2021 23.0 0.19 4,263 137 30 June 2022 22.1 0.19 4,156 134 30 June 2023 17.3** 0.23*** 3,931 127 Note: *production was affected by COVID-19 national lockdown. ** The reduction in tonnage was due to significant load shedding at the beginning of the financial year, the depletion of high-volume reclamation sites and delays experienced in obtaining the necessary authorizations to commence the reclamation of a major reclamation site, Rooikraal. ***The yield increased by 21% to 0.227g/t (FY2022: 0.19g/t) as a result of higher-grade material encountered during the final stages of reclamation and the reclamation of high-grade sand material.


 
Technical Report Summary of the Material Tailings Storage Facilities 30 6 Geological Setting, Mineralization and Deposit 6.1 Regional Geology Gold was discovered in the conglomerates of the Witwatersrand sedimentary basin in about 1886. The Witwatersrand Supergroup is aerially and structurally related to the underlying Dominion Reef System and the overlying Ventersdorp System. The Supergroup is an elongated sedimentary basin stretching some 320km in a north-easterly direction and 160km in a north-westerly direction. The upper portions of the Witwatersrand Supergroup contain quartz conglomerates that have been mined for their gold and uranium contents. The Transvaal Supergroup is a stratigraphic unit consisting of clastic sediments, carbonates, banded iron formations and volcanics younger than the Witwatersrand Supergroup. It occasionally directly overlies the gold-bearing conglomerates of the Witwatersrand Supergroup where the Ventersdorp Volcanics have been eroded or were not developed. At the base of the Transvaal Supergroup is a conglomerate layer, the Black Reef, that has been mined for gold. The operations are situated in the Witwatersrand Central Rand and East Goldfields. The East Goldfield is linked to the Central basin across a large monoclinal structure, the Springs Monocline. The major economic horizons mined were the South Reef together with Main Reef, Main Reef Leader and the Elsburg and Kimberley Reefs. The Black Reef, where mineralized, was also mined in the area. The TSFs are man-made features, and mineral distribution reflects the artificial nature of the deposit. The materials are the waste products (tailings) of the mining and metallurgical process recovery from the Witwatersrand and Transvaal Supergroups gold deposits. These tailings consist predominantly of quartz, lesser amounts of mica, chlorite, chloritoid, pyrite (1% to 2%) and low concentrations of gold, uranium and sulfur. 6.2 Mineralization, Local and Property Geology The TSFs have been processed through metallurgical plants that eject a residue (tailings), which is relatively uniform in terms of gold mineralization when compared with the natural deposit from which the material is derived. The variation between gold grades is small as the process residue dump was constructed in layers/benches. Grade variation primarily follows variations in the processing and, to a lesser extent, primary deposit characteristics. The gold mineralization is fairly well distributed throughout the TSFs and sand dumps. The TSFs are the by-product of the mineral recovery process. They took the form of a liquid slurry made of fine mineral particles – created when mined ore was crushed, milled and processed. The tailings were pumped to the TSFs, which were constructed using earth dams. As the residue of the tailings gradually drained and became compacted, grass and other vegetation were planted to rehabilitate the environment.


 
Technical Report Summary of the Material Tailings Storage Facilities 31 The TSFs and sand dumps evaluated in this report originated from different sources or processing plants, as shown in Table 6.1. Table 6.1: Origin of the TSF and Sand Dump Material TSF/Sand Dump Source Mine Mined and Processed Reef Crown Complex 3L5 Crown Mines Main Reef 3L7 Crown Mines Main Reef 3L8 Crown Mines Main Reef City Deep Complex 4L3 City Deep Gold Mine (Proprietary) Limited Kimberley Reef 4L5 City Deep Gold Mine (Proprietary) Limited Kimberley Reef 4L6 City Deep Gold Mine (Proprietary) Limited Kimberley Reef Knights Complex 4L14 Simmer and Jack Gold Mine Black Reef Ergo Complex Rooikraal Knights Plant Residue from Knights Plant 7L15 Vlakfontein Mine Black Reef Marievale Complex 7L4 Marievale Consolidated Mine Kimberley Reef, Nigel Reef and Main 7L5 Marievale Consolidated Mine Kimberley Reef, Nigel Reef and Main 7L6 Marievale Consolidated Mine Kimberley Reef, Nigel Reef and Main 7L7 Marievale Consolidated Mine Kimberley Reef, Nigel Reef and Main Grootvlei Complex 6L16 Grootvlei Proprietary Mines Limited Kimberley Reef 6L17 Grootvlei Proprietary Mines Limited Kimberley Reef 6L17A Grootvlei Proprietary Mines Limited Kimberley Reef 5A10/5L27 Sand Dumps 5A10/5L27 Modderfontein East Mine Main Reef Leader Daggafontein TSF Daggafontein Daggafontein Mine Main Reef 6.3 Stratigraphy and Cross-sections Unlike the stratigraphy of the in situ mineral deposit, the stratigraphy of a TSF or sand dump is man-made. A typical stratigraphy is presented in Figure 6.1. Slime was deposited on soil (original ground level). The color of topsoil ranges from red to black. In some cases, soil is mineralized or enriched.


 
Technical Report Summary of the Material Tailings Storage Facilities 32 Figure 6.1: A Typical Stratigraphy for Ergo’s TSFs Source: The RVN Group, 2022 A typical cross-section of a TSF is shown in Figure 6.2 and Figure 6.3. Figure 6.2: Grootvlei Complex (6L17) Map showing Location of Cross-section Source: The RVD Group, 2022


 
Technical Report Summary of the Material Tailings Storage Facilities 33 Figure 6.3: Cross-section of the Grootvlei Complex (6L17) Source: The RVN Group, 2022 6.4 Deposit Type The deposits under consideration are man-made features that are sometimes referred to as dumps, tailing dams, or simply mine dams. The TSF or sand dump generally lies above the prevailing ground level and there is no host rock. No geological or mineralization controls are relevant to the TSFs or sand dumps as they are man-made features. The engineering design parameters determine the size and shape of the TSF or sand dump at the time of the deposition of the waste products from the respective processing plants.


 
Technical Report Summary of the Material Tailings Storage Facilities 34 7 Exploration 7.1 Exploration The TSFs are man-made engineering features and typical exploration programs (geophysics, trenching, mapping and soil sampling) were not undertaken on the TSFs. An evaluation drilling program was conducted on the TSFs. No exploration work was required to locate the TSFs, as their locations are well known, rising well above ground level. The QP considered non-drilling exploration not to be material to the Ergo properties. 7.2 Topographic Surveys The topographic surfaces of the TSFs were surveyed by Jaco van Staden, a qualified surveyor from Geografix Surveys CC (Geografix), using a differential Global Positioning System (GPS) unit. The method has an accuracy in the range of 10cm. The conventional survey equipment (total stations, prisms and related equipment) and GPS Real Time Kinetic systems were used to accurately determine the coordinated positions of the surface features as required to create a digital terrain model. Daily calibration through transformation was completed to ensure the instruments reported accurate results. This standard procedure was performed daily before surveying. After surveying was conducted or when the day’s work was completed, the calibration was rechecked through measurements of the benchmark points to confirm that the instruments measured the correct values. Data from survey measurements were checked through repeated measurements of selected points. No bias was identified. Surveys were undertaken on a 10m grid and measurements were also taken on all breaker lines. An additional 10m to 20m outside the footprint of each TSF and sand dump was also surveyed. No additional tailings material was deposited on the TSFs after the surveys were conducted. For the TSFs where mining is taking place (e.g. 5A10/5L27), monthly surveys are completed, and the tonnage was depleted from the Mineral Resources and Mineral Reserves up to 30 June 2023. The details of the survey information are presented in Table 7.1. The QP was satisfied to rely on the survey measurements as an accurate representation of the TSFs and sand dumps. 7.3 Evaluation Drilling Evaluation drilling campaigns were completed on the TSFs and sand dumps. The drilling grid was not always regular due to access issues and TSF shapes; however, the QP noted that drill holes were well spread. The well-spread drill holes ensured that the samples collected were representative of the respective TSFs and sand dump. 7.4 Drilling Methodology Two drilling techniques (Reverse Circulation (RC) and Auger drilling methods) were followed by specialized independent drilling contractors on the TSFs. The RC method was implemented where the auger drilling technique could not drill to the base of the TSF due to drill hole length exceeding 55m or areas of high moisture content at the base of the TSF.


 
Technical Report Summary of the Material Tailings Storage Facilities 35 The QP was satisfied that all measures were taken to ensure that drilling, sampling and recoveries were acceptable and would not affect the accuracy and reliability of the results. The experienced geologists from The RVN Group monitored the drilling process. The QP made ad-hoc site visits during drilling and sampling. In the opinion of the QP, the processes followed were adequate for collecting quality samples and information for use in the interpretation of results and in the Mineral Resource estimation. Table 7.1: Survey Details of the TSFs and Sand Dumps TSF/Sand Dump Area (ha)* Date Surveyed** Coordinate System, Datum Crown 3L5 (Diepkloof) 158.5 02/09/2013 WGS84 LO27, amsl*** 3L7 (Mooifontein) 108.4 15/08/2013 WGS84 LO27, amsl 3L8 (GMTS) 159.3 20/09/2013 WGS84 LO27, amsl City Deep 4L3 33.9 15/05/2017 WGS84 LO29, amsl 4L4 20.6 08/06/2017 WGS84 LO29, amsl 4L6 44.2 15/06/2017 WGS84 LO29, amsl Knights 4L14 22.4 13/11/2015 WGS84 LO29, amsl Ergo Rooikraal 136.8 23/05/2018 WGS84 LO29, amsl 7L15 97.6 23/05/2008 WGS84 LO29, amsl Marievale 7L4 116.3 19/01/2009 WGS84 LO29, amsl 7L5 31.1 08/01/2009 WGS84 LO29, amsl 7L6 62.0 20/01/2009 WGS84 LO29, amsl 7L7 69.1 22/01/2009 WGS84 LO29, amsl Grootvlei 6L16 127.9 15/05/2015 WGS84 LO29, amsl 6L17 130.7 15/05/2015 WGS84 LO29, amsl 6L17A 85.7 15/05/2015 WGS84 LO29, amsl 5A10/5L27 5A10/5L27 56.7 26/02/2008 WGS84 LO29, amsl Daggafontein Daggafontein TSF 476.9 12/08/2016 WGS84 LO29, amsl Note: *area includes 10m outside the TSF footprint **date before mining (5A10/5L27 sand dump are surveyed monthly for production purposes) ***amsl is the abbreviation for above mean sea level 7.4.1 Auger Drilling Auger drilling, a cost-effective method, was commissioned by Ergo on most of their TSFs for holes less than 55m and located within areas of lower moisture content.


 
Technical Report Summary of the Material Tailings Storage Facilities 36 With auger drilling, the rotation of a helical screw causes the blade of the screw to lift the sample to the surface. This drilling method does not require heavy machinery in order to drill to the desired depth. This auger method can be used for shallow environmental drilling, geotechnical drilling, soil engineering and mineral deposits where the formation is soft and the hole does not collapse. This is done by pressing the spiral rods into the ground using a drilling head machine which can drill up to a depth of 55m. Samples were collected through the spiral at every 1.5m interval and the spiral was cleaned with water and brushed clean after every run. 7.4.2 Reverse Circulation RC drilling, with better sample recovery than auger drilling, is a method of drilling which uses dual wall drill rods consisting of an outer drill rod with an inner tube. These hollow inner tubes allow the drill cuttings to be transported back to the surface in a continuous, steady flow. The drilling mechanism is often a pneumatic reciprocating piston called a hammer, which in turn drives a clay cutter, specifically made to cut soft material such as tailings and soil. The clay cutter is used to remove samples that are pushed through the machine with compressed air. When air is blown down the annulus (ring-shaped structure) of the rod, the pressure shift creates a reverse circulation, bringing the tailings up the inner tube. When the tailings reach a deflector box at the top of the rig, the material is moved through a hose attached to the top of the cyclone. The drill cuttings will travel around the cyclone until they fall through the bottom opening into a sample bag. These bags are sorted and marked with the location and depth where the sample was collected. RC drilling technique can drill up to 1,500m deep. The other benefits of RC drilling include: • more reliable and less contaminated samples than those from auger drilling; • a high drill penetration rate; • a larger sample size; and • a more cost-effective method than diamond or sonic drilling. Samples were collected through the cyclone at 1.5m intervals and the rods and cyclone were cleaned with compressed air after every run. The RC drilling technique was chosen because RC drilling could drill deeper holes than auger drilling. In addition, because of its higher power, RC drilling can drill through wet material and has a better recovery percentage than auger drilling, which is prone to losing wet samples through its spiral.


 
Technical Report Summary of the Material Tailings Storage Facilities 37 7.5 Crown A total of 44 RC drill holes at approximately 200m-by-200m average grid were completed in 2017 on Crown Complex as shown in Figure 7.1. Figure 7.1: Crown Complex: Map showing drill hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 38 7.6 City Deep A total of 27 auger drill holes between 100m and 200m spacing were completed in 2017 on the City Deep Complex, as shown in Figure 7.2. Figure 7.2: City Deep Complex: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 39 7.7 Knights A total of 17 auger drill holes were completed on 4L14. The average drill hole spacing was 100m. Drill holes are well spread throughout the TSF, as presented in Figure 7.3. The TSF has a maximum height of 37.5m. The intersected soil reported higher gold values; thus, the soil was modelled as a separate domain and added to the TSF’s Mineral Resource. Figure 7.3: Knights Complex - 4L14: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 40 7.8 Ergo 7.8.1 7L15 A total of 22 auger drill holes were completed on 7L15. Some holes were twin holes to confirm the results obtained in previous drilling campaigns. The drill hole pattern has an irregular spacing averaging less than 100m (Figure 7.4). Figure 7.4: Ergo Complex - 7L15: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 41 7.8.2 Rooikraal A total of 64 RC drill holes were completed on Rooikraal. Irregular drill hole spacing was due to access challenges (Figure 7.5). An average drill hole spacing of less than 100m was achieved. Figure 7.5: Ergo Complex - Rooikraal: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 42 7.9 Marievale A drill hole map for the Marievale complex is presented in Figure 7.6. An average spacing of 100m was followed. Auger drilling was done in 2020. Figure 7.6: Marievale Complex: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 43 7.10 Grootvlei Complex A total of 34, 31 and 39 drill holes were completed on 6L16, 6L17 and 6L17A, respectively, as shown in Figure 7.7, Figure 7.8 and Figure 7.9. Drill holes completed in 2016 were a combination of auger and RC techniques. All previous campaigns (2008 and 2015) used the auger drilling technique. The grid spacing for 6L16 is approximately 200m-by-200m, while 6L17 and 6L17A have a closer drill hole spacing of approximately 100m-by-100m. Figure 7.7: Grootvlei Complex - 6L16: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 44 Figure 7.8: Grootvlei Complex - 6L17: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 45 Figure 7.9: Grootvlei Complex - 6L17A: Map showing Drill Hole Locations


 
Technical Report Summary of the Material Tailings Storage Facilities 46 7.11 5A10/5L27 A total of 30 drill holes were completed on the 5A10/5L27 sand dumps in 2017. All drill holes were drilled using the auger drilling technique. An irregular spacing of between 50m and 100m was followed. Due to the high height of the sand dump, all holes drilled on top of the middle dump did not intersect the base of the TSF (red color in Figure 7.10). Mining is ongoing on this sand dump. Figure 7.10: 5A10/5L27: Map showing Drill Hole Locations The deepest drilled hole was 52.5m. This drill hole did not intersect the base or soil. The auger drill machine could not drill deeper because the holes collapse at depths due to auger drilling constraints. The RVN Group geologists stopped drilling once they noticed that the hole had collapsed to ensure that only good-quality representative samples were obtained.


 
Technical Report Summary of the Material Tailings Storage Facilities 47 7.12 Daggafontein TSF A total of 55 drill holes were drilled on Daggafontein TSF from 2017 to 2021, as shown in Figure 7.11. The center of the TSF (outlined with a dotted line) could not be accessed for drilling due to the presence of surface water. Figure 7.11 presents the evaluation drilling information for the different drilling campaigns. Only two drill holes were completed in 2017, which were drilled far apart. Drilling campaigns completed from 2018 to 2021 were drilled to infill the drill space to confirm the continuity of mineralization. On average, the drill holes were spaced at a nominal grid of 200m-by-200m and were well spread to ensure that the samples were representative of the TSF. Figure 7.11: Daggafontein Complex - Daggafontein TSF: Map showing Drill Hole Locations 7.13 Logging and Sampling The RVN Group used comprehensive logging and sampling standard procedures, including extensive Quality Assurance (QA) and Quality Control (QC) procedures. In addition, the geologist and drilling supervisor counted the rods after each hole had intersected the soil to confirm the borehole depths. Where samples were split, quartering was done by the geologist on-site to ensure the representativity of these samples. The samples were assigned unique sample identification numbers and tagged before being submitted to the laboratory. In addition, for each sample batch, QC samples were submitted to the laboratory. The RVN Group geologists prepared sample submission sheets that accompanied the samples. Records of the sample data were captured in a database.


 
Technical Report Summary of the Material Tailings Storage Facilities 48 The RVN Group monitored the drilling and sampling process. Logging was qualitative in nature, except for sample intervals. All drill holes were logged in entirety from top to bottom on-site. As drilling progressed, the spiral for auger and rods for RC drilling were cleaned after every drilling run to prevent sample contamination. 7.13.1 Logging Drill holes were logged on-site by The RVN Group geologist using the individual 1.5m samples taken throughout the drill hole. Samples were classified according to whether they were slimes or soil, moist or wet and on color. Logging was done on-site and then captured electronically into a secured database. 7.13.2 Sampling Every drill hole was sampled at 1.5m intervals for the entire length of the hole. The samples were immediately bagged and tagged on site. Sampling (plastic) bags were labelled and tagged with a sample book tag. The drill log and sample book were regularly checked against the drill hole depth as drilling proceeded to ensure compatibility. Samples were noted as “dry”, “moist” or “wet” in the drill log and sample book. The responsible geologist planned sample numbers and the QC samples in a Microsoft Excel spreadsheet and assigned them to the appropriate sample interval. The RVN Group safely and carefully collected, secured and transported the samples from the site to avoid contamination and sample loss. All the samples were presented to the laboratory in an organized and sorted manner with easily understandable documentation, including a fully completed Sample Submission Form. 7.14 Sample Recovery Samples recovered from the TSFs and sand dump material were mostly moist and fine-grained. The sample size was visually checked on-site to ensure they were of a similar size and sufficient quantity. The gold grade did not show a definable relationship with sample weights. The QP considered the recovery and sample quality satisfactory for further evaluation. 7.15 On-site Security Measures Access to the drill sites was restricted to the drilling and The RVN Group teams. Any unauthorized access to the drill sites was prohibited. Drilling sites were demarcated by danger tape and no visitors could cross the demarcated area unless authorized by the QP. Once samples were packed and the bags sealed, no one was allowed to open the bags. 7.16 Collar Survey Data A qualified surveyor from Geografix surveyed the drill hole collar positions using total station surveying equipment and differential GPS instruments. The accuracy of the method was within a 10cm range.


 
Technical Report Summary of the Material Tailings Storage Facilities 49 Collar positions were plotted on satellite images to verify positions and collars plots were inspected. Elevations were compared to the topographic survey. Collar positions were verified to be accurate. The QP is satisfied with the surveying methodology followed. The surveys were performed by a qualified surveyor who has sufficient experience to undertake the task. The surveys were considered by the QP to be of adequate quality for use in the evaluations of the TSFs. No downhole survey measurements were taken as the drill holes were shallow and vertical, and the QP anticipated no deviations. 7.17 Density Determination Bulk densities on the TSFs were measured in situ by Letsatsi Materials Engineering (Proprietary) Limited (a South African National Accreditation System (SANAS) accredited institution for engineering materials testing) using a Troxler densitometer between September 2020 and January 2021. The bulk density measurements included compaction rates and moisture content. The use of densitometers on TSFs and sand dumps is common practice, as TSFs and sand dumps are engineered features with consistent physical properties. The density of the TSF is directly proportional to the compaction rate and material property. As the moisture content increases, density decreases and vice versa. The compaction rate and material property do not vary significantly with depth (TSFs and sand dumps are largely homogeneous); thus, measurements taken at any depth (>10cm) are representative of the TSF and sand dump compartments. Density measurement points were prepared, and measurements were taken per TSF or sand dump. The points were well spread. Preparation of points involved removing the topmost 5cm to 10cm of loose material and flattening (levelling) the surface. Measurements were taken at 150mm and 300mm depths per point. As part of quality control, some points are measured more than once. The statistics of the density measurements are presented in Table 7.2. The average bulk densities determined for the TSFs or sand dump were slightly higher than the 1.42t/m3 that Ergo uses for the TSFs or sand dump they are mining. The mean tests showed that the density is more than 1.42t/m3 with a 95% confidence level. Confidence intervals for the densities indicated, with a 95% confidence level, that the mean density applied at Ergo is within the range. The QP decided to continue using a lower mean density of 1.42t/m3 as it is within the 95% confidence and prediction intervals and passed the mean test. In addition, Ergo has been successfully applying 1.42t/m3 in their mining production reconciliation for more than 15 years. The QP is satisfied using a 1.42t/m3 mean dry bulk density for all the TSFs and sand dumps with the understanding of the upside potential if the mean density is later determined to be higher.


