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, 2026 | |
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
(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) |
(Address of principal executive offices) (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 10 ordinary shares | ||
*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. 867,397,699
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
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 ☑
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
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DRDGOLD Limited Form 20-F 2026 | ||
TABLE OF CONTENTS | ||||||||
PART II | ||||||||
PART III | ||||||||
ITEM 17. | FINANCIAL STATEMENTS | 83 | ||||||
ITEM 18. | FINANCIAL STATEMENTS | 83 | ||||||
ITEM 19. | EXHIBITS | 85 | ||||||
SIGNATURES | 87 | |||||||
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DRDGOLD Limited Form 20-F 2026 | ||
1 | ||
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 Accounting Standards (“IFRS Accounting Standards”), as issued by the International
Accounting Standards Board (“IASB”).
Our consolidated financial statements included in this Annual Report are prepared in accordance with IFRS Accounting Standards
as issued by the IASB. All financial information in this Annual Report, except as otherwise noted is prepared in accordance with
IFRS Accounting Standards 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 Rand. 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 R16.39 per $1.00, the year end exchange rate on
June 30, 2026.
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”, “all-in costs per
kilogram”, “growth capital expenditure” and “sustaining capital expenditure” 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 Accounting Standards 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. See
Glossary of Terms and Explanations and Item 5A. Operating Results – “Cash operating costs, cash operating costs per kilogram,
sustaining capital expenditure, all-in sustaining costs, growth capital expenditure and 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” and "Reconciliation of sustaining capital expenditure and growth capital expenditure".
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 2027;
•statements with respect to agreements with unions;
•our prospects in litigation and disputes;
•statements with respect to the legal review for recommissioning the Withok Tailings Storage Facility (“Withok TSF”) to increase
Ergo Mining Proprietary Limited’s (“Ergo”) deposition capacity and the construction of 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”) developed by Ergo and the AZTEC Upflow Reactor (“UFR”);
•expected deposition capacity from improvements in our dams and new tailings storage facility construction; and
•expected effective gold mining tax rate.
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DRDGOLD Limited Form 20-F 2026 | ||
2 | ||
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:
•regulatory and construction delays in commissioning replacement tailings storage facilities as existing facilities approach
capacity;
•adverse changes or uncertainties in general economic conditions in South Africa;
•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;
•damage to tailings storage facilities and excessive maintenance and rehabilitation costs;
•a disruption in information technology systems, including incidents related to cybersecurity;
•changes in the demand for and the price of gold;
•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;
•challenges in replenishing mineral reserves;
•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;
•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; and
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.
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 |
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DRDGOLD Limited Form 20-F 2026 | ||
3 | ||
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, amortization, share-based payment (benefit)/expense, change in estimate of environmental rehabilitation recognized in profit or loss, gain/(loss) on disposal of property, plant and equipment, gain/(loss) on financial instruments, exploration expenses and transaction costs, and retrenchment costs, after IFRS 16 lease payments. This is a non-IFRS financial measure and should not be considered a substitute measure of profit for the year reported by us in accordance with IFRS Accounting Standards. | ||||
Administration expenses and other costs excluding non-recurring items | Administration expenses and other costs excluding gain/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 sold. 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 Accounting Standards. | ||||
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 sold. 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 Accounting Standards. | ||||
Assaying | The chemical testing process of ore samples to determine mineral content. | ||||
Recommissioning of the Withok TSF | The recommissioning of the Withok Tailings Storage Facility 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 principles that underscore the outcomes pursued under 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 are operating costs incurred directly in the production of gold and include labor costs, contractor and other related costs, machine hire, reagents, consumable stores, electricity and water costs and the movement in gold in process and finished inventories - gold bullion. It excludes ongoing rehabilitation expenses, care and maintenance costs and net other operating costs/(income). Cash operating costs per kilogram are calculated by dividing cash operating costs by kilograms of gold sold. 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 Accounting Standards. | ||||
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. | ||||
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. | ||||
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DRDGOLD Limited Form 20-F 2026 | ||
4 | ||
Glossary of Terms and Explanations | |||||
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 Accounting Standards. | ||||
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 tonnes. | ||||
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 costs/income and retrenchment costs. | ||||
oz/t | Ounces per ton. | ||||
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DRDGOLD Limited Form 20-F 2026 | ||
5 | ||
Glossary of Terms and Explanations | |||||
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, the pit configuration, in the case of an open pit or surface tailings, 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 qualified 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. | ||||
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. | ||||
Sand dump | A historical surface deposit consisting primarily of coarse material generated from the processing of ore and deposited by earlier mining operations. Sand dumps may contain residual mineralization that can be economically recovered through retreatment and may constitute a Mineral Resource where reasonable prospects for eventual economic extraction have been demonstrated. | ||||
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 Accounting Standards. | ||||
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 storage 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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DRDGOLD Limited Form 20-F 2026 | ||
6 | ||
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 as well as other legal and regulatory requirements; and
•Risks related to ownership in our ordinary shares or American Depositary Shares (“ADSs”).
Risks related to our business and operations
Regulatory and construction delays in commissioning replacement tailings storage facilities as existing facilities approach
capacity could result in reduced or suspended deposition and adversely affect our production and results of operations.
Our primary Tailings Storage Facilities (“TSFs”) are subject to a Dam Safety Evaluation (“DSE”) every five years, conducted by an
independent Approved Professional Person (“APP”). Following each evaluation, the APP is required to submit its findings and
recommendations to the regulator, the Department of Water and Sanitation (“DWS”). Such recommendations may include
adjustments to deposition rates, or other operational or structural measures that could result in changes, limitations or restrictions
on the use of the TSF, which may in turn adversely affect our throughput rate and production.
Each operation monitors the geo-technical integrity of its TSFs carefully in accordance with a prescribed set of parameters.
A deterioration in any of these parameters may result in a reduction in or suspension of throughput, which may in turn affect
production.
At the Ergo operation, the Brakpan TSF is a mature facility and is approaching its final phase as a mega-volume tailings storage
facility. To support the long-term sustainability of deposition capacity, Ergo is advancing regulatory applications associated with
the potential recommissioning of the adjacent Withok TSF, which, if approved and successfully commissioned, could provide
approximately 310 million tonnes of additional deposition capacity. The public participation process has been completed and the
project is currently progressing through the required regulatory approval processes, including environmental authorisation, a waste
management licence and a water use licence. Subject to the receipt of all required approvals and successful construction,
commissioning is currently targeted for the end of calendar year 2029. Delays in obtaining approvals, changes to regulatory
requirements or construction challenges could affect the timing of commissioning and adversely impact future deposition capacity,
throughput and production.
The regulatory process to recommission the Withok TSF is complex, though, and the regulator may not approve all aspects of the
envisaged design. The footprint and location of the facility make construction challenging, which may result in missed target dates
and failure to achieve planned throughput rates. While the commissioning of the Daggafontein deposition facility is expected to
reduce deposition volumes to the Brakpan TSF and assist in managing available deposition capacity in the medium term,
Daggafontein alone is not expected to provide a long-term solution to Ergo's deposition requirements. Consequently, regulatory
and construction delays in commissioning replacement tailings storage facilities, including Withok, as existing facilities approach
capacity, could result in reduced deposition flexibility, constrained throughput and, ultimately, adversely affect production and
results of operations.
At the FWGR operation, key projects to increase deposition capacity include the development of the RTSF as part of the Phase 2
FWGR project and is intended to provide replacement deposition capacity required to support the continued operation and
expansion of FWGR. Timely commissioning of the new facilities is critical, as any delay may result in reduced deposition rates or a
suspension of deposition which, in the absence of interim alternative deposition facilities, would have an adverse financial impact
on the business.
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DRDGOLD Limited Form 20-F 2026 | ||
7 | ||
Our large projects are subject to scheduling delays and cost overruns, and we may face constraints in financing our current
operations or any future projects, which could render our projects unviable or less profitable than planned.
Our large projects, most notably the development of FWGR Phase 2, which includes the construction of the RTSF, the Driefontein
Plant 2 (“DP2”) plant upgrade and construction of pipelines linking DP2 and RTSF, to expand our operations to the western side of
Johannesburg. Projects related to Ergo include the pipeline linking Ergo Plant to the Daggafontein TSF to resume deposition on the
Daggafontein TSF and the recommissioning of Withok TSF to enable mining on the west of the Ergo plant. These projects are
subject to numerous risks and challenges such as strict quality standards and specifications, delays, cost overruns, regulatory
approvals and requirements, social and environmental risks as well as technical risks 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;
•unforeseen ground conditions/geotechnical risks requiring extensive test work and ground monitoring which may impact
timeliness and costs;
•changes in construction plans that may require new or amended planning permissions;
•delays in obtaining the necessary regulatory approvals;
•unforeseen construction problems;
•unforeseen delays commissioning sections of the project;
•inadequate phasing of activities;
•labor disputes and social challenges;
•security issues;
•health and safety risks;
•inadequate workforce planning or productivity of workforce;
•inadequate management practices;
•loss of, or inability to retain, key personnel whose experience and know-how are critical to project execution and operational
continuity;
•natural disasters and adverse weather conditions;
•poor contractor performance/failure or delay of third-party service providers; and
•changes to regulations, such as environmental regulations.
The development of our projects involve capital intensive processes carried out over long durations, which requires us to commit
significant capital expenditure and allocate considerable management resources in utilizing our existing experience and know-
how. For example, the DP2 plant expansion project involves the construction of the plant’s own elution circuit and smelt house, and
a doubling of current throughput capacity to 1.2 Mtpm. Completion is expected in the first quarter of FY2027. Initial feed to the
expanded plant will be from the Driefontein 3 tailings and eventually the Libanon tailings (commissioning planned from the last
quarter of FY2027), 600,000tpm from each, reaching a steady state of 1.2 million tonnes per month in FY2028.
Construction of the RTSF, done in two phases, is progressing well; however, severe rainfall events during FY2025 and FY2026
affected construction activities and placed pressure on the planned beneficial occupation timeline. With an ultimate deposition
capacity of 800 Mt and designed to ultimately receive tailings at a deposition rate of up to 2.4 Mt per month, phase 1 of the RTSF is
expected to be completed during the second quarter of FY2027, with construction of the remaining sections continuing
concurrently with the commencement of deposition at an initial planned rate of 1.2 Mt per month.
A key consideration for beneficial occupation (which originally was planned for the first quarter of FY2027), remains the uncertainty
regarding the Department of Water and Sanitation's requirements and the timeline for obtaining the necessary approvals for early
deposition. Although the beneficial occupation date has been deferred to the last quarter of FY2027 due to the above and weather
dependency, which aligns with the commissioning of the Libanon Pump Station, any further delay in obtaining regulatory approvals
could defer the planned increase in throughput capacity. This may result in lower production and ultimately returns and over time
also may require reducing deposition throughput at Driefontein 4 TSF as it is set to reach capacity during the last quarter of
FY2027, subject to the outcomes of the annual performance review.
Management continues to closely monitor the critical path activities, regulatory requirements and construction progress to support
the timely delivery of the RTSF capacity.
At Ergo, the recommissioning of the Withok TSF remains subject to regulatory approvals, the process of which is currently
underway. Once recommissioned, Withok TSF is planned to have a design deposition capacity of approximately 310 million tonnes
with a life of about 20 years and an eventual deposition rate of 1.3 million tonnes per month. Delays in obtaining these
authorizations could delay the planned increase in tonnages at Ergo from 1.65 million tonnes per month to 1.8 million tonnes per
month and also result in lower production, and ultimately returns, as Brakpan TSF nears its end of life. Commissioning is expected
during FY2030.
We face the risk that the expected benefits of our projects, such as those described above, are not achieved, or that we fail to
account for potential challenges during the transition from construction to fully operational status, as well as the integration of
constructed works into existing processes and systems. In particular, the phase 2 FWGR project, resumption of deposition on the
Daggafontein TSF and recommissioning of the Withok TSF are material to us, and 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. Any such failure may negatively impact production output.
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 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.
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DRDGOLD Limited Form 20-F 2026 | ||
8 | ||
Our operating cash flow, available banking facilities and ability to raise funds from banks or the capital markets 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 new sources of capital will depend on, inter
alia, macroeconomic conditions, cost of debt, our credit rating, our gearing and other risk metrics, financial market conditions,
future gold prices, the prospects for our industry, our operational performance and our operating cash flow and debt position. Any
inability to raise such funds may place a burden on our cash reserves and affect our ability to finance our key projects.
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.
Supply shortages and price volatility for key operating materials could adversely affect production and increase operating
costs.
Global inflationary pressures, geopolitical volatility, and the increasing frequency and severity of natural disasters, including severe
weather, floods and earthquakes, present risks to the availability and cost of critical materials and equipment, and require ongoing
proactive management of key supplier dependencies. A sustained shortage or elevated cost of critical inputs, such as reagents,
fuel, electricity and natural gas, may require us to source alternative suppliers, implement operational workarounds or incur higher
procurement costs, potentially reducing production and increasing operating costs.
As tailings retreatment operations process high volumes of material, they require significant quantities of cyanide, creating a
dependency on a limited number of suppliers and presenting a concentration risk. During fiscal year 2026, Sasol, a key supplier of
sodium cyanide, declared force majeure following supply disruptions. However, DRDGOLD had proactively implemented
mitigation measures, including the commissioning of a briquette plant which solubilises cyanide briquettes to liquid cyanide, which
significantly reduced the potential operational impact of the disruption. While these initiatives enhanced supply resilience, any
prolonged interruption in cyanide availability, continued supplier capacity constraints, or the need to import material from
alternative sources could result in increased costs and, in severe cases, reduced production.
South Africa’s reliance on imported natural gas exposes the country to increasing gas-supply challenges over the next three years
underpinned by geopolitical developments, infrastructure constraints, supply-chain disruptions and increasing demand. Reduced
availability and higher gas prices may progressively increase operational and cost risk. This risk is further amplified by gas being a
key feedstock in the manufacture of sodium cyanide, adding to the risk of cyanide supply challenges as mentioned above.
Geopolitical factors also present material vulnerabilities to supply reliability and logistics, particularly with respect to access to oil.
In early 2026, conflict between the United States and Iran resulted in the closure of the Strait of Hormuz, a critical global oil transit
route, causing a significant spike in global energy prices that directly impacted our costs. Although conditions have subsequently
improved, geopolitical tensions in the region remain and there can be no assurance that further escalation, disruption to shipping
routes or constraints on global energy supply will not occur. Any such developments could cause further significant disruption to
global oil and energy markets and our operating costs.
