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Drdgold Limited - Drdgold To Provide Financial And Operational Assistance To Emperor Mines Limited DRDGOLD Limited(Formerly Durban Roodepoort Deep, Limited) (Incorporated in the Republic of South Africa) (Registration number 1895/000926/06) Share code: DRDISIN: ZAE000058723 ARBN number: 086 277 616 NASDAQ trading symbol: DROOY (`DRDGOLD`)DRDGOLD TO PROVIDE FINANCIAL AND OPERATIONAL ASSISTANCE TO EMPEROR MINES LIMITED 1. INTRODUCTION DRDGOLD today announced that it would continue to be a supportive shareholder to Emperor Mines Limited (`Emperor`) by providing financial and operationalassistance to Emperor. DRDGOLD is a 45.33% shareholder in Emperor and the decision to provide support follows a complete review of Emperor`s operations by DRDGOLD. Emperor announced some weeks ago that it had finalised an operational plan (`theOperational Plan`) designed to restore the Emperor Gold Mine to positive cash flow, but that the implementation of the plan was conditional on completing arrangements for a short term financing facility of A$10 million. The Operational Plan envisages production of approximately 650,000 tonnes of ore atan average grade of 8.00 grams/tonne, delivering 145,000 oz of gold for the current financial year at the Emperor Gold Mine. The Operational Plan was announced following an earlier announcement that Emperor expects to report a loss from ordinary activities before income tax andexceptional items of approximately A$18 million for the year ended 30 June 2005. 2. RE-FINANCING PACKAGE To assist Emperor with its restructuring plan, DRDGOLD has agreed to provide a A$10 million Convertible Loan Facility (`the Convertible Loan Facility`) toEmperor as part of a re-financing package, which includes an agreement with ANZ Bank to restructure Emperor`s existing debt servicing obligations. ANZ Bank has given its consent to the granting of the Convertible Loan Facility and the related security to DRDGOLD and the Australian Stock Exchange has alsogranted a waiver of Listing Rule 10.1 to permit Emperor to grant such security to DRDGOLD on the terms incorporated in the Convertible Loan Facility. 3. THE CONVERTIBLE LOAN FACILITY The Convertible Loan Facility, which was negotiated on behalf of Emperor by itsindependent directors, carries an interest rate of 9% per annum and is secured by a first ranking charge over Emperor`s 100% interest in the Tuvatu Gold Prospect in Fiji. The Convertible Loan Facility is repayable upon either the receipt of theproceeds expected from the sale of Emperor`s interest in the Tuvatu Gold Prospect or by 31 December 2007. Emperor has previously announced a conditional sale agreement in relation to the Tuvatu Gold Prospect and expects to receive consideration worth approximately A$10 million on completion of thattransaction. The Convertible Loan Facility is convertible at DRDGOLD`s election into ordinary fully paid shares of Emperor at a conversion price equal to the lower of A$0.30 per Emperor share or the 45 day volume weighted average price of Emperor shareson Australian Stock Exchange prior to the date of conversion. The Convertible Loan Facility requires approval from the shareholders of Emperor (other than DRDGOLD). Failure to obtain Emperor shareholder approval for the Convertible Loan Facility, within a 60 day period, will constitute an event ofdefault. Should an event of default occur, DRDGOLD will not be obliged to make further advances under the Convertible Loan Facility and Emperor must then repay any advances that have been made within a period of 270 days after the event of default.4. OPERATIONAL SUPPORT AGREEMENT As previously announced, the services of Mr Mike Marriott and Mr Sean O`Connor have been made available to Emperor under the terms of an Operational Support Agreement (`the Operational Support Agreement`), which was also negotiated onbehalf of Emperor by its independent directors. Under the Operational Support Agreement, DRDGOLD has agreed to provide management and technical services to Emperor. Mr Marriot has been appointed as Chief Operating Officer and Mr Sean O`Connor asGeneral Manager of Emperor and Emperor has commenced the introduction of new working practices at Vatukoula. Some of these new working practices have already been implemented and initial reactions to them have been positive. To minimise the head office costs of Emperor, its head office in Sydney will beclosed and certain Emperor staff will work out of DRDGOLD`s operational base in Brisbane. Commenting on the announcement, DRDGOLD CEO Mark Wellesley-Wood said: `DRDGOLD is committed to turning the Vatukoula mine around. This will be a challengingtask, but we believe that there is still potential to win more gold from this large orebody system. We have been encouraged by the positive response from stakeholders, all of whom recognise the need for change in order to address costs and produce gold more efficiently`.Johannesburg 12 July 2005Date: 12/07/2005 07:57:26 AM Produced by the JSE SENS Department
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