 
Technical Report Summary of the Material Tailings Storage Facilities 50 Table 7.2: Bulk Density Information and Statistics Reclamation Site TSF/Sand Dump Number of Samples Mean Density (t/m3) Standard Deviation (t/m3) Minimum (t/m3) Maximum (t/m3) CoV*** Crown Complex 3L5 60 1.479 0.044 1.353 1.567 0.03 3L7 60 1.443 0.020 1.381 1.485 0.01 3L8 32 1.397 0.028 1.331 1.440 0.02 City Deep Complex 4L3 20 1.419 0.078 1.214 1.560 0.05 4L4 20 1.456 0.031 1.410 1.522 0.02 4L6* - - - - - - Knights Complex 4L14* - - - - - - Ergo Complex 7L15 30 1.513 0.035 1.443 1.591 0.02 Rooikraal 90 1.457 0.051 1.350 1.602 0.04 Marievale Complex 7L4 60 1.457 0.033 1.405 1.526 0.02 7L5 30 1.434 0.047 1.360 1.520 0.03 7L6 60 1.453 0.060 1.335 1.595 0.04 7L7 60 1.461 0.032 1.374 1.548 0.02 Grootvlei Complex 6L16 60 1.543 0.060 1.384 1.643 0.04 6L17 59 1.499 0.038 1.420 1.592 0.03 6L17A 58 1.490 0.044 1.402 1.606 0.03 5A10/5L27 Sand Dumps 5A10/5L27 30 1.529 0.037 1.468 1.596 0.02 Daggafontein TSF Daggafontein 58 1.511 0.058 1.394 1.687 0.04 Total 817 1.480** 0.043 1.214 1.687 0.03 Notes: *no measurements were taken due to access problems **weighted average ***CoV is the abbreviation for Coefficient of Variation


 
Technical Report Summary of the Material Tailings Storage Facilities 51 7.18 Hydrogeological Drilling and Test Work No hydrogeological studies were completed to acquire data on surface and groundwater parameters. However, some relevant hydrological data was captured during drilling and logging by The RVN Group. The RVN Group logs have moisture content recorded based on visual inspection (i.e., dry, moist, wet or watery). Additionally, Ergo installed piezometers in some larger TSFs (Crown Complex and Daggafontein TSF) to monitor water levels. Smaller TSFs are considered low risks as they are dormant and mostly moist to dry; thus, no piezometers were installed. 7.18.1 Crown Complex The QP has classified the GMTS (3L8) TSF as moist to wet and Diepkloof (3L5)and Mooifontein (3L7) TSFs are classified as dry to moist (Table 7.3, Table 7.4 and Table 7.5). Table 7.3: GMTS (3L8) Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 27.0 Dry 27.0 54.0 Moist 54.0 58.5 Wet 58.5 61.5 Watery 61.5 64.5 Wet 64.5 67.5 Watery 67.5 The Base of the TSF Wet The Base of the TSF Soil Moist Table 7.4: Diepkloof (3L5) Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 21.0 Dry 21.0 45.0 Moist 45.0 The Base of the TSF Wet The Base of the TSF Soil Moist Table 7.5: Mooifontein (3L7) Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 30.5 Dry 30.5 36.0 Moist 36.0 The Base of the TSF Wet The Base of the TSF Soil Moist


 
Technical Report Summary of the Material Tailings Storage Facilities 52 7.18.2 City Deep Complex The QP classified the City Deep Complex as moist (Table 7.6, Table 7.7 and Table 7.8). Table 7.6: 4L3 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 31.5 Moist 31.5 The Base of the TSF Wet The Base of the TSF Soil Moist Table 7.7: 4L4 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 The Base of the TSF Moist The Base of the TSF Soil Moist Table 7.8: 4L6 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 13.5 Moist 13.5 The Base of the TSF Wet The Base of the TSF Soil Moist 7.18.3 Knights Complex The QP classified the Knights TSFs as moist (Table 7.9). Table 7.9: 4L14 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 4.5 Dry 4.5 12.0 Moist 12.0 25.0 Wet 25.0 30.0 Moist 30.0 The Base of the TSF Wet The Base of the TSF Soil Moist


 
Technical Report Summary of the Material Tailings Storage Facilities 53 7.18.4 Ergo Complex The QP classified the Rooikraal TSF as moist to wet (Table 7.10 to Table 7.11). The TSF is moist to wet because it is situated closer to the wetland. The 7L15 TSF is moist. Table 7.10: Rooikraal Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 12.0 Moist 12.0 13.5 Dry 13.5 22.5 Wet 22.5 The Base of the TSF Watery The Base of the TSF Soil Moist Table 7.11: 7L15 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 19.5 Moist 19.5 The Base of the TSF Wet The Base of the TSF Soil Moist 7.18.5 Marievale Complex The QP classified the Marievale TSFs as moist to wet (Table 7.12, Table 7.13, Table 7.14 and Table 7.15). The TSF is moist to wet because it is situated closer to the Blesbokspruit stream. All TSFs are east of the Blesbokspruit stream. Table 7.12: 7L4: Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 6.0 Moist 6.0 10.5 Wet 10.5 The Base of the TSF Watery The Base of the TSF Soil Moist Table 7.13: 7L5: Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 1.5 Dry 1.5 12.0 Moist 12.0 The Base of the TSF Wet The Base of the TSF Soil Moist


 
Technical Report Summary of the Material Tailings Storage Facilities 54 Table 7.14: 7L6: Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 4.5 Dry 4.5 15.0 Moist 15.0 The Base of the TSF Wet The Base of the TSF Soil Moist Table 7.15: 7L7: Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 6.0 Dry 6.0 10.5 Moist 10.5 The Base of the TSF Wet The Base of the TSF Soil Moist 7.18.6 Grootvlei Complex The QP classified the Grootvlei TSFs as wet (Table 7.16, Table 7.17 and Table 7.18). The TSFs are wet because they are situated closer to the Blesbokspruit wetland area. The 6L17 and 6L17A TSFs are east of the Blesbokspruit stream, while the 6L16 TSF is located to the west. Table 7.16: 6L16 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 7.5 Moist 7.5 24.5 Wet 24.5 The Base of the TSF Watery The Base of the TSF Soil Moist Table 7.17: 6L17 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 4.5 Dry 4.5 18.0 Moist 18.0 The Base of the TSF Wet The Base of the TSF Soil Moist


 
Technical Report Summary of the Material Tailings Storage Facilities 55 Table 7.18: 6L17A Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 13.5 Dry 13.5 The Base of the TSF Wet The Base of the TSF Soil Moist 7.18.7 5A10/5L27 The QP classified the 5A10/5L27 sand dumps as moist to dry sand dumps. This is because courser grained sand does not trap water like the finer grained tailings slime (Table 7.19). Table 7.19: 5A10/5L27 Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 The Base of the TSF Moist The Base of the TSF Soil Moist 7.18.8 Daggafontein TSF Daggafontein TSF has water on the surface. The QP classified it as wet. It was estimated that at least one million cubic metres of water are on top of Daggafontein TSF (Table 7.20). Table 7.20: Daggafontein Moisture Content Average Depth Moisture Content Commentary From (m) To (m) 0.0 12.0 Dry 12.0 16.0 Moist 16.0 19.5 Wet 19.5 30.0 Watery 30.0 The Base of the TSF Wet The Base of the TSF Soil Moist 7.19 Geotechnical Data, Testing and Analysis No geotechnical testing and sampling were completed on the TSFs and sand dumps. However, stability assessment studies were completed on the TSFs with a greater than 60Mt of Mineral Resource material. In 2022, stability assessments were conducted on Daggafontein TSF and Crown Complex TSFs by Lutails Engineering (Proprietary) Limited. No studies were completed on the other TSFs or sand dumps as they are small, dormant) and pose a low geotechnical stability risk.


 
Technical Report Summary of the Material Tailings Storage Facilities 56 The following were observed on the Daggafontein TSF: • The facility was well-maintained; • The rehabilitation, care and maintenance work has not only kept the TSF in good condition but has improved it over the years and • there was water visible on the top surface. On the Crown Complex TSFs, the following conclusions were made: • There are adequate controls on the dams to prevent stormwater damage, with no significant spillages having occurred over the past few years.; • Vegetation has been established and is thriving on most side slopes, reducing water and wind erosion. • There have been no reports of significant spillages from the Complex over the past few years.; • The basin capacity prevailing on the dams is more than adequate to contain the 1:50 as well as a 1:10 000 probable maximum storm.; • There has been a notable increase in drain flows after the jet-rodding took place. • There is no concern with the phreatic surface on any of the 17 piezometric sections. • Considering the filter drain performance and current piezometric data, the geotechnical stability of the Tailings Dams has been assessed to be satisfactory with all Factors of Safety above 1,5 and most above 1,7. Given the circumstances prevailing on the facility 20 years ago that did cause slope failure at the time and those prevailing today, the probability of failure is now virtually zero. A geotechnical assessment of the Crown and Daggafontein TSFs found that their stability is acceptable and satisfactory. Hydrogeological advice is obtained prior to mining activities as the combination of high moisture content and fine particles could, during mining activities, result in liquefaction and mud rush conditions. A comprehensive risk assessment is undertaken before commencing mining of a TSFs or sand dump to avoid slope failures. Ergo and their mining contractors have procedures to ensure the safe mining of TSFs and sand dumps. Ergo has not reported any significant slope failures associated with the retreatment operations of their TSFs or sand dumps in the past 15 years. The QP is satisfied that the stability studies of the TSFs are sufficient and meet the requirements for the intended purpose.


 
Technical Report Summary of the Material Tailings Storage Facilities 57 8 Sample Preparation, Analyses and Security 8.1 Sampling Governance and Quality Assurance The RVN Group used its standard procedures for data collection, analysis, validation and storage. In addition, regular planned task observations of procedures and their implementations are undertaken to ensure compliance and appropriateness for the drilling program. Training and planned task observations are provided by the QP. The sample chain of custody is managed by experienced geologists from The RVN Group. The QP is satisfied with the QA and QC protocols in place. 8.2 Sample Preparation and Analysis 8.2.1 On-site Sample Preparation All samples were halved on-site by a geologist through the coning and quartering method as the samples were too moist or wet to use a riffle splitter, which has the potential to introduce cross- contamination and bias. The cone and quartering method does not introduce a systematic bias as it involves pouring each sample on a clean, flattened bag (1.0m-by-0.5m). The quartering method is considered appropriate for the TSF material as TSF samples are homogeneous due to the deposition procedure. Figure 8.1 shows the cone and quartering methodology followed. One half is for the metallurgical test and the other half is for a routine exploration sample. Figure 8.1: Cone and Quartering Method Source: Modified after Alakangas, 2015


 
Technical Report Summary of the Material Tailings Storage Facilities 58 Sorting of samples took place on the TSFs and at the storage site at Ergo. Where a field duplicate was required, a selected routine exploration sample underwent a further coning and quartering process. To maintain the validity and integrity of samples and as part of security measures, only geologists worked on the samples, and samples were sealed immediately after preparation. 8.2.2 Laboratories, Sample Preparation and Analyses The samples were sent to the following three reputable laboratories for further preparation and assaying: • MAED at Ergo’s Plant in Brakpan: The facility is not accredited but it is the laboratory used by Ergo for its grade control and daily plant samples. MAED is independent of Ergo, although it is situated in the Ergo Plant. MAED was supplied with all routine exploration samples for analysis; • SGS in Randfontein: SGS is a SANAS accredited facility (T0265) and has been used for the selected analytical method. Randomly selected check samples (approximately 10% of the total samples) from MAED were sent to SGS for confirmation. SGS is independent of Ergo; and • Anglo Lab in Carletonville: Anglo Lab analyzed some check samples for 7L15 TSF in 2016 and 2017 as a secondary laboratory to MAED. The laboratory no longer exists, and it was not SANAS accredited. The laboratory was independent of Ergo. Table 8.1 presents information about where the samples were analyzed. Table 8.1: Laboratories Used TSF/Sand Dump Primary Laboratory Secondary Laboratory Crown Complex 3L5 MAED 3L7 MAED 3L8 MAED City Deep Complex 4L3 MAED SGS 4L5 MAED 4L6 MAED Knights Complex 4L14 MAED SGS Ergo Complex Rooikraal MAED SGS 7L15 MAED SGS and Anglo Lab Marievale Complex 7L4 MAED 7L5 MAED 7L6 MAED 7L7 MAED Grootvlei Complex 6L16 MAED SGS 6L17 MAED SGS 6L17A MAED SGS


 
Technical Report Summary of the Material Tailings Storage Facilities 59 TSF/Sand Dump Primary Laboratory Secondary Laboratory 5A10/5L27 Sand Dump 5A10/5L27 MAED Daggafontein Complex Daggafontein MAED SGS The laboratories sorted and weighed samples on receipts and conducted dry screening to remove foreign material and to ensure no coarse material which would not be treated at the plant was removed. Subsequently, the samples were dried at 105˚C, then crushed to 80% passing 2mm, riffle split and finally pulverized to 75µm before being analyzed. The selected laboratories follow analytical procedures that are conventional industry practice. The samples were analyzed for gold by fire assay with a gravimetric finish by MAED and Atomic Absorption Spectroscopy (AAS) finish by SGS and Anglo Lab. These methods are conventional and have been used for more than 50 years with minor adjustments. The methods have a lower detection limit of 0.01g/t Au and there is no upper detection limit for gravimetric finish. The AAS has a 10g/t Au upper limit. The lower limit is relevant to the TSFs and sand dumps. The TSFs and sand dumps are processed materials and are generally low-grade materials with slightly higher grades than ten times the detection limit. The laboratories were instructed to use a 100g aliquot to analyze for gold. Through experience, it is known that to analyze for gold in low-grade slimes, anything less than a 100g aliquot may report less accurate results. 8.2.3 QP Opinion The QP is satisfied with the sample preparation, analytical methods and level of cleanliness at the analytical laboratories. The analytical techniques employed are suited to the mineralization style and expected grades. The techniques meet the requirements for the intended use. 8.3 Analytical Quality Control 8.3.1 Nature and Extent of the Quality Control Procedures A comprehensive QC program comprising reference material, duplicates and commercially sourced certified blanks was followed. QC samples were inserted by The RVN Group in a random but stratified manner, at frequencies targeting ±10% coverage of all samples. The QC program identifies various aspects of the results that could negatively influence the subsequent evaluation processes. The QC samples were used to monitor the sampling, sample preparation and analytical processes. Analysis of QC data is performed to assess the reliability of all sample assay data and the confidence in the data used for Mineral Resource estimation. All QC sample insertions maintained consecutive numerical order. These control samples were inserted as part of a continuous sample number sequence and the QC samples were not obviously different from routine samples when the milled material was prepared and analyzed. Applying the QC process, it was possible to identify samples that have been swapped, gone missing or incorrectly labelled, amongst other aspects.


 
Technical Report Summary of the Material Tailings Storage Facilities 60 QC samples were sourced from African Mineral Standards (AMIS) based in Modderfontein, Johannesburg. The RVN Group ensured that all standards and blanks were stored in sealed containers and considerable care was taken to ensure that they were not contaminated in any manner (i.e., through storage in a dusty environment or being placed in a contaminated sample bag, etc.). Field duplicates were prepared on-site as the TSF material was already loose and fine-grained. The QC set of samples consisted of: • the certified silica blanks (AMIS0484) from AMIS; • certified reference materials (CRMs) (AMIS0647 with 0.17g/t Au, AMIS0299 with 0.36g/t Au, AMIS0515 with 0.51g/t Au) from AMIS; • standard reference material L-AU015 and L-AU16 with an average value of 0.20g/t Au and 0.30g/t Au, respectively. Standard reference materials with averages of 0.22g/t Au, 0.33g/t Au and 0.74g/t Au were also used; and • field duplicates (prepared through the cone and quartering technique discussed in Item 8.2.1). From 2021, only CRMs were used and the use of in-house standard reference material was discontinued as in-house standards performance was not always consistent. The QP noted that this does not imply that the previous results were of low quality as rigorous quality control assessments were implemented. The new procedure of using only CRM with a matched matrix was implemented because the CRMs come with defined certified values and are easier to monitor. 8.3.2 Quality Control Results Analytical results for the blank and standards are analyzed graphically on control charts to facilitate the identification of anomalous data points. A sufficient number of standards and blanks were inserted into the sample stream. If the standard result was reported outside three standard deviations of the certificate value, a re-assay would be requested for the whole batch from the laboratory. 8.3.3 QP Opinion In the QP’s opinion, the QC samples covered a reasonable range of grades with respect to the overall resource grades and no significant bias was observed. The laboratories’ analytical data indicates overall acceptable precision and accuracy and no evidence of overwhelming contamination by the laboratory that would affect the integrity of the data. As a result, the analytical data from the laboratories is of acceptable integrity and can be relied upon for TSF and sand dump grade estimation. 8.4 Sample Storage and Security Samples were stored at the Archive Store at Ergo’s processing plant in Brakpan. The storage facility is always locked and has an electric fence to prevent unauthorized entry. Sample rejects and pulps are stored for six months after all assays are received from the laboratory and then discarded. In the QP’s opinion, the sample storage and security measures are adequate.


 
Technical Report Summary of the Material Tailings Storage Facilities 61 8.5 Data Storage and Database Management Procedures are in place to ensure the accuracy and security of the databases. Laboratories reported results in Microsoft Excel and *.pdf formats. Information was obtained by RVN Group and captured into a database. Spot checks were randomly performed to identify transcriptional errors. The RVN Group created and validated the database on behalf of Ergo. The database was developed and validated in Microsoft Excel. The database was sent to Ergo for further use and storage. The RVN Group compiled the following key digital databases: • a drill hole database that includes collar location, assay and geology data; • assay quality control data; • density data; and • process samples information. The QP is satisfied with data storage and validation. Database management practices adhere to best practices. The QP is of the opinion that the databases are a fair and accurate record of all drill hole and assay data. The RVN Group has saved the information, including the databases, in the cloud-based storage service as a backup, in line with the latest technological developments. Additionally, data is stored on external hard drives placed in different locations. The RVN Group has provided sufficient provisions to ensure the security and integrity of the data stored in the databases.


 
Technical Report Summary of the Material Tailings Storage Facilities 62 9 Data Verification Post-2016: The QP performed verifications of the data collected. The QP experienced no limitations to the review, analysis and verification of data. The QP did compare a selection of the hardcopy logs with the drill holes database and the logs and database match. The collars were checked by comparing the collars with the topography surface from the surveyor. Collars were also plotted on Google Earth Pro for confirmation. The collars were found to be accurate. Logging, surveying and sampling were monitored by the exploration geologists and verified routinely for consistency. The RVN Group geologists regularly maintain and validate the databases using validation routines and regularly check the drill hole data visually on-screen. A first check consists of identifying duplicate sample numbers or lack of sample information. Paper records are stored in a safe location at Ergo’s Offices. The QP is of the opinion that the data collection, import and validation workflows are consistent with industry standards and are of sufficient quality to support the Mineral Resource estimation. The QP has taken a number of steps to verify the Mineral Resource estimates, including assumptions and inputs into the estimate and the estimation process itself. The QP checked the volume, density and grade, noting that based on historical information, no dilution or mining loss is applied to the Mineral Reserve. The QP conducts quarterly reconciliations of Run-of-Mine (RoM) grade, tonnage, recovery (metallurgical assumptions) and other modifying factors from the ongoing mining operations to demonstrate that the modifying factors applied to the mine plan are as predicted by the geological block model. Actual performance for operational mining areas provides a high level of confidence where similar performance can be expected from future mining areas. The current Mineral Reserves have not demonstrated any material differences in the planned and actual modifying factors. The QP is of the opinion that the data used to estimate the Mineral Reserve is adequate. Historical: Sampling and assaying of the TSFs and sand dumps prior to 2016 is essentially the same as the current work. The only real change noted by the QP is that the sieve size was reduced to 850µm in 2016, where it was 1,000µm previously. Currently, there is no apparent difference between the results using these different sieve sizes. The analytical method is fire assay, a well-established technique used in South African gold mines. The methods differed slightly over time and between laboratories, but the results are consistent within a TSF. Aliquot sizes have been either 100g or 125g, depending on the laboratory used. Quality control systems are in place in laboratories to monitor accuracy and precision.


 
Technical Report Summary of the Material Tailings Storage Facilities 63 10 Mineral Processing and Metallurgical Testing 10.1 Nature and Extent of the Metallurgical Testing Method Samples were received from the various drilling exercises in 1.5m increments per hole. Composites were made over a 15m horizon, as this corresponds with the monitoring/mining depth. The TSFs and sand dumps were generally divided into a top, middle and bottom horizon, depending on the height of the TSF or sand dump. The TSFs were also divided in plan into domains, providing distinct samples for metallurgical test work. 10.2 Procedure 10.2.1 Slime Material The individual samples were split in two using a blending mat and cone and quartering methods. One half of the sample was returned to the sample bag for possible future use and for reference. The other half was composited as per the areas/horizons or domains alluded to earlier. The composite was well mixed and sub-samples were taken for test work at Ergo Metallurgical Research laboratory or at the Maelgwyn South Africa (Proprietary) Limited’s laboratory. The proposed processing route for all TSF and sand dump material is hydraulic mining, cyaniding in a Carbon-in-Leach (CIL) circuit and then carbon eluted for gold recovery before it is recycled back to the leach circuit. The eluate (gold bearing solution from the elution circuit) is sent to the zinc precipitation process, where gold is recovered from the solution on zinc dust. The zinc is filtered before it is calcined. The calcine cake is then smelted to produce gold bullion. A standard bottle roll test was done on each composite using the following leaching parameters: • samples slurried to a density of 1.45t/m3; • screened to remove +850µm discard material; • head sample was taken for triplicate fire assay; • pre-conditioning with lime for one hour to a stable pH of 10.5; • cyanide added at 0.35kg/t; • activated carbon added at 20g/l; • leach terminated after seven hours; • solids filtered and washed twice and solutions tested for residual reagents and gold content; • residue assays done in triplicate. 10.2.2 Sand Material Metallurgical test work was conducted on 5A10/5L27 sand dump drilling samples. The objective of the test work was to validate the gold grades received from the Mineral Resource Management (MRM) Department, assess the milling requirements and evaluate the leach kinetics/characteristics of the material. The dump was partitioned into four sections. The average gold grade received from the MRM Department for Section 1 was 0.62g/t, Section 2 was 0.30g/t, Section 3 was 0.51g/t and Section 4 was 0.41g/t. The average gold grade obtained from metallurgical research test work for Section 1 was 0.62g/t, Section 2 was 0.30g/t, Section 3 was 0.51g/t and Section 4 was 0.39g/t.


 
Technical Report Summary of the Material Tailings Storage Facilities 64 The samples were milled over varying durations and milling curves plotted to determine the optimum milling time. The milling curves indicate that the optimum milling duration achieving at least 60% - 75µm is 2.5 hours for Section 1 and two hours for Sections 2, 3 and 4. Leach tests were then conducted on the milled product and the results confirm that gold yield increases with increased milling time. The respective 5A10 material responds well to cyanide leach as desired dissolution of 60% was attained for all Sections at the above milling durations. Preg-robbing tests were also conducted on material from Sections 1 and 3 and the results indicate that there is no significant preg-robbing material. 10.3 Representative of the Samples Drill holes were drilled on a defined grid down to the soil. The samples received were correctly split and composited and are considered to be representative of the various volumes within the TSFs. 10.4 Details of the Laboratories The Ergo Metallurgical Research Laboratory, located in Brakpan inside the Ergo processing plant, is geared to perform bottle roll testing on a routine basis with skilled technicians. Internal accounting checks are undertaken to ensure the accuracy of the work done. The laboratory is not accredited and is the internal test facility for Ergo. The laboratory is not independent of Ergo. Gold analysis is performed at MAED laboratory, an independent, unaccredited laboratory located in the Ergo processing plant. The Maelgwyn South Africa (Proprietary) Limited (Maelgwyn) laboratory, situated in Northriding, is accredited for International Organization for Standardization (ISO 9001:2025) to perform gold leaching test work with their assays analysis conducted by the SGS laboratory, in Randfontein. SGS is an SANAS accredited facility (T0265) for gold analysis. Both the Maelgwyn and SGS laboratories are independent of Ergo. 10.5 Results The main assumption was that the laboratory procedure emulates the processing plant and historical test work has shown to be a fair assumption. To accommodate the dissolved loss encountered in the processing plant, an allowance of 0.008g/t Au is made to estimate the predicted recovery in the plant.


 
Technical Report Summary of the Material Tailings Storage Facilities 65 Table 10.1 presents the results of metallurgical test work. Table 10.1: Summary of Predicted Ergo Processing Plant Performance TSF/Sand Dump Head Au (g/t) Washed Residue Au (g/t) Dissolution Loss Au (g/t) Recovery (%) Analysis Laboratory Crown Complex 3L8 (GMTS) 0.25 0.14 0.008 41 Ergo 3L7 (Mooifontein) 0.23 0.13 0.008 40 Ergo 3L5 (Diepkloof ) 0.23 0.14 0.008 36 Ergo City Deep Complex 4L3 0.32 0.12 0.008 60 Ergo 4L4 0.37 0.21 0.008 41 Ergo 4L6 0.31 0.12 0.008 58 Ergo Knights Complex 4L14 0.28 0.15 0.008 44 Maelgwyn/Ergo Ergo Complex Rooikraal 0.25 0.17 0.008 36 Ergo 7L15 0.28 0.14 0.008 47 Maelgwyn/Ergo Marievale Complex 7L4 0.29 0.13 0.008 52 Ergo 7L5 0.30 0.19 0.008 34 Ergo 7L6 0.24 0.16 0.008 30 Ergo 7L7 0.34 0.2 0.008 39 Ergo Grootvlei Complex 6L16 0.25 0.17 0.008 33 Maelgwyn/Ergo 6L17 0.26 0.13 0.008 47 Maelgwyn/Ergo 6L17A 0.26 0.15 0.008 39 Maelgwyn/Ergo 5A10/5L27 Sand Dumps 5A10/5L27 0.49 0.21 0.008 60 Ergo Daggafontein TSF Daggafontein 0.25 0.16 0.008 35 Ergo Note: The head grades reported are from composites analyzed and may slightly differ from the average grades reported for the Mineral Resource and Mineral Reserves. The QP considers the difference immaterial and the disclosure of head grades a best practice. 10.6 Interpretation of the Results Table 10.1 summarizes the metallurgical test work that has been done on the various TSFs and sand dumps. In the table under the ‘comments’ column, an indication as to which laboratories carried out the test work is given. The head grade and washed residue are the results achieved in the laboratory. In order to predict how the material would respond to treatment in the Ergo processing plant, a dissolved gold loss of 0.008g/t Au has been applied. In general, the head grades vary between 0.25g/t Au and 0.32g/t Au. The response to cyanidation is varied which could be due to numerous factors such as different mineralogy from different sites.


 
Technical Report Summary of the Material Tailings Storage Facilities 66 10.7 QP Opinion In the opinion of the QP, data derived from metallurgical test work is adequate for designing processing facilities and techniques and provides suitable grade and recovery predictions for use in the LoM plans. Confidence is further increased by processing plant performance demonstrated through reconciliation for over 15 years. The metallurgical process is well-tested and utilized by numerous tailings retreatment operators in South Africa and elsewhere. There were no processing factors or deleterious elements that could significantly affect reasonable prospects of economic extraction.


 
Technical Report Summary of the Material Tailings Storage Facilities 67 11 Mineral Resource Estimates The gold grade estimation was completed using two modelling techniques: Inverse Distance Weighting (IDW) to the power of 2 and validation using the Nearest Neighbor (NN) technique. The techniques reported a similar average global gold grade with no significant conditional bias. The Mineral Resource estimation was declared using the IDW to the power of 2. The estimation approach was considered appropriate based on the review of several factors, including the quantity and spacing of available data, the interpreted control on mineralization, the style and geometry of the mineralization as well as geological logging and additional information recorded from the drill holes. TSFs and sand dumps are man-made engineering features which was considered in the estimation process. Ordinary Kriging was considered unnecessary for TSF and sand dump evaluation as the main aim was to obtain global averages rather than local variations considering the envisaged or applied mining method. Mineral Resources were estimated for all the TSFs, and the estimation procedures are similar in approach for all the TSFs and sand dumps. However, each TSF and sand dump is treated as a separate entity as each has differences due to location, data distribution and characteristics of the material. Estimation procedures and parameters are given individually per TSF or sand dump. All tailings material is above the current land surface and continuity of grade within the TSFs is defined based on +/-100m drill hole spacing. The tailings material has been processed through a metallurgical treatment plant that ejects a waste residue that is relatively uniform when compared with the natural deposit from which the material is derived. The variation between samples in drill hole is small (0.1g/t to 1.0g/t) in comparison to in situ gold deposits. However, the percentage difference may be huge as is the case with trace elements. Datamine’s Studio RM, a geological modelling software, was used as the modelling tool. Most of the statistical and geostatistical study was completed using SAS JMP Pro and the RStudio, an open- source integrated development environment for “R”, a programming language for advanced statistical computing and graphics. Mineral Resource estimates are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into a Mineral Reserve. The Mineral Resource estimates for all the TSFs and a sand dump are declared as follows: • the point of reference is in situ. The TSFs or sand dumps themselves are the reference points; • no geological or other losses were applied as all material is accessible and there are no geological structures; • Mineral Resource estimates are stated as both inclusive and exclusive of Mineral Reserves as defined in Subpart 1300 of Regulation S-K; and • the Mineral Resource is 100% attributable to Ergo. DRDGOLD, the registrant, owns 100% of Ergo. Item 11.1 to Item 11.7 present the methodology followed a similar methodology for all the TSFs and sand dumps. Item 11.9 to Item 11.16 provides details for each complex, TSF or sand dump.