Additionally, the Group’s ability to source certain machinery and products may be impacted by the imposition of protectionist trade
measures, including tariffs. From 2025, the United States imposed significant tariffs on a broad range of imported goods, including
a 30% tariff on South African exports, raising concerns regarding job losses, rising export costs, and slower economic growth in
South Africa. Although those tariffs have since been reduced following legal challenges in the United States, the tariff landscape
continues to evolve and remains highly uncertain. There can be no assurance that additional tariffs introduced by the United States
or other jurisdictions will not further disrupt global supply chains or increase the cost of equipment and materials used in our
operations.
Any unforeseen shortages or increases in supply costs could negatively impact our profitability and adversely affect our ability to
meet project deadlines, due to issues with the availability of supplies, elevated freight costs and above-inflationary increases for
capital equipment. Such disruptions could affect operations and production and could ultimately result in a failure to deliver on our
business plans.
Underperformance of solar and energy storage infrastructure could increase electricity costs and adversely affect operational
performance.
Our mining operations are currently dependent on electricity supplied by Eskom, South Africa’s state-owned utility company, which
has historically been unable to meet the energy requirements of the South African economy and has implemented a system of
power rationing or load shedding to prevent a complete collapse of the national electricity grid. See “—Power stoppages or
shortages or increases in the cost of power could negatively affect our results and financial condition”. To reduce its reliance on
Eskom and reduce its future cost of electricity, Ergo has completed the construction and commissioning of the Solar Power Project
(“Solar Plant”), which comprises a 60 MW solar photovoltaic plant together with an associated 160 MWh battery energy storage
system (“BESS”), supplying power to Ergo’s operations and offsetting consumption across multiple Eskom accounts.
Although the Solar Plant and BESS have reduced Ergo's reliance on Eskom and contributed to lower Eskom electricity
consumption and costs since commissioning, there is a risk that these facilities will not operate as expected or that they will not
achieve their intended performance or efficiency levels as they have been designed to meet certain key performance indicator
targets. Any failure of the Solar Plant or BESS to deliver in accordance with such targets, whether due to technical malfunctions,
adverse weather conditions, degradation of equipment or other operational factors, may expose Ergo to increased Eskom tariffs
and increase its reliance on Eskom's electricity. Any such increase in electricity costs could adversely affect Ergo’s cash position.
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DRDGOLD Limited Form 20-F 2026 | ||
9 | ||
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. The likelihood and severity of these risks are expected to increase as the effects of climate change intensify. In
addition, these tailings storage 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 involving significant damage claims. These actions would likely result in substantial
costs and could require significant expenditure to support the recovery of affected regions, communities, people and
environmental remediation. 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.
Changes in laws and regulations that impose more stringent standards, may also lead to increased capital expenditure to update
our tailings storage facilities, expand them 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 amongst other, severe weather exposures such as heat, rain, flooding, wind
and hail storms, ground or slope failures, sink holes, fires, seismic events, dust, silica and other airborne exposures, discharges of
toxic gases and other substances including exposure due to the storage and handling of chemical / reagent and other hazardous
material as well as radioactivity, exposures due to mobile and heavy mining equipment interactions, noise, vibration and other
occupational hygiene exposures, electrical and mechanical hazards and working at heights.
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
affect production and increase our unit production costs, which could have a material adverse effect on our business, operating
results and financial condition.
As with environmental incidents, the occurrence of health and safety risks result in increased regulator and stakeholder scrutiny.
Such scrutiny could increase compliance costs, and lead to enforcement actions or litigation by regulators, affected stakeholders
and others which may result in significant fines or liabilities. These risks could adversely affect 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.
After five years of operating without a fatality, we very sadly lost a colleague at Ergo due to fatal injuries sustained on April 13, 2024
when a side-wall slip at the 5L27 dump impacted the loader he was operating. Subsequent to the fatality, the Group operated
fatality-free during FY2025 and FY2026, with several safety metrics improving across both reporting periods. The Group continues
to prioritize safety, has strengthened oversight and leadership at all operations, and continues with safety programs and
monitoring, although there can be no assurance that these measures will be sufficient to prevent further safety incidents.
The construction and execution of current large projects has also resulted in an increased number of contractors and construction
vehicles within existing operating areas. This has elevated the likelihood of safety-related incidents. Notwithstanding intensified
scrutiny to promote adherence by operational and project teams to safety protocols and procedures, a safety-related incident
could result in stoppage of operations or project works, which could adversely impact production.
Potable water scarcity and increased reliance on secondary water sources may adversely affect our operations and
increase costs.
Our operations require substantial volumes of water to transport material from reclamation sites to processing plants, for gold
recovery processes within the plants, transferring residual material to the TSF, and for rehabilitation and other activities. Water is
therefore a strategic resource that underpins DRDGOLD's ability to sustain production, optimize metallurgical recovery and
support future growth. South Africa is one of the world's most water-stressed countries, increasing pressure on national water
resources, driven by climate change, aging infrastructure, population growth and challenges in municipal water management
which continue to heighten the risk of securing reliable and affordable water supplies. During FY2025, there was an increase in
disruptions in water supply by Rand Water (South Africa's largest bulk water utility) to Gauteng residents. While, through our water
reticular process, we have progressively diversified our water sources to reduce dependence on potable water, our operations still
remain dependent on supplementing water requirements from alternative water sources, including treated acid mine drainage
(“AMD”), which requires ongoing treatment that comes at a cost. At our Far West operations, water supply is supplemented by
underground dewatering activities. Changes in future dewatering requirements, water availability and future growth may require
increased pumping capacity and associated energy costs, placing additional pressure on operating expenditure over the life of the
operation. The use of secondary water sources including non-potable or contaminated water may expose us to additional
regulatory, environmental, operational and health-related risks, and may require costly treatment and monitoring. In addition, the
DWS has indicated its intention to introduce a waste discharge charge system applicable to all waste-related activities with the
potential to impact water resources. In June 2024, the DWS published a revised Pricing Strategy for Raw Water Use Charges, with
a stated effective date of April 2026. The implementation timeline for this charge system has not yet been confirmed and remains
subject to review, with the DWS planning a phased implementation approach with full roll-out targeted by 2030. Once fully
implemented, the water discharge charge system may have significant cost implications for our operations.
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DRDGOLD Limited Form 20-F 2026 | ||
10 | ||
Although we continue to research and implement measures to optimize water use and recycling, including in relation to water
reticulation systems as well as the re-use of grey or treated water, there can be no assurance that these efforts will be sufficient to
secure the quality and quantity of water required for our operations. As part of life-of-mine planning, we continuously assess our water
requirements and are developing strategies to secure the appropriate quality and quantity of water over the short- to longer-term.
However, implementing these strategies may be onerous and could significantly increase our operational costs. Any inability to secure
a reliable and adequate water supply could disrupt production and adversely affect our business, operating results and financial
condition.
A disruption in our information technology systems, including incidents related to cybersecurity, 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 cybersecurity, 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. Refer to "Item 16K. Cybersecurity".
These threats are constantly evolving, including through the use of new technologies such as artificial intelligence and machine
learning by threat actors, 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 cyber-attacks, including phishing and ransomware attacks, in the
evolving landscape of cybersecurity threats. Cybersecurity attacks have recently become more prevalent in the mining industry,
which has increased the likelihood of DRDGOLD being targeted for cybersecurity attacks in the future. An extended failure of critical
system components, caused by accidental, or malicious actions, including those resulting from a cybersecurity attack, could result in
a significant environmental incident, compromise of employee safety, commercial loss or interruption to operations as well as loss or
misappropriation of confidential information, including personal data relating to our current or former employees. Such information
could also be made public in a manner that harms DRDGOLD’s reputation and financial results and, particularly in the case of
personal data, could lead to regulators imposing significant fines on DRDGOLD.
In addition, from time to time, we implement updates to our information technology systems and software, which can disrupt or shut
down our information technology systems. We may also adopt artificial intelligence and other emerging technologies into our
information technology systems or mining operations. Such tools may additionally be utilized by our contractors and third parties that
we conduct business with. The use of artificial intelligence may not meet the existing and rapidly evolving regulatory standards and
could introduce security risks that may expose confidential data, lead to the loss of competitive information and result in operational
failures. Although we seek to comply with applicable cybersecurity legislation and regulation, including the South African Cybercrimes
Act and the SEC’s final rules on cybersecurity risk management, strategy, governance, and incident disclosure, there can be no
guarantee that these efforts will be sufficient to meet evolving privacy, data protection and cybersecurity requirements. Information
technology system disruptions or security breaches, if not appropriately addressed or mitigated, could have a material adverse effect
on our operations.
Any interruption in gold production at either of our two mining operations generating cash flows could adversely affect our
business operations.
We have two mining operations generating cash flows, namely Ergo and FWGR. Ergo’s reclamation sites, processing plants, pump
stations and the Brakpan TSF 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, pipeline infrastructure and the tailings storage facilities are exposed to numerous risks, including
operational down time due to planned or unplanned maintenance and possible 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. For additional information, see “—Supply shortages and price volatility for key operating materials could adversely affect
production and increase operating costs,” “—Power stoppages or shortages or increases in the cost of power could negatively affect
our results and financial condition,” and “—Damage to tailings storage facilities and excessive maintenance and rehabilitation costs
could result in lower production and health, safety and environmental liabilities.”
FWGR's operations are reliant on access to and use of Sibanye Stillwater Limited’s (“Sibanye-Stillwater”) mining infrastructure,
property and related services, including water and electricity supply. FWGR also relies on various rights, permits and licenses held by
Sibanye Gold Proprietary Limited, a wholly owned subsidiary of Sibanye-Stillwater, pursuant to which FWGR operates, pending the
transfer to FWGR of such rights, permits and licenses that are transferable. Any disruption in the supply of, or our ability to use and
access Sibanye-Stillwater's mining infrastructure, property, related services, 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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DRDGOLD Limited Form 20-F 2026 | ||
11 | ||
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.
Gold produced 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. As we are an unhedged gold producer, our results are fully exposed to fluctuations in
the Dollar gold price and spot exchange rate. Most of our production costs are incurred in Rands, while gold is sold in US Dollars and
subsequently converted to Rands. Accordingly, our financial and operational results have been, and could in the future be, materially
affected by movements in the value of the Rand and the US Dollar gold price. Any sustained decline in the Dollar gold price from
current levels and/or any sustained appreciation in the value of the Rand to levels below the cost of production could result in
decreased profitability, impairment losses and closure of operations. This could lead to significant costs including the cost of
retrenchments and closure costs. We generally do not enter into forward contracts to limit our exposure to fluctuations in the US Dollar
gold price or movements in the Rand exchange rate. In circumstances where medium-term debt is raised to fund growth projects, the
Group may enter into price protection arrangements to mitigate consequential liquidity risk. While hedging can provide short-term
protection against adverse movements in the gold price or Rand/Dollar exchange rate, it carries the risk of opportunity costs if the
gold price rises significantly above the hedged level.
Historically, the price of gold 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;
•actual or threatened protectionist trade policies and tariffs, which may affect global economic conditions, currency values and
investor demand for gold;
•actual or threatened tariffs on gold, which could have an adverse effect on the global gold market and gold prices and could
increase the cost of selling gold in global markets;
•the strength of the Dollar (the currency in which gold prices generally are quoted) and of other currencies;
•changes in interest rates and financial market expectations regarding the rate of inflation;
•gold hedging and de-hedging by gold producers; and
•actual or expected gold sales by central banks and the International Monetary Fund.
During fiscal year 2026, the gold price traded between a low of approximately US$3,275 per ounce and a high of approximately
US$5,399 per ounce. Investor demand for gold as a safe-haven asset rose markedly during the period, with a number of market
dynamics and factors that may have contributed to it, such as the geopolitical conflict in the Middle East, and the associated
disruption to global energy markets; escalating trade tensions arising from US tariff policies, which fueled broader economic
uncertainty and contributed to a weaker US Dollar; and record levels of accumulation by several central banks. We benefited from the
resulting elevated gold prices, which supported our revenue and profitability throughout fiscal year 2026.
The gold price has traded at or near record levels during fiscal year 2026; however, there can be no assurance that such price levels
will be sustained. Moreover, while elevated gold prices support our operating performance, they may also give rise to additional risks.
For example, a sustained period of elevated gold prices may increase asset acquisition costs, and investments or acquisitions made
on the basis of elevated gold price assumptions may prove unviable if gold prices subsequently decline. In addition, elevated gold
price assumptions may give rise to inflated Mineral Reserve and Mineral Resource estimates and life-of-mine plans; if gold prices
were subsequently to decline, certain reserves could become uneconomic, potentially resulting in downward revisions to those
estimates, reductions in mine life, and impairments of mining assets.
The gold price remained strong and volatile throughout fiscal year 2026, driven by global and domestic factors. At June 30, 2026, the
average spot gold price received was approximately US$4,238 per ounce, representing an increase of 50% compared to June 30,
2025 (when the average spot gold price received was approximately US$2,818 per ounce) and an increase of 36% at June 30, 2025
compared to June 30, 2024. Notwithstanding this year-on-year increase, the gold price experienced significant intra-year volatility in
response to changing investor sentiment, developments in global trade relations, geopolitical events, and expectations regarding the
timing and extent of future US Federal Reserve interest rate adjustments. Additional contributing factors to gold price volatility
throughout the period included fluctuations in the US Dollar, inflation expectations, and broader global economic uncertainty.
The Rand/Dollar exchange rate remained volatile throughout fiscal year 2026, driven by global and domestic factors. At June 30,
2026, the Rand traded at R16.39 = US$1.00, strengthening by 8% against the Dollar compared to June 30, 2025 (when the Rand
traded at R17.75 = US$1.00) and a 2% strengthening at June 30, 2025 compared to June 30, 2024. This year-on-year appreciation
reflected a broadly weaker US Dollar, driven in part by global investor concerns regarding the fiscal and trade impact of US tariff
policies, together with improved investor sentiment toward South Africa supported by the narrowing of South Africa’s current account
deficit and the continued stability of South Africa’s electricity supply, with Eskom providing stable electricity to the grid throughout
fiscal year 2026 (load shedding has been suspended since March 2024, though it may be reinstated at any time). Notwithstanding
this year-on-year appreciation, the Rand experienced significant intra-year volatility, strengthening to approximately R15.73 against
the Dollar earlier in the fiscal year before retracing as geopolitical tensions, including disruptions to shipping through the Strait of
Hormuz, contributed to higher energy prices and a partial shift away from emerging market currencies. The Rand subsequently
recovered as global risk appetite improved. Additional contributing factors to exchange rate volatility throughout the period included
uncertainty around the timing and extent of US Federal Reserve interest rate reductions, US tariff policies and associated trade
tensions between the US and China, perceived political and economic instability, and the structurally weak growth of the South African
economy.
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DRDGOLD Limited Form 20-F 2026 | ||
12 | ||
Any sustained adverse movement in the US dollar gold price, the Rand/Dollar exchange rate, or any of the other factors described
above could reduce our revenue, compress our margins and adversely affect our profitability and cash flows, which could have a
material adverse effect on our business, operating results and financial condition.
Depletion of profitable reserves and/or failure to acquire new Mineral Reserves could negatively affect our future cash flows,
operating results 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 quality Mineral Reserves with reasonable prospects for economic extraction to
maintain or grow the current levels will negatively affect our future cash flow, operating results and financial condition and may have a
material adverse effect on the future viability of our operations. This is particularly relevant to the RTSF, which has been designed to
hold more than current reserve levels at FWGR. See “—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.”
At the same time Mineral Reserves that are depleted without replacement will result in a gradual decline in our life-of-mine (“LoM”)
and long-term sustainability. If we are unable to identify Mineral Reserves while maintaining sufficient controls on production and other
costs, this will have a material effect on the future viability of our operations.
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 difficulties in identifying suitable acquisition targets, obtaining necessary financing and
potential difficulties in obtaining required 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 we make could also pose risks related to the integration of the new business or technology with our business and
organization. For example, the integration of the FWGR assets, acquired from Sibanye-Stillwater in 2018, remains ongoing. The
development of Phase 2 of the FWGR assets, which comprises a number of significant capital projects, forms a key component of that
integration, and failure to execute Phase 2 successfully would adversely affect our ability to realize the full anticipated benefits of this
acquisition. See “—Our large projects are subject to scheduling delays and cost overruns, and we may face constraints in financing
our current operations or any future projects, which could render our projects unviable or less profitable than planned.” 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.
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. See “—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,” “—An
increase in production costs could have an adverse effect on our results of operation,” and “—Our large projects are subject to
scheduling delays and cost overruns, and we may face constraints in financing our current operations or any future projects, which
could render our projects unviable or less profitable than planned.” The Group is currently investing significant capital in the execution
of several major projects. 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.
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DRDGOLD Limited Form 20-F 2026 | ||
13 | ||
An increase in production costs could have an adverse effect on our results of operations.
An increase in our production costs could adversely affect 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 reagents and nature of material reclaimed;
•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 law and 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 the South African annual inflation rate and impact our results of operations and, in
certain cases, result in the restructuring of these operations at substantial cost. The availability and cost of certain of these inputs may
also be subject to supply chain disruptions, geopolitical developments, or other external factors beyond our control. See “—Supply
shortages and price volatility for key operating materials could adversely affect production and increase operating costs.”
Labor costs represent a significant component of our production costs, and labor-related developments, including wage negotiations
and workforce disputes, could adversely affect our cost base and operations. A four-year wage agreement was reached with
organized labor at FWGR in November 2024, and a five-year wage agreement was reached with organized labor at Ergo beginning
February 2026. There can be no assurance that wage-related disputes will not arise or escalate into industrial action, including
potential labor strikes. Such developments could significantly disrupt operations and pose safety risks to employees. See “—Labor
disputes and changes in South African labor legislation could adversely affect our operations, operating results and financial
condition.”
Increases in production costs, if material, could 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 Plant
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, which could adversely affect our business,
operating results and financial condition.
Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.
Our operations are subject to increasingly extensive national, provincial and local laws and regulations governing environmental
protection, which regulate, among other things, air and water quality, hazardous waste management and environmental rehabilitation
and reclamation. See “—Government policies in South Africa may adversely impact our operations and profits related to financial
provisioning for rehabilitation” and “Item 4.D. Business overview—Governmental regulations and their effects on our business—
Environmental Regulation.” Our mining and related activities have the potential to impact the environment, including land, water
resources, habitats, and areas surrounding our operations, including through dust generation, water use and the management of
tailings facilities. More complex and stringent environmental regulations could increase our compliance costs and capital expenditure
requirements, and may subject us to heightened regulatory and stakeholder scrutiny. Failure to comply with environmental laws or
delays in obtaining, or failures to obtain government permits and approvals, or the imposition of additional conditions on permits or
approvals 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.
Regulators may intensify their enforcement of applicable environmental laws and 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 organizations 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.
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 R721.4 million which is included in
our statement of financial position as at June 30, 2026. For further detail, see “Item 18. Financial Statements—Note 10—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.
The Group provides for future obligations to rehabilitate by using 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.
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DRDGOLD Limited Form 20-F 2026 | ||
14 | ||
Beyond 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 International
Performance Corporation ("IPC") Performance Standards, World Gold Council guidelines, World Bank guidelines, and other
applicable voluntary frameworks. The application of these standards may similarly increase the cost of compliance, while the failure to
adhere to such standards could result in reputational damage and adversely affect our operations.
We may be subject to losses for which we are uninsured or underinsured, which could adversely affect our cash flows and
profitability.
The nature of our operations exposes us to liability for pollution, environmental damage and other operational hazards against which
adequate insurance coverage may not be available in the market or may not otherwise be maintained, including in respect of past
mining activities. Our existing property, business interruption and other insurance is subject to exclusions and limitations that may
leave certain losses not fully covered. The insured value for property and loss of profits due to business interruption is R27.8 billion,
with a total loss limit of R3.5 billion for Ergo and R1.25 billion for FWGR for fiscal year 2026. Business interruption coverage
commences from the time the loss occurs with a maximum indemnity period of 12 months and is subject to time and amount
deductibles that vary between coverage 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 2026 fiscal year, subject to certain exclusions and limitations on coverage. There can be
no assurance that upon renewal of our insurance policies, equivalent coverage will be available in future periods on commercially
acceptable terms, or at all.
Our insurance coverage may be insufficient to cover the full extent of claims brought against us. These include claims arising from
environmental, industrial or pollution-related accidents or damage, the failure, breach, overflow or other incident involving our tailings
storage facilities, or business interruption resulting from electricity supply failures or interruptions, for which coverage is not available.
Such events could result in significant remediation costs, property damage, operational disruptions, regulatory penalties and third-
party claims for injury, loss of life or environmental harm. Our insurance policies also contain exclusions for losses arising from
infectious diseases or pandemics, meaning that any business interruption caused by such an event may not be covered and could
result in loss of revenue. If we are required to meet the costs of claims or losses that 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 could be adversely affected.
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. The loss of any of our key personnel could
delay the execution of our business plans, which could result in decreased production, increased costs and decreased profitability.
For example, the former Chief Financial Officer vacated his position during fiscal year 2026, and while there was sufficient succession
planning in place, there is no guarantee that future departures will not disrupt the business. In addition, we do not maintain “key man”
life insurance policies on any members of our executive team.
The ability to retain and attract key personnel is further challenged by competition for skilled personnel. 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. Our ability to retain and attract such personnel depends in
part on our ability to offer competitive compensation arrangements and other benefits. Any failure to attract or retain key personnel
could have a material adverse effect on our business, operating results and financial condition.
Failure of technologies designed to improve extraction efficiencies and operational performance.
The low-grade nature of our resource requires economies of scale, mechanized mining and high levels of plant extraction efficiency,
supported by accurate analysis and disciplined capital investment. Our operations are also reliant on scarce environmental resources,
including energy and water. We therefore continue to assess and deploy technologies that can improve gold recoveries and
profitability by increasing extraction efficiency, reducing potable water consumption, increasing the use of renewable energy and
improving the efficient use of machinery and equipment across our operations.
This often requires capital investment. For example, we have previously invested in the central water facility, Rondebult waste water
plant, and the solar power plant and battery energy storage system at Ergo. Although extensive care, feasibility studies and test work
are performed to assess the suitability of technologies before implementation, there is no guarantee that these technologies will
perform as intended. They may also become less effective or redundant over time as new technological advances emerge.
In the current year, capital was approved for the construction of an up-flow reactor ("UFR") at the DP2 plant, following promising test
work that indicated the potential to improve gold recovery efficiency. Although extensive test work has been performed, there remains
a risk that the UFR may not perform as expected once implemented.
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.
For a discussion of the combined impact of gold price fluctuations and Rand/Dollar exchange rate movements on the gold mining
industry and our business, operating results and financial condition, see “—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.”
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 gold reserves. There can be no assurance that our gold exploration programs will result in the discovery of
commercially viable mineralization, or that any mineralization discovered will 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.
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DRDGOLD Limited Form 20-F 2026 | ||
15 | ||
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. In addition, uncertainties as to
metallurgical recovery rates may mean that processing a deposit is not economically warranted on the basis of available technology.
Our business focuses mainly on the extraction of gold from tailings, which is a volume-driven process. Accordingly, our future growth
and profitability will depend, in part, on our ability to identify and acquire additional mineral rights and gold reserves, and on the costs
and results of our continued exploration and development programs. Only deposits of significant size 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 within our business model. There is a limited supply of these deposits, which may
constrain our exploration and development, especially in a declining gold price environment that may occur in future.
Because of these uncertainties, we may not successfully acquire additional mineral rights or identify new Proven and Probable Mineral
Reserves in sufficient quantities to justify commercial production at any given operations. The costs incurred on exploration activities
that do not identify commercially exploitable reserves of gold are unlikely to be recovered and are therefore 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.
Estimates of Mineral Reserves and Mineral Resources are based on various estimates including drilling results and because
unforeseen conditions may occur in these historical mine tailings that may not have been identified by the drilling results and other
information, the actual results may vary from the initial estimates. 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 our cost of production, 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. See “—A
change in the Dollar price of gold, which in the past has fluctuated widely, is beyond our control,” and “—An increase in production
costs could have an adverse effect on our results of operations.” 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. 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.
Our gold mining operations are subject to numerous operational risks and hazards that could have an adverse effect on our
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;
•decreased labor productivity due to labor disruptions, work stoppages, slowdowns, strikes or disease;
•unexpected decline of ore grade;
•metallurgical conditions or lower than expected gold recovery;
•failure of unproven or evolving technologies;
•mechanical failure or breakdowns and aging infrastructure;
•energy and electrical power supply interruptions;
•limited availability of, or disruptions to water supply;
•injuries to employees or fatalities arising from occupational accidents and safety incidents, including falls from heights, accidents
involving mobile machinery, electrocution, and other workplace hazards;
•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 by the collapse of tailings storage facilities;
•pipeline failures and spillages;
•safety-related stoppages; and
•corruption, fraud and theft including gold bullion theft.
The occurrence of any of these risks or hazards could delay production, increase production costs, reduce earnings or result in
losses, and may result in significant legal claims, which could adversely impact our business, operating results and financial
condition.
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DRDGOLD Limited Form 20-F 2026 | ||
16 | ||
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, where all of our operations are located. Large parts of our operations are situated in urban areas
where most of the communities that live near our facilities face significant poverty and socio-economic challenges. Political and
economic risks relating to South Africa which have escalated in recent years and 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 historical
inequalities, including transformation and empowerment policies, may increase our costs and reduce our profitability. Elevated crime
levels expose us to an increased frequency and severity of security issues that may disrupt business operations. These factors may
impede foreign direct investment into South Africa and increase emigration of skilled workers; as a result, we may have difficulties
retaining qualified employees.
The sustained high unemployment rate, rising inequality and elevated crime levels have increased the risk of social unrest, such as
protests and conflict, in our surrounding communities. There is also a growing hostile sentiment toward foreign nationals with anti-
immigrations movements increasing staging demonstrations and protests at major urban hubs which intensified in the third quarter of
the calendar year. Persistent failures of service delivery, political instability, and insufficient progress in addressing unemployment,
particularly among the youth, have deepened community frustration and heightened the potential for violent protests and strikes that
could cause damage to property, harm to employees and disrupt our operations. 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 direct expectations toward the private sector for the provision of essential services and
broader social support and assistance. Poverty and high levels of unemployment have led to demands to participate in, and benefit
from, the economic activities of our business. Failure to adequately respond to those expectations could result in miscommunication,
misaligned expectations and loss of trust that in turn could threaten our social license to operate.
Notwithstanding recent positive developments in South Africa following the formation of the Government of National Unity (“GNU”)
after the 2024 elections, including a sustained reduction in power outages, an improvement in South Africa’s credit outlook, and the
removal of South Africa from the Financial Action Task Force grey list in October 2025, operating within the South African context
remains challenging. Recent sovereign rating updates have affirmed a stable to positive outlook, but indicated that any further upward
revisions will depend on sustained economic growth and fiscal discipline. Ongoing tensions within the GNU coalition contribute to
unpredictable policy and regulatory changes, and sustained challenges relating to corruption, systemic failures, public infrastructure
deterioration and poor service delivery continue to erode public trust and heighten social tensions.
The overall state of South African municipalities has deteriorated significantly with many municipalities, including those of our
operations, unable to provide reliable basic services, maintain financial stability, pay amounts due to Eskom or maintain and develop
critical infrastructure. This has led to increasing water outages, electricity substation failures, and deteriorating roads and other
infrastructure, political disruption and delays in obtaining permits required to do business such as zoning and land use approval,
business licenses, wayleaves and permits. Municipal permits are particularly important for our business given our extensive footprint
and need to integrate our assets through pipeline routes, which are at times subject to municipal approval.
South Africa is expected to hold municipal elections in 2026, which may result in changes to local government leadership, policy
priorities and administrative processes. Election periods may create uncertainty regarding municipal governance, service delivery and
infrastructure planning, particularly in municipalities that are already experiencing operational and financial challenges. Changes in
municipal administrations or priorities, together with potential election-related protests, disputes or disruptions, could delay approvals,
permits, zoning and land-use decisions, and other municipal processes on which we depend. Any deterioration in municipal
governance or service delivery following the elections could adversely affect our operations, increase costs and delay the execution of
strategic projects.
Uncertainty within South Africa's political and economic context may adversely affect business and investor confidence. In addition,
heightened scrutiny of government performance and state accountability, including through ongoing governance and anti-corruption
inquiries and processes, has contributed to policy uncertainty, regulatory shifts, and unpredictable community responses.