 
Technical Report Summary of the Material Tailings Storage Facilities 68 The 80 smaller TSFs and clean-up material contribute about 10% of the total Mineral Resource estimates by tonnage. The Mineral Resource estimates in these smaller dumps pose a less than material risk to Ergo. Their Mineral Resource was estimated from survey information, production and/or historical data, applying straight arithmetic averages as the TSFs or clean-up sites are too small to be evaluated by 3D modelling. The QP considered the inclusion of the TSFs and clean-up operations as appropriate and has conducted verification checks to support their inclusion. The Mineral Resource estimates of these TSFs and clean-up operations are not discussed individually but are part of the total Mineral Resource for Ergo. 11.1 Volume Modelling For all material TSFs, three-dimensional (3D) modelling was completed using drill hole information and survey data. Volumes were estimated using a top surface defined by a ground survey and associated digital terrain model. The bases of the TSFs were defined by the drill hole data and the edges of the TSFs. All drill holes, where possible, were drilled to intersect soil at the base of the TSFs. The block models were constructed inside of this volume. Tonnages and grades were then extracted from the block models. 11.2 Bulk Dry Density An average dry bulk density of 1.42t/m3, described in Item 7.17, was applied to all the TSFs and the sand dumps. The tonnes were reported as dry tonnes. 11.3 Exploratory Data Analysis Exploratory data analysis was done on raw and composited gold data. Samples were collected at 1.5m intervals. For the IDW estimation method, the sample lengths were adequate. The samples were further composited to 6m to allow for NN estimation, as the modelled blocks were 6m high to represent bench height. Samples were composited based on mean sea level to mimic deposition. This allowed for estimations to be carried out based on the levels. The requirement for high-grade capping was assessed to ascertain the reliability and spatial clustering of the high-grade data. The steps completed as part of the high-grade capping assessment are summarized below: • review of the data to identify any data that deviates from the general data distribution. This was completed using histograms and log probability plots; • review of plots comparing the contribution to the mean and standard deviation of the highest-grade data; and • visual review in 3D to allow assessment of the clustering of the higher-grade data. 11.4 Estimation Techniques The estimation was constrained by the mineralization interpretations. The statistical characteristics of the available sample information and the spatial distribution aided the definition of the estimation parameters, such as search volume and orientation of the search ellipses.


 
Technical Report Summary of the Material Tailings Storage Facilities 69 The IDW (to the power of 2) and NN method of estimation were chosen as the most appropriate methods for evaluation of TSFs and sand dumps, as the dataset for each TSF and sand dump is generally homogeneous (laterally), grade variations are small due to deposition technique and the drill holes are well spread and spacing is moderately wide. The methods, when applied appropriately, retain the grade variation of the deposit, as opposed to an arithmetic average, and is simpler and more appropriate for TSF or sand dump evaluation than other advanced estimation techniques such as Ordinary Kriging. These estimation techniques have been found to be reliable by Ergo over the last 15 years of mining TSFs and sand dumps. Hard domain boundaries were used throughout, preventing samples lying outside the domain from being used for the estimation meaning slime and soil samples were separated during the estimation process. A three-pass estimation strategy was applied to each zone, applying an expanded and less restrictive sample search to the second and subsequent estimation passes and only considering blocks not previously assigned an estimate. However, over 80% of the estimates were completed in the first pass. A record was kept of the number of samples used to estimate the grade into a block. The variance of each block and the search volume that satisfied the criteria used to select samples for use in the estimation of each block are also recorded. Estimation and reporting of metal equivalents was deemed irrelevant; estimation is only done for gold. 11.5 Modelling and Estimation Parameters The parent block size for all the TSFs and sand dumps was largely based on the average drill spacing and sample compositing interval. The height of the original dump benches is approximately 5m to 6m. The parent block size is selected to estimate the deposit approximates half the drill hole spacing and maps the bench height. Sub-blocking was allowed for a good volume definition. 11.6 Model Validation A routine validation process was followed for all the TSFs and sand dumps. All relevant statistical information was recorded to enable validation and review of the estimates. The recorded information included: • the number of samples used per block estimate; • average distance to a sample per block estimate; • estimation flag to determine in which estimation pass a block was estimated; and • the number of drill holes from which composite data were used to complete the block estimate.


 
Technical Report Summary of the Material Tailings Storage Facilities 70 The estimates were reviewed visually and statistically prior to being accepted. The review included the following activities: • comparison of volume estimates between the block model, the 3D wireframe model and the surveyor's report; • check for global bias through comparison of the estimate versus the mean of the composite dataset, including weighting where appropriate to account for data clustering; • histogram comparison of grade block distribution versus composite grade distribution; • visual checks of cross-sections, long-sections and plans; and • where production data was available, reconciliation was carried out as part of the model validation process. Alternative estimates were also completed to test the sensitivity of the reported model to the selected interpolation parameters. An insignificant amount of variation in overall grade was noted in the alternate estimations. The results were satisfactory for the level of accuracy anticipated for TSF evaluation. 11.7 Technical and Financial Parameters In determining the cut-off grades of the Mineral Resources, the QP applied the data presented in Table 11.1. The QP considered the gold price, exchange rate and working cost per tonne (long-term prices as at 30 June 2023), as applied, reasonable for use in declaring the Mineral Resources. Justification for the financial parameters used is detailed in Item 16, in particular Item 16.2. Additional technical parameters per TSF or sand dump are presented in the relevant items. The QP considered both technical and financial parameters (infrastructure, mine design and planning, processing plant, environmental compliance and permitting) to justify the reasonable prospects for economic extraction. All complexes except Crown and Grootvlei Complexes have studies conducted to a PFS level of accuracy (i.e., +/- 25%). For the Crown and Grootvlei Complexes, initial assessments were completed. Table 11.1: Financial and Technical Data considered for Mineral Resource Element Unit Value Mineral Resource Gold Price USD/oz 1,934 Mineral Resource Gold Price ZAR/kg 1,081,261 Exchange Projection ZAR/USD 17.39 Working Costs per Tonne (slimes) ZAR/t 85.12 Working Costs per Tonne (sand) ZAR/t 223.38 Note: The average working cost for the Ergo Processing Plant over the 19-year LoM plan is used to estimate cut-offs. The QP has considered that Ergo does not selectively mine a TSF. The average grade of the TSF is used to determine whether or not a TSF is mined in its entirety. Where the average grade of the TSF is above the cut-off grade, all the material in the TSF or sand dump is considered to be mined. The QP applied no block cut-off. A cut-off grade is also determined per Complex. A TSF may report an average gold grade below a cut-off grade, but when included in a complex, the total complex should be above the cut-off grade. See Table 11.2 for the cut-off information. The QP determined cut-off grades using the formula presented in Item 12.2.


 
Technical Report Summary of the Material Tailings Storage Facilities 71 Table 11.2: Mineral Resource Estimate Cut-off Grades TSF/Sand Dump Recovery Cut-off Grade (%) (g/t) Crown Complex 3L8 (GMTS) 41 0.192 3L7 (Mooifontein) 40 0.197 3L5 (Diepkloof) 36 0.219 City Deep Complex 4L3 60 0.131 4L4 41 0.192 4L6 58 0.136 Knights Complex 4L14 44 0.179 Ergo Complex Rooikraal 36 0.239 7L15 47 0.167 Marievale Complex 7L4 52 0.151 7L5 34 0.232 7L6 30 0.262 7L7 39 0.202 Grootvlei Complex 6L16 33 0.239 6L17 47 0.167 6L17A 39 0.202 5A10/5L27 Sand Dump 5A10/5L27 60 0.344 Daggafontein TSF Daggafontein 35 0.225 The following statements apply to all Mineral Resources tables: • Mineral Resources are not Mineral Reserves; • Mineral Resources are reported inclusive and exclusive of Mineral Reserves; • Mineral Resources have been reported in accordance with Subpart 1300 of Regulation S-K; • Mineral Resources were estimated using the $1 934/oz, R17.39 and R1 081 261/kg financial parameters; • the recovery information is presented in Table 11.2; • the reference point is in situ; • a troy ounce = 31.1034768g; and • quantities and grades were rounded to reflect the accuracy of the estimates; any apparent errors are insignificant.


 
Technical Report Summary of the Material Tailings Storage Facilities 72 11.8 Uncertainties and Classification Criteria Definitions for Mineral Resource categories used in this report are those defined by the Security and Exchange Commission in Subpart 1300 of Regulation S-K. Mineral Resource Estimates are classified to reflect the increased level of geological confidence into Inferred, Indicated and Measured Mineral Resource categories. By their nature, all Mineral Resource estimates carry inherent risk and uncertainty depending on various factors, including interpretation of data, drilling data quality, uncertainty in the survey and metallurgical test work data collected and the modelling process. However, Ergo has been in operation for more than 15 years, treating TSFs and sand dumps and has sufficiently mitigated Mineral Resource risks through obtaining sufficient sampling information. Some uncertainties were resolved through reconciliations, process improvement and the use of experienced personnel in data collection and interpretation. The QP based the Mineral Resource categorization on the robustness of the various data sources available, the confidence of the geological interpretation and various estimation parameters (e.g., distance to data, number of data, maximum search radii etc.) and reconciliation data where it is available. The QP considers the Mineral Resource classification as a function of the confidence of the whole process from drilling, sampling, geological understanding and variables relationships. TSFs and sand dumps are evaluated individually and there are no blanket classification parameters as TSFs and sand dumps are different. However, drill hole spacing and data quality contribute significantly to the classification confidence. Each TSF or sand dump has its classification criteria discussed separately. The Mineral Resource confidence is assessed via internal peer reviews, with no material issues identified. Mineral Resources have reasonable prospects for economic extraction and the QP considered a range of mining, processing, infrastructural, social, environmental and permitting factors. 11.9 Crown Complex 11.9.1 Exploratory Data Analysis Statistical analysis of data was completed as presented in Figure 11.1 to Figure 11.8. Data was analyzed as raw, capped and composites. There was no material changed between the data sets. The data sets show a positively skewed distribution. Based on the high-grade cap investigations, high-grade caps were selected and applied to the raw dataset: • 3L7 (Mooifontein): gold grades were capped at 0.60g/t; • 3L8 (GMTS): gold grades were capped at 0.60g/t; and • 3L5 (Diepkloof): two domains (compartments) were modelled and gold grades were also capped at 0.60g/t. Capping was only applied to raw data and its impact on the mean was immaterial.


 
Technical Report Summary of the Material Tailings Storage Facilities 73 3L5 (Diepkloof TSF) was domained into two areas because of physical separation between the two compartments (Homestead and Diepkloof). Figure 11.1: 3L7 (Mooifontein): Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 74 Figure 11.2: 3L7 (Mooifontein): Distribution of Composited Gold Data Figure 11.3: 3L8 (GMTS): Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 75 Figure 11.4: 3L8 (GMTS): Distribution of Composited Gold Data Figure 11.5: 3L5 (Diepkloof: Diepkloof): Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 76 Figure 11.6: 3L5 (Diepkloof: Diepkloof): Distribution of Composited Gold Data Figure 11.7: 3L5 (Diepkloof: Homestead): Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 77 Figure 11.8: 3L5 (Diepkloof: Homestead): Distribution of Composited Gold Data 11.9.2 Modelling and Estimation Parameters Half the drill hole spacing was chosen as the block size. Block size of 100m-by-100m-by-6m was chosen for the TSFs. Sub-celling was allowed for better volume definition. The sample search parameters are supplied in Table 11.3. Table 11.3: Search Parameters: Inverse Distance Estimation Method TSF Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites X (m) Y (m) Z (m) 3L7 (Mooifontein) Mooifontein 1 300 300 6 5 20 2 600 600 12 5 20 3 900 900 18 5 20 3L8 (GMTS) GMTS 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10 3L5 (Diepkloof) Homestead 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10 Diepkloof 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10


 
Technical Report Summary of the Material Tailings Storage Facilities 78 11.9.3 Technical and Economic Factors 11.9.3.1 Site Infrastructure Crown Complex is located in a well-developed area (Johannesburg) with most mining infrastructure in place. Johannesburg is a megacity and is one of the 100th largest urban cities in the world. Johannesburg was established in the 1880s following the discovery of gold. Roads: Access to the Crown Complex is via the N1 highway and a network of well-maintained paved road systems. Power: Power requirements are primarily for the operation of pumps and site offices. Power is sourced from the national supplier, the Electricity Supply Commission (Eskom). There is a power supply from the 17# Shaft substation to the surrounding areas and the TSFs. Site Offices and Workshop: Site offices are typically established by mining contractors as part of the mining contract. Workshops for maintenance of roads, pumps and pipelines are based at the Ergo processing plant and no additional infrastructure is required. Crown Complex is situated in the City of Johannesburg, so other specialized services could be sourced from the private workshops. Pumps and Pipelines: Before mining could start, the pump station and pipeline to the Ergo processing plant in Brakpan need to be completed. A pipeline of approximately 20km will be required to supply slime to City Deep. There is already a pipeline infrastructure to transport slime to Ergo Plant from City Deep; this may need to be upgraded along with a water supply pipeline at a later stage. Water: Water is required during mining as the hydraulic mining method is suitable for Crown Complex. A Mining Right renewal application has been launched. Crown Complex has the majority of the water uses authorized and would only require minor amendments, but this would only be 100% defined when the entire scope and design of the project is finalized. Ergo is confident that it could meet the formal requirements for a water use license to be issued. Tailings Deposition Site: Ergo expects permits for a Crown Complex deposition site to be granted closer to reclamation once it is eventually included in the future LoM plan. Refer to Item 15.7 for more detail on deposition plans. 11.9.3.2 Mine Design and Planning Hydraulic mining is suitable for the Crown Complex. Hydraulic mining can loosely be defined as the excavation of material from its in situ state using water. A stream of water is directed at the tailings material with the purpose of mechanically breaking and/or softening the material so that it can be carried away by the water flow. The application or effectiveness of the method is a function of a variety of factors ranging from the size, velocity and pressure of the water stream to the location, hardness, particle size and moisture content of the material to be mined. Hydraulic mining is typically undertaken using 100mm or 150mm monitor guns, with increased production achieved by the inclusion of additional units. This provides a high degree of flexibility that allows simultaneous mining at a number of points over a wide range of production rates. Consequently, grade blending is readily achievable.


 
Technical Report Summary of the Material Tailings Storage Facilities 79 A production rate of 3 x 600ktpm is assumed from Crown Complex due to pipeline capacity. 11.9.3.3 Processing Plant Crown Complex material could be processed at Ergo’s processing plant as discussed in Item 10 and the results presented in Table 10.1. The slime material is not significantly different to the tailings material processed at the Ergo processing plant. The Ergo processing plant details are in Item 14. 11.9.3.4 Environmental Compliance and Permitting A Mining Right renewal application was launched with the DMRE. Compliance and permitting are discussed in Item 3.2 and 17. 11.9.3.5 Initial Assessment Results The QP’s opinion is that there is a reasonable prospect for economic extraction based on the total mix of technical and financial factors discussed. A cut-off grade is discussed in Item 12.2.11.7. 11.9.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources is given in Table 11.4. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.4: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques RC drilling technique to international standards High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery was considered satisfactory and was acceptable for mineral resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying A comprehensive QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Data points were well spread, though widely spaced. Approximately 200m-by-200m spacing was followed Moderate Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Bulk Density A mean density of 1.42t/m3 was considered reasonable High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN and Inverse Distance High


 
Technical Report Summary of the Material Tailings Storage Facilities 80 The drill hole spacing was approximately 200-by-200m on all the TSFs. With this grid, the grade, floor elevation and TSF geometry were estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the TSFs. All TSFs’ material was classified as Indicated Mineral Resources. No Measured Mineral Resource was declared as the drill space is still too wide to conclusively define grade continuity and volume. No Inferred Mineral Resource was declared as drilling provided sufficient information. The data or supporting information is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. 11.9.5 Mineral Resource Statement As no Mineral Reserve was declared, inclusive is equal to exclusive Mineral Resource for the Crown Complex (Table 11.5). Table 11.5: Crown Complex Mineral Resource Estimate (Exclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) Measured Mineral Resources - - - - - - Mooifontein (3L7) Indicated 67,559 0.23 499,577 67,559 0.23 499,577 GMTS (3L8) Indicated 107,450 0.25 863,649 107,450 0.25 863,649 Diepkloof (3L5) Indicated 97,988 0.23 724,589 97,988 0.23 724,589 Sub-total Indicated Mineral Resources 272,997 0.24 2,087,815 272,997 0.24 2,087,815 Sub-total Measured and Indicated Mineral Resources 272,997 0.24 2,087,815 272,997 0.24 2,087,815 Inferred Mineral Resources - - - - - - Total Mineral Resource 272,997 0.24 2,087,815 272,997 0.24 2,087,815 11.9.6 Mineral Resource Changes There was no change in Mineral Resource as no drilling, mining or additional deposition was done on Crown Complex. 11.9.7 Mineral Resource Risks and Uncertainty The application to renew the Mining Right was launched in 2014 and Ergo has since been constantly engaging with the DMRE. This report has considered section 24(5) of the MPRDA, as amended; as quoted below: “A mining right in respect of which an application for renewal has been lodged shall despite its expiry date remain in force until such time as such application has been granted or refused.” The QP classified the overall Mineral Resource risk as medium due to the lower grades of the Crown Complex.


 
Technical Report Summary of the Material Tailings Storage Facilities 81 In the opinion of the QP, no further technical work is required as the drilling program provided sufficient data to define grade and tonnage. 11.10 City Deep Complex 11.10.1 Exploratory Data Analysis Figure 11.9 to Figure 11.14 show the frequency distributions of the gold grades on 4L3, 4L4 and 4L6. Data was analyzed as raw, capped and composites. There was no material change between the data sets. The data sets show a positively skewed distribution. Based on the high-grade cap investigations, high-grade caps were selected and applied to the raw dataset. A little/insignificant reduction in the available metal is noted. • 4L3: capped at 0.65g/t Au; • 4L4: capped at 0.65g/t Au; and • 4L6: capped at 0.50g/t Au. Figure 11.9: 4L3: Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 82 Figure 11.10: 4L3: Distribution of Composited Gold Data Figure 11.11: 4L4: Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 83 Figure 11.12: 4L4: Distribution of Composited Gold Data Figure 11.13: 4L6: Distribution of Raw Gold Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 84 Figure 11.14: 4L6: Distribution of Composited Gold Data 11.10.2 Modelling and Estimation Parameters A block model with 100m-by-100m blocks was constructed for 4L3, 4L4 and 4L6 inside the respective volumes. Tonnages and grades were estimated into the block model. The parent block sizes selected to estimate the deposit approximate the drill hole spacing. The tailings bench heights are 5m to 8m high. The QP selected 6m in the Z direction for the City Deep Complex to correspond with the average bench height. The sample search parameters are supplied in Table 11.6. Table 11.6: Search Parameters: Inverse Distance Estimation Method TSF Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites X (m) Y (m) Z (m) 4L3 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10 4L4 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10 4L6 1 400 400 10 4 10 2 800 800 20 4 10 3 1,200 1,200 30 4 10


 
Technical Report Summary of the Material Tailings Storage Facilities 85 11.10.3 Technical and Economic Factors Item 13 to Item 19 were considered in declaring the Mineral Resource estimates. 11.10.4 Mineral Resource Classification Criteria An additional list of the criteria used by the QP to classify the Mineral Resource estimates in addition to the statistical parameters is given in Table 11.7. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.7: Confidence Levels of Key Criteria for Classification of the TSFs Mineral Resources Items Discussion Confidence Drilling Techniques Auger to industry standards High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery is estimated as >90% and was considered acceptable for Mineral Resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and was submitted directly for sampling High Quality of Assay Data Available data is of robust quality High Verification of Sampling and Assaying A comprehensive QC program was implemented High Location of Sampling Points Survey of all collars and TSF surfaces High Data Density and Distribution Approximately 100m-by-100m spacing was followed High Geological Interpretation Geometry is known accurately High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques Inverse distance used for resource declaration. NN used for validation High The QP classified the Mineral Resources into the Measured Mineral Resource Category as the drill hole spacing was tight enough (approximately 100m apart) to provide sufficient evidence of grade continuity and estimate tons with high confidence. No Indicated and Inferred Mineral Resources were declared.


 
Technical Report Summary of the Material Tailings Storage Facilities 86 11.10.5 Mineral Resource Statement Table 11.8 to Table 11.9 present Mineral Resources for 4L3, 4L4 and 4L6 as at 30 June 2023. Table 11.8: City Deep Complex Mineral Resource Estimates (Inclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 4L3 Measured 13,134 0.32 135,126 13,134 0.32 135,126 4L4 Measured 4,738 0.32 48,746 4,738 0.32 48,746 4L6 Measured 2,410 0.31 24,020 2,410 0.31 24,020 Sub-total Measured Mineral Resources 20,282 0.32 207,891 20,282 0.32 207,891 Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources 20,282 0.32 207,891 20,282 0.32 207,891 Inferred Mineral Resources - - - - - - Total Mineral Resource 20,282 0.32 207,891 20,282 0.32 207,891 Table 11.9: City Deep Complex Mineral Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 4L3 Measured - - - - - - 4L4 Measured - - - - - - 4L6 Measured - - - - - - Sub-total Measured Mineral Resources - - - - - - Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resources - - - - - - Total Mineral Resource - - - - - - 11.10.6 Mineral Resource Changes There was no change in Mineral Resources as no drilling, mining or additional deposition was done on 4L3, 4L4 and 4L6 TSFs. 11.10.7 Mineral Resource Risks and Uncertainty The QP’s opinion is that the overall grade and tonnage estimates are reasonable for mine planning based on the drill hole data and assay statistics. The gold price fluctuations present the main risk to the declared Mineral Resource estimates.


 
Technical Report Summary of the Material Tailings Storage Facilities 87 Risks of grade, continuity of mineralization and tonnes were mitigated through a reasonable drilling space, validation procedures, metallurgical testing, advanced statistical analyses and the use of robust modelling techniques. The QP classified the overall Mineral Resource risk as low. In the opinion of the QP, no further technical work is required as the drilling program provided enough data to define continuity. 11.11 Knights Complex 11.11.1 Exploratory Data Analysis Statistics of the sample population from raw, capped and composited data are given in Figure 11.15. At 4L14, both slime and soil were mineralized, with soil having a maximum grade of 1.96g/t Au. The spread of both the slimes and soil data is not large which indicates that the grade variability is low. The gold grades for soil were capped at 0.94g/t to reduce the over-estimation of soil gold resources. Capping reduced the mean by about 10%; however, this is due to a lack of data rather than a large volume of high-grade material. The slimes grades were composited into 6m intervals. The soil domain was not composited as there was not enough data. The 6m composites were based on numerous statistical tests and bench height. The bench height is 5m to 6m high. Figure 11.15: 4L14: Distribution of Slime Raw Data


 
Technical Report Summary of the Material Tailings Storage Facilities 88 Figure 11.16: 4L14: Log Distribution of Slime Raw Data Figure 11.17: 4L14: Distribution of Slime 6m Composited Data


 
Technical Report Summary of the Material Tailings Storage Facilities 89 Figure 11.18: 4L14: Log Distribution of Slime 6m Composited Data Figure 11.19: 4L14: Distribution of Soil Raw Data


 
Technical Report Summary of the Material Tailings Storage Facilities 90 Figure 11.20: 4L14: Log Distribution of Soil Raw Data Figure 11.21: 4L14: Distribution of Soil Raw Capped Data


 
Technical Report Summary of the Material Tailings Storage Facilities 91 Figure 11.22: 4L14: Log Distribution of Soil Raw Capped Data 11.11.2 Modelling and Estimation Parameters 4L14: The parent block size for the TSF was based on the average drill spacing and compositing interval. The height of the dump benches is around 5m to 6m. The parent block size selected to estimate the deposit approximates half the drill hole spacing. Sub-blocking was allowed for good volume definition. The soil was modelled as a separate domain. The soil was modelled because it had high gold values; the QP attributed this high gold value to gold remobilization from the TSF. Estimation Parameters for 4L14 are given in Table 11.10. Table 11.10: 4L14: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites Maximum Number of Composites per Drill Hole X (m) Y (m) Z (m) Slime 1 500 500 12 5 10 2 2 1,000 1,000 24 5 10 2 3 1,500 1,500 36 5 10 2 Soil - - - - - - - - - - - - - - - - - - - - -


 
Technical Report Summary of the Material Tailings Storage Facilities 92 A number of search parameters were tested; optimum parameters were chosen by the QP. 11.11.3 Technical and Economic Factors Item 13 to Item 19 were considered in declaring the Mineral Resource Estimates. The technical studies were done at a PFS level. As at 30 June 2023, there were no mining activities on 4L14. 11.11.4 Mineral Resource Classification Criteria The 4L14 TSF was classified using a number of criteria including data density, estimation statistics and TSF knowledge and interpretation. For classification purposes, blocks estimated within the first search radius were classified as Measured Mineral Resources. The TSFs were classified as Measured Mineral Resources. A list of the criteria used to classify the Mineral Resources in addition to the statistical parameters, is given in Table 11.11. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.11: Confidence Levels of Key Criteria for Classification of the 4L14 TSF Mineral Resources Items Discussion Confidence Drilling Techniques Auger to international standards High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery is estimated as >90% and is considered acceptable for Mineral Resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and can be submitted directly for sampling High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying A comprehensive QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Drilled with auger drill holes at 100m-by-100m High Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN and Inverse Distance Squared High The TSF was classified as Measured due to a tight drill hole spacing of <100m and high data quality. This spacing enabled the QP to estimate tonnage and grade continuity with high confidence.