These factors, individually and collectively, contribute to sustained uncertainty within the South African political and economic
environment and may negatively impact our ability to operate efficiently or otherwise increase our costs of compliance and execution,
which could adversely impact our business, operating results and financial condition.
High inflation may have a material adverse effect on our business, operating results and financial condition.
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, 2026, the annual Consumer Price Inflation Index (“CPI”), stood at
5.0% compared to 3.5% in June 30, 2025 and 5.1% in June 30, 2024. 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.
Inflation in the gold mining sector tends to exceed general inflation, primarily due to increases in electricity, reagent, labor costs and
most recently diesel cost. The impact of these cost pressures is reflected in DRDGOLD's cash cost, which increased by 7.8% in fiscal
year 2026 (fiscal year 2025: 4.3% and fiscal year 2024: 13.7%), although this was also influenced by the volume of tonnages
processed, nature of material processed and increased trucking activities at Ergo. 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.
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DRDGOLD Limited Form 20-F 2026 | ||
17 | ||
The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may have
an adverse effect on our operating results and 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 a wholly owned subsidiary of Sibanye Stillwater 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 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. For further detail, see "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.
We have experienced an increase in theft targeting our facilities, which may expose our employees to harm and our
operations to disruption and financial loss.
Theft across South Africa’s mining sector continues to escalate, driven by socio-economic pressures. See “—Political or economic
instability in South Africa may reduce our production and profitability.” Rising commodity prices, particularly for gold, copper and
steel, have made copper cables, pipelines and gold-bearing material increasingly attractive targets for criminal activity. Criminal
methods have grown increasingly organized and sophisticated, posing an escalating and evolving threat to our operations and
employees.
Our operations have been subject to incidents of theft involving gold-bearing material, copper cables, pipelines and other
infrastructure. These incidents have, from time to time, affected operational activities and resulted in losses of material, damage to
property or additional costs associated with repairs, replacement and security measures. While we have implemented and continue to
enhance security measures to mitigate these risks, there can be no assurance that theft and related incidents will not occur in the
future. Any such incidents could result in operational disruptions, increased costs and reduced production.
In addition to the risk to personal safety, cable theft and theft of bolts used for our pipelines have caused power interruptions that
result in production losses and additional operational costs. Such incidents have in the past resulted, and may continue to result, in
losses of gold or other damage to property or infrastructure, which could have a material adverse effect on our business, operating
results and financial condition. We have implemented enhanced security measures in response to these threats, resulting in increased
security expenditure; however, there can be no assurance that such incidents will not occur in the future, or that security measures
implemented will be effective in preventing theft or mitigating the associated risks to our employees and operations.
Power stoppages or shortages or increases in the cost of power could negatively affect our results and financial condition.
Our mining operations are currently primarily dependent on electrical power supplied by Eskom, South Africa’s state-owned utility
company. Electricity makes up approximately 11% of our operating costs. Eskom has in the past been unable to satisfy the energy
requirements of the South African economy and implemented a system of power rationing or load shedding to prevent a complete
collapse of the national electricity grid. While Eskom’s financial position has shown some improvement in recent periods, significant
operational and financial risks remain. It is owed billions of Rands by local municipalities and has also been subject to damage to its
supply grid through persistent cable theft. Historically, load shedding posed a threat to our ability to maintain the requisite volume
throughput to deliver our business plan, and the steps we were required to take to curtail load, such as intermittently switching off our
mills, also impacted recovery efficiencies. The private sector has responded by accelerating private production of renewable power.
Government measures have been slow to advance the liberalization of power generation on a larger scale. Although load shedding
remained suspended as of June 30, 2026, South Africa is still exposed to load reduction for the foreseeable future if the required
maintenance and renewal of the Eskom power generation fleet does not take place, which will come at a significant cost to end users
of Eskom’s electricity. Eskom and the government have introduced a number of initiatives over recent years aimed at improving
electricity supply reliability and reducing load shedding, including:
•The implementation of the Energy Action Plan by the President of South Africa;
•The launch of Eskom’s Generation Operational Recovery Plan to improve plant performance and electricity availability;
•Changes in the leadership and governance structures of Eskom;
•National Treasury's debt-relief measures to improve Eskom’s financial sustainability;
•Reduced demand for Eskom-supplied electricity as residential, commercial and industrial consumers increasingly adopt alternative
and renewable energy sources;
•The establishment and operationalization of the National Transmission Company South Africa (“NTCSA”) as part of Eskom’s
ongoing unbundling process, with responsibility for the national transmission system and electricity market operations;
•Regulatory reforms and incentives that facilitate greater private sector participation in electricity generation; and
•Tax incentives for companies to develop renewable energy projects and reduce reliance on Eskom-generated electricity.
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DRDGOLD Limited Form 20-F 2026 | ||
18 | ||
In 2019, the President of South Africa announced the vertical unbundling of Eskom to improve efficiency, establish an independent
transmission system operator and facilitate greater competition in electricity generation. While full state ownership of Eskom will be
maintained, the unbundling process is expected to result in the separation of Eskom’s generation, transmission and distribution
functions into distinct entities and may require further legislative and policy reforms. The unbundling process remains ongoing with
significant progress made through the operationalization of NTCSA. In March 2024, the National Energy Regulator of South Africa
(“NERSA”) approved Eskom’s request to transfer responsibility for independent power producer ("IPP") agreements to NTCSA. The
reforms are intended to support increased participation by IPPs, improve competition within the electricity market and enhance long-
term electricity security. However, the transition remains complex and there can be no assurance that the anticipated benefits of the
unbundling process will be realized or that electricity prices will remain stable.
Eskom’s coal-fired power stations experienced significant operational challenges for several years, resulting in national rotational
power cuts (load shedding) being implemented across South Africa. However, following substantial improvements in plant
performance, increased generation availability, reduced unplanned outages and the addition of generation capacity, load shedding
has remained suspended since March 2024. While the stability of electricity supply has improved significantly, there can be no
assurance that load shedding will not resume in the future should operational, infrastructure, fuel supply, maintenance or demand-
related challenges arise. In addition, Eskom continues to seek tariff increases to strengthen its financial position. Any deterioration in
electricity supply reliability or further above-inflation electricity tariff increases could adversely affect our business, operating results
and financial condition.
Eskom reported a pre-tax profit for the year ended March 31, 2025, its first pre-tax profit in eight years, driven by reduced load
shedding, improvements in its Energy Availability Factor, lower diesel consumption and the addition of new generating capacity.
These operational improvements continued through fiscal year 2026 and contributed to a more stable electricity supply environment.
Nevertheless, Eskom remains exposed to significant operational, financial, regulatory and infrastructure-related risks, and there can
be no assurance that recent improvements will be sustained. Any deterioration in Eskom’s financial condition or operating
performance may negatively affect electricity supply reliability, increase electricity tariffs and adversely impact our operations.
NERSA approved Eskom annual tariff increases of 12.74% effective April 1, 2025, significantly above the South African CPI. NERSA
has approved further annual increases of 8.76% from April 1, 2026 and 8.83% from April 1, 2027. Eskom tariff increases may increase
our operating costs and have an adverse effect on profitability.
The security of future power supply and the cost of that supply remains a risk and may have major implications for our operations,
which may result in significant production losses.
Ergo has completed the construction and commissioning of a Solar Power plant and BESS, with the aim of reducing its reliance on
Eskom and lowering its future cost of electricity. Although dependence on Eskom has decreased, it is not eliminated as Eskom power
is still used during off-peak periods to power the operations and charge the BESS. See “—Underperformance of Ergo’s solar and
energy storage infrastructure could increase electricity costs and adversely affect Ergo’s operational performance”.
Ergo is also currently disputing the electricity tariff charged by Ekurhuleni Metropolitan Municipality. Over the past several years, the
municipality has charged Ergo for the electricity it drew from the Ergo Central Substation, prior to commissioning of the Solar plant and
BESS. However, Ergo contends that only Eskom may legitimately charge for the electricity drawn and consumed. 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 could have a
material adverse effect on our business, operating results and financial condition. For further information, see “Item 18. Financial
Statements—Note 24— Payments Made Under Protest.”
Risks related to ESG performance including climate change
We may not be able to meet increasing environmental, social and corporate governance expectations.
Increased scrutiny and expectations from stakeholders, including governments, non-governmental organizations (“NGOs”),
shareholders, investors, communities and other interested parties, regarding our Environmental, Social, and Governance (“ESG”)
performance and practices, together with growing reporting requirements, may expose us to additional costs and potential penalties
for non-compliance with applicable ESG reporting and regulatory standards.
ESG-related risks to which we are exposed include: physical and transition risks related to climate change; non-compliance with
environmental legislation and applicable industry practices; soil and water contamination; radiation; noise; water availability and
efficient use of water; energy efficiency and decarbonization; pollution and inappropriate waste management; occupational health and
safety risks; compromised employee health and mental health; diversity and inclusion; heightened community expectations and
concerns; complexity of legal and regulatory compliance obligations; supply chain risks; and tailings management risks, among
others. These risks are compounded by new national and international laws and regulations, increased public concern and pressure
from advocacy groups, regulators and investors for companies to address and report on the impact of climate change. 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 higher compliance and operating costs and could have further effects on production costs and capacity.
Furthermore, there can be no assurance that measures we implement to adapt to, or transition in response to, climate change will be
sufficient to mitigate the associated risks to our operations. Failure to manage these ESG risks, achieve our ESG performance targets,
or adopt adequate transition measures could reduce investor confidence, harm our reputation, and have a material adverse effect on
our business, operating results and financial condition.
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DRDGOLD Limited Form 20-F 2026 | ||
19 | ||
Climate change may present physical risks to our operations, including extreme weather events and flooding.
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. Loss of human life, and major property, infrastructure or environmental damage, could be
caused by extreme weather events such as droughts, heatwaves, extreme rainfall and strong winds, the frequency, duration and
intensity of which are increasing. Specifically, we have experienced an increase in intensity of climate events, such as thunderstorms
on the Highveld, where our operations are situated. The long-term upward trend in global temperature is associated with an increase
in the magnitude and frequency of severe weather events globally. During fiscal year 2025 and 2026, unprecedented heavy and
persistent rainfall caused delays in the construction of the RTSF. Tonnages were also lower at Ergo due to restricted access to certain
sites which affected the desired blend of reclamation material and ultimately impacted gold production.
Severe thunderstorms and high winds, especially during the summer rainy season, may also cause damage to operational
infrastructure, which could, in turn, interrupt gold production. Strong wind in particular may also increase dust exceedances
(exceedances of applicable dust emission limits) throughout our operations, causing air pollution. Such incidents and other weather
events may damage our facilities and infrastructure or disrupt water management systems, resulting in water shortages which can
impact our operations and cause the interruption of deposition and gold production until such infrastructure is repaired or alternative
deposition capacity is made available.
The occurrence of these risks and events may result in adverse impacts on our workforce, production interruptions, increased
operational costs associated with mitigation measures, power and supply chain disruptions, project delays and higher production
costs. These factors could have a material adverse effect on our business, operating results and financial condition.
Water scarcity, which may be exacerbated by climate change, and could adversely affect our operations.
South Africa is a relatively dry and water-stressed country, and these conditions may deteriorate as a result of climate change. South
Africa faces water shortages, which may lead to rationing or increased water costs across several sectors of the South African
economy. Such changes could adversely impact our surface retreatment operations, which use water to transport slimes or sand from
reclaimed areas to the processing plant and to our tailings facilities. Additionally, in Johannesburg and surrounding areas, water
supply infrastructure is poorly maintained, leading to interruptions in water supply that could further disrupt our operations.
Water is a critical resource in our operations and the Group continues to invest in infrastructure and operational initiatives aimed at
maximizing water reuse and reducing reliance on external water sources. DRDGOLD operates largely within a closed water circuit,
whereby water recovered during processing and deposition activities is recycled and reused throughout the production process. This
approach reduces freshwater demand, supports environmental stewardship and enhances operational resilience in water-
constrained environments. Notwithstanding these initiatives, the availability and quality of water resources remain subject to
regulatory, environmental and infrastructure-related challenges, and any significant disruption to water supply or recycling systems
could adversely affect production, operating costs and results of operations.
Furthermore, our surface retreatment operations rely on third-party service providers for the supply and treatment of water required for
production. FWGR relies on Sibanye-Stillwater to pump and supply underground mine water for its operations. Ergo relies on the
Trans-Caledon Tunnel Authority ("TCTA") for the supply of AMD water. Any interruption in these services could materially disrupt our
operations and affect production. In addition, AMD water requires significant treatment to meet operational standards, resulting in
additional treatment costs.
Any reduction in the volume or quality of water available to our operations may adversely impact production output, which could, in
turn, have a material adverse effect on our business, operating results and financial condition.
Risks related to government regulation
Changes in government policies or the regulatory environment in South Africa may adversely impact our operations and
profitability.
The mining industry in South Africa is extensively regulated through legislation and regulations promulgated by government
departments and regulatory bodies. These regulatory requirements govern areas including health and safety, water usage, the
exploration and mining of minerals, and environmental management. A variety of permits, regulatory approvals and authorizations are
required to mine lawfully, and the Government enforces its regulations through the various government departments. A lack of
communication between government departments and regulatory bodies, together with under-resourced regulators, continues to
present challenges that may increase compliance costs and the time required to obtain 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 relating to labor plans, workplace transformation and Black Economic Empowerment ("BEE") requirements, 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. Changes in regulatory or government policies could adversely affect our business and may result in increased
project costs and potential delays. Complexity, uncertainty and regulatory changes continue to characterize the South African
regulatory environment, and changes that are adverse to business and growth may result in increased project costs and potential
delays.
On May 20, 2025, the draft MPRD Bill (“MPRD Bill”) was gazetted for public comment. Amongst the many concerning changes that
are proposed, two are of particular concern, namely the proposed re-classification of mine residue stockpiles as minerals, and the
introduction of a requirement of a mining right to reclaim minerals from such stockpiles, as well as changes to the Broad-Based Black
Economic Empowerment (“B-BBBEE”) and transformation regime. The other notable concern with respect to the MPRD Bill relates to
suggested ‘Beneficiation’.
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DRDGOLD Limited Form 20-F 2026 | ||
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Requirement of a mining right
DRDGOLD’s operations involve the reclamation and retreatment of privately owned, movable historic mine residue stockpiles —
principally tailings and slimes dams created before the commencement of the MPRDA — rather than the extraction of naturally
occurring in situ mineral deposits. Currently, and as a general proposition in the mining industry, the processing of historic mine
residue stockpiles does not constitute “mining” for the purposes of the MPRDA. Movable tailings dumps created before May 1, 2004,
when the MPRDA became effective, and which are classified as ‘historic mine residue stockpiles’, are not subject to the MPRDA and
can be processed without a mining right. If the MPRD Bill is enacted in its proposed format and these stockpiles are reclassified as
minerals, it may significantly affect the economics of reclaiming them depending on the conditions imposed by the State for the
issuance of a mining license to process these movable tailings dumps. It may similarly also impact our provision for rehabilitation and
mine closure, inasmuch as the removal of such residue stockpiles form part of an Environmental Management Program.
BEE and transformation regime
Currently, compliance with BEE requirements when applying for a Prospecting Right takes the form of the Minister having a discretion
to require such compliance under section 17(4) of the MPRD Act. The MPRD Bill proposes changes to the BEE and transformation
imperatives to those which currently apply to the Mining Industry. The MPRD Bill amends the definition of “this Act” to include “the
Codes of Good Practice for the South African Minerals Industry and Housing and Living Conditions Standards for the Minerals
Industry”, gazetted on April 29, 2009 (“Codes”), which are currently unenforceable. The MPRD Bill however makes these Codes
enforceable legislation. The current version of the Codes conflict with the transformation imperatives in the remainder of the MPRD Bill
and it is logical to assume that a new version of the Codes will have to be released when the MPRD Bill becomes effective.
Beneficiation
"Beneficiation” is defined as “value addition to a higher value over baselines determined by the Minister” (the Minister of Mineral and
Petroleum Resources). Therefore, the State has control over what comprises beneficiation. The Minister can prescribe “conditions
required to ensure security of supply for local beneficiation”. The MPRD Bill provides that “Every producer of minerals must make
available minerals or mineral products for local beneficiation”. In summary, the Minister can determine what comprises “beneficiation”,
can make regulations with respect to promotion of “beneficiation” and mining companies will be compelled to ensure supply of
minerals for “beneficiation” in South Africa.
We have submitted representations to the office of the Department of Mineral and Petroleum Resources (“DMPR”) (previously the
Department of Mineral Resources and Energy (the “DMRE”) expressing our concerns regarding these proposed amendments. The
Minerals Council of South Africa, which advocates on behalf of mining companies such as DRDGOLD, has also submitted its own
representations to the office of the DMPR. However, there can be no assurance that such advocacy efforts will be successful. In
addition, although we may challenge any attempts by the State to expropriate or otherwise restrict our ownership or use of movable
tailings dumps, there can be no assurance that such challenges would be effective. If the MPRD Bill, or similar amendments, is
promulgated into law, it could result in increased regulatory requirements, additional costs and taxes, restrictions on our ability to
process tailings or other mineral resources, or potential risks relating to the ownership and use of movable tailings dumps. Any such
developments could adversely affect our operations, results and financial condition.
Furthermore, certain regulators are significantly understaffed and under-resourced and not always able to process administrative
filings in accordance with prescribed timelines, which could result in delays to our project planning and execution. In 2023 and 2024,
this risk materialized when the commissioning of several new reclamation sites was delayed due to backlogs in the Department of
Water and Sanitation's processing of Water Use License applications, leading to shortfalls in planned production. Delays in securing
the required regulatory approvals for reclamation sites 4L39 and 5L23 during FY2026 also have resulted in the need for additional
material trucking, which, combined with rising fuel prices, had significant impact on operating costs.
Both Ergo and FWGR currently have license and other permit applications pending relating to the commissioning of reclamation sites
and TSFs. If these are not processed in time, the projects may experience delays in commissioning, which could result in lower than
targeted production.
Mining royalties and other tax reform could have an adverse effect on our business, operating results and financial condition.
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
0.35% and 3.65% 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 DRDGOLD obtained, mine dumps created before the enactment of
the MPRDA fall outside the ambit of this royalty, and consequently we do not pay any royalty on any dumps created prior to the
MPRDA. If the changes proposed in the Draft Bill are enacted, this dispensation could change and revenue-based royalties could be
levied on minerals produced from historic residue stockpiles. This as well as any other 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.
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% 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.
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DRDGOLD Limited Form 20-F 2026 | ||
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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. We 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 we currently intend in order to do so. See “—If we are unable to
attract and retain key personnel, our business could be adversely affected.”
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 favorable than the terms of its current mining rights in terms of the
current legal dispensation, or any changes that are made to it. 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. For further detail, see "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.
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 DMPR, existing environmental
rehabilitation trust funds may only be used for post closure activities and may no longer be utilized for their intended purpose of
concurrent and final rehabilitation and closure.
Several further proposed amendments to the FPRs, (“Proposed Amendments”) were subsequently published. On February 1, 2024,
the Minister of Forestry, Fisheries and the Environment again amended the transitional period contained in regulation 17B of the FPRs,
2015. The transitional arrangements in regulation 17B of the FPRs allows the holder of a right or permit granted or issued, as the case
may be, in accordance with the MPRDA, who applied for such right or permit before November 20, 2015, to continue making financial
provision in accordance with regulations 53 and 54 of the regulations published under the MPRDA. Stated differently, a person who
applied for a right or permit prior to November 20, 2015, is not yet required to comply with the FPRs. In the previous amendments to
regulation 17B of the FPRs, the Minister always specified a date by when the transitional period would expire and when all holders
would be required to comply with the FPR. However, the Minister has amended regulation 17B to provide that the transitional period
will continue to apply until the Minister publishes a date by when all holders are required to comply with the FPRs.
The Proposed Amendments, in their current form and which are still subject to the approval of the DMPR 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. For further detail, see “Item 4.B.
Business Overview—Governmental regulations and their effect on our business—Financial Provision for Rehabilitation.”
South Africa’s carbon tax regime and ongoing increases in the applicable carbon tax rate could have a direct or indirect
material adverse effect on our business, operating results and financial condition.
The Carbon Tax Act (No 15 of 2019) has been in effect in South Africa since June 1, 2019. The Act is based on the polluter-pays
principle and is being implemented in phases. The initial plan scheduled the first phase to run from June 1, 2019 to December 31,
2022; however, this period was extended to December 31, 2025. The first phase does not have a material financial impact on the
Group; however, the carbon tax rate has increased by 58% since 2019. For the 2026 tax period, the carbon tax rate will increase from
R236/tCO2e to R308/tCO2e.
The maximum allowances that companies in the gold mining and refining industry can claim are 85%, which includes the 60% basic
tax-free allowance, 10% for the trade exposure allowance, 5% for the voluntary carbon budget allowance, and 10% for the carbon
offset allowance. During this first phase, the Group has been eligible to claim 60% for the basic tax-free allowance and 10% for the
trade exposure allowance, bringing the total claimed tax-free allowances to 70%.
Phase 2 of the carbon tax began January 2026, with key changes made to the carbon tax regime. For instance, the voluntary carbon
budget allowance of 5% fell away, and mandatory carbon budgets, once the regulations are finalized, will be allocated to companies
that exceed 30,000tCO2e per annum for listed activities. The carbon tax rate for emissions exceeding the carbon budget has been set
at R640/tCO2e. However, this change will not affect the Group, since the Group does not currently emit emissions above the
30,000tCO2e threshold for mandatory carbon budgets.
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DRDGOLD Limited Form 20-F 2026 | ||
22 | ||
Another key change for Phase 2 is the increase of the carbon offset allowance from 5% to 10% for most fugitive and process
emissions, and an increase to 15% for fuel combustion emissions. As it stands, Phase 2 continues to focus on scope 1 emissions,
with the National Treasury continuing its commitment to electricity price neutrality until December 31, 2030, to shield consumers from
higher electricity costs. However, it remains unclear whether scope 2 emissions will be included in the future, beyond 2030.
While Phase 2 carbon tax changes are not expected to significantly affect the Group, ongoing increases in the carbon tax rate could
materially impact our business and financial results, particularly if supplier costs rise due to their own carbon tax obligations.
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.
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.
FWGR is also 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.
Assessment of unredeemed capital expenditure by the South African Revenue Service could have an adverse effect on the
business, operating results and financial condition.
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.
Regulatory uncertainty regarding the tax treatment of Ergo's capital expenditure on the battery energy storage system could
have an adverse effect on the taxation liability of Ergo.
In the 2023 budget review, the National Treasury announced a tax incentive to accelerate private investment in renewable energy to
alleviate load shedding. The allowance is available for assets used in the generation of power. The Ergo BESS system has been
designed to store excess energy from the solar PV plant as opposed to actual power generation. However, regulatory uncertainty
exists regarding whether storage assets constitute “generation” assets for purposes of these incentives. There is no formal judicial or
administrative guidance confirming that BESS qualify for the accelerated tax incentive. While SARS has issued some rulings
concerning BESS that indicate a potentially favorable direction, these rulings do not directly address the same factual circumstances
as Ergo BESS. SARS has advised that their policy is to regard any assets forming part of an “integrated system” to generate power
from renewable sources as power generation assets. Ergo’s BESS is fully integrated into the solar PV plant as it is charged by the
solar PV plant and discharges this stored power to the Ergo operation. Consistent with external tax advice received, Ergo has treated
the PV assets and the integrated BESS as qualifying electricity‑generation assets for purposes of the available allowances. However,
there remains a risk that SARS could challenge this position and issue an adverse determination, which could result in the
disallowance of claimed tax benefits and potential penalties and interest charges and therefore have an adverse effect on the taxation
liability of Ergo.
Labor disputes and changes in South African labor legislation could adversely affect our operations, operating results and
financial condition.
Labor costs are significant for Ergo, constituting 16% of Ergo’s production costs for fiscal year 2026 (2025: 17%). As of June 30, 2026,
our Ergo operations provided full-time employment for 635 employees while our main service providers deployed an additional 2,230
employees to our operations, of whom approximately 87% are members of trade unions or employee associations.
Labor costs are significant for FWGR, constituting 17% of FWGR’s production costs for fiscal year 2026 (2025: 18%). As of June 30,
2026, our FWGR operations provided full-time employment for 189 employees while our main service providers deployed an
additional 877 employees to our operations, of whom approximately 83% are members of trade unions or employee associations.
We have entered into various agreements regulating wages and working conditions at our operations. A four-year wage agreement
was reached with organized labor at FWGR in November 2024, and a five-year wage agreement was reached with organized labor at
Ergo in February 2026. Unreasonable wage demands could increase production costs to levels where our operations are no longer
profitable. This could lead to earlier than planned closure of operations and labor disruptions. We are also susceptible to strikes by
workers from time to time, which may result in disruptions to our operations. See “—Labor unrest at or adjacent to our operations, or
involving third-party service providers, could disrupt our operations and adversely affect our business.”
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. In addition, laws imposing large
monetary penalties for non-compliance with the administrative and reporting requirements of employment equity and affirmative action
policies may result in further material costs. Future South African legislation and regulations relating to labor may further increase our
costs or alter the terms and conditions of employment of our workforce. Labor cost increases could have an adverse effect on our
business, operating results and financial condition.
Labor unrest at or adjacent to our operations, or involving third-party service providers, could disrupt our operations and
adversely affect our business.
Strike action at our operations could disrupt production, affect the execution of operational and growth projects, and increase costs.
For example, during wage negotiations at Ergo in late 2025, the National Union of Mineworkers ("NUM") and the Association of
Mineworkers and Construction Union ("AMCU") issued notice of intended protected strike action relating to unresolved wage and
profit-sharing negotiations. Although the planned strike action was subsequently suspended and operations continued uninterrupted,
the matter illustrates the potential for labor disputes to arise during collective bargaining processes. Any future labor unrest or
industrial action at our operations could result in operational disruptions, reduced productivity, project delays and increased costs,
which may adversely affect our business, operating results and financial condition.
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DRDGOLD Limited Form 20-F 2026 | ||
23 | ||
We may also be adversely affected by labor disputes or other significant disruptions involving third-party service providers, which
could impact the operation of our facilities. For example, we use a third party service provider for the management of our reclamation
sites as well as on our Brakpan TSF and Driefontein 4 TSF. Any labor unrest or other significant issue at this third-party service
provider may impact the operation of these facilities. Furthermore, there has been an increase in employees and third-party service
providers at FWGR as a result of the Phase 2 expansion project, which is currently fully underway. Any labor unrest or other significant
issue involving employees or third-party service providers may delay or disrupt execution of the project in a timely manner and within
budget, which could adversely affect 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, among other things, 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 Financial Surveillance Department of the South African Reserve Bank ("SARB"), is responsible for the
administration of exchange control regulations. In particular, South African resident companies (from an exchange control
perspective, being companies incorporated or formed in South Africa or alternatively being listed on a South African exchange):
•are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the SARB or in
certain cases approval by a recognized Authorised Dealer (being certain commercial banks in South Africa to whom authority has
been granted under the Currency and Exchanges Manual for Authorised Dealer);
•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, unless in
exceptional circumstances prior approval from the SARB or where relevant the Authorised Dealer is obtained.
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. Exchange control requirements however are dependent on the specific transaction and are not unique to
DRDGOLD, as they apply to all South African residents of the CMA. 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 ("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, operating
results 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 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;
•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;
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DRDGOLD Limited Form 20-F 2026 | ||
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•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.
The current dividend withholding tax rate is 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 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.
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DRDGOLD Limited Form 20-F 2026 | ||
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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 135 years.
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, JP Morgan Chase Bank, at 383 Madison
Avenue, Floor 11, New York , NY 10179, 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.
Please refer "Item 5A. Operating Results - Capital expenditure" for an understanding on capital expenditure incurred by the Group.
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”), East Rand Proprietary Mines Proprietary Limited's ("ERPM") Cason Dump and the
Ergo Gold business unit. 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. Due to the maturing Brakpan TSF, two projects
commenced to increase deposition capacity and reduce deposition load from Brakpan TSF.
Resuming deposition on the Daggafontein TSF
The Daggafontein TSF was removed from our Mineral Resources and Mineral Reserves statement in FY2025 to facilitate its
recommissioning as a deposition facility. Following the completion of the required engineering works, water was first introduced to the
facility on June 25, 2026, with the first tailings deposition commencing on July 6, 2026. The TSF has a deposition capacity of 120Mt
and a life of 20 years, at a deposition rate of 750,000tpm for the first three years, thereafter at 500,000tpm. The availability of
Daggafontein is expected to alleviate deposition pressures on the Brakpan TSF, thereby extending the useful life of existing deposition
infrastructure while supporting continued operational throughput. The recommissioning of Daggafontein also forms an important
component of the Group's broader tailings management strategy as it progresses the regulatory approvals and development of future
deposition facilities, including the proposed recommissioning of the Withok TSF.