 
Technical Report Summary of the Material Tailings Storage Facilities 93 11.11.5 Mineral Resource Statement Table 11.12 present the Mineral Resource for 4L14. Table 11.12: Knights Complex Mineral Resource Estimates (Inclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 4L14 Measured 6,638 0.29 61,891 6,638 0.29 60,824 Sub-total Measured Mineral Resources 6,638 0.29 61,891 6,638 0.29 60,824 Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources 6,638 0.29 61,891 6,638 0.29 60,824 Inferred Mineral Resources - - - - - - Total Mineral Resource 6,638 0.29 61,891 6,638 0.29 60,824 Table 11.13: Knights Complex Mineral Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 4L14 Measured - - - - - - Sub-total Measured Mineral Resource - - - - - - Indicated Mineral Resource - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resource - - - - - - Total Mineral Resources - - - - - - 11.11.6 Mineral Resource Changes No mining has taken place on 4L14 TSF. 11.11.7 Mineral Resource Risks and Uncertainty The QP’s opinion is that the overall grade and tonnage estimates are reasonable for mine planning based on the drill hole data and assay statistics. The gold price fluctuations present the main risk to the declared Mineral Resource estimates.


 
Technical Report Summary of the Material Tailings Storage Facilities 94 Risks of grade, continuity of mineralization and tonnage were mitigated through a reasonable drilling spacing, validation procedures, metallurgical testing, advanced statistical analyses and the use of robust modelling techniques. The QP classified the overall Mineral Resource risk as low. In the opinion of the QP, no further technical work is required as the drilling program provided enough data to define continuity. 11.12 Ergo Complex 11.12.1 Exploratory Data Analysis 11.12.1.1 Rooikraal Exploratory data analysis was done on raw and composited gold data (Figure 11.23 and Figure 11.24). The distribution of the raw and composite is symmetrical with similar coefficient of variation and a low standard deviation. Based on the high-grade cap investigations, the QP decided not to apply high-grade capping as no extreme values were noted. Figure 11.23: Rooikraal: Distribution of Raw Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 95 Figure 11.24: Rooikraal: Log Distribution of Composited Gold Data 11.12.1.2 7L15 A comprehensive study on the 2015 versus the 2016 to 2017 datasets was performed. The 2015 dataset has higher grades than the 2016 to 2017 dataset. The 2015 dataset reported an average gold grade of 0.34g/t and the 2016 to 2017 dataset has an average gold grade of 0.26g/t. A decision was made to re-drill three drill holes and compare the 2015 samples against the 2016 samples in the same horizon. The 2016 samples were split on-site into three subsamples and were sent to two different laboratories. One batch was sent to the local mine laboratory (MAED at Ergo plant) and two batches of the same sample sets were sent to the Anglo Lab with completely different sample numbers to avoid the laboratory identifying that the samples were from the same drillholes. The results of the re-drilling showed that the old 7L15 data (2015) analyzed by the MAED (Crown) laboratory were over-reported and should not be used in the Mineral Resource evaluation. Only the 2016 to 2017 drilling campaign dataset could be used for the estimation. The MAED laboratory analyzing the 2016 samples is a new laboratory at the Ergo processing plant and not the old laboratory at the Crown processing plant, which analyzed the 2015 samples. Domaining: 7L15 has two physically visible TSFs and the grades of the TSFs are different (Figure 11.25). The layering in each domain did not continue into the other. The South and North domains were separated for Mineral Resource evaluation. The North TSF (Figure 11.26 and Figure 11.27) has lower grades than the South TSF (Figure 11.28 and Figure 11.29). The North domain has an average grade of 0.23g/t Au and the South domain reported an average grade of 0.30g/t Au.


 
Technical Report Summary of the Material Tailings Storage Facilities 96 Figure 11.25: 7L15: Plan showing North and South Domains


 
Technical Report Summary of the Material Tailings Storage Facilities 97 Figure 11.26: 7L15: Distribution of 2015 Raw Data - North Domain Figure 11.27: 7L15: Log Distribution of 2016 Raw Data - North Domain


 
Technical Report Summary of the Material Tailings Storage Facilities 98 Figure 11.28: 7L15: Distribution of 2015 Raw Data - South Domain Figure 11.29: 7L15: Log Distribution of 2016 Raw Data - South Domain


 
Technical Report Summary of the Material Tailings Storage Facilities 99 The statistical characteristics of the North and South domains are shown in Figure 11.30 to Figure 11.33. Compositing was completed at 3m interval. Figure 11.30: 7L15: Distribution of 3m Composited Slime Data - South Domain Figure 11.31: 7L15: Log Distribution of 3m Composited Slime Data - South Domain


 
Technical Report Summary of the Material Tailings Storage Facilities 100 Figure 11.32: 7L15: Distribution of 3m Composited Slime Data - North Domain Figure 11.33: 7L15: Log Distribution of 3m Composited Slime Data - North Domain


 
Technical Report Summary of the Material Tailings Storage Facilities 101 11.12.2 Modelling and Estimation Parameters 11.12.2.1 Rooikraal The height of the original dump benches is approximately 5m to 6m. The parent block sizes selected to estimate the deposit approximate the drill hole spacing (at least a drill hole in a block) and map the bench height. A number of search parameters were tested and optimum parameters were chosen by the QP. The sample search parameters are supplied in Table 11.14. Table 11.14: Rooikraal: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Samples Maximum Number of Samples Maximum Number of Samples per Drill Hole X (m) Y (m) Z (m) Rooikraal 1 600 600 12 6 18 5 2 1,200 1,200 24 6 18 5 3 1,800 1,800 36 6 18 5 11.12.2.2 7L15 The parent block sizes for the 7L15 TSFs were based on the average drill spacing and compositing interval. The parent block sizes selected to estimate the deposit approximate half the borehole spacing. Sub-blocking was allowed for good volume definition. The search parameters are presented in Table 11.15. Table 11.15: 7L15: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites Maximum Number of Composites per Drill Hole X (m) Y (m) Z (m) North 1 400 400 6 2 5 - 2 800 800 12 2 5 - 3 1,200 1,200 24 2 5 - South 1 400 400 6 2 5 - 2 800 800 12 2 5 - 3 1,200 1,200 24 2 5 - 11.12.3 Technical and Economic Factors The QP used the PFS information (Item 13 to Item 19) to declare that the Rooikraal and 7L15 TSFs have reasonable prospects for economic extraction. The QP opinion is that there is a reasonable prospect for economic extraction based on the total mix of technical and economic factors discussed.


 
Technical Report Summary of the Material Tailings Storage Facilities 102 11.12.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources, in addition to the statistical parameters, is given in Table 11.16. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.16: Ergo: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques Auger for 7L15 and for Rooikraal TSF, RC and auger drilling techniques were used. These methods are industry standard for drilling TSFs High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery was considered satisfactory and was acceptable for Mineral Resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying A comprehensive QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Data points were well spread. Approximately 100m-by-100m spacing was followed High Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately. High Bulk Density A mean density of 1.42t/m3 was considered reasonable with a potential upside High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN and Inverse Distance High The drillhole spacing was approximately 100m-by-100m. With this grid, the grade, floor elevation and TSF geometry were estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the TSF. Some auger drill holes that did not intersect the floor, had the floor defined by the RC drill holes. All the RC drill holes intersected the floor or the base. The TSF material was classified as a Measured Mineral Resource.


 
Technical Report Summary of the Material Tailings Storage Facilities 103 11.12.5 Mineral Resource Statement The Mineral Resource in Table 11.17 to Table 11.18 is 100% attributable to DRDGOLD. Table 11.17: Ergo Mineral Resource Estimates (Inclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 7L15 Measured 17,646 0.26 147,506 17,646 0.26 147,506 Rooikraal Measured 56,763 0.26 474,493 56,763 0.26 474,493 Sub-total Measured Mineral Resources 74,409 0.26 621,999 74,409 0.26 621,999 Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources 74,409 0.26 621,999 74,409 0.26 621,999 Inferred Mineral Resources - - - - - - Total Mineral Resource 74,409 0.26 621,999 74,409 0.26 621,999 Table 11.18: Ergo Mineral Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 7L15 Measured - - - - - - Rooikraal Measured - - - - - - Sub-total Measured Mineral Resources - - - - - - Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resources - - - - - - Total Mineral Resource - - - - - - 11.12.6 Mineral Resource Changes There was no change in the Mineral Resource as no mining or additional deposition was done on the Rooikraal and 7L15 TSFs. 11.12.7 Mineral Resource Risks and Uncertainty The QP classified the overall Mineral Resource risk for both the Rooikraal and 7L15 TSFs as medium due to the low-grade margin, gold price, recovery and working costs.


 
Technical Report Summary of the Material Tailings Storage Facilities 104 In the opinion of the QP, no further technical work is required as the drilling program provided sufficient data to define continuity. 11.13 Marievale Complex 11.13.1 Exploratory Data Analysis Exploratory data analysis was done on raw and composited gold data (Figure 11.34 to Figure 11.41). Data was analyzed as raw, capped and composites. There was no material change between the data sets. The data sets distribution is symmetrical. Based on the investigation, cutting or capping of the extreme values was considered. Lower extreme grades were noted and visualized in 3D space. They were considered part of the population: • 7L4: capping was applied at 0.45g/t Au. All gold grades greater than 0.45g/t were set as 0.45g/t; • 7L5: no capping was applied as no outliers were noted; • 7L6: no capping was applied as no outliers were noted; and • 7L7: capping was applied at 0.70g/t Au to minimize the impact of extremely high values. A study on domaining was conducted. The TSFs were not domained laterally or vertically; however, the QP noted the vertical stratification. This stratification aided in defining the search volume (estimation parameter) in a vertical direction. The gold distributions are symmetrical and the variability is low, typical for a TSF. Figure 11.34: 7L4: Distribution of Capped Raw Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 105 Figure 11.35: Distribution of Composited Raw Gold Data Figure 11.36: 7L5: Distribution of Raw Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 106 Figure 11.37: 7L5: Distribution of Composited Gold Data Figure 11.38: 7L6: Distribution of Raw Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 107 Figure 11.39: 7L6: Distribution of Composited Gold Data Figure 11.40: 7L7: Distribution of Raw Capped Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 108 Figure 11.41: 7L7: Distribution of Composited Capped Gold Data 11.13.2 Modelling and Estimation Parameters The height of the original dump benches is approximately 5m to 6m. The parent block size selected to estimate the deposit approximates half the drill hole spacing and corresponds to the bench height or multiple thereof. Sub-blocking was allowed for good volume definition. The sample search parameters are supplied in Table 11.19. Table 11.19: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites Maximum Number of Samples Per Drill Hole X (m) Y (m) Z (m) Slime 1 400 400 6 3 10 2 2 800 800 12 3 10 2 3 1,200 1,200 18 3 10 2 11.13.3 Technical and Economic Factors The technical and financial studies completed for the Marievale Complex were at the preliminary feasibility study (PFS) level of accuracy (i.e., +/-25%) as presented in Item 13 to Item 19. The QP concluded that there are reasonable prospects for economic extraction.


 
Technical Report Summary of the Material Tailings Storage Facilities 109 11.13.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources is given in Table 11.20. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.20: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques Auger drilling technique to international standards High Logging Detailed logging throughout High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying A comprehensive QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Data points were well spread High Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Bulk Density A mean density of 1.42t/m3 was considered reasonable High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN, and Inverse Distance High The material was classified as a Measured Mineral Resource as drill hole spacing was approximately 100m-by-100m. No Indicated or Inferred Mineral Resources were declared as the geological confidence derived from exploration, test work and Mineral Resource estimation work was conclusive, and the defined Mineral Resource can be used for mine planning studies. 11.13.5 Mineral Resource Statement The Mineral Resource Estimates are stated as both an inclusive and exclusive of Mineral Reserve (Table 11.21 to Table 11.22).


 
Technical Report Summary of the Material Tailings Storage Facilities 110 Table 11.21: Marievale Mineral Resource Estimates (Inclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 7L4 Measured 17,590 0.34 192 281 17,590 0.34 192,281 7L5 Measured 6,980 0.29 65 080 6,980 0.29 65,080 7L6 Measured 12,760 0.26 106 663 12,760 0.26 106,663 7L7 Measured 16,784 0.32 172 678 16,784 0.32 172,678 Sub-total Measured Mineral Resources 54,114 0.31 536,701 54,114 0.31 536,701 Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources 54,114 0.31 536,701 54,114 0.31 536,701 Inferred Mineral Resources - - - - - - Total Mineral Resource 54,114 0.31 536,701 54,114 0.31 536,701 Table 11.22: Marievale Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 7L4 Measured - - - - - - 7L5 Measured - - - - - - 7L6 Measured - - - - - - 7L7 Measured - - - - - - Measured Mineral Resources - - - - - - Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resources - - - - - - Total Mineral Resources - - - - - - Notes: 1. Mineral Resources are not Mineral Reserves. 2. Mineral Resources are reported exclusive of Mineral Reserves. 3. Mineral Resources have been reported in accordance with Subpart 1300 of Regulation S-K. 4. Mineral Resources were estimated using the USD1,934/oz, ZAR17.39/USD and ZAR1,081,261/kgUSD1,934/oz, ZAR17.39/USD and ZAR1,081,261/kg financial parameters and recoveries in Item 11.13.3. 5. A troy ounce = 31.1034768g 6. The quantities and grades have been rounded to two decimal places; therefore, minor computational errors may occur. 11.13.6 Mineral Resource Changes There was no change in Mineral Resources as no drilling, mining, or additional deposition was done on the Marievale Complex since the latest estimate.


 
Technical Report Summary of the Material Tailings Storage Facilities 111 11.13.7 Mineral Resource Risks and Uncertainty The QP’s opinion is that the overall grade and tonnage estimates are reasonable for mine planning based on the drill hole data and assay statistics. This presents a low risk for preliminary feasibility or feasibility mine planning work, as only Mineral Resources with the highest level of geoscientific knowledge are included in an economic assessment. The gold price fluctuations present the main risk to the declared Mineral Resource. Risks of grade and continuity of mineralization were mitigated through the closely spaced drilling, validation procedures, metallurgical testing, advanced statistical analyses and the use of robust geological modelling techniques. The QP classified the overall Mineral Resource risk as low to medium. In the opinion of the QP, no further technical work is required as the drilling program provided enough data to define continuity. 11.14 Grootvlei Complex 11.14.1 Exploratory Data Analysis Analysis of data from different campaigns was completed to check compatibility. Tools used for this were box plots, histograms, PP and QQ plots, and ANOVA table. Datasets from different campaigns were then combined. Based on the high-grade cap investigations, high-grade caps were selected and applied to the raw dataset. An insignificant reduction in the available metal was noted. • 6L16: gold grades were capped at 0.70g/t; • 6L17: gold grades were capped at 0.69g/t; and • 6L17A: gold grades were capped at 0.65g/t. Capping was only applied to raw data and its impact on the mean was immaterial for the 6L17 and 6L17A TSFs. One sample with 16.10g/t skewed the results for the 6L16 TSF. Additional infill drilling is required on 6L16 TSF to further test the robustness of the high grade intersects, which, if confirmed by the infill drilling, may support a less aggressive capping strategy. Figure 11.47 to Figure 11.42 presents the basic statistics data for 6L16, 6L17 and 6L17A. Data was analyzed as raw, capped and composites. There was no material change between the data sets. The data sets show positively skewed distributions.


 
Technical Report Summary of the Material Tailings Storage Facilities 112 Figure 11.42: 6L16: Distribution of Raw Capped Gold Data Figure 11.43: 6L16: Distribution of Composited Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 113 Figure 11.44: 6L17: Distribution of Raw Capped Gold Data Figure 11.45: 6L17: Distribution of Composited Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 114 Figure 11.46: 6L17A: Distribution of Raw Capped Gold Data Figure 11.47: 6L17A: Distribution of Composited Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 115 11.14.2 Modelling and Estimation Parameters The parent block size for the TSF was largely based on the average drill spacing and sample compositing interval. The height of the original dump benches is approximately 5m to 6m. The parent block size selected to estimate the deposit approximates the drill hole spacing for the 6L17 and 6L17 TSFs, half the drill hole spacing for 6L16 TSFs and maps the bench height. Sub-blocking was allowed for a good volume definition. The sample search parameters are supplied in Table 11.23. Table 11.23: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites X (m) Y (m) Z (m) Grootvlei 1 400 400 10 5 20 2 800 800 20 5 20 3 1,200 1,200 30 5 20 11.14.3 Technical and Economic Factors The Mineral Resource Estimates for the 6L16, 6L17 and 6L17A TSFs were declared considering the initial assessment completed. The Grootvlei TSFs are not included in the LoM plan. The cut-off grade details are presented in Table 11.2. 11.14.3.1 Site Infrastructure Roads: Access to the Grootvlei Complex is via the N17 highway and a network of well-maintained paved road systems. The operation is accessed via gravel roads. Power: Power requirements are primarily for the operation of pumps and site offices. Power is sourced from the national supplier, Eskom. There is a power supply near the TSFs. Site Offices and Workshop: Site offices are typically established by mining contractors as part of the mining contract. Workshops for the maintenance of roads, pumps and pipelines is based at the Ergo processing plant and no additional infrastructure is required. The Grootvlei Complex is situated in the City of Ekurhuleni, so other specialized services could be sourced from the private workshops. Pumps and Pipelines: Before mining can start, the pump station and pipeline to the Ergo processing plant in Brakpan will be required to be completed. As other TSFs in the same vicinity are in the LoM plan with a detailed pipeline plan, it is the QP’s view that a shorter (less than 5km) pipeline will be required to connect the Grootvlei TSFs to the other planned pipeline network (for Daggafontein TSF in the LoM plan done at PFS level). Tailings Deposition Site: Ergo expects permits for a Grootvlei Complex deposition site to be granted closer to reclamation once it is eventually included in the future LoM plan. See Item 15.7 for more information on the deposition plans.


 
Technical Report Summary of the Material Tailings Storage Facilities 116 11.14.3.2 Mine Design and Planning Mine design and planning will be similar to the one in Item 13.1.1. A production rate of between 600ktpm and 900ktpm (200ktpm to 300ktpm per TSF) is assumed due to the pipeline capacity as the TSFs could be mined together with others in the same vicinity. 11.14.3.3 Processing Plant The Grootvlei Complex material could be processed at the Ergo processing plant (see Item 10.5.). 11.14.3.4 Environmental Compliance and Permitting Ergo’s Prospecting Rights covering the Grootvlei Complex are presented in Item 3.3. Ergo complies with all environmental and social responsibilities as required by the MPRDA, as amended. No known environmental issues were identified during the site visit and documentation review. There is an EMP approved by the DMRE. There are no exclusions of material or areas due to Environmental, Social and Governance considerations. As discussed in Item 3.6, there is a competing ownership claim over the Grootvlei Complex. 11.14.3.5 Initial Assessment Results The QP’s opinion is that there is a reasonable prospect for economic extraction based on the total mix of technical and economic factors discussed. 11.14.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources, in addition to the statistical parameters, is given in Table 11.24. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. A low confidence in one of the listed items will mean classification is downgraded to Inferred, a moderate confidence in at least one item will mean a property is Indicated while all highs mean the property is in the Measured Mineral Resource category. Table 11.24: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques Auger and RC drilling technique to international standards High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery was considered satisfactory and was acceptable for Mineral Resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying Full QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High


 
Technical Report Summary of the Material Tailings Storage Facilities 117 Data Density and Distribution Data points were well spread, though widely spaced. Approximately 100m-by-100m spacing was followed for 6L17 and 6L17A TSFs. 6L16 TSF has an average drill hole spacing of 200m-by-200m High (6L17 and 6L17A) Moderate for 6L16 Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Bulk Density A mean density of 1.42t/m3 was considered reasonable High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN and Inverse Distance High The drill hole spacing was approximately 100-by-100m on the 6L17 and 6L17A TSFs. With this grid, the grade, floor elevation and TSF geometry were estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the TSFs. The 6L17 and 6L17A TSFs were classified in the Measured Mineral Resource category. The 6L16 TSF was declared as Indicated Mineral Resource, as the drill space is too wide (200m-by-200m). The data or supporting information is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between the points of observation. 11.14.5 Mineral Resource Statement The Mineral Resource Estimates for the Grootvlei Complex is presented in Table 11.25. No Mineral Reserve was declared on the Grootvlei TSFs, so exclusive and inclusive are equal. Table 11.25: Grootvlei Complex Mineral Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 6L17 Measured 49,320 0.26 412,275 49,320 0.26 412,275 6L17A Measured 16,716 0.26 140,807 16,716 0.26 140,807 Sub-total Measured Mineral Resources 66,036 0.26 553,082 66,036 0.26 553,082 6L16 Indicated 41,619 0.26 347,901 41,619 0.26 347,901 Sub-total Indicated Mineral Resources 41,619 0.26 347,901 41,619 0.26 347,901 Sub-total Measured and Indicated Mineral Resources 107,655 0.26 900,984 107,655 0.26 900,984 Inferred Mineral Resources - - - - - - Total Mineral Resource 107,655 0.26 900,984 107,655 0.26 900,984


 
Technical Report Summary of the Material Tailings Storage Facilities 118 11.14.6 Mineral Resource Changes There was no change in Mineral Resource as no additional drilling, mining, additional deposition or study was done on the Grootvlei Complex. 11.14.7 Mineral Resource Risks and Uncertainty There is an ownership claim as detailed in Item 3.6. The QP classified the overall Mineral Resource risk as medium due to lower grades and ownership claim. In the opinion of the QP, no further technical work is required as the drilling program provided sufficient data to define continuity. 11.15 5A10/5L27 Sand Dumps 11.15.1 Exploratory Data Analysis Exploratory data analysis was performed on gold grades. No capping was applied as data shows no extreme values. Samples were composited to 6m interval. The mean did not change materially after compositing into 6m interval. Figure 11.48 and Figure 11.49 present the basic statistical data for the 5A10/5L27 sand dumps. Data was analyzed as raw and composites. There was no material changed between the data sets. The data sets show positively skewed distribution. Figure 11.48: 5A10/5l27: Distribution of Raw Gold Data


 
Technical Report Summary of the Material Tailings Storage Facilities 119 Figure 11.49: 5A10/5l27: Distribution of Composited Gold Data 11.15.2 Modelling and Estimation Parameters The parent block size for the sand dumps was largely based on the average drill spacing and sample compositing interval. The height of the original sand dump benches is approximately 3m to 6m. The parent block size selected to estimate the deposit approximates the drill hole spacing and maps the bench height. Sub-blocking was allowed for a good volume definition. The sample search parameters are supplied in Table 11.26. Table 11.26: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites X (m) Y (m) Z (m) 5A10/5l27 1 100 50 4 10 100 2 200 100 4 10 200 3 200 200 4 10 300 11.15.3 Technical and Economic Factors The QP declared the Mineral Resource estimate for the 5A10/5L27 sand dumps, considering technical and economic studies in Item 13 to Item 19.


 
Technical Report Summary of the Material Tailings Storage Facilities 120 11.15.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources, in addition to the statistical parameters, is given in Table 11.27. Applying these confidence levels, the Mineral Resource classification codes were assigned to the block model. Table 11.27: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques Auger and drilling technique to international standards High Logging Detailed logging throughout High Drill Sample Recovery The sample recovery was considered satisfactory and was acceptable for Mineral Resource estimation High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying Full QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Data points were well spread, though widely spaced. Approximately 50m-by-100m spacing was followed. Where drill holes did not intersect the base, holes were completed on the edge High Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Bulk Density A mean density of 1.42t/m3 was considered reasonable High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN and Inverse Distance High The drill hole spacing enabled the QP to define gold grades, floor elevation and sand dump geometry. This provides the QP conclusive confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the sand dumps. The sand dumps were classified as Measured Mineral Resources. The data or supporting information is derived from the adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. The resource model and production data reconciled well with less than a 1% grade difference. This was also considered in classifying the 5A10/5L27 sand dumps as Measured Mineral Resources.


 
Technical Report Summary of the Material Tailings Storage Facilities 121 11.15.5 Mineral Resource Statement The Mineral Resource estimates for the 5A10/5L27 sand dumps are presented in Table 11.25 to Table 11.29. Table 11.28: 5A10/5L27 Mineral Resource Estimates (Inclusive) TSF Mineral Resource Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 5L27 (East) Measured 3,979 0.48 62,503 2,999 0.48 46,661 5L27 (North) Measured 4,288 0.28 38,599 4,288 0.28 38,599 5A10 Measured 1,595 0.61 31,285 650 0.61 12,752 Sub-total Measured Mineral Resources 9,862 0.42 132,387 7,937 0.38 98,012 Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources 9,862 0.42 132,387 7,937 0.38 98,012 Inferred Mineral Resources - - - - - - Total Mineral Resource 9,862 0.42 132,387 7,937 0.38 98,012 Table 11.29: 5A10/5L27 Mineral Resource Estimates (Exclusive) TSF Mineral Resource Category Mineral Resources as 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) 5L27 Measured - - - - - - 5A10 Measured - - - - - - Sub-total Measured Mineral Resources - - - - - - Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resources - - - - - - Total Mineral Resource - - - - - - 11.15.6 Mineral Resource Changes Mining took place on the 5A10 sand dump reclaiming 808kt at 0.61g/t Au in the last financial year. The mined and modelled tonnage and grades reconciled well.


 
Technical Report Summary of the Material Tailings Storage Facilities 122 11.15.7 Mineral Resource Risks and Uncertainty The QP’s opinion is that the overall grade and tonnage estimates are reasonable for mine planning based on the borehole data and assay statistics. Production data reconciled well with the block model. The gold price fluctuations and lower grades of sand material present the main risk to the declared Mineral Resource. The QP classified the overall Mineral Resource risk as low to medium. In the opinion of the QP, no further technical work is required as the drilling program provided enough data to define continuity. 11.16 Daggafontein TSF 11.16.1 Exploratory Data Analysis The QP tested if there was a material difference in the gold grades from the various drilling campaigns to ascertain if the datasets from the different campaigns were compatible. Figure 11.50 shows the box plots of the different campaigns. The difference was considered minor by the QP. The 2017 drilling campaign reported slightly higher grades. This campaign, however only comprised two drill holes (on either side of the TSF – east and west). Analysis of variance and a Tukey (Honest Significant Differences) HSD plot showed that there is a difference in sample means between 2017 and the other campaigns. The QP investigated the differences and concluded that the difference is due to the amount of data per campaign and the spatial distribution of the data point. Accordingly, the QP concluded that data from the campaigns could be combined. Figure 11.50: Boxplots for the Different Drilling Campaigns


 
Technical Report Summary of the Material Tailings Storage Facilities 123 The drill hole individual sample gold grades are positively skewed. The mean of the gold grades is 0.24g/t. Based on the statistical investigation, cutting or capping of the extreme values was not considered (Figure 11.51). Lower extreme grades were noted and visualized in 3D space. They were considered part of the population. Figure 11.51: Log Probability Plot A study on domaining was conducted. This was done through analysis of zones based on TSF material, color and spatial grade analysis. The TSF was not domained laterally or vertically, however, the QP noted the vertical stratification. This stratification aided in defining the search volume in the vertical direction. No capping was applied. 11.16.2 Modelling and Estimation Parameters The parent block size for the TSF was largely based on the average drill spacing and sample compositing interval. The sample search parameters are supplied in Table 11.30.


 
Technical Report Summary of the Material Tailings Storage Facilities 124 Table 11.30: Search Parameters: Inverse Distance Estimation Method Domain Estimation Pass Search Distance Minimum Number of Composites Maximum Number of Composites Maximum Number of Samples Per Drill Hole X (m) Y (m) Z (m) Slime 1 500 500 6 5 20 4 2 1,000 1,000 12 5 20 4 3 1,500 1,500 18 5 20 4 11.16.3 Technical and Economic Factors The QP declared the Mineral Resource estimates for the Daggafontein TSF considering technical and economic studies in Item 13 to Item 19. The Daggafontein TSF's average gold grade is 0.24g/t, which is above the cut-off grade of 0.225 g/t presented in Table 11.2. Selective mining of the TSF is not practised by Ergo, therefore a cut-off is not at the block level but it is for the entire TSF. If a TSF mean grade is above the cut-off, it is considered for the Mineral Resource. The QP’s opinion is that there is a reasonable prospect for economic extraction based on the total mix of technical and economic factors discussed. 11.16.4 Mineral Resource Classification Criteria A list of the criteria used to classify the Mineral Resources is given in Table 11.31 below. Applying these confidence levels, Mineral Resource classification codes were assigned to the block model. Table 11.31: Confidence Levels for Key Criteria for Mineral Resource Classification Items Discussion Confidence Drilling Techniques RC drilling technique to international standards High Logging Detailed logging throughout High Sub-sampling Techniques and Sample Preparation Material has previously been processed and quartering was applied High Quality of Assay Data Available data is of robust quality however there is a relatively high variability in the lowest grade assays High Verification of Sampling and Assaying Full QC program implemented during exploration High Location of Sampling Points Survey of all collars and TSFs surfaces High Data Density and Distribution Data points were well spread. No drilling under water Moderate (low for underwater material) Database Integrity Errors identified and rectified High Geological Interpretation Geometry is known accurately High Bulk Density A mean density of 1.42t/m3 was considered reasonable High Mineralization Type Mineralization is well known from processing High Estimation and Modelling Techniques NN, Inverse Distance and Ordinary Kriging High


 
Technical Report Summary of the Material Tailings Storage Facilities 125 Where drill hole spacing is less than 250m, the material was classified as an Indicated Mineral Resource (Figure 11.52). An Inferred Mineral Resource was defined for the area under water where drilling could not be done and grades were estimated on the second pass i.e., up to 1,000m drilling space. Figure 11.52: Mineral Resource Classification 11.16.5 Mineral Resource Statement The Mineral Resource is stated in Table 11.32 and Table 11.33. Table 11.32: Daggafontein TSF Mineral Resource Estimate (Inclusive) TSF Mineral Resource Category Mineral Resources as 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) Measured Mineral Resources - - - - - - Indicated Mineral Resources 192,793 0.24 1,487,625 192,793 0.24 1,487,625 Sub-total Measured and Indicated Mineral Resources 192,793 0.24 1,487,625 192,793 0.24 1,487,625 Inferred Mineral Resources 21,318 0.24 164,494 21,318 0.24 164,494


 
Technical Report Summary of the Material Tailings Storage Facilities 126 Table 11.33: Daggafontein TSF Mineral Resource Estimate (Exclusive) TSF Mineral Resource Category Mineral Resources as 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) Measured Mineral Resources - - - - - - Indicated Mineral Resources - - - - - - Sub-total Measured and Indicated Mineral Resources - - - - - - Inferred Mineral Resources 21,318 0.24 164,494 21,318 0.24 164,494 11.16.6 Mineral Resource Changes There was no change in the Mineral Resource from June 2022 to June 2023, as no additional drilling or studies were completed on the Daggafontein TSF. 11.16.7 Mineral Resource Risks and Uncertainty The QP’s opinion is that the overall grade and tonnage estimates are reasonable for mine planning based on the drill hole data and assay statistics. The Inferred portion of the Mineral Resource could not be sufficiently drilled as this portion of the TSF remains saturated and its estimation was based on extrapolation. This presents a low risk for preliminary feasibility or feasibility mine planning work, as no Inferred Resource was included in an economic assessment. The gold price fluctuations and lower grades present the main risk to the declared Mineral Resource. Risks of grade and continuity of mineralization were mitigated through infill drilling, validation procedures, metallurgical testing, advanced statistical analyses and the use of robust geological modelling techniques. The QP classified the overall Mineral Resource risk as low to medium. In the opinion of the QP, no further technical work is required as the drilling program provided sufficient data to define continuity. No drilling in the waterlogged area is recommended.


 
Technical Report Summary of the Material Tailings Storage Facilities 127 11.17 Summary Mineral Resource Estimates Table 11.34 presents the summary of the Mineral Resource estimates (inclusive) for the 18 TSFs and the one sand dump. The Mineral Resource estimates are reported as inclusive of the Mineral Reserve and the reference point is in situ. Table 11.34: Inclusive Mineral Resources of the 18 Material Properties as at 30 June 2023 Complex TSF/Sand Dump Category Mineral Resources as at 30 June 2022 (Inclusive) Mineral Resources as at 30 June 2023 (Inclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) City Deep 4L3 Measured 13,134 0.32 135,126 13,134 0.32 135,126 4L4 Measured 4,738 0.32 48,746 4,738 0.32 48,746 4L6 Measured 2,410 0.31 24,020 2,410 0.31 24,020 Knights 4L14 Measured 6,638 0.29 61,891 6,638 0.29 60,824 4L50* Measured 3,418 0.26 27,216 Ergo 7L15 Measured 17,646 0.26 147,506 17,646 0.26 147,506 Rooikraal Measured 56,763 0.26 474,493 56,763 0.26 474,493 Marievale 7L4 Measured 17,590 0.34 192,281 17,590 0.34 192,281 7L5 Measured 6,980 0.29 65,080 6,980 0.29 65,080 7L6 Measured 12,760 0.26 106,663 12,760 0.26 106,663 7L7 Measured 16,784 0.32 172,678 16,784 0.32 172,678 Grootvlei 6L17 Measured 49,320 0.26 412,275 49,320 0.26 412,275 6L17A Measured 16,716 0.26 139,732 16,716 0.26 139,732 5A10/5L27 5A10/5L27 Measured 9,862 0.42 132,387 7,937 0.38 98,012 Sub-total Measured Mineral Resources 234,759 0.28 2,139,027 229,416 0.28 2,077,436 Grootvlei 6L16 Indicated 41,619 0.26 347,901 41,619 0.26 347,901 Daggafontein Daggafontein Indicated 192,793 0.24 1,487,625 192,793 0.24 1,487,625 Crown Mooifontein (3L7) Indicated 67,559 0.23 499,577 67,559 0.23 499,577 GMTS (3L8) Indicated 107,450 0.25 863,649 107,450 0.25 863,649 Diepkloof (3L5) Indicated 97,988 0.23 724,589 97,988 0.23 724,589 Sub-total Indicated Mineral Resources 507,409 0.24 3,923,341 507,409 0.24 3,923,341 Total Measured and Indicated Mineral Resources 742,168 0.25 6,062,368 736,825 0.25 6,000,777 Daggafontein Daggafontein Inferred 21,318 0.24 164,494 21,318 0.24 164,494 Total Inferred Mineral Resources 21,318 0.24 164,494 21,318 0.24 164,494 *4L50 was a material dump in FY2022, 4L50 is a cleanup site as at 30 June 2023. It is kept in this table for comparison/reconciliation purposes. Additional Notes: i. Mineral Resources are not Mineral Reserves. ii. Mineral Resources are reported inclusive of Mineral Reserves. iii. Mineral Resources have been reported in accordance with Subpart 1300 of Regulation S-K iv. Mineral Resources were estimated using the USD1,934/oz, ZAR17.39/USD and ZAR1,081,261/kg financial parameters and recoveries in Table 11.2 v. Quantities and grades were rounded to reflect the accuracy of the estimates; and if any apparent errors are insignificant


 
Technical Report Summary of the Material Tailings Storage Facilities 128 Table 11.35 presents exclusive Mineral Resource estimates for the material properties. Table 11.35: Exclusive Mineral Resources of the 18 Material Properties as at 30 June 2023 Complex TSF/Sand Dump Category Mineral Resources as at 30 June 2022 (Exclusive) Mineral Resources as at 30 June 2023 (Exclusive) Tonnes (kt) Au (g/t) Content (oz) Tonnes (kt) Au (g/t) Content (oz) City Deep 4L3 Measured - - - - - - 4L4 Measured - - - - - - 4L6 Measured - - - - - - Knights 4L14 Measured - - - - - - 4L50 Measured Ergo 7L15 Measured - - - - - - Rooikraal Measured - - - - - - Marievale 7L4 Measured - - - - - - 7L5 Measured - - - - - - 7L6 Measured - - - - - - 7L7 Measured - - - - - - Grootvlei 6L17 Measured 49,320 0.26 412,275 49,320 0.26 412,275 6L17A Measured 16,716 0.26 140,807 16,716 0.26 140,807 5A10/5L27 5A10/5L27 Measured - - - - - - Sub-total Measured Mineral Resources 66,036 0.26 553,082 66,036 0.26 553,082 Grootvlei 6L16 Indicated 41,619 0.26 347,901 41,619 0.26 347,901 Daggafontein Daggafontein Indicated - - - Crown Mooifontein (3L7) Indicated 67,559 0.23 499,577 67,559 0.23 499,577 GMTS (3L8) Indicated 107,450 0.25 863,649 107,450 0.25 863,649 Diepkloof (3L5) Indicated 97,988 0.23 724,589 97,988 0.23 724,589 Sub-total Indicated Mineral Resources 314,616 0.24 2,435,716 314,616 0.24 2,435,716 Total Measured and Indicated Mineral Resources 380,652 0.24 2,988,798 380,652 0.24 2,988,798 Daggafontein Daggafontein Inferred 21,318 0.24 164,494 21,318 0.24 164,494 Total Inferred Mineral Resources 21,318 0.24 164,494 21,318 0.24 164,494 *4L50 was a material dump in FY2022, 4L50 is a cleanup site as at 30 June 2023. and is kept in this table for comparison/reconciliation purposes. Additional Notes: i. Mineral Resources are not Mineral Reserves. ii. Mineral Resources are reported exclusive of Mineral Reserves. iii. Mineral Resources have been reported in accordance with Subpart 1300 of Regulation S-K. iv. Mineral Resources were estimated using the USD1,934/oz, ZAR17.39/USD and ZAR1,081,261/kg financial parameters and recoveries in Table 11.2. vi. Quantities and grades were rounded to reflect the accuracy of the estimates; and if any apparent errors are insignificant.


 
Technical Report Summary of the Material Tailings Storage Facilities 129 The total Mineral Resource Estimates for Ergo are presented in Table 11.36 and Table 11.37. The total Mineral Resource consisted of 18 material properties and 80 small TSFs and clean-up sites. The changes in Mineral Resources from June 2022 to June 2023 are due to depletion of 15.98Mt at 0.34g/t Au and a positive survey adjustment of 4.75Mt at 0.33g/t Au, as presented in Figure 11.53 and Figure 11.54. The depletion included the mining of Mineral Resources that were not included in the LoM plan, i.e., the mining of Mineral Resources not converted into Mineral Reserves. Table 11.36: Ergo Inclusive Mineral Resources Statement as at 30 June 2023 Mineral Resource Classification Mineral Resource as at 30 June 2022 (Inclusive) Mineral Resource as at 30 June 2023 (Inclusive) Tonnes (Mt) Au (g/t) Contents (Moz) Tonnes (Mt) Au (g/t) Contents (Moz) Measured Mineral Resource 266.25 0.31 2.64 251.75 0.30 2.41 Indicated Mineral Resource 568.21 0.25 4.55 571.47 0.25 4.65 Total Measured and Indicated Mineral Resource 834.45 0.27 7.19 823.22 0.27 7.07 Inferred Mineral Resource 21.32 0.24 0.16 21.32 0.24 0.16 Table 11.37: Ergo Exclusive Mineral Resources Statement as at 30 June 2023 Mineral Resource Classification Mineral Resource as at 30 June 2022 (Exclusive) Mineral Resource as at 30 June 2023 (Exclusive) Tonnes (Mt) Au (g/t) Contents (Moz) Tonnes (Mt) Au (g/t) Contents (Moz) Measured Mineral Resource 66.04 0.26 0.55 66.45 0.26 0.56 Indicated Mineral Resource 375.41 0.25 3.06 375.30 0.25 3.06 Total Measured and Indicated Mineral Resource 441.45 0.25 3.61 441.75 0.25 3.61 Inferred Mineral Resource 21.32 0.24 0.16 21.32 0.24 0.16


 
Technical Report Summary of the Material Tailings Storage Facilities 130 Figure 11.53: Mineral Resource Reconciliation (Inclusive) Figure 11.54: Total Mineral Resource Reconciliation (Inclusive) Tonnes (Mt) Au (g/t) Contents (Moz) Total Inclusive Mineral Resource as at 30 June 2022 855.77 0.27 7.35 Depletion through Mining (15.98) 0.34 (0.17) Survey adjustments 4.75 0.33 0.05 Total Inclusive Mineral Resource as at 30 June 2023 844.53 0.27 7.23 1. Quantities and grades have been rounded to two decimal places; therefore minor computational errors may occur. 11.18 QP’s Opinion In the QP’s opinion, all relevant technical and economic factors that may likely affect the reasonable prospects of economic extraction were adequately considered for the Mineral Resources reported. The QP recommended no further work.


 
Technical Report Summary of the Material Tailings Storage Facilities 131 12 Mineral Reserve Estimates This Item includes discussion and comments on the conversion of Mineral Resources to Mineral Reserves. Specifically, comments are provided on the key assumptions, parameters and methods (modifying factors) used to estimate the 30 June 2023 Mineral Reserve. Mineral Reserves estimates are affected by multiple factors that change over time. Fluctuations in the gold price, exchange rates, legislation in the operating country, other reporting jurisdictions and a wide range of operating conditions may affect the Mineral Reserve estimates. Estimates of the Mineral Reserves should be considered best estimates at the time of reporting. The level of the study conducted to support the declaration of the 30 June 2023 Mineral Reserve is based on a mine plan and design conducted to a PFS level of accuracy (i.e., +/-25%) with a maximum level of contingency of 15%. Ergo utilizes Measured and Indicated Mineral Resources incorporated into the LoM plan. No Inferred Mineral Resources have been used in the LoM plan. 12.1 Grade Control and Reconciliation The Ergo LoM plan and schedule for the individual TSFs is based on 3-D geological models, which provides grade, density, and volume for each individual block. The planning department takes this information and establishes a grade for the proposed mining cut, typically in the order of 15m. The mine plan accounts for each block, resulting in a tonnage and grade estimate for the entire mining block or mining cut. The mining cut is then sequenced and scheduled. Ergo conducts grade and tonnage reconciliations on a quarterly basis with no material difference between the planned and actual grade and tonnages observed. Table 12.1: Reconciliation of RoM Head Grade (Au) Year Plan RoM Head Grade (g/t) Actual RoM Head Grade (g/t) Head Grade Difference (g/t) Percentage Difference (%) 2019/2020 0.358 0.354 -0.003 -1.13% 2020/2021 0.354 0.363 0.009 2.54% 2021/2022 0.347 0.366 0.018 5.19% 2022/2023 0,355 0,383 0.028 7.89% Table 12.2: Reconciliation of RoM Tonnage Year Measured Survey Tonnage (kt) Processing Plant Tonnage (kt) Tonnage Difference (kt) Percentage Difference (%) 2019/2020 20 265 20 086 -179 -0.9% 2020/2021 22 884 22 949 66 0.7% 2021/2022 22 810 21 553 -1 527 -6.7% 2022/2023 16 980 17 334 354 2.1%


 
Technical Report Summary of the Material Tailings Storage Facilities 132 The results in Table 12.1 and Table 12.2 indicate no material difference between the planned and actual grade and planned and actual tonnages for years 2019/20 and 2020/21. However, the 2021/22 reconciliation between planned and actual grade indicates a 5.2% variance and the 2022/23 shows a 7.89% increase in the gold grade. Further, the reconciliation shows a 2.1% increase in the planned tonnage during for the 2022/23 financial period. The higher grade is associated with mining high-grade (Third-Party) mineralized material not in the LoM plan nor in the Mineral Reserve. The increase in the tonnage was due to mining more tonnage than was planned. 12.2 Cut-off Grade Estimation The cut-off grade, for the purposes of the Mineral Reserve definition, is defined as the grade at which the value of the contained metal in a unit quantity is equivalent to the cost of its production, i.e., the breakeven cut-off grade. Cut-off Grade = Total On-Mine Production Costs (Metal Market Price – Off-Mine Costs) x Recovery The gold price and other operational inputs are discussed in various Items of this Report; plant recoveries are reviewed in Item 14, Item 16 reports on marketing and pricing, and operating costs are commented on in Item 18. The cut-off grade and Mineral Reserve grades are provided in Table 12.3. Note that due to the nature of mining TSFs, the cut-off grade is not based on a block value or individual sections of the TSF but based on the total TSF (i.e., if the entire TSF grade is above the cut- off grade, the TSF will be mined). Table 12.3: LoM Cut-off Grade and Mineral Reserve Grades Source Area Plant Recovery (%) LoM Cut-off Au Grade (g/t) Mineral Reserve Au Grade (g/t) Ergo 41 0.23 0.28 Notes: 1. The LoM cut-off grade provided above is based on the June 2023 LoM plan and used to validate the 30 June 2023 Mineral Resource and Mineral Reserve estimation. 1. Gold price ZAR1,081,261,488/kg (Item 16). 2. On-mine cost ZAR101.99/t (Item 18). 3. Off-mine cost ZAR0.00/t. 12.3 Estimation and Modelling Techniques Ergo reports its Mineral Resources and Mineral Reserves in accordance with Regulation S-K 1300. In no case has Measured Mineral Resources been downgraded to a Probable Mineral Reserve category. Other than geological modelling, no other modelling or estimation techniques are used in the selection of Mineral Reserves. Selection for inclusion in the Mineral Reserves is based on the average grade of the TSF being above the required cut-off grade. The following comments are relevant in the conversion of Mineral Resources to Mineral Reserves: • there is no mining dilution, as each of the TSFs is to be mined and processed in their entirety;


 
Technical Report Summary of the Material Tailings Storage Facilities 133 • no allowance has been made for mining losses as each of the TSFs is to be mined and processed in their entirety; and • a LoM plan has been generated, reviewed and tested for economic viability in a discounted cash flow (DCF) model. Cognizance has been taken of the geotechnical considerations regarding the safety of the operation and long-term stability of the TSF walls, and the working considerations are based on current and historical operational practices at Ergo. 12.4 Mineral Reserve Classification Criteria The Mineral Reserve classification of Proven and Probable is a function of the Mineral Resource classification with due considerations of the minimum criteria for the “modifying factors” as considered in the S-K1300. In no case has Measured Mineral Resources been downgraded to a Probable Mineral Reserve Category. Ergo produces a single commodity, gold, and therefore the reporting of metal equivalents is not relevant. Due to the length of approval times for the renewal of permits, some of the Mineral Reserves may be based on permits (approvals) still in the process of being renewed. At this time, there is no indication that these renewals will not be granted and therefore have been used in the LoM plan and Mineral Reserve statement. 12.5 Mineral Reserves Statement Mineral Reserves are based on the 30 June 2023, LoM plan and schedule. The Ergo Mineral Reserve statement as at 30 June 2023 is provided in Table 12.4 along with the previous Mineral Reserves as at 30 June 2022. The QP confirms that the Mineral Reserve statement presented in Table 12.4 is disclosed in accordance with the S-K1300 guidelines. Table 12.4: Ergo TSF Mineral Reserves Statement as at 30 June 2023 Mineral Reserve Classification Mineral Reserves as at 30 June 2022 Mineral Reserves as at 30 June 2023 Tonnes (Mt) Au (g/t) Contents (Moz) Tonnes (Mt) Au (g/t) Contents (Moz) Proven 200.21 0.33 2.09 185.29 0,31 1.85 Probable 192.79 0.24 1.49 196.17 0.25 1.60 Total Mineral Reserves 393.00 0.28 3.58 381.46 0.28 3.45 Notes: 1. Tonnes and grades were rounded, and this may result in minor adding discrepancies. 2. The Mineral Reserve has been reported in accordance with the classification criteria defined in the Regulation S-K 1300. 3. The Mineral Reserve is estimated using the USD1,934/oz, ZAR17.39/USD and ZAR1,081,261/kg financial parameters. 4. No mining losses or dilution has been applied in the conversion process nor has a mine call factor been applied. 5. Tonnage and grade RoM delivered to the processing plant. 6. The attributable Mineral Reserve is 100% of the total Mineral Reserve. The QP responsible for the reporting and sign-off of the Mineral Reserve is Professor Steven Rupprecht. Professor Rupprecht is a Fellow of the Southern African Institute of Mining and Metallurgy (SAIMM)


 
Technical Report Summary of the Material Tailings Storage Facilities 134 with more than five years of experience relevant to the evaluation and reporting of TSF Mineral Reserves. Table 12.5 depicts the Mineral Reserve reconciliation between 30 June 2022, and 30 June 2023. Some 15.05Mt was depleted through mining operations; 3.5Mt was added due to survey adjustments, Based on the above, a total tonnage of 11.49Mt has been subtracted, resulting in a 30 June 2023 Mineral Reserve of 381.46Mt at a grade of 0.28g/t. Table 12.5: Mineral Reserve Reconciliation Source Tonnes (Mt) Au Grade (g/t) Content (Moz) Mineral Reserve as at 30 June 2022 393.00 0.28 3.58 Depletion through Mining Operations 15.05 0,33 0.16 Survey Adjustment 3.50 0.30 0.03 Mineral Reserve as at 30 June 2023 381.46 0.28 3.45 Note: Quantities and grades have been rounded to two decimal places, therefore minor computational errors may occur. The various modifying factors, i.e., mining, metallurgical, processing, infrastructure, economic, marketing, legal, environmental, social and governmental factors, are discussed in the following Items of this Report. 12.6 QP Statement on the Mineral Reserve Estimation The Mineral Reserves declared are estimated from the 30 June 2023 LoM plan which was developed for the Ergo operations and is based on the Mineral Resource Estimates as at 30 June 2022, depleted to 30 June 2023 together with a set of modifying factors based on recent operational results, and economic inputs provided by Ergo. The assumptions applied in determining the modifying factors and economic inputs are reasonable and appropriate. The LoM plan is in sufficient detail to ensure achievability and is based on historical achievements. All the inputs used in the estimation of the Mineral Reserves have been thoroughly reviewed and can be considered technically robust. The QP applies a low risk to the Mineral Reserves but acknowledges there are several external factors that can impact on Mineral Reserves, such as infrastructural, marketing, financial, environmental, social, and governmental aspects. Refer to Item 19.3, which discusses risk in more detail, and in particular Item 19.3.11 that highlights the risk associated with Mineral Reserves.