Recommissioning of the Withok TSF
The recommissioning of the Withok TSF 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 principles that
underscore the outcomes pursued under 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 Withok TSF public participation process was completed in FY2025 and the project is in the authorization phase. Timelines were
revised for the TSF following test drilling on the proposed site that revealed geological features requiring measures in addition to the
now-standard liner, to prevent seepage and pollution of underground water. These designs are complex and are closely scrutinized
by DWS before approving the design and issuing the requisite licenses and approvals. It also adds approximately six months to
construction. We have therefore moved the target date for completion of Withok TSF to the end of 2029, assuming all approvals are
obtained by December 2026.
The TSF will have a deposition capacity of 310Mt and a life of 20 years at an eventual deposition rate of 1.3Mtpm. The increase in
deposition capacity for Ergo enables the processing of the Crown Complex (three tailings dams to the southeast of Johannesburg's
CBD). The Crown complex has been classified from an Indicated Mineral Resource to a Probable Mineral Reserve in FY2025. Ergo's
estimated life-of-mine at FY2026 was 21 years (FY2025: 22 years).
Sale of Stellar
Following a strategic review in FY2025, the Board decided to sell Ergo's stake in Stellar, a renewable energy company with a solar
plant development project, to focus on the Group's core mining activities. The sale was completed in FY2026. For further information,
see "Item 18. Financial Statements – Note 22 – Asset Held For Sale."
For further information on other capital investments, divestitures, capital expenditure and capital commitments, see "Item 4D. Property,
Plant and Equipment", and "Item 5B. Liquidity and Capital Resources".
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DRDGOLD Limited Form 20-F 2026 | ||
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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 West Rand Tailings Retreatment
Project (“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 TSF through a reconfigured Driefontein 2 plant and deposition onto the
Driefontein 4 tailings storage facility. The Driefontein 4 TSF 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.
FWGR Phase 2 expansion
The Phase 2 project is a key project for FWGR intended to mine current reserves and to extend potential resources in the West Rand.
RTSF construction
The RTSF is designed to be capable of receiving 2.4 million tonnes per month with a maximum designed capacity of approximately
800 million tonnes. An amended design of the RTSF was submitted to the Department of Water and Sanitation during fiscal year 2023.
The amended design included the build of a synthetic barrier system in place for ground water protection and a combined center line/
downstream dam wall in the early stages of the facility.
The breaking of ground at this complex, on June 5, 2024, followed the appointment of a leading contractor to construct the RTSF and
the receipt of the requisite permits. Construction of the RTSF is progressing well, notwithstanding some delays caused by rainy
weather. RTSF construction was around 67% complete as at the end of fiscal year 2026, and on track to attain 1.2 million tonnes per
month depositioning rate capacity by the first quarter of fiscal year 2028. An important project milestone toward this, is permission by
the DWS for beneficial occupation which is contingent upon completion of phase 1, out of two phases of the construction of the RTSF.
Beneficial occupation means FWGR can start commissioning the RTSF while construction of phase 2 continues.
DP2 expansion
The expansion of DP2 (which involves the construction of the plant's own elution circuit, smelt house and doubling current throughput
capacity), involves doubling plant capacity to 1.2 million tonnes per month. The project commenced during the first quarter of fiscal
year 2025. The elution circuit and smelt house were commissioned on July 14, 2026, with the remainder of the plant expected to be
completed in the first quarter of fiscal year 2027. During fiscal year 2026, the construction of an up-flow reactor was approved and is
currently being constructed at FWGR, after very promising test work. The up-flow reactor is expected to increase gold recoveries.
The pipeline infrastructure project (including Libanon pipeline)
This project is 135km of slurry and return water lines between DP2, the RTSF and the Libanon TSF. The pipeline project is
approximately 95% complete at June 30, 2026.
The construction of a reclamation pump station at Libanon TSF, to add 600,000 tonnes per month to FWGR’s throughput, in addition
to the current 600,000 tonnes per month capacity from Driefontein 3 TSF, is set to provide the Driefontein 2 plant the planned 1.2
million tonnes per month. Permitting for construction of the Libanon pump station was received in July 2026 and construction is
planned to be completed during the last quarter of fiscal year 2027.
The Group's Mineral Reserves have been updated in fiscal year 2026, following the transfer of Kloof 2 TSF to FWGR in December
2025, pursuant to the exchange agreement concluded between DRDGOLD and Sibanye Gold. The TSF has added 67 million tonnes
to the Group’s Mineral Reserves and extended FWGR’s estimated life-of-mine by four years to 20 years (FY2025: 16 years).
Significant capital is required for the Phase 2 expansion which is expected to be financed through a combination of cash resources,
operational cash flows and a five-year Bank facility as may be determined. (Refer to "Item 18. Financial Statements – Note 19 – Capital
management"). Capital expenditure for other projects is mainly financed through operational cash flows and cash resources.
For further information on other capital investments, divestitures, capital expenditure and capital commitments, see "Item 4D. Property,
Plant and Equipment", and "Item 5B. Liquidity and Capital Resources".
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DRDGOLD Limited Form 20-F 2026 | ||
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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 are located in South Africa. 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.
Gold is recovered from these deposits using specialised technologies and processes that have been refined through more than two
decades of surface retreatment. Our operating model incorporates concurrent rehabilitation, whereby tailings are removed and
processed while affected areas are progressively rehabilitated throughout the life of the operation. Process water is recycled through
a closed-circuit system and returned to reclamation sites, reducing water consumption and supporting sustainable operations. Our
processing facilities are primarily powered by electricity supplied by Eskom, supplemented by energy generated from our solar plant
and BESS.
As a tailings deposit is reclaimed and cleared, the land beneath it becomes available for rehabilitation. We re-contour,
re-vegetate and re-establish the ground. Over time, what was a tailings deposit becomes rehabilitated land available for
redevelopment.
DRDGOLD has arranged its operations into two wholly owned entities covering our 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.
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 historical tailings dams and sand dumps, comprising the waste
material from earlier underground gold mining activities. This is done by reprocessing historical tailings dams and sand dumps. 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 treatment 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 historical tailings 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. The processed material is then deposited onto distinct tailings storage facilities.
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.
The average gold price for fiscal year 2026 reached record highs due to policies instituted by the US government, including the
imposition of significant tariffs on various countries including South Africa, changes in foreign policy and global economic uncertainty.
Furthermore, the conflict in Ukraine and conflict between Israel and Gaza have contributed to prolonged geopolitical instability,
leading investors to seek gold as a safe haven asset. 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.
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DRDGOLD Limited Form 20-F 2026 | ||
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The average gold spot price increased by 50% from $2,818 per ounce to $4,238 per ounce during fiscal year 2026 after having
increased by 36% from $2,078 per ounce to $2,818 per ounce during the fiscal year 2025 and having increased by 13% from $1,831
per ounce to $2,078 per ounce during the fiscal year 2024. As a result, the average gold price received by us in Rands for fiscal year
2026 increased by 40% to R2,289,250 per kg compared to the previous year at R1,632,275 per kg and for fiscal year 2025 increased
by 31% to R1,632,275 per kg compared to the previous year at R1,248,679 per kg. The increase in the gold price received
contributed to a 42% increase in our total revenue for fiscal year 2026 amounting to R11,159.0 million (2025: R7,878.2 million and
2024: R6,240 million). All our revenue is generated from our operations in South Africa.
Looking ahead we believe that the global economic environment, escalating geopolitical tensions, the evolving changes in local and
foreign policy in the US and the major uncertainties on the future of global trade, a relatively weaker US Dollar, interest rate policies
(particularly in the US), 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 in South Africa 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.
Gold-bearing material produced by our operations is smelted into doré bars, which are delivered to Rand Refinery Proprietary Limited
("Rand Refinery") for assaying and refining. The doré bars typically contain gold, silver and small quantities of other metals and are
refined by Rand Refinery to bullion-grade purity. Rand Refinery charges refining and administration fees for these services. The
refined gold is then sold directly to South African bullion banks at agreed gold prices and exchange rates. Revenue is recognized
when control of the refined gold is transferred to the customer. We own 11.3% (fiscal year 2025 and 2024: 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 28 of 2002 ("MPRDA"), 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. Historical
tailings dams 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 historical tailings dam do fall under the provisions of the National Environmental Management Act 107 of 1998 ("NEMA"),
which requires at its most basic the compilation and submission of an Environmental Impact Assessment.
Conversion and renewal of Rights under the Mineral and Petroleum Resources Development Act 28 of 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 Department of Mineral
and Petroleum Resources (“DMPR”), previously the Department of Mineral Resources and Energy ("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 DMPR, 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 DMPR within the requisite time periods. As at June 30, 2026, 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
Minister of the DMPR 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, 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 Broad-based Black Economic Empowerment ("BEE") transaction, continues to be BEE
compliant. The judgment was appealed by the DMPR. The DMPR 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 Gauteng Division of the High Court in Pretoria High Court.
The Mining Charter and the related scorecard are not legally binding and, instead, simply state public policy. However, the DMPR
places significant emphasis on the compliance therewith. The Mining Charter and scorecard have a decisive effect on administrative
action taken under the MPRDA.
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DRDGOLD Limited Form 20-F 2026 | ||
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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 and mandatory codes of procedures 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 No. 581. The
publication of the 2017 Mining 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 Historically Disadvantaged Persons ("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;
•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 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 Minister of the DMPR 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 Minister of the DMPR confirmed that the DMPR Ministry will not appeal the ruling made by the Gauteng
Division of the High Court of South Africa.
The recently proposed Draft Mineral Resources Development Bill, 2025 (“MPRD Bill”) has contributed to increased regulatory
uncertainty for mining companies in South Africa, including DRDGOLD’s. The potential impact of the MPRD Bill on our business is
significant due to the following provisions:
•The proposed requirement to apply for a mining right to process movable ‘historical tailings’ pursuant to the draft MPRD Bill; and
•The intended amendments to the MPRDA that would allow the relevant Minister to set beneficiation targets for the mining industry
and exercise greater control over the beneficiation of minerals in South Africa.
DRDGOLD has submitted representations to the office of the Minister of the DMPR expressing its concerns regarding these proposed
amendments. The Minerals Council of South Africa, which advocates on behalf of mining companies such as DRDGOLD, has
submitted its own representations to the office of the Minister of the DMPR.
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DRDGOLD Limited Form 20-F 2026 | ||
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Mining royalties and other tax reform
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
0.35% and 3.65% 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 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. Proposed amendments contained in the MPRD Bill may affect the regulatory treatment of historical residue
deposits and tailings facilities. In addition, the 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.
Mine Health and Safety Regulation
The South African Mine Health and Safety Act 29 of 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. 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 offense 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 offense of vicarious liability for the
employer where a Chief Executive Officer, manager, agent or employee of the employer committed an offense 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
offenses and for administrative fines have all been increased, with the highest being R1 million. In October 2024, the Minister of
Mineral and Petroleum Resources published an explanatory summary of the proposed Mine Health and Safety Amendment Bill, 2024.
The proposed amendments are intended to strengthen health and safety governance, managerial accountability, training
requirements and enforcement powers under the MHSA. As at the date of this annual report, the proposed amendments have not
been enacted and it remains uncertain whether they will be adopted in their current form or when they may become effective. If
enacted, the amendments may increase our compliance obligations and regulatory exposure.
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 their scope of employment.
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
“compensable 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. Compliance obligations arise
under a range of environmental legislation, including the NEMA, the Air Quality Act, 2004, the National Water Act, 1998, the National
Nuclear Regulator Act, 1999 and other applicable environmental legislation and regulations. Liability for environmental damage may,
in certain circumstances, extend beyond the company to directors, officer and other responsible persons who are found to have
contravened applicable laws.
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DRDGOLD Limited Form 20-F 2026 | ||
31 | ||
The environmental impacts of mining operations are also regulated through the MPRDA, which contains provisions relating to
environmental management, rehabilitation and mine closure, including potential personal liability for directors and responsible persons
in respect of environmental non-compliance.
Mining companies are required to obtain and maintain environmental authorizations and approved environmental management
programs in accordance with NEMA and the MPRDA, and must demonstrate both the technical and financial ability to undertake
ongoing environmental management, rehabilitation, closure and the management of latent or residual environmental impacts
associated with their operations. Environmental authorizations and related environmental management commitments form part of the
regulatory framework applicable to mining rights and are subject to ongoing monitoring and compliance requirements.
The MPRDA and related environmental legislation impose ongoing environmental monitoring, reporting, rehabilitation and financial
assurance obligations on holders of mining rights. Various financial mechanisms may be utilized to provide for environmental
rehabilitation and closure obligations in accordance with applicable legislation and regulatory requirements.
We maintain environmental authorizations and environmental management programs approved by the relevant authorities and
continue to monitor and manage environmental risks through ongoing compliance programs, rehabilitation activities and
environmental management systems. Key environmental matters are prioritized through active management oversight, with progress
monitored against defined objectives, action plans and implementation schedules.
Our existing reporting and controls framework is designed to support compliance with the environmental monitoring, reporting,
assessment and rehabilitation obligations imposed by the MPRDA, NEMA and related regulations.
In addition, the National Nuclear Regulator Amendment Act 26 of 2024, which came into effect during FY2025, introduced enhanced
requirements relating to financial provision for the rehabilitation and decommissioning of regulated facilities. These requirements may
affect entities managing radioactive materials or residues associated with mining activities, including those containing uranium or
other naturally occurring radioactive material. We continue to monitor developments in the applicable regulatory framework and
maintains programs to monitor uranium and radon exposures, assess rehabilitation and closure obligations, and evaluate the
adequacy of financial provision and other compliance measures required under applicable nuclear and environmental legislation.
Financial Provision for Rehabilitation
We are required to make financial provision for the cost of mine closure, rehabilitation, remediation of environmental impacts and post-
closing monitoring associated with our operations. Financial provision may be maintained through various approved financial
mechanisms, including rehabilitation trusts and financial guarantees, in accordance with applicable environmental legislation.
The Group currently provides financial provision primarily through financial guarantees issued to the DMPR and underwritten through
approved insurance products from Guardrisk Insurance Company Limited (“GICL”). All required regulatory approvals relating to the
Group's financial provisioning arrangements have been obtained and the associated legal, tax and regulatory implications have been
considered as part of the implementation of these arrangements.