 
Technical Report Summary of the Material Tailings Storage Facilities 135 13 Mining Methods Ergo’s business is the retreatment of old gold bearing sand dumps and slimes dams (termed TSFs) to recover gold. Consequently, Ergo has acquired an extensive inventory of gold bearing sand and slimes TSFs spread across the Central and East Rand goldfields produced from the historical processing of gold ores of the Witwatersrand Supergroup, by the gold mines that operated across the gold fields. These mines are now mostly defunct and stretch from the Crown, City Deep and Knights processing plants in the Central Rand to the south of Johannesburg to the Grootvlei Mine in the East Rand over some 70km. The result of Ergo’s retreatment is the creation of a ‘new’ TSF, which tailings are deposited on a mega TSF (Brakpan/Withok TSF) designed to modern standards. In this way, Ergo plays a dual role in creating value and cleaning up the environment. Ergo consists of the processing plant and pipeline infrastructure, the mining rights, licenses and permits to access a large number of surface Mineral Resources (old tailings, slimes and sand dumps) and the active Brakpan/Withok TSF. Table 13.1 indicates Ergo’s historical operation results. The results show that since 2018 Ergo has declined from nearly 24.3Mtpa to 21.0Mtpa. The 2023 tonnage profile was also lower due to significant load sheading at the beginning of the year. A further contributing factor to the reduction in tonnage was the depletion of high-volume reclamation sites. Delays were also experienced in obtaining the necessary authorizations to commence mining of the Rooikraal and Valley Silts TSFs. Although operational tonnage was lower than planned, operational performances were boosted by a higher gold price received for FY2023 (ZAR1 041,102/kg), reporting robust net cashflows. Ergo has adjusted the planned RoM tonnage in the 2023 LoM plan targeting about 21Mtpa. Table 13.1: Historical Ergo Operational Results Year FY2023 FY2022 FY2021 FY2020 FY2019 FY2018 Mined Tonnes (t) ('000) 16,908 21,111 22,952 20,228 23,162 24,281 Gold Produced (kg) 3,882 4,156 4,263 3,989 4,493 4,679 Yield (g/t) 0,229 0,188 0,186 0,197 0,194 0,193 Note: Mined tonnes are based on survey measurements and may slightly differ with the processed tonnes. The QP considers the difference immaterial. 13.1 Mining Method The current mining methods applied by Ergo are suitable for all TSFs (dumps/dams) (Figure 13.1). No selective mining will occur with the entire TSF being processed. No selective mining is the result of four conditions inherent in the Ergo’s operation of reclaiming the dumps: • there is nowhere on the mining sites to dump the below cut-off grade material; • the mining method is not conducive to selective mining; • the operation is a rehabilitation exercise, and all mineralized material must be removed from the site, and it is, therefore, economically beneficial to process all material, even low-grade material; and • Concurrent rehabilitation takes place which reduces the environmental impact as well as the rehabilitation liabilities.


 
Technical Report Summary of the Material Tailings Storage Facilities 136 Figure 13.1: Typical Tailing Storage Facility 13.1.1 Hydraulic Mining The use of water plus energy to mine unconsolidated material has a long history. Documented and physical evidence indicates widespread and sophisticated use in the Californian goldfields in the mid-19th century. Thousands of kilometers of ditches and flumes were constructed to gravitate water from the mountains to generate sufficient pressure to “flush” the alluvial gravel beds into sluices. In recent years, however, the most popular techniques have been based on hydraulic mining used to mine unconsolidated materials, alluvial deposits, freshly blasted ores and for the recovery (or mining) of dewatered TSFs. Hydraulic mining is loosely defined as excavating material from its in situ state using water. A stream of water is directed at the mining face to mechanically break and/or soften the material so that the water flow can carry it away. The application or effectiveness of the method is a function of various factors ranging from the size, velocity and pressure of the water stream to the location, hardness, particle size and moisture content of the material to be mined. Hydraulic mining is typically undertaken using 100mm or 150mm monitor guns (Figure 13.2), with increased production achieved by including additional units. Hydraulic mining provides a high degree of flexibility that allows simultaneous mining at several points over a wide range of production rates. Consequently, grade blending is readily achievable.


 
Technical Report Summary of the Material Tailings Storage Facilities 137 Figure 13.2: Example of Hydraulic Mining Hydraulic mining in semi or near-saturated conditions is possible and common and has a clear advantage over load-and-haul operations. Hydraulic mining does not create, but rather ameliorates the airborne dust problem often associated with fine TSFs and dry mining techniques. A typical generic hydraulic mining system is shown in Figure 13.3.


 
Technical Report Summary of the Material Tailings Storage Facilities 138 Figure 13.3: Hydraulic Mining Process Diagram Source: modified after J Engels, No Date Note: the pumps have been excluded for clarity The planning of hydraulic mining considers several factors: • the required production rate; • the life of the operation; • the type of material to be mined (including hardness, density, grading, specific gravity, degree of contamination (vegetation)); • the site topography, shape and form of the TSF; • the slurry quality requirements; • the pumping distances and pipeline topography • water, power, equipment and labor availability. Considering the abovementioned aspects allows the size and number of monitor guns to be determined. Essentially, most applications require 1m3 of water per dry ton to be mined aiming for 50% solids. A monitor gun can be fitted with different diameter nozzles (100mm or 150mm) that allows production rates to be “fine-tuned”. Before the slurry enters the pumping facilities, it is usually necessary to pass the slurry through a screen or series of screens depending upon the degree of contamination and oversize. Satellite pumps pump slime into a thickener or header tank ahead of the processing plant that accommodates surges in flow, grading or density.


 
Technical Report Summary of the Material Tailings Storage Facilities 139 Hydraulic mining provides slurry feedstock to the mineral processing plant continuously. To maintain production, high pressure water must be ensured. Slurry densities and production rates will not be achieved if the water pressure is not maintained. Critical to hydraulic mining is consistent high slurry densities. If densities drop, less tonnage is delivered to the processing plant, thus increasing the mining cost. Figure 13.4 demonstrates a cross-sectional view of mining a TSF. Figure 13.4: Typical Mining Method for a TSF 13.1.2 Conventional Load, Haul and Slurry A second mining method employed by Ergo is the use of front-end loaders (FEL) to load slimes and sand (Figure 13.5). In these cases, the FELs load from the bottom of the dump and transport the mineralized material to a feed hopper which feeds a conveyor. The conveyor transports (Figure 13.6 to Figure 13.8) the mineralized material to the satellite pump station where it is mixed with water to form a slurry then pumped to the processing plant. In other cases, the FELs load directly onto trucks for transport to the processing plant.


 
Technical Report Summary of the Material Tailings Storage Facilities 140 Figure 13.5: Example of Loading with a FEL Figure 13.6: Example of Loading with a FEL into a Hopper


 
Technical Report Summary of the Material Tailings Storage Facilities 141 Figure 13.7: Example of Material on Conveyor Figure 13.8: Slurry Point for Loading


 
Technical Report Summary of the Material Tailings Storage Facilities 142 13.2 Mining Sections Ergo re-treats slimes and sand dumps from three sections, as depicted in Figure 13.9, the West Section, Central Section, and the East Section. In terms of the LoM plan and the Mineral Reserve statement, the following TSFs are considered material for Ergo: • 4L3 (13.1Mt); • Rooikraal TSF (56.8Mt); • 7L15 TSF (17.1Mt); • Marievale Complex (54.1Mt); and • Daggafontein TSF (192.8Mt). The following TSFs, excluding the material TSFs listed above, are reported on an aggregate basis, as they are included in the LoM plan and cumulatively make the Ergo operation economically viable.


 
Technical Report Summary of the Material Tailings Storage Facilities 143 Figure 13.9: Ergo Sections


 
Technical Report Summary of the Material Tailings Storage Facilities 144 13.2.1 West Rand No Mineral Reserve was declared. 13.2.2 Central Rand Section – City Section Mining areas located from Soweto to City Deep are planned to be loaded and hauled to the City Deep Basin or alternatively 4L25. Slurry is pumped from City Deep via a 600ktpm (500mm NB pipe) pipeline to the Ergo processing plant. Operations from the City Section are planned to be completed in September 2027 and the Knights Section is estimated to be completed in December 2024. Table 13.2 and Table 13.3 depict the working places in the Central Rand that are included in the LoM plan and in the Mineral Reserve. Table 13.2: Central Rand (City Section) Workplace Tonnage (kt) Grade AU (g/t) Recovery (%) 3L1 Sand, 3A1, 3L17, 3L40, 3L43, 4L2, 4L25, 4L3, 4L4, 4L6 and Valley Silts 25,877 0.42 49 Table 13.3: Central Rand (Knights Section) Workplace Tonnage (kt) Grade AU (g/t) Recovery (%) 4A15 – E and S, 4A18, Rose Slime and Rosherville 3,688 0.97 64 13.2.3 East Rand Section Table 13.4 indicates the TSF working sites in the LoM Plan and included in the Mineral Reserve. Table 13.4: East Rand Section (Ergo Section) Workplace Tonnage (kt) Grade AU (g/t) Recovery (%) 4L13, 4L14, 4L23, 4L30, Cason 4L50, 4L49 Elsburg, 4L47 Elsburg, Benoni,5A10 5L27, 5L29, 6A1, 6L13, 6L14, 7L15, Rooikraal, 7L4, 7L5, 7L6, 7L7, Daggafontein 351,895 0.26 41 13.3 Mine Design and Schedule The technical work/studies conducted by Ergo to support the conversion of Mineral Resources to Mineral Reserves and to generate the on-going LoM plan are at least to a PFS level of accuracy (i.e., +/-25%). The LoM schedule mines approximately 21Mtpa from several TSF sites. Table 13.5 provides the modifying factors used to convert the Mineral Resources to a Mineral Reserve used in the 19-year LoM plan. Due to the nature of mining tailings and slimes TSFs,


 
Technical Report Summary of the Material Tailings Storage Facilities 145 no mining loss or dilution is applied in the conversion process. Recovery factors are based on actual plant performances, which are reconciled annually. In addition, as TSFs are man-made deposits placed on top of the original surface, a stripping ratio is not applied to the mine design, although some vegetation (non-material volume) may be removed before mining occurs. Table 13.5: Summary of Modifying Factors for LoM Plan Source Area/Plant MCF (%) LoM Recovery (%) Mining Loss (%) Dilution (%) Total Ergo Operation 100 41 0 0 Note: The recovery associated with the Mineral Reserves used in the LoM plan is 41%. Tailing recoveries vary on a TSF-by-TSF basis Table 13.6 provides the 30 June 2023 19-year LoM tonnage and recovered gold schedule used to support the declaration of the Mineral Reserve. The LoM plan has a cut-off grade of 0.23g/t Au, which is below the planned LoM head grade of 0.28g/t Au. The working cost of ZAR101.99/t is based on the LoM plan. The current LoM plan is robust. However, it remains sensitive to RoM grade, gold price, exchange rate, recovery, and operating costs.


 
Technical Report Summary of the Material Tailings Storage Facilities 146 Table 13.6: Ergo Forecast Production from July 2023 to June 2042 Years 1 2 3 4 5 6 7 2023 to 2024 2024 to 2025 2025 to 2026 2026 to 2027 2027 to 2028 2028 to 2029 2029 to 2030 Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Sand 3,823 1,309 3,813 1,191 2,545 702 981 168 837 141 Slime 16,727 2,722 16,567 2,721 16,904 2,986 20,479 3,346 20,910 3,206 21,458 2,910 22,180 2,668 Total 20,550 4,030 20,380 3,913 19,449 3,689 21,460 3,514 21,747 3,346 21,458 2,910 22,180 2,668 Years 8 9 10 11 12 13 14 2030 to 2031 2031 to 2032 2032 to 2033 2033 to 2034 2034 to 2035 2035 to 2036 2036 to 2037 Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Sand - - - - Slime 21,600 2,615 21,600 2,524 21,520 2,709 21,747 2,450 21,574 1,914 21,600 1,874 21,600 1,874 Total 21,600 2,615 21,600 2,524 21,520 2,709 21,747 2,450 21,574 1,914 21,600 1,874 21,600 1,874 Years 15 16 17 18 19 Total 2037 to 2038 2038 to 2039 2039 to 2040 2040 to 2041 2041 to 2042 Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Tonnes (kt) Recovered Au (kg) Sand - - - - - - - - - - 11,999 3,511 Slime 21,600 1,874 21,600 1,874 21,600 1,874 21,600 1,874 9,598 866 382,464 44,880 Total 21,600 1,874 21,600 1,874 21,600 1,874 21,600 1,874 9,598 866 394,463 48,391


 
Technical Report Summary of the Material Tailings Storage Facilities 147 13.4 Geotechnical and Geohydrology The Witwatersrand TSFs have been successfully and economically exploited for some time, and the geotechnical and geohydrology characteristics are well understood from practical experience. A safe bench height is dependent upon the material being mined and is also influenced by the phreatic surface within the dump. No geotechnical or hydrological risks surrounding Ergo’s operations have been identified that would impact the declaration of a Mineral Reserve. As no open pit mining is taking place, the mine design does not account for slope angles but rather the natural angle of repose from hydraulic mining. To ensure the competency of the wall, an angle of 45˚ is used for mining. No geotechnical or hydrological aspects affecting the surface deposits are significant to the operation and the QP is unaware of any incidents regarding unexpected highwall failure. Mining bench heights are in the order of 15m. Hydraulic mining provides slurry feedstock to the processing plant continuously. To maintain production, high pressure water must be ensured. Slurry densities and production rates will not be achieved if the water pressure is not maintained. Critical to hydraulic mining is consistent high slurry densities. If densities drop, less tonnage is delivered to the processing plant, thus increasing the unit mining cost. The following series of steps offer an overview of the hydraulic mining process: • the water monitor washes the slime material of approximately 15m high benches with a mining width of 15m and a length of 9m or more (“mining cut”); • monitoring will be conducted from the bench of the TSF (i.e., top-down approach); • the resulting slurry stream is channeled in the 15m wide mining cut, which forms a trough to ensure a good flow of the slurry material to the pumps, which will then transport the slurry to the processing plant; and • approximately 6,950t/d (316tph) per water monitor is achievable equating to four hydraulic monitors to produce 600ktpm. The operating position of the monitor will be on the top of the mining cut and operating at a 45˚ angle, as seen in Figure 13.10. The reclamation gun position and bench angles are based on experience and on-site observations.


 
Technical Report Summary of the Material Tailings Storage Facilities 148 Figure 13.10: Hydraulic Mining with Monitor showing Distance and Angle When FELs are used, care is taken to ensure that there is no undermining of the dump highwall with operators being cognizant of the risks related to slumping highwalls. Dozers are used to remove over hanging material where required. No geotechnical or hydrological aspects affecting the surface deposits are significant to the operation and the QP is unaware of any incidents regarding unexpected highwall failure. 13.5 Requirements for Stripping As no underground mining is done, there is no underground development and backfilling required. Other than minimal precleaning with a dozer of the top of the TSFs no pre-stripping is required at Ergo. 13.6 Mining Equipment and Personnel Requirements The equipment required for hydraulic mining is as follows: • Track or pedestal mounted hydraulic monitors; • water columns, 250mm diameter pipes to feed water to the hydraulic monitor;


 
Technical Report Summary of the Material Tailings Storage Facilities 149 • grizzly screen to remove debris from slurry; • satellite pump stations to pump slurry to main pump station; and • main transfer pump station. • Slurry pipeline to pump to the processing plant For loading of sand, excavators, dozers, FELs, trucks and conveyors are required as shown in Figure 13.2.2. Ergo employs 744 full time employees and 1,856 special service providers, with service providers deployed mostly in security, reclamation, and tailings deposition. The processing plants employ 376 persons. 13.7 Mine Plans 13.7.1 Introduction The QPs have identified the material TSFs in the Mineral Resource and Mineral Reserve. In terms of the LoM plan and the Mineral Reserve statement, the following TSF are considered material for Ergo: • City Deep Complex - 4L3, 4L4 and 4L6 (20.28Mt); • Rooikraal TSF (56.8Mt); • 7L15 TSF (17.1Mt); • Daggafontein (192.8Mt); and • Marievale Complex – 7L4, 7L5, 7L6 and 7L7 (54.1Mt). 13.7.2 Central Rand The 4L3, 4L4, and 4L6 (City Deep Complex) TSFs accounts for 20.28Mt and is considered material to Ergo. The City Deep Complex commences mining operations in 2023 achieving a peak mining rate of 5.2Mtpa and is completed in 2028. 13.7.3 East Rand (Ergo) The Rooikraal TSF is scheduled to commence mining in 2023 and completes mining operations in 2034 Rooikraal starts up at 4.6Mt in 2023, with steady state production of 5.4Mt between 2027 and 2033. The final year produces 4.4Mt as the remnant of the TSF is removed. Mining of the Marievale Complex is scheduled to commence in 2026, starting with the mining of the 7L4 TSF, in 2027 the 7L5 TSF embarks with 7L6 and 7L7 TSFs begin mining in 2028. The Marievale complex starts production at 4.7 Mtpa and reaching a steady state mining rate of 9.0Mtpa in 2028 with production influenced by the various TSFs starting-up or winding down production. 7L15 TSF commences mining in 2028 (at 2.8Mtpa) and completed in 2034. Mining of the Daggafontein TSF commences in October 2031. The top cut is mined from 2031 until 2033, the middle cut of the TSF being mined for four years, from 2034 until 2037, and the bottom cut mined from 2038 to 2041 (Figure 13.11, Figure 13.12 and Figure 13.13). Over the 11-year period the Daggafontein TSF produces 192.8Mt at a grade of 0.24g/t Au.


 
Technical Report Summary of the Material Tailings Storage Facilities 150 Figure 13.11: Daggafontein TSF Top Cut Mining Sequence Figure 13.12: Daggafontein TSF Middle Cut Mining Sequence


 
Technical Report Summary of the Material Tailings Storage Facilities 151 Figure 13.13: Daggafontein TSF Bottom Cut Mining Sequence


 
Technical Report Summary of the Material Tailings Storage Facilities 152 14 Processing and Recovery Methods 14.1 Introduction The Ergo processing plant located in Brakpan, is Ergo’s flagship metallurgical plant which currently targets throughput of 1.75Mtpm to 1.80Mtpm. The City Deep processing plant has been reconfigured to operate as a milling and pump station and feed the Ergo processing plant via a 50km pipeline. The City Deep processing plant processes mineralized material from TSFs of the Central Rand areas (i.e., Johannesburg, Germiston, and Boksburg), with mining operations scheduled to close in 2027. The Knights Plant has been reconfigured to operate as a milling and pump station and feed the Ergo processing plant with sand and slime and will operate until 2024. The Ergo processing plant follows the conventional method of extracting gold. The plant has been in operation for more than 15 years, with minor improvements conducted on a regular basis. Ergo retreats historical tailings and the remaining gold in the TSFs is finely disseminated within the material. The gold does not respond to physical recovery methods. Direct cyanidation has been used for decades to solubilize the gold and then recover it by hydrometallurgical techniques. The Carbon in leach (CIL) process is used with elution and final recovery by zinc precipitation which produces >85% bullion quality. 14.2 Plant Feed Grade and Metallurgical Test Work The Ergo processing plant is fed from at least 13 different mining sites (including sand and slime) that are being mined and fed into the plant at any one time. Daily composites are submitted to the assay laboratory for grade determination to assist with the management of the operations. A sub-sample is split and composite samples over a week for metallurgical test work. A bottle roll test is conducted utilizing the same parameters that are used on the full-scale plant. Should any deviations be reported, further investigations are undertaken. Prior to commencing reclamation of any mineralized material, a comprehensive drilling exercise is carried out. As part of the evaluation, sub-samples are sent to Ergo’s in-house metallurgical research laboratory for testing to assess the amenability of the material to cyanidation and what recoveries can be expected. Mineralogy work is not carried out on a routine basis but on a needs-basis associated with the exploration program. Sand material that is coarse in nature, is first milled prior to cyanidation, while slimes material is processed without pre-milling. All feed streams are combined before removing extraneous oversize, which could contaminate the activated carbon, over linear screens. The material is leached with cyanide at an elevated pH in mechanically agitated tanks. Carbon is then used to adsorb the dissolved gold. The loaded carbon is removed from the circuit and the gold eluted off the carbon. The gold is then finally recovered using zinc precipitation and smelting of doré bars. The tailings are pumped to a large Mega TSF (Brakpan/Withok TSF) located south of the Ergo processing plant. The Brakpan/Withok TSF as of June 2023 has a remaining capacity of approximately ~450Mt after implementation of the facility’s final life design. The Ergo plant capacity is limited to 1.8Mtpm in order to maintain tailings in TSF in a stable and safe state, and gold recovery is between 30% and 50%.


 
Technical Report Summary of the Material Tailings Storage Facilities 153 A 100% mine call factor is applied at the Ergo processing plant. For planning purposes, Ergo uses the RoM head grade (i.e., the grade of the RoM material as delivered to the processing plant) and the anticipated residue grade to estimate the recovery which is the head grade minus residue grade multiplied by the tonnage treated. During the life of each TSF, the mined grade is monitored and compared to the estimated Mineral Reserve grade. Generally, these grades tend to track each other. When the TSF is completely mined, a final reconciliation is conducted. Metallurgical test work is carried out routinely using laboratory equipment and leach conditions, which closely mimic the full-scale operation. The test work is considered representative as historical results are consistent, and generally minor deviations are seen on numerous tests from the same source material. The material differs slightly in terms of head grade, particle size and origin, so different recovery factors are used for each source. Due to the consistency of the exploration and metallurgical test work, no bulk sampling or pilot scaling test work is conducted. No specific assumptions or allowances are made for deleterious elements in the material. They are either screened out before entering the processing plant or if they cannot be removed, the metallurgical test work results will include the impact. If the impact is too great, the material will not be treated. Cyanidation of gold bearing material, with elution of gold from the loaded carbon is a tried and tested process and there is nothing novel about the process.


 
Technical Report Summary of the Material Tailings Storage Facilities 154 Figure 14.1: Process Flow Diagram


 
Technical Report Summary of the Material Tailings Storage Facilities 155 Table 14.1: indicates the process recoveries for the various plants for the past two years, and the planned average recoveries over the 19-year LoM. The recoveries are based on metallurgical test work for the various tailings dumps, slimes and silted vleis that are scheduled to be mined over the 19-year LoM plan. Table 14.1: Ergo Process Recoveries Description 2020/2021 2021/2022 2022/2023 2023/42 LoM Average Total Mine 45.9% 48.9% 49.9% 41.0% 14.3 Mineral Process and Equipment Characteristics The metallurgical process and equipment used at the Ergo processing plant is well tested and utilized by numerous tailings retreatment operators in South Africa. 14.3.1 Reception Material received from the various mining sites is first sampled through two in one slurry samplers and then thickened in three large thickeners to produce an underflow with an SG of 1.45 for leaching and for recovery of excess water. 14.3.2 De-sanding Section Thickened material from the three large thickeners is pumped to a distribution box in the de-sanding section. Here the tailings can be directed to four linear screens which have an 850µm aperture cloth for the removal of debris to prevent contamination of the carbon. The undersize from the linear screens is pumped up to a two-way distribution box ahead of the leach. 14.3.3 Carbon-in-Leach The CIL section comprises of two streams of 11 tanks per stream. Each tank has a capacity of 2,000m3 and at a throughput of 1.8Mtpm gives a leach residence time of about 11.5 hours, with the first tank being used for pre-conditioning with lime and oxygen. Cyanide is added to the second and fourth tank in the leach train. Carbon is present in all but the first two tanks and is retained by interstage screens. Carbon is moved counter-current up the leach using recessed impeller pumps. The carbon concentration in the tanks is about 10 - 15g/l. Loaded carbon is transferred to the four loaded carbon hoppers over vibrating screens. Loaded carbon values vary between 200g/t and 300g/t. CIL tailings flow through residue samplers before passing over four safety linear screens. Screened material reports to a residue sump from where it is pumped to the Brakpan/Withok TSF through three tailings pipelines using five of six installed D-frame pumps.


 
Technical Report Summary of the Material Tailings Storage Facilities 156 14.3.4 Carbon Treatment Loaded carbon is acid treated in 8.5t batches in four independent acid wash columns. The carbon then reports to four elution columns. Loaded carbon is first screened over 850µm aperture size vibrating screens to remove slurry, before it is washed with dilute hydrochloric acid to remove acid soluble contaminants. Acid washed carbon is transferred to the elution column (after a neutralization with caustic) which is operated at elevated temperatures and pressure (120°C and 120kPa) to strip gold off the carbon using a cyanide/caustic solution (eluant). The eluate, which now contains the gold in solution, is contacted with zinc powder to precipitate the gold. This gold bearing sludge is then filtered in a plate and frame filter to remove precipitation tails. The zinc precipitation tails pass through a “Policeman Column” filled with virgin carbon to recover any gold in solution that was not recovered in the zinc precipitation process. The filtered sludge is removed from the filter press before being calcined at 600˚C for 24 hours. The calcine cake is then smelted in an arc furnace and cast into dorè bars. Eluted carbon is regenerated in three rotating kilns at about 750˚C, two of which are electric kilns, while the third is a gas kiln. On average about 120 elutions are conducted monthly. 14.3.5 Plant Services Instrument Air: Instrument air is supplied to the float from one compressor house and the remainder of the processing plant from a centrally located facility. Process Water: Process water is made up of thickener overflow and return dam water and is distributed throughout the processing plant by a network of pumps and pipes. Fresh Water: Rand Water Board water is received at a reservoir for use in the processing plant and directly for elution water, fire hydrants and human consumption. Power: Bulk power is supplied to the Ergo processing plant by Eskom. Ekurhuleni Metropolitan Municipality claims to supply power and litigation is pending in this regard the relevance being payment of a surcharge levied by the Municipality in addition to the Eskom rate. Natural Gas: Natural gas is obtained by a pipeline from Sasol and used for elution heating purposes as well as for gas kilns used in the regeneration of carbon. Assay Laboratory: All assays are done by the MAED laboratory which is located on the Ergo processing plant site but is operated by an independent third-party. The laboratory is not accredited by SANAS. 14.4 Personnel Requirements Personnel requirements are stated in Item 13.6. 14.5 Energy and Water Requirements Energy and water requirements are discussed in Item 15.3 and 15.5.


 
Technical Report Summary of the Material Tailings Storage Facilities 157 14.6 Process Materials Requirements Ergo has access to all required process material required through their local or international suppliers.


 
Technical Report Summary of the Material Tailings Storage Facilities 158 15 Infrastructure Ergo currently mines the existing TSFs and sand dumps in the Johannesburg and Brakpan areas with slurry pumped via pipelines from the numerous mining operations to the Ergo processing plant located in Brakpan. The infrastructure required to support the LoM plan is essentially in place, with future infrastructure requirements being designed and estimated by Ergo to a PFS level of accuracy (i.e., +/-25%) with a maximum level of contingency of 15%. Infrastructure requirements and capital costs are based on current mining operations, as the mining methodology applied to exploit the TSFs and sand dumps are substantially the same throughout the LoM plan with no significant operational changes expected between current and planned future operations. The use of railways, port facilities, dams, leach pads and other infrastructure components are not discussed below as they are not material infrastructure components of the Ergo operations. 15.1 Roads Access to the mining sites is via current municipal and regional road networks with no construction or upgrading of unpaved roads. 15.2 Site Offices and Workshops The mining contractors establish site offices as part of the mining contract. Workshops for the maintenance of roads, pumps and pipelines are based at the Ergo processing plant, and no additional infrastructure is required. 15.3 Power Bulk power is supplied to Ergo by Eskom, and the Ekurhuleni Municipality. The power grid infrastructure serving the East Rand is particularly extensive, with electrical power being received through several alternative substations on the Eskom grid. Mining sites are supplied via several separate feeders. The Eskom power grid has been negatively affected by poor power availability and subsequently, it has at times been unable to meet power demand. Some load shedding has taken place during 2022 and 2023, affecting the country and Ergo. Electrical demand is between 50MW and 60MW. Power supply is viewed as a risk to Ergo operations. A risk-mitigating measure that has been implemented by Ergo is the provision of back-up power and other engineering upgrades to prevent plant choke-up/silt-down during power interruptions. These measures have enabled the processing plant to resume full production without extensive delay after each power interruption. A 7MVA diesel emergency power plant is also available as backup. Ergo has a curtailment agreement with Eskom whereby the total consumption is reduced on request by an agreed percentage during load-shedding hours. This involves reducing the total consumption by between 4MVA and 8MVA during load-shedding hours. The reduction in the power consumption results in the operations maintaining an uninterrupted tonnage throughput, but recoveries are lower due to certain parts of the process plant not operating during the load reduction periods.


 
Technical Report Summary of the Material Tailings Storage Facilities 159 15.4 Pumps and Pipelines Slurry transport is mainly via pipelines that carry it to the Ergo processing plant (Figure 15.1). Ergo uses a standard set of pipes and pumps (500mm pipes). Equipment selection is based on the most suitable sizes from the standard equipment range. Figure 15.1: Above Ground Pipeline System The pipelines are mainly installed above ground, providing easy maintenance access and making it easier to identify and rectify any failures on these pipelines. Where necessary, pipe bridges are used along the pipeline routes to cross streams and rivers. The existing pumping and slurry pipeline systems are managed through a supervisory control and data acquisition (SCADA) system. The SCADA system allows Ergo to operate the equipment remotely. Thereby, Ergo can monitor the entire pipeline system via a centralized system. For example, pumps and valves can be used (open/closed or on/off), and readings taken (pressures and flows) from the centralized site, with no actual human-machine interface on the actual site. As the pumps are installed with a duty and standby configuration, the operation of the existing and planned pumping and pipeline systems should be adequate to support the requirements of the LoM plan. Operations west of the Ergo processing plant are serviced by pipeline and other existing infrastructure. The Marievale and Daggafontein mining areas east of the processing plant have pipeline permits/servitudes/surface rights in place. The QP has not identified any impediments that would prevent the construction of the necessary infrastructure to support the LoM plan.


 
Technical Report Summary of the Material Tailings Storage Facilities 160 15.5 Water The primary uses for water are in the Ergo processing plant and for hydraulic mining of the various TSFs. Water used for hydraulic mining turns the dry tailings into a slurry, which is then pumped to the processing plant for processing. Excess water recovered at the thickeners in the processing plant is then returned to the hydraulic mining sites for re-use. However, the main source of water for reclamation purposes is derived from the Brakpan/Withok facility as return water in a “close loop”. In 2017, Ergo completed the construction of a central water reticulation plant to give it the ability to deliver water to all corners of the operation and return it through a fully integrated closed system. Currently 60% to 70% of all process water make up at Ergo is drawn from the Brakpan/Withok TSF to various reclamation sites by way of return water columns. A further 16% of process water top-up needs are from treated underground acid mine drainage (AMD), drawn from a facility operated by the Trans-Caledon Tunnel Authority (TCTA) from whom DRDGOLD secured the right to use up to 30Ml of AMD water per day. Another 14% is from lakes and dams in the region that captures the inflow of seasonal rain and storm water inflows, harvested in terms of the requisite extraction licenses. Potable water is used only where the sensitivity of equipment requires it and for certain early stages of irrigation to settle in newly established vegetation on TSFs. Given the location of the Ergo operations, the QP does not foresee the likelihood of the operations being curtailed due to a water shortage. 15.6 Infrastructure General arrangement drawings are provided for the Rooikraal TSF to demonstrate design work typical of a mining site (Figure 15.2). The actual construction work will vary slightly to account for specific site conditions, but generally, the infrastructure is common from site to site, with 52 TSFs planned to be mined over the 19-year LoM plan.


 
Technical Report Summary of the Material Tailings Storage Facilities 161 Figure 15.2: Rooikraal General Arrangement - Site Layout


 
Technical Report Summary of the Material Tailings Storage Facilities 162 15.7 Tailings Disposal The Brakpan compartment of the Brakpan/Withok is a single large tailings dam that was built by cycloning the tailings at the point of deposition out with the larger particles from the tailings, forming the dam wall. The annual rate of rise is between 4m and 5m. The fines from the cyclones run out into the center of the dam. This generates a more stable wall with the finer material safely stored inside the TSF. With the deposition rate of up to 1.8Mtpm the use of cycloning is viewed as the most appropriate method for disposal of the tailings material. 250mm diameter cyclone units are used with over 300 cyclones connected to the tailings pipeline system. The TSF was originally designed by Knight Piésold. Operational activities are currently under contract by Fraser Alexander. Immediately adjacent to the Brakpan TSF footprint lies the former cleared footprint of an area licensed for tailings storage, spanning approximately 400 hectares. This area, on which a large portion of the Withok compartment stood, was retreated and cleared by the former owners of Ergo. The combined Brakpan and Withok footprints make up the Brakpan/Withok TSF. The final design of the Brakpan/Withok TSF is the engineering design that ultimately brings the TSF to its finality in terms of extent, operation, rehabilitation and management. The construction of the Withok compartment of the Brakpan/Withok SF will require an environmental authorization. A Water Use Licence and license to construct from the Department of Water and Sanitation (DWS) Dam Safety Office. The final life design is expected to be submitted to the DWS in April 2024. The implemented final design will result in alignment with the Global Industry Standard on Tailings Management (GISTM) and regulatory bodies, increase deposition capacity, improve operation/management and bring about the sustainable closure of the facility. The Brakpan/Withok TSF will provide sufficient storage capacity to support Ergo’s 19-year LoM plan. The Brakpan/Withok TSF as of 30 June 2023 has a revised and optimized capacity of 450Mt. 15.8 Conclusion The QP is of the opinion that all significant infrastructure and logistical requirements have been considered. It is notable that Ergo has been operating for more than 15 years and has a very good understanding of infrastructural and logistical requirements.


 
Technical Report Summary of the Material Tailings Storage Facilities 163 16 Market Studies 16.1 Markets All gold produced is delivered to the Rand Refinery for refining with no restrictions on the quantity or time frame. DRDGOLD has a long-standing off-take agreement with the Rand Refinery that refines the gold produced by Ergo. Ergo holds a 1.1% share in Rand Refinery and together with DRDGOLD limited holds a 11.3% share. Rand Refinery is based in Germiston, South Africa, some 23km from the Ergo operations. All gold is sold to the Rand Refinery with no limit to quantity or time frame. DRDGOLD has a long-standing offtake agreement with the Rand Refinery according to which gold is sold on the prevailing spot in South African Rands. Ergo has no other material contracts other than the agreement with Rand Refinery. When applying the 30 June 2023 spot exchange rate (ZAR18.78/USD) to the associated gold price of USD1,943/oz Au, a real gold price of ZAR1,173,183.94/kg is computed. Gold is a precious metal, refined and sold as bullion on the international market. Aside from the gold holdings of central banks, current uses of gold include jewelry, private investment, dentistry, medicine, and technology (Table 16 1). Table 16.1: Above Ground Gold Stocks in 2023 Description Quantity (t) Contribution (%) Jewelry 95 547 46% Private Investment 46 517 22% Bank Holdings 35 715 17% Other 31 096 15% Source: GoldHub, 2023 The largest use of gold is in jewelry, accounting for approximately 46% of the above-ground gold. Gold does not follow the usual supply and demand logic because it is virtually indestructible and can easily be recycled. In addition, gold stored in the vaults of banks is relatively illiquid and subject to the vagaries of global economies. These characteristics of the gold market make it challenging to forecast the gold price. 16.2 Gold Price The QP considered five years of historical analysis to form an opinion of the expected gold price and exchange rate going forward because the QP believes that a five-year period sufficiently covers the market volatility seen in the international gold market. This is also consistent with the five years of consensus pricing relied on for the price forecast. The gold price increased in 2020 due to uncertainties related to the outbreak of Covid-19. It then steadily declined to a spot price of ~ZAR1,173,183.94/kg (i.e., USD1,943/oz at ZAR18.78/USD) as at 30 June 2023 (Figure 16 1).


 
Technical Report Summary of the Material Tailings Storage Facilities 164 Figure 16.1: Gold Price Historical Trendline The linear trendline indicates robust gold price potential over the near to medium-term. 16.3 Exchange Rate Trends The ZAR to USD exchange rate saw record-breaking highs in the second quarter of 2020 (ZAR19.35/USD) but has subsequently dropped back to ZAR18.78/USD as at 30 June 2023. A factor in the deterioration of the local currency in 2020 was the lockdowns and economic volatility brought on by Covid-19. The exchange rate of ZAR17.39/USD compares well with the five-year historical trendline as displayed in Figure 16.2. Figure 16.2: Exchange Rate Trendline Various service providers and financial institutions are consulted to determine consensus forecasts of the gold price (Table 16.2).


 
Technical Report Summary of the Material Tailings Storage Facilities 165 Table 16.2: Long Term Consensus Forecasts in Nominal Terms Description Year 1 (FY2023) Year 2 (FY2024) Year 3 (FY2025) Year 4 (FY2026) Year 5+ (LT) USD/oz 1,962 1,917 1,886 1,866 1 600 ZAR/USD 17.65 18.15 18.33 18.48 16,60 ZAR Price/kg 1,112,784 1,118,818 1,111,140 1,109,147 853,923 Source: DRDGOLD, 2023 The economic assessment for the Mineral Reserve estimate relies on a real price of ZAR1,081,261/kg (i.e., USD1,934/oz at ZAR17.39/USD) as of 30 June 2023 terms as provided by DRDGOLD. The QP has considered the consensus forecasts supplied by DRDGOLD against linear trends in the demand and supply of gold as recorded over the period from 2013 to 2022 to examine whether these forecasts are reasonable. 16.4 Global Demand Figure 16.3 illustrates the global demand over the past ten years (i.e., 2013 to 2022). Figure 16.3: Global Gold Demand from 2013 to 2022 Source: GoldHub, 2023 16.5 Global Supply The global gold supply from mining and recycling activities over the same period is presented in Figure 16.4.


 
Technical Report Summary of the Material Tailings Storage Facilities 166 Figure 16.4: Global Gold Supply from 2013 to 2022 The supply from mining satisfied some 77% of the demand in 2022, with the balance met by recycled gold. Below are the top thirteen gold-producing countries in 2022 (Table 16.3). Table 16.3: Global Gold Production Rank Country Production (t) 2017 2018 2019 2020 2021 2022 1 China 429 404 383 368 332 375 2 Russia 281 295 330 331 331 325 3 Australia 293 313 325 328 315 314 4 Canada 171 189 183 171 193 194 5 United States 236 225 200 190 187 173 6 Ghana 133 149 142 139 129 127 7 Peru 167 163 143 98 127 126 8 Indonesia 118 153 92 101 118 125 9 Mexico 120 118 109 102 125 124 10 Uzbekistan 91 92 93 100 105 111 11 Mali 74 88 97 92 99 102 12 Burkina Faso 75 78 83 93 103 96 13 South Africa 154 128 111 99 114 93 Source: GoldHub, 2023 16.6 Concluding Comments The QP notes a short-term up-tick despite the long-term reduction in demand together with an essentially constant supply over the past six years. These trends are not inconsistent with the forecast


 
Technical Report Summary of the Material Tailings Storage Facilities 167 price trend in Table 16.2. The QP is satisfied that a real 30 June 2023 gold price of ZAR1,081,216/kg is a reasonable assumption for examining the economic viability of the Mineral Reserve estimate.


 
Technical Report Summary of the Material Tailings Storage Facilities 168 17 Environmental Studies 17.1 Results of Environmental Studies An Environmental Impact Assessment (EIA) has been conducted over the Ergo operation with the findings of the EIA showing that the operation would result in certain negative impacts during the operational phase to the environment, however, none of the specialist studies objected to the project. During the mining operations, negative impacts are largely Moderate to Insignificant, and after interventions the impacts are mitigated to a Low significance. During the decommissioning and post-decommissioning phases, most of the impacts will be positive as the historical TSFs and associated environmental impacts of the TSFs are removed. Social and community interaction remains a key focus for Ergo. Stakeholder engagement is reported annually with the SLP compliant and filed with the proper authorities. Ergo appears to have good relations with surrounding communities and engages proactively. The QP is unaware of any material flaws in terms Ergo’s social license to operate, however, it is noted that in the current South African socio-political issues remain a risk and require constant monitoring. Rehabilitation is carried out once the reclamation of individual TSF is completed, with rehabilitation returning the disturbed land to as close to its original landscape as possible. The principles for proper rehabilitation are: • preparing a comprehensive rehabilitation plan prior to the commencement of any activities on site; • stormwater management must be in place at the site prior to commencing with any activities; • landform design (e.g., shaping, re-grassing, etc.); • maintenance management and eradication of invader species; • a plan on how waste will be managed on site; and • an emergency preparedness/response plan. The objective of the site rehabilitation (in accordance with the NEMA EIA Regulations of 2014) must be measurable, practical and be feasible to implement through: • providing the vision, objectives, targets and criteria for final rehabilitation of the project; • outlining the principles for rehabilitation; • explaining the risk assessment approach and outcomes and link decommissioning activities to risk; • rehabilitation detailing the decommissioning and rehabilitation actions that clearly indicate the measures that will be taken to mitigate and/ or manage identified risks and describing the nature of residual risks that will need to be monitored and managed post decommissioning; • identifying knowledge gaps and how these will be addressed and filled; and • outlining monitoring, auditing and reporting requirements. 17.2 Requirements for Tailings Disposal, Site Monitoring and Water Management The general description of the Brakpan/Withok TSF is covered in Item 15.


 
Technical Report Summary of the Material Tailings Storage Facilities 169 17.2.1 Site Monitoring Site monitoring provides information on whether rehabilitation methods employed are functioning correctly or not. The purpose of monitoring is to ensure that the objectives of the rehabilitation program are met, and that the progressive rehabilitation process is followed as planned during the LoM. Digby Wells conducts environmental audits on an annual basis. The post closure monitoring period will begin once scheduled decommissioning and rehabilitation activities for the sites have been completed. The duration of post closure monitoring will be determined based on environmental performance and until it can be demonstrated that the rehabilitation work has achieved the agreed outcomes; however, at present, it has been assumed that post closure monitoring will not continue for more than five years. It is important that the data obtained during monitoring is used to gauge the success of rehabilitation. Negative monitoring findings should be clearly linked to specific corrective actions. Ergo has implemented a Tailings Management Policy. Ergo is committed to aligning itself with the Global Industry Standard on Tailings Management (GISTM). Geo Tail SA (Pty) Ltd is the appointed Engineer of Record for the Brakpan-Withok TSF and provides surveillance to ensure that all Ergo’s residue storage facilities are operated and managed at a controlled level of risk. Daily operational performance assesment, Quarterly management meetings, annual performance review and Expert Tailings Review Panel reviews are the main mechanisms for on-going risk management and are conducted to update the performance for the TSF and to eliminate flaws and address critical factors (if present) in the structural stability management of the TSF. The following aspects should be monitored during the post-closure phase. 17.2.2 Water Management The quality of groundwater and surface water at the various sites will be monitored quarterly for five years post closure, except for the Knights Mining Right which requires 30 years monitoring at certain monitoring points as per the approved WULs, to ensure compliance of the various constituents with the standards. Samples should be analyzed for particulate and soluble contaminants. Water monitoring will be taking place at 76 different locations. 17.2.3 Vegetation Monitoring The following vegetation monitoring is recommended: • vegetation cover; • species composition; • erosion; and • alien invasive plants. 17.2.4 Vegetation Maintenance Vegetation maintenance will specifically focus on fertilizing the rehabilitated areas annually if required, controlling alien invasive plants where needed and general maintenance such as in-filling of erosion gullies. In the case of erosion, the cause should be identified, and rectified.


 
Technical Report Summary of the Material Tailings Storage Facilities 170 17.2.5 Water Monitoring Currently, 61% of all process water make-up at Ergo is drawn from water returned from the Brakpan TSF as shown in Table 17.1. Table 17.1: Ergo Water Consumption Description Total Consumption 2023 Total Consumption 2022 Ml % Ml % Potable Water Sources Externally 2,224 9 2,460 9 Rondebult Waste Water - - 27 - Surface Water Extracted 3,481 14 4,691 18 Water Recycled in Process 14,869 61 16,302 62 TCTA Water (AMD) 3,924 16 2,907 11 Total Water Used 24,498 100 26,360 100 17.2.6 Legal and Permitting Table 3.2 of the TRS discusses the Mining Rights and Prospecting Rights details for Ergo and the status thereof. Ergo’s EMPs encompasses all the activities of Ergo’s operations and assesses the environmental impacts of mining at reclamation sites, plants and TSFs. It also outlines the closure process, including financial provisions. There are currently no legal challenges to Ergo’s title to its reserves other than those discussed below. The QPs are aware of one issue that could impact on Ergo’s current mining rights or mining operations. Grootvlei Complex: Ergo has a Mining Right over Grootvlei TSF 6L14 via Mining Right GP158MR and has a renewed Prospecting Right over Grootvlei TSFs 6L16, 6L17 and 6L17A. During the 2022 financial year, an external party raised a conflicting claim of common law ownership of TSFs 6L16, 6L17 and 6L17A. Although the claim was on common law ownership and no challenge has been brought against the Prospecting Rights over the dumps, the Grootvlei Complex has been excluded from the Mineral Reserves statement and the LoM plan. However, the Grootvlei Complex has been included in the Mineral Resources statement as Ergo as a result of the successful renewal of the prospecting rights during the current financial year. 17.3 Plan Negotiations, or Agreements with Local Individuals or Groups Social and community interaction remains a key focus for Ergo. Stakeholder engagement is reported annually against the SLP and any complaint is filed with the proper authorities. The QP is unaware of any material flaws of Ergo’s social license to operate. However, it is noted that in the current South African political environment, social and community issues always remain a risk and require constant monitoring. The five-year SLP was submitted by Ergo in terms of the requirements of the MPRDA. The development, submission and implementation of an SLP is a requirement of the MPRDA and the right to mine. Table 17.2 indicates the budget for the 2023 to 2027 SLP, noting that the SLP plan is conducted in five-year segments.