As of June 30, 2026, we held a total of R841.5 million (2025: R765.0 million) in funds. Guarantees amounting to R943.1 million (2025:
R941.3 million) were issued to the DMPR. The provision for environmental rehabilitation for the Group amounted to R721.4 million at
June 30, 2026, compared to R558.7 million at June 30, 2025.
The FRPs were promulgated under the NEMA by the Department of Forestry, Fisheries and the Environment (“DFFE”). Under the
FPRs, existing environmental rehabilitation trust funds, of which DRDGOLD has Rnil, may generally be utilized only for post-closure
obligations and may no longer be used to fund concurrent and final closure activities. As a result, mining companies may be required
to utilize alternative financial provisioning mechanisms to satisfy rehabilitation and closure obligations.
On February 1, 2024, the Minister of Forestry, Fisheries and the Environment amended the transitional arrangements contained in
regulation 17B of the FPRs. The transitional arrangements allow the holders of rights or permits applied for before November 20, 2015,
to continue making financial provision in accordance with regulations previously published under the MPRDA. Unlike previous
amendments, no fixed expiry date for the transitional period was prescribed and the transitional arrangements will continue to apply
until the Minister determines a future date for compliance with the FPRs.
Several proposed amendments to the FPRs have also been published and remain under consideration. The proposed amendments
include requirements relating to the determination, annual review and reassessment of financial provision by independent specialists,
together with additional assurance requirements. The final form, implementation date and practical application of any revised financial
provisioning regime remain uncertain and may affect the manner in which financial provision for rehabilitation, mine closure and post-
closure obligations is determined, maintained and administered.
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DRDGOLD Limited Form 20-F 2026 | ||
32 | ||
4C. ORGANIZATIONAL STRUCTURE
The following chart shows our principal subsidiaries as of June 30, 2026. All of our subsidiaries which are duly registered private
companies with independent legal personality, 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.
As at June 30, 2026:
Public ownership 49.76% | ||||||
Sibanye Gold1 50.10% | Non-public ownership2 0.14% | |||||
ERGO 100% | FWGR 100% | |||||
1DRDGOLD is 50.1% held by Sibanye Gold Proprietary Limited, which in turn is a wholly owned subsidiary of Sibanye Stillwater Limited (“Sibanye-
Stillwater”). During August 2025, Sibanye-Stillwater purchased additional shares in the market due to the new share issuances made by the
Company to settle its employee share plan, as described in Item 6E. Sibanye-Stillwater's shareholding as at June 30, 2026 was 50.10%.
2Relates to shareholding by directors and prescribed officers of the Company of 0.14%. 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 June 30,
2026, Khumo and the DRDSA Empowerment Trust held nil shares in DRDGOLD. In terms of the “once empowered, always
empowered” principle, the transaction is deemed to still provide compliance with the ownership element of the Mining Charter.
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DRDGOLD Limited Form 20-F 2026 | ||
33 | ||
4D. PROPERTY, PLANT AND EQUIPMENT
The following information is detailed for material properties of the Group:
•Summary of operations
•Properties and location
•Geology
•Mining method
•Mineral Processing and Recovery Methods
•Infrastructure
•Exploration
•Water usage and reduction in use of potable water
•Water pollution
•Environmental and Closure Aspects
•Environmental rehabilitation closure providing and funding
•Legal aspects and permitting
•Production
•Mineral Reserves and Mineral Resources Estimation
•Capital Expenditure
Summary of operations
DRDGOLD owns 100% of the issued share-capital in both Ergo and 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.
The following table sets out aggregate production for Ergo and FWGR for the last two fiscal years: | |||
Total aggregate gold production | 2026 | 2025 | |
Gold produced (ounces) | 155,577 | 155,288 | |
At June 30, 2026, Ergo employed 635 full-time employees. In addition, specialist service providers deployed a further
2,230 employees to our operations bringing the total number of in-house and outsourced employees to 2,865 at June 30, 2026 (at
June 30, 2025: 2 638).
At June 30, 2026, FWGR employed 189 full-time employees. In addition, specialist service providers deployed a further
877 employees to our operations bringing the total number of in-house and outsourced employees to 1,066 at June 30, 2026 (at
June 30, 2025: 740). The increase in FWGR specialist service providers is as a result of the capital projects in progress, namely RTSF
and DP2 plant expansion.
DRDGOLD has numerous surface, mining and prospecting rights and has strong security in title to its reserves and resources, vested
in various subsidiaries. Our operations have been issued all the rights and authorizations for those sites that are currently being mined
and they are in good standing with the regulators. All required operating permits and licenses have been obtained and are in good
standing with the regulators. More detailed information on the various properties' mineral title can be found under the “Legal aspects
and permitting” here below.
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DRDGOLD Limited Form 20-F 2026 | ||
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Properties and location
Below is a geographical representation of the location on Ergo and FWGR within South Africa:
The Ergo plant is located approximately 25 miles (40 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
plant was 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 station feeding
the Ergo 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, 2026, no material encumbrances exist on Ergo's property.
As of June 30, 2026, the net book value of Ergo’s mining assets was R5,690.3 million (2025: R4,932.9 million).
FWGR’s assets consists of the operational DP2 plant, Driefontein 4 TSF which is a current active tailings deposition facility, Driefontein
3 and 5 TSFs as reclamation sites and RTSF under development and various TSFs and related infrastructure. FWGR currently owns
seven tailings storage facilities on the West Rand between Roodepoort and Carletonville, approximately 43 miles (70km) South West
of Johannesburg (Figure A), following the transfer of Kloof 2 TSF during fiscal year 2026.
There are an additional three TSFs which will be transferred from Sibanye-Stillwater to FWGR once no longer required by the existing
operations ("Available TSFs"). These are Driefontein 1, Driefontein 2, and Leeudoorn. Numerous other TSFs, owned by independent
third parties, are potentially available in the area for future reclamation.
As of June 30, 2026, no material encumbrances exist on FWGR's property.
At June 30, 2026, the net book value of FWGR’s mining assets was R6,201.7 million (2025: R3,581.1 million).
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DRDGOLD Limited Form 20-F 2026 | ||
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Below is a geographical representation of the location of individual material properties of Ergo and FWGR: (Figure A):
Geology
DRDGOLD’s surface deposits are the residue (“tailings”) of the mining and metallurgical process for the recovery of gold 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 sulfur-bearing sand dumps and tailings/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 deposits comprising both sand and slime tailings, which are reclaimed
separately. FWGR sources its material exclusively from slime tailings.
TSFs are mined using hydraulic mining (hydro-mining) whereby high-pressure water jets are used to dislodge tailings material and
transport it as a slurry to processing plants. Tailings are reclaimed progressively from the surface of the TSF down to natural ground
level in layers ranging from 15m to 20m. This method provides a continuous slurry feed to the processing plants. Ergo also uses
mechanical front-end loaders to recover certain sand and slime materials, which are subsequently re-pulped with water and pumped
to the processing plants.
Selective mining is not undertaken, and entire TSFs are processed. This approach is driven by the following factors:
•There are no suitable facilities or designated areas on site for the disposal of material below the economic cut-off grade.
•The hydraulic mining method is not conducive to selective extraction of higher-grade material.
•The operations serve both mining and environmental rehabilitation objectives. As all mineralized material must ultimately be
removed from the site, it is economically beneficial to process the entire deposit, including lower-grade material.
Mineral Processing and Recovery Methods
Our metallurgical plants utilize carbon-in-leach (“CIL”) metallurgical processes to recover gold from tailings slurry.
The tailings material processed by our operations has undergone a complex depositional history, resulting in variations in grade and
metallurgical characteristics. These variations are partly attributable to changes and improvements in historical gold recovery
technologies over the period during which the tailings were deposited.
Reclaimed tailings material is re-pulped and pumped to the processing plants, where it undergoes screening, cycloning, milling and
CIL processing to facilitate gold extraction.
At Ergo, we have an installed capacity to treat approximately 23.4 million tonnes of material per year. Over recent years, the
processing plants have undergone various upgrades and modifications to enhance operational efficiency and optimize recovery
performance. The City Deep plant currently operates as a pump station, while the Knights plant functions as a milling and pump
station, with both facilities supplying material to the Ergo plant for final gold extraction.
At FWGR, we have an installed capacity to treat approximately 7.2 million tonnes of material per year as at the end of fiscal year 2026.
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DRDGOLD Limited Form 20-F 2026 | ||
36 | ||
The principal processing facilities currently in operation are described below.
Ergo Plant: Commissioned by Anglo American Corporation in 1977, and became part of AngloGold Ashanti in 1998. DRDGOLD
acquired the plant in 2007 for R42.8 million. During fiscal year 2015, five CIL tanks were refurbished, increasing processing capacity
to approximately 23.4 million tonnes per year.
Knights Plant: Commissioned in 1988, the plant originally comprised screening, primary cycloning, milling in closed circuit with
hydrocyclones, thickening, oxygen preconditioning, CIL processing, elution, electro-winning and smelting to doré. Although
historically part of the Crown operation, during fiscal year 2023 the plant was reconfigured to operate as a milling and pump station
and currently supplies material to the Ergo plant for final gold extraction.
City Deep Plant: Commissioned in 1987, this plant originally comprised screening, primary, secondary and tertiary cycloning in closed
circuit milling, thickening, oxygen preconditioning, CIL processing, elution, zinc precipitation, calcining and smelting to doré.
Retreatment operations at the City Deep Plant continued until August 2013, when the plant was reconfigured to operate as a milling
and pump station. It currently supplies material to the Ergo plant for final gold extraction.
Driefontein 2 Plant: Recommissioned in fiscal year 2019, this plant was refurbished and modifications made to the milling and cyclone
circuit to increase its processing capacity to approximately 7.2 million tonnes per year, to enable the production of a finer grind for
gold liberation. As part of the Vision 2028 capital projects program and FWGR Phase 2, further upgrades to the DP2 plant and
associated infrastructure support the expansion of FWGR's operations to process 14.4 million tonnes per year.
Infrastructure
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 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 the plants from return water dams at the various TSFs. These have all been adequately designed and included in
the LoM planning.
Ergo currently utilizes the Brakpan TSF as its primary deposition facility and has access to additional deposition capacity through the
Daggafontein TSF and planned Withok TSFs. These facilities form an integral part of Ergo's life-of-mine plan by providing sufficient
tailings storage capacity to support current and future reprocessing operations and the long-term sustainable management of tailings.
FWGR currently utilizes the Driefontein 4 TSF for tailings deposition and is developing the RTSF to provide long-term deposition
capacity for tailings generated by its operations. Upon completion, the RTSF is expected to provide sufficient storage capacity to
support the long-term requirements of the FWGR operation, including future production arising from ongoing and planned expansion
projects.
Up to May 2024, both operations obtained all their power ultimately from the Eskom grid and were therefore exposed to the risks
associated with power supply interruptions and above-inflation electricity tariff increases. Ergo operations receive power from several
substations, with mining and reclamation sites supplied through multiple independent feeds. The Ergo plant has a peak demand of
approximately 16MVA and the Brakpan TSF approximately 8MVA. Ergo operates continuously, 24 hours a day, seven days a week,
and receives power via 22kV overhead lines from its solar power plant and BESS, as well as from Eskom's 88kV Vlakfontein
distribution network. The 60MW solar photovoltaic ("PV") plant and 160MWh BESS, commissioned in November 2024, now largely
meet the daytime power requirements of the Ergo reclamation sites, processing plant and Brakpan TSF, significantly reducing the
operation's reliance on grid-supplied electricity. During FY2026, solar energy consumption at Ergo increased to 146,873MWh
(FY2025: 108,760MWh), reflecting the growing contribution of renewable energy to the operation.
At FWGR, power is supplied through Eskom's 132kV and 44kV networks directly from Eskom to the Driefontein 2 plant and via various
Sibanye-Stillwater mining operations in the vicinity of FWGR's remote facilities. FWGR's electricity requirements remain within the
available capacity of the Driefontein and Kloof mining complexes. In addition, electricity wheeling enabled through Ergo's solar plant
and BESS contributes to meeting a portion of FWGR's electricity demand and helps mitigate the impact of increasing energy
requirements associated with the operation's ongoing expansion projects.
Exploration
Exploration and development activity at Ergo and FWGR involves the drilling of historical tailings dams and evaluating the potential for
gold and other commodities bearing surface material in the determination of its Mineral Resources and Mineral Reserves. These
exploration programs comprise:
•surveying to determine physical dimensions and volumes;
•auger or reverse circulation drilling programs to permit sampling and analyzing for gold content and mapping of the gold
distribution;
•metallurgical and flow sheet development test work; and
•tailings toxicity tests and specific gravity determination.
During fiscal year 2025, additional drilling works on the Crown Complex were undertaken to convert the Crown Complex TSF to a
Mineral Reserve and include it in the Ergo life-of-mine.
An auger drilling campaign was originally undertaken across the Kloof 2 TSF on a 100m x 100m grid in support of the 2009 Mineral
Resource estimate. Material was subsequently deposited on top this TSF and consequently an air-core drilling campaign was
undertaken during fiscal year 2026, with drillholes spaced on a 150m grid. This was done to classify Kloof 2 TSF as a Mineral Reserve
and include it in the FWGR life-of-mine. In addition, an auger drilling campaign was completed on the Driefontein 3 TSF using 150m
grid to enhance confidence in the grade estimates.
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DRDGOLD Limited Form 20-F 2026 | ||
37 | ||
Water usage and reduction in use of potable water
Water is primarily used in DRDGOLD's processing plants and hydro-mining activities. At Ergo, a centrally integrated water reticulation
plant enables water to be distributed and recovered across the operation through a closed-loop system. The majority of process water
requirements are met through the recycling and reuse of return water recovered from the Brakpan TSF, supplemented by water drawn
from licensed regional water sources and treated AMD supplied by the Trans-Caledon Tunnel Authority ("TCTA"). DRDGOLD has the
right to use up to 30Ml of AMD water per day. Potable water use at Ergo is limited primarily to applications where water quality
specifications require it, as well as certain early-stage irrigation activities associated with vegetation establishment on rehabilitated
tailings facilities.