 
Technical Report Summary of the Material Tailings Storage Facilities 171 The SLP covers three key elements: • Human Resource Development (HRD): which focuses on the empowerment of historically disadvantaged South Africans to progress to higher career levels within the industry. Ergo has various programs to address this aspect, including skills development programs, career progression and mentorship employment equity targets; • Local Economic Development (LED): which focuses on the upliftment of both the surrounding (affected) and labor-providing communities. Ergo has four projects, one agricultural development, a sewing project and two projects to upgrade facilities at primary schools. A ZAR10 million budget is allocated to these LED projects; and • Program for Management of Downscaling and Retrenchment: which focuses on minimizing negative impact due to either job losses through retrenchment and mine closure in the long- term. Table 17.2: SLP Financial Provision Summary Description 5-Year Financial Provision (ZAR) Human Resource Development 133 259 888 Local Economic Development 23 200 000 Downscaling and Retrenchment* 17 100 000 SLP Budget 173 559 888 Note: *This amount has already been accrued and is available for reskilling should the mine prematurely be forced to close. 17.4 Mine Closure Plans Remediation Plans, and Associated Costs In accordance with South African mining legislation, all mining companies are required to rehabilitate the land on which they work to a determined standard for alternative use. Ergo has spent ZAR280 million on various environmental rehabilitation activities in the past five financial years between 2019 and 2023. A community consortium, consisting of nine local companies that represent areas including Langlaagte, Diepkloof, Meadowlands, Orlando West, Orlando East, Riverlea, Pennyville and Ormonde, has been established to conduct certain rehabilitation work for Ergo as part of its small enterprise development initiatives. Ergo is on track to complete this vegetation program by 2026. In 2016, a decision was taken to complete the recovery of mine waste materials from several legacy reclamation sites and to close the Crown plant. The clean-up of the legacy sites has proven difficult and costly and requires the use of earthmoving equipment to mechanically lift and move residual material. Steady progress is being made on the clean-up and closure of these legacy sites. As clean-up work on former reclamation sites is completed, applications are submitted to the National Nuclear Regulator (NNR) for land clearance certificates. Between 2019 and 2022, applications were lodged with the NNR in respect of 274.2ha of rehabilitated land for clearance. There were no applications lodged with NNR during 2023, but 29.7ha of land clearances were granted by the NNR. 56ha remains outstanding at 30 June 2023. Ergo’s decommissioning and restoration liabilities are funded by a combination of funds that have been set aside for environmental rehabilitation. ZAR141.9 million is currently held in the Guardrisk Cell Captive under a ring-fenced environmental insurance policy. Further environmental guarantees of


 
Technical Report Summary of the Material Tailings Storage Facilities 172 ZAR377.8 million have been issued by Guardrisk Insurance Company Limited to the DMRE. In total, Ergo has ZAR519.7 million in environmental rehabilitation and closure cover. The calculated costs for rehabilitation and closure of the Ergo Operations estimated by Digby Wells are ZAR702.5 million (Table 17.3). Ergo systematically audits and monitors progress on rehabilitation and closure and adjusts its provision accordingly. Required audits are undertaken and submitted to the DMRE annually. Table 17.3: Ergo Rehabilitation Financial Provision Summary Area and Mining Right Closure Cost 2023 (ZAR) CMR - GP186MR 13,465,611 Crown - GP184MR 139,742,356 City Deep - GP185MR 45,154,525 Knights - GP187MR 53,080,889 Ergo - GP158MR 451,043,119 Total (excluding VAT) 702,486,500 Source: Digby Wells, 2023 17.5 QP Statement on the Environmental Studies, Permitting, Plans, Negotiations, with Local Individuals or Groups The QP is satisfied that all material issues relating to Environmental, Social and Governance have been addressed in this document. The above statement is borne out by the fact that Ergo incurred no fines of monetary value or significant non-monetary sanctions for non-compliance with environmental laws and regulations were imposed over the past five years (2019 to 2023). The QP finds the funding mechanism appropriate for mine rehabilitation and mine closure, but notes that there is a shortfall between the reclamation funding and the July 2023 Digby Wells closure cost estimate.


 
Technical Report Summary of the Material Tailings Storage Facilities 173 18 Capital and Operation Costs The capital expenditure and operating costs provided take cognizance of the requirements to support the LoM plan. The capital expenditure takes into account the ongoing requirements of starting new operating sites as current TSFs Mineral Reserves are depleted. This capital expenditure schedule is based on the LoM production schedule with the capital expenditure based on mining and engineering designs conducted to a PFS level of accuracy (i.e., +/-25%) with a maximum level of contingency of 15% being applied. The operating costs support the planned LoM production profile taking into consideration whether slimes or sand material is mined and the method and distance in which the mineralized material is transported (i.e., pumped or trucked). Operating costs are activity-based costs accounting for surface mining costs (extraction and transportation); processing costs (including tailings disposal costs), cost of maintaining key mine infrastructure and general and administrative costs. The estimate of operating costs are based on historical operating cost data, which is well understood as Ergo is a well-established mining operation. Operating costs are estimated to at least a PFS level of accuracy with no contingency applied due to the understanding of the cost to mine and process the RoM material. 18.1 Capital Expenditure A total capital of ZAR5.106 billion is scheduled to support the Ergo LoM plan. The breakdown of capital expenditure indicates much of the capital, ZAR5.019 billion, is allocated to the Ergo Section over the duration of the LoM plan with an additional ZAR87.658 million allocated in 2023 for the City Section. As the mining at the Knights Section is completed in 2024 there is no allocation of capital. Included in Ergo’s LoM plan is the estimated capital expenditure of the upgrade of Ergo’s electricity infrastructure and the development of the 60MW solar farm and 160MWh battery energy storage system of ZAR2.044 billion. The costs are based on contracts concluded in the name of Ergo, before 30 June 2023. DRDGOLD is currently in the process of finalizing the vehicle in which the solar assets will be housed within the group and expects this process to be completed by 30 June 2024. In the event that the solar assets are housed in a Special Purpose Vehicle (SPV), this will result in a tariff being charged to Ergo and other off takers in the wheeling arrangements by the SPV. The full benefit of the solar project and costs have been included in the economic analysis presented in Item 19. The capital expenditure summary as proposed in the 30 June 2023 LoM plan is presented in Table 18.1. The level of accuracy for the capital expenditure is to at least a PFS level of accuracy (i.e., +/- 25%) with a maximum level of contingency of 15%. Ergo has been involved in the reclamation of TSFs over the past 15 years, and as the capital requirements to establish mining is similar in nature for each TSF, Ergo has a very good understanding of the capital requirements and therefore places a low risk to the prefeasibility capital expenditure estimate.


 
Technical Report Summary of the Material Tailings Storage Facilities 174 Table 18.1: Capital Expenditure Summary Area Budgeted Capital Expenditure (ZAR 000) Ergo Section 5 018 735 City Section 87 658 Knights Section 0 Total (excluding VAT) 5 106 393 18.1.1 Ergo Section Capital Expenditure This section depicts the capital expenditure estimate for the Ergo Section as indicated in Table 18.2. Table 18.2: Ergo Capital Expenditure Estimate Project Capital Expenditure (ZAR 000) 4L14 41 757 7L15 64 200 4L39 74 822 5L27 24 197 Daggafontein 285 347 Marievale 7L5 269 775 Marievale 7L7 100 006 Withok TSF 1 325 MV works 13 127 20 MW PV 668 165 Battery energy storage & control system 1 221 541 Power line infrastructure upgrade 141 350 2023/24 capital 279 448 On-going sustaining capital1 510 Total 5 018 735 Note: 1. Sustaining capital equates to ZAR30 million between years 2 to 18. Table 18.3 indicates the capital expenditure estimate for the City section.Table 18.3 Table 18.3: City Total Capital Expenditure Summary Area Budgeted Capital Expenditure (ZAR 000) 4/L/4 TSF 20 894 Valley Silts 66 764 Total (excluding VAT) 87 658 Due to the short life of the Knights Section, no capital expenditure has been planned or budgeted.


 
Technical Report Summary of the Material Tailings Storage Facilities 175 18.1.2 QP commentary The QP associates a low risk to the engineering capital expenditure for the mining associated projects as the design and construction of pump stations and pipelines have been conducted numerous times by Ergo. The QP notes the level of accuracy for the capital expenditure estimates are to a PFS level accuracy (i.e., +/-25%). Contingency varies between 0% to 15% with contingency typically applied to civil work, structural steelwork and electrical and instrumentation. In no case is the contingency above 15%. The QP is of the opinion that the risk associated with the Withok compartment capital estimate and solar plant and storage facility is Low to Medium and typical of a PFS level of accuracy (i.e., +/-25%). 18.2 Operating Costs Mining related operating costs are assigned to the Ergo processing plant and the mining of the various TSFs. A different operational cost is applied to each deposit, depending on its composition, proximity to the processing plant and the reclamation method. Sand dumps have a higher cost than slimes, as sand must be milled down to 80% less than 75µm while the slime can be treated in the CIL tanks directly. The electricity operating costs includes the expected saving by Ergo as a result of the solar project. Mining related operating expenditures are assigned to the planned TSFs to be mined and the Ergo processing plant. The planned total operating cost for the Ergo 19-year LoM plan is estimated at a PFS level of accuracy (i.e., +/-25%) with no contingency applied to the total working cost of ZAR101.99/t (Table 18.4). Table 18.4: Total LoM Operating Cost for Ergo Operating Cost Total LoM Operating Cost (ZAR 000’s) Labor 7 478 989 Consumables 17 508 396 Electricity 2 690 440 Water 519 173 Contractors 5 041 718 Other 4 810 888 Sub-total Cash Cost 38 049 604 Rehabilitation Cost 642 599 Other Operation Cost 450 935 Retrenchment Cost 123 994 Corporate Cost 963 026 Sub-total Other Cost 2 180 554 Total Working Cost 40 230 157 The development of the annual operating costs is based on historical cost data as Ergo has been operational for numerous years. The operating costs associated with hydraulic and load and haul mining to establish mining are similar in nature for each TSF, Ergo has a very good understanding of the operating costs. The QP associates a Low risk with many of the operating costs, however a


 
Technical Report Summary of the Material Tailings Storage Facilities 176 Medium risk is associated with consumables, electricity and water due to the volatile nature of the market of these items. Ergo is attempting to mitigate the volatility with the installation of the solar power project and the reuse of water where possible. Refer to Item 19.3 for more details on risk.


 
Technical Report Summary of the Material Tailings Storage Facilities 177 19 Economic Analysis 19.1 Economic Analysis The 30 June 2023 19-year LoM plan, which is the basis of the Mineral Reserve, is scheduled to mine a total of 396.10Mt at a ROM grade of 0.28g/t Au and produce 48,529kg of gold over the same period. The economic analysis is based on a LoM plan that is designed to a PFS level of accuracy (i.e., +/- 25%). The economic analysis indicates a net present value (NPV) of ZAR2.313 billion after capital expenditure and tax (22%) utilizing a discount rate of 10.96% (real terms). As the Ergo operations are on-going with an annual positive cashflow, the internal rate of return (IRR) and payback period are not applicable. Table 19.1 presents the Ergo cashflow model over the 19-year LoM Plan. The NPV has been calculated by discounting the positive cashflows at the appropriate rate and subtracting the required capital expenditure. The QP has made the assumptions listed below to derive a realistic base case operational cashflow model: • the production schedule is sourced from the Ergo LoM plan. The mining tonnage schedule varies between 11.2Mtpa and 22.18Mtpa; • plant feed grade as per the LoM schedule with an average grade of 0.28g/t gold; • the average metallurgical recovery over the LoM schedule is 41.1%; • total working costs estimated at ZAR101.99/t RoM are inclusive of mining, metallurgical and general and administration costs (working costs); • the gold market price is set at ZAR1,081,261kg (see Item 16 for further information for gold price in USD/oz and exchange rate); • capital expenditure of ZAR5.106 billion is inclusive of contingency; • no salvage value of assets has been assumed; • A forecast long term average tax rate of 22% based on the South African gold rate formula has been applied and 27% for solar related income; • a discount rate of 10.96% in real (no inflation) terms; • benefit and cost of the solar project; • no royalty payment is applicable to Ergo, as the operation is not subject to royalties on the retreatment of TSFs; • capital expenditure was fully written-off against operating profit, with no time constraint; and • no escalation or inflationary effects have been included in the economic evaluation, which is based on constant money value (real terms). The NPV of the Ergo LoM plan as at 30 June 2023 was calculated at ZAR2.313 billion at a discount rate of 10.96% as shown in Table 19.1.


 
Technical Report Summary of the Material Tailings Storage Facilities 178 Table 19.1: Economic Analysis Note: Other revenue is based on selling excessive energy produced by the solar plant.


 
Technical Report Summary of the Material Tailings Storage Facilities 179 19.2 Sensitivity Analysis The sensitivity analysis of the Ergo financial model that varies revenue (price and grade); operating cost, and capital expenditure at 10% increments above and below the base case is shown in Figure 19.1. Figure 19.1: Global Gold Supply from 2013 to 2022 The sensitivity analysis indicates that the Ergo operations are sensitive to revenue parameters such as gold price, grade, and recovery. In addition, the LoM plan is also sensitive to changes in operating costs. The sensitivity analysis indicates that the LoM plan is not as sensitive to capital, and therefore, capital expenditure should be considered if the expenditure will result in reducing operating costs or increasing revenue. The sensitivity indicates that achieving the LoM plan in terms of tonnage is critical in realizing the planned operating costs and being able to mine at the planned cut-off grade. The QP is unaware of any capital expenditures that, if delayed, would materially affect the LoM plan or cashflow. 19.3 Risk Assessment The following highlights show the key risks that Ergo has identified as critical to their operations, as well as comments on mitigation of these risks. 19.3.1 Limited Tailings Storage Capacity Ergo is a volume-driven business. As a result, Ergo needs to ensure that there is sufficient capacity in its TSFs to deposit material after processing and extracting gold in the plant. The Ergo operations are dependent on large TSFs to deposit processed material. New tailings capacity is needed to continue in future at the required deposition rates. The timing to have the new Withok compartment of the Brakpan/Withok TSF online is critical as a delay may result in reduced deposition rates or a halt in deposition which will have an adverse financial impact on the business. Ergo believes that a license for the Withok compartment will be granted as it will meet the requirements of current legislation and South African National Standards codes for the TSF construction.


 
Technical Report Summary of the Material Tailings Storage Facilities 180 19.3.2 Country Risk South Africa is exposed to a number of socio-economic challenges such as high unemployment, slow economic growth, high levels of corruption and crime. In addition, the political environment is uncertain. These may trigger social unrest due to the lack of service delivery by the governments as well as hardship as a result from these socio-economic issues. Ergo participates in forums with local communities, industry, and government to remain abreast of political matters and to strengthen relationships. Ergo promotes direct engagement with peer businesses and regulators on issues that have an adverse impact on the business to encourage positive change. 19.3.3 Security Issues The current security issues (including organized crime, fraud, theft, bribery, corruption) poses a threat to employees’ safety and may result in operational disruptions. Deployment of sophisticated security technological solutions and expansion thereof is ongoing. Ergo forms part of a security network that works closely with other mining houses and various law enforcement agencies aimed at addressing criminal activities. The impact of the security risk has reduced as a result of the continuous investment in technology, surveillance, and training of security personnel. 19.3.4 Eskom Electricity Supply Eskom is currently in a critical situation and is facing a number of challenges. The issues faced by the state-owned entity are escalating due to (not limited to) ageing infrastructure, cable theft, financial and maintenance issues These have resulted in the implementation of higher stages of load shedding to ration electricity supply and higher annual tariff increases. It is expected that electricity supply issues will continue for the foreseeable future. The company has reduced the electricity supply risk from Eskom through implementation of emergency generators for critical areas of the operations. Furthermore, DRDGOLD approved Phase II of the construction of the solar power project during the current financial year. The entire solar project will now comprise 60MW of generating capacity by the solar farm and the installation of a battery energy storage system which is capable of providing up to 160MWh of power to the Ergo plant and the TSF. The project is currently under development and is expected to be fully commissioned by the end of October 2024. The project is expected to not only address the electricity supply risk but also the risk associated with the continued above inflationary increases of the tariffs charged by Eskom and will therefore assist in reducing future electricity costs. The capacity of the solar assets also allows for the generation of surplus power to be wheeled back into the grid. The project will also assist with the reduction of Ergo’s carbon footprint. 19.3.5 Climate Change Impact The risk of climate change is increasing both locally and globally. There is an increase in the frequency and intensity of extreme weather events, and the continued emission of greenhouse gases and other factors increase this risk.


 
Technical Report Summary of the Material Tailings Storage Facilities 181 Severe storm events linked to climate change are on the increase and likely to become more severe in future. Ergo operations, with its extensive reclamation sites and large tailings facilities, are exposed to severe rainfall events which may cause severe damage and interrupt operational activities. Ergo is also exposed to a growing number of critical drivers of change and expectations, including new national and international legislation/ regulations, increased public concerns as well as pressure from lobby groups, regulators, and investors. Failure to adapt or transition to climate change measures may negatively impact the business and could lead to reduced investor confidence. 19.3.6 Threat to Social and Operating Licenses or other permits Failure to operate in a sustainable and responsible manner and increasing pressures and demands on business by local communities, NGOs and other organizations could negatively impact Ergo’s license to operate and damage its reputation. Ergo will increasingly be exposed to this risk should social and economic conditions in the country does not improve. Ergo is committed to operating in a sustainable and responsible manner and to improving the quality of life of those residing in the communities around its operations. These commitments are outlined in Ergo’s social and labor plan and Corporate social investment initiatives and its efforts in this regard are continuously monitored and reported on. Through ongoing stakeholder engagement with government structures, local communities and NGOs Ergo strives to strengthen its relationships to promptly and effectively address concerns raised. 19.3.7 Social-political Instability and Social Unrest South Africa remains at high risk of social unrest due to its high unemployment, rising inequality and increased lawlessness. Poor service delivery at all levels of government and political instability add to the sense of frustration that may increase the potential of violent unrest that could cause damage to property, harm to people and disrupt operations. Ergo is continuously assessing its exposure to social challenges and is committed to develop and adapt strategies to mitigate their effects but more so to improve the quality of life of communities in Ergo’s areas of operation. Ergo acknowledges the importance of understanding the dynamics and needs of communities and to improve its engagement through appropriate communications with affected communities. Ergo’s SLP initiatives offer opportunities through which Ergo seeks to improve its Local Economic Enterprise Development Programs. Ergo’s security strategy/programs have been successfully expanded to include surrounding communities. 19.3.8 Complexity of Legal/Regulatory Compliance Complexity and uncertainty within the regulatory environment is an ongoing issue for mining houses. Lack of communication between government and regulators remains an issue that may increase the cost of compliance.


 
Technical Report Summary of the Material Tailings Storage Facilities 182 Ergo aims to manage this uncertainty through engagement with key stakeholders and industry associations and by ensuring Ergo has access to specialized knowledge. The Group is currently in the process of further enhancing the compliance structure to assist with the identification, assessment, monitoring and reporting on the risk exposure associated with any non-compliance with current legislation that may be incurred through the activities performed by the Group. 19.3.9 Capital Projects Progress Risk Regulatory and supply chain challenges as well as pressures from key stakeholders may impact project delivery and returns. Failure to develop and operate projects in line with expectations and forecasts could negatively impact business performances. Robust project governance and processes have been put in place to ensure expected project deliverables. Stakeholder relationships and rigorous LoM planning forms an essential element of all projects. 19.3.10 Supply Chain Risk The global economic environment, geopolitical tensions as well as inflationary pressures worldwide have highlighted the interdependencies of supply chains. The risk of dependency on key suppliers requires ongoing focus and proactive management. The unavailability of critical material such as reagents and critical equipment may affect production and operating costs resulting in loss of revenue. Delays in supplies, freight costs and higher than inflationary increases for capital equipment are crucial elements for new projects. Ergo’s supplier management plan includes constant monitoring of supply chain risks and the development of future looking mitigation strategies. Ergo has secured key supply demands through supplier contracts and is continuously seeking diversification of its supplier pool. Ongoing initiatives are also pursued in the recovering of reagents and the use of alternative sources of reagents. 19.3.11 Depletion of Ergo Mining’s Mineral Reserves Ergo Mining’s strategy is to maintain its mineral reserve base by improving the robustness of its LoM plan by increasing production through better extraction efficiencies. Another risk associated with Ergo Mining’s mineral reserve is the depletion of higher grade reserves. The current gold price assists with the economic viability of lower grade TSFs, however when the gold price drops it will be important to optimize the LoM plan to enable the mining of lower grade TSFs. This can be achieved through optimizing the mining throughput, reducing operating costs and improving mineral recovery. 20 Adjacent Properties There are no adjacent properties to report. 21 Other Relevant Data and Information Ergo is committed to improving governance and transparency in the safety and management of TSFs, a commitment that so far has taken Ergo to implement the following:


 
Technical Report Summary of the Material Tailings Storage Facilities 183 • an internal Tailings Performance Management System (TPMS) was implemented for dedicated data collection, storage and processing to ensure the integrity of the data for day-to-day management and oversight purposes and • quarterly drone surveillance. An External Tailings Review Panel review panel has been in place since 2018. The QPs and Ergo have a number of internal controls to manage risk and uncertainty in the Mineral Resource and Mineral Reserve estimation process. Monthly meetings are held with the QPs, Ergo MRM Manager and the Ergo/DRDGOLD Finance team to discuss any concerns or areas requiring further work. The QPs liaise with the relevant specialists on an on-going basis to check on progress of a number of technical programs. There is no other known available relevant data or information material to the discussed properties in this regard.


 
Technical Report Summary of the Material Tailings Storage Facilities 184 22 Interpretation and Conclusions The QP concludes that the protocols for drilling, sampling preparation and analysis, verification, and security meet industry standard practices and are appropriate for the purposes of a Mineral Resource estimate. The initial assessments have found that the Ergo TSFs have reasonable prospects for economic extraction. The QP is satisfied with the QA developed by The RVN Group and the QC program implemented, as there was no significant bias in reporting data. The QP contends that the assumptions, parameters and methodology used for the Mineral Resource estimate are appropriate for the style of mineralization and deposit type. The tonnage and content of the TSFs are as expected and can be processed in the current Ergo processing plant. TSFs and sand dumps reported in this document have sufficient information to be used in the Mineral Reserve estimates and demonstrate economic viability. The identified risks that could affect the Mineral Resources and Mineral Reserves are: • Limited tailings storage capacity; • Country/Political risk; • Security issues; • Eskom electricity supply and high prices; • Climate change impact; • Threat to social and operating licenses; • Socio-political instability or social unrest; • Complexity of legal/regulatory compliance; • Capital projects progress; • Supply chain risks and • Depletion of Ergo Mining’s Mineral Reserves. The QP has highlighted that the Ergo operations are very sensitive to revenue parameters such as gold price, exchange rate, grade, and recovery. In addition, the LoM plan is also very sensitive to changes in operating costs, as well as the 11 risks identified that could affect the Mineral Resources and Mineral Reserves. The sensitivity analysis indicates that the achievement of the LoM Plan in terms of tonnage is critical in realizing the planned operating costs and being able to mine the individual TSFs at the planned cut-off grade. 23 Recommendations There is sufficient information to allow for decision-making in the future. Accordingly, no additional work is recommended.


 
Technical Report Summary of the Material Tailings Storage Facilities 185 24 References Alakangas, E. (2015). Quality guidelines of wood fuels in Finland VTT-M-04712-15. 10.13140/RG.2.1.3290.3127. Available at: https://www.researchgate.net/publication/283496833_Quality_guidelines_of_wood_fuels_in_Finland_V TT-M-04712-15. Accessed on 20 July 2023 DRDGold Limited Annual Integrated Report 2022. Sourced https://www.drdgold.com/all- categories?task=download.send&id=271:annual-integrated-report-2022&catid=117. Accessed on 20 July 2023 Engles, J., (n.d.). Tailings Info. Sourced July 2022 - https://www.tailings.info/technical/hydraulic.htm Mudau, M. and Rupprecht, S.M. (2022). Technical Report of the Material Tailings Storage Facility. Available at: https://www.sec.gov/Archives/edgar/data/1023512/000156276222000397/exhibit962.htm. Accessed on 20 July 2023. World Gold Council. (2003). https://www.gold.org/goldhub/data/gold-supply-and-demand-statistics. Accessed on 20 July 2023. World Gold Council. (2003). https://www.gold.org/goldhub/data/gold-prices. Accessed on 20 July 2023. 25 Reliance on Information Provided by Registrant The QPs relied on the following information provided by the registrant: • legal matters about the Mining and Prospecting Rights. The QPs considered it reasonable to rely on registrant’s legal opinion (legal or permitting matters are discussed in Item 1.3, Item 3.3 to Item 3.6 and Item 17.2.6); • environmental matters discussed in Item 17.3 relating to Ergo compliance; • macroeconomic trends, data, and assumptions and interest rates (Item 16); and • marketing information and plans (Item 16). The QPs considered it reasonable to rely on the above information as the registrant has the necessary expertise and has been in operation for more than 20 years of successful and profitable retreatment of TSFs and sand dumps. The QP also found that the data provided aligns with the industry norms. The QPs have no reason to believe that any material facts had been withheld or misstated.


 
Technical Report Summary of the Material Tailings Storage Facilities 186 26 Qualified Persons Disclosure Consent We, the signees, in our capacity as Qualified Persons in connection with the Technical Report Summary of Ergo Mining Proprietary Limited dated 30 October 2023 (The Technical Report Summary) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to DRDGOLD Limited’s (DRDGOLD) annual report on Form 20-F for the year ended 30 June 2023 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (1300 Regulation S-K), each hereby consent to: • the public filing and use by DRDGOLD of the Technical Report Summary for which I am responsible as an exhibit to the Form 20-F; • the use and reference to my name, including my status as an expert or Qualified Person (as defined by SK-1300) in connection with the Form 20-F and Technical Report Summary for which I am responsible; • use of any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F; and any amendments or supplements thereto. I am responsible for authoring, and this consent pertains to, the Technical Report Summary (Table 26.1) for which my name appears below and certify that I have read the 20-F and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible. Table 26.1: Qualified Person’s Details Property Name TRS Effective Date QP Name Affiliation to Registrant Field or Area of Responsibility Signature Ergo Mining Proprietary Limited (A subsidiary of DRDGOLD Limited) 30 June 2023 Professor Steven Rupprecht Independent Consultant Item 1 and 12 to 19 /s/ Steven Rupprecht Ergo Mining Proprietary Limited (A subsidiary of DRDGOLD Limited) 30 June 2023 Mr Mpfariseni Mudau Independent Consultant Item 1 to 11 and 20 to 25 /s/ Mpfariseni Mudau