At FWGR, the majority of process water requirements are supplied through the recovery and reuse of water harvested from the
Driefontein 4 TSF. The balance is sourced from underground mine dewatering operations undertaken in accordance with applicable
water use licenses. Water abstraction from the Driefontein 10 Shaft systems remains within the authorized limits of the relevant
licenses. Potable water consumption at FWGR is restricted largely to domestic use, including drinking water and change house
facilities, as well as limited process applications such as flocculant preparation.
The extensive reuse and recycling of water at both operations reduces dependence on potable water and supports the Group's
objective of responsible and sustainable water management.
Water pollution
DRDGOLD's operations are designed to operate as integrated closed-loop water systems, minimizing the need for water treatment
and reducing discharges to the receiving environment. Nevertheless, water pollution risks may arise from overtopping of return water
dams, seepage, stormwater runoff, or failures in water-reticulation infrastructure. To mitigate these risks, Ergo and FWGR maintain
comprehensive water management and monitoring programs designed to ensure that water balances within operational water
systems, TSFs and return water dams remain within established operating parameters.
Water management infrastructure includes stormwater controls, containment paddocks, return-water systems and pumping
arrangements that recover excess water and return it to the process circuit where practicable. Potential losses from pipelines are
managed through continuous monitoring systems that detect pressure variations, routine inspections and maintenance programmes
aimed at identifying and replacing aging or compromised infrastructure before significant leakage occurs.
ERPM acid mine drainage
Water continues to enter the historic underground workings of ERPM within the Central Basin of the Witwatersrand Goldfields. To
address the associated AMD risk, the TCTA, acting on behalf of the South African government, constructed and operates a treatment
facility that commenced operations during 2014. Under agreements entered into between TCTA, Ergo, ERPM and EMO, sludge
generated by the treatment process is disposed of at the Brakpan TSF together with processed tailings material.
The arrangement provides DRDGOLD with the right to purchase up to 30Ml per day of partially treated AMD water at cost, which is
used to supplement process water requirements and reduce reliance on potable water supplies. The agreement also provides certain
protections relating to future funding obligations associated with the Central Basin AMD remediation project.
Refer to "Item 18. Financial Statements – Note 26.2 Contingent liability for environmental rehabilitation” for disclosures on potential
pollution impact on ground water through seepage.
Environmental and Closure Aspects
In accordance with South African mining legislation, mining companies are required to rehabilitate disturbed land to an agreed post-
mining land use standard and make adequate financial provision for closure-related obligations. DRDGOLD's operations are focused
on the reclamation of historic tailings deposits, many of which were created by mining companies that no longer exist. As a result, the
Group manages both the environmental impacts associated with its current operations and certain legacy environmental conditions
inherited from historical mining activities.
Prior to commencing new mining projects, we undertake the required environmental authorization processes, including environmental
impact assessments and the development of environmental management programs (“EMPs”), supported by independent specialist
studies. These processes include public participation and stakeholder engagement to identify, assess and mitigate potential
environmental and social impacts. The Group's environmental management systems and policies are aligned with the National
Environmental Management Act, 1998 (Act No. 107 of 1998) and related regulations. Compliance is monitored through internal and
external audits, while EMPs govern the management of environmental impacts throughout the life cycle of each operation and
incorporate closure planning and associated financial provisions.
At Ergo, environmental compliance is supported by a Compliance Management Tool, which integrates Environmental Impact
Assessments (“EIAs”), EMPs, water use licenses, Mining Right Conversions, Performance Assessments and Social and Labor Plans
(“SLPs”) associated with each mining right. The system incorporates spatial data pertaining to the mining right boundaries and
environmental monitoring information to provide a consolidated view of compliance obligations and performance across the operation.
The Group actively monitors and manages the consumption of key natural resources (including potable water and energy) through
regular operational review processes aimed at promoting efficient resource use and identifying opportunities for improvement. The
principal environmental risks associated with the operations include dust generation from reclamation sites, as well as the effective
management of relocated process material on certain tailings facilities. At Ergo, these risks are heightened by the increasing proximity
of municipal infrastructure and residential and commercial developments to certain operational areas.
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DRDGOLD Limited Form 20-F 2026 | ||
38 | ||
The impact of dust emissions on the surrounding communities and the environment is managed through a comprehensive monitoring
network and ongoing stakeholder engagement. Monitoring reports are provided 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. The rehabilitation programs include the establishment of vegetation cover,
together with the application of lime and fertilizer where required, to improve soil conditions, reduce dust generation and support long-
term environmental stability.
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, 2026 is approximately R501.0 million (2025: R411.4 million). As at June 30, 2026, a total of R189.2
million (2025: R171.9 million) is invested in liquid money market funds and hedge funds 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, 2026 is approximately R207.3 million (2025:
R142.3 million). As at June 30, 2026, a total of R634.0 million (2025: R576.2 million) is invested in liquid money market funds and
hedge funds in the Guardrisk Cell Captive, as security for financial guarantees issued for rehabilitation costs. In addition, on
December 2, 2025, DRDGOLD and Sibanye Gold Proprietary Limited entered into an agreement to transfer ownership of the Kloof 2
TSF, together with the associated environmental rehabilitation liability and rehabilitation trust fund monies, to FWGR. While the
rehabilitation liability and TSF ownership have transferred, the rehabilitation trust fund monies of R117.4 million remained subject to
regulatory approval at June 30, 2026 and have therefore been recognised as part of other receivables. Management expects these
funds to transfer to DRDGOLD during fiscal year 2027, at which point they will form part of the Group's environmental rehabilitation
funding available to support the rehabilitation obligations associated with the Kloof 2 asset.
Guardrisk has guarantees in issue amounting to R943.1 million (2025: R941.3 million) to the DMPR on behalf of the DRDGOLD Group
related to the Group's environmental obligations. The funds for environmental rehabilitation in the cell captive serve as collateral for
these guarantees.
Legal aspects and permitting
A distinguishing feature of DRDGOLD's business is that its primary mineral resources are contained in TSFs which, under South
African common law, are generally regarded as movable property capable of separate ownership from the land on which they are
situated. As a result, TSFs are legally distinguishable from underground mineral resources. Following the introduction of the MPRDA,
ownership of mineral resources in situ became vested in the State and is regulated through mining and prospecting rights granted by
the DMPR. However, because many TSFs constitute movable property capable of common-law ownership, certain TSFs and the
minerals contained within them fall outside the direct regulatory ambit of the MPRDA and may instead be exploited pursuant to
common-law ownership, applicable environmental authorizations and other regulatory approvals.
The MPRDA included transitional arrangements that enabled holders of historical mining rights to convert those rights into rights
issued under the current legislative framework. Ergo successfully converted its old-order mining rights and conducts its operations
under a combination of mining rights, prospecting rights, common-law ownership rights, environmental authorizations and water use
licenses.
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
operations pursuant to environmental authorizations, water use licenses and other applicable regulatory approvals. 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.
Mineral Resources and Mineral Reserves held by Ergo include ownership through common law, verified contractual arrangements,
prospecting rights and various mining rights as well as the required environmental permitting. Ergo has submitted applications to
renew these mining rights. The intention is to consolidate the various mining rights into a single mining right once the renewals have
been granted. These applications are receiving attention from the Department of Mineral and Petroleum Resources (DMPR). Ergo has
applied to renew the mining rights for 30 years, which is the maximum allowable period as detailed in the MPRDA. These rights are
enforceable until such stage as the DMPR has accepted or rejected the mining renewal applications as per the MPRDA.
Water use licenses are obtained and maintained where required, and the Group monitors ongoing compliance with license conditions
and other regulatory obligations.
Our principal TSFs are subject to periodic Dam Safety Evaluations conducted by independent Approved Professional Persons and
submitted to the Department of Water and Sanitation. Recommendations arising from these evaluations may result in operational
changes, including restrictions on deposition activities, which could affect throughput and production. Accordingly, the Group
continuously monitors the geotechnical integrity of its TSFs through established monitoring and risk management programs.
The Brakpan TSF is approaching the latter stages of its operating life. To provide future deposition capacity, Ergo is progressing the
recommissioning of the adjacent Withok TSF. The public participation process has been completed and the project is currently
progressing through the regulatory approval process. Delays in obtaining approvals, completing construction or commissioning
replacement deposition facilities could adversely affect future production should sufficient deposition capacity not be available when
required.
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DRDGOLD Limited Form 20-F 2026 | ||
39 | ||
Below is a graphical representation of the permits and licenses held within the Group:
DRDGOLD GROUP STRUCTURE AND ASSOCIATE LICENSES | |||||||
GP 158MR GP 184MR GP 185MR | GP 186MR GP 187MR | Currently common law owners of Mineral Resources and Mineral Reserves | |||||
Transferred surface assets from ERPM: GP 151MR | |||||||
Access Rights (FWGR) | The grant of access to DRDGOLD of the: •Driefontein 10 shaft; •Kloof 10 shaft located in 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 elution circuit. |
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DRDGOLD Limited Form 20-F 2026 | ||
40 | ||
Production
Ergo
For fiscal year 2026, production increased to 112,879 ounces from 111,657 ounces in fiscal year 2025 mainly due to an increase in
the average yield from 0.178g/t in fiscal year 2025 to 0.185g/t in fiscal year 2026. The higher yield resulted from the processing of
higher-grade material from clean-up sites, as the Company prioritized such material in response to delays in obtaining regulatory
approvals for new reclamation sites. These factors also constrained tonnage throughput, which decreased from 19.5Mt in fiscal year
2025 to 19.0Mt in fiscal year 2026.
Cash operating costs increased by R58,331 per kilogram, or 5.48%, from R1,064,447 per kilogram in fiscal year 2025 to R1,122,778
per kilogram in fiscal year 2026. The increase in cash operating cost was largely due to higher fuel costs incurred combined with
increased trucking activities associated with clean-up sites and other material. The continued shortage of sodium cyanide in South
Africa and higher diesel prices amid the Middle East conflict also had an impact on cash operating cost.
The following table details certain production and financial results of Ergo for the past two fiscal years.
2026 | 2025 | |||
Production (metric) | ||||
Ore milled ('000 tonnes) | 18,973 | 19,487 | ||
Recovered grade (oz/ton) | 0.006 | 0.006 | ||
Gold produced (ounces) | 112,879 | 111,657 | ||
Results of Operations | ||||
Revenue (R million) | 8,080.0 | 5,671.5 | ||
Cost of sales (R million) | (4,292.8) | (3,952.9) | ||
Cash operating costs (R million)1 | (3,968.8) | (3,699.2) | ||
Cash operating costs (R/kilogram)1 | 1,122,778 | 1,064,447 | ||
All-in sustaining costs (R/kilogram) 1 | 1,221,500 | 1,149,134 | ||
All-in cost (R/kilogram) 1 | 1,449,560 | 1,251,985 | ||
1Cash 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 Accounting Standards 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 2026, production decreased to 42,695 ounces from 43,628 ounces produced in fiscal year 2025 mainly due to a
decrease in the average yield from 0.222g/t in fiscal year 2025 to 0.218g/t in fiscal year 2026. Tonnage throughput decreased from
6.13Mt in fiscal year 2025 to 6.10Mt in fiscal year 2026.
Cash operating costs increased by R68,740 per kilogram, or 13.97%, from R492,049 per kilogram in fiscal year 2025 to R560,789 per
kilogram in fiscal year 2026. The increase in cash operating cost was largely due to electricity cost increases due to both higher tariffs
and a marginal increase in consumption. Higher reagent costs also impacted FWGR as reported under Ergo.
The following table details certain production and financial results of FWGR for the past two fiscal years.
2026 | 2025 | |||
Production (metric) | ||||
Ore milled ('000 tonnes) | 6,097 | 6,126 | ||
Recovered grade (oz/ton) | 0.007 | 0.008 | ||
Gold produced (ounces) | 42,695 | 43,628 | ||
Results of Operations | ||||
Revenue (R million) | 3,079.0 | 2,206.7 | ||
Cost of sales (R million) | (889.2) | (798.0) | ||
Cash operating costs (R million)1 | (743.6) | (673.5) | ||
Cash operating costs (R/kilogram)1 | 560,789 | 492,049 | ||
All-in sustaining costs (R/kilogram) 1 | 639,211 | 549,187 | ||
All-in cost (R/kilogram) 1 | 2,639,435 | 1,706,470 | ||
1Cash 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 Accounting Standards measure see "Item 5A. Operating Results –
Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”
| ||
DRDGOLD Limited Form 20-F 2026 | ||
41 | ||
Mineral Reserves and Mineral Resources Estimation
The Mineral Resource and Mineral Reserve estimates presented below are effective as of June 30, 2026 and have been prepared in
accordance with Subpart 1300 of Regulation S-K. The estimates and the related technical and economic assumptions are supported
by the technical report summaries filed as exhibits to this Annual Report in accordance with Item 601(b)(96) of Regulation S-K. The
technical report summaries were prepared by the Qualified Persons identified below.
During fiscal year 2026, the Company submitted a new TRS for the FWGR operation. The updated TRS reflects changes in the
operation's Mineral Resources and Mineral Reserves, including the transfer of the Kloof 2 TSF to FWGR and the ongoing development
and expansion of the operation. No new TRS has been filed for Ergo, as management and the Qualified Persons concluded that there
have been no material changes to the underlying technical, economic or operational assumptions, Mineral Resources or Mineral
Reserves, or the life-of-mine plan that would require the preparation and filing of an updated TRS under Subpart 1300 of Regulation S-
K. Accordingly, the previously filed Ergo TRS remains current and continues to support the disclosure of Ergo's Mineral Resources
and Mineral Reserves as at June 30, 2026.
The Company also reports Mineral Resources and Mineral Reserves in South Africa in accordance with the South African Code for the
Reporting of Exploration Results, Mineral Resources and Mineral Reserves, 2016 edition. South Africa is represented on the
Committee for Mineral Reserves International Reporting Standards.
Mineral Resources
DRDGOLD's summary Mineral Resources (Exclusive of Mineral Reserves) are set forth in the table below:
Mineral Resources (Exclusive of Mineral Reserves) as of June 30, 2026
Measured Resources | Indicated Resources | Inferred Resources | Total | |||||||||||||
Tonnes | Grade | Gold Content | Tonnes | Grade | Gold Content | Tonnes | Grade | Gold Content | Tonnes | Grade | Gold Content | |||||
(Mt) | (g/tonne) | (Moz) | (tonnes) | (Mt) | (g/tonne) | (Moz) | (tonnes) | (Mt) | (g/tonne) | (Moz) | (tonnes) | (Mt) | (g/tonne) | (Moz) | (tonnes) | |
Ergo | — | — | — | — | 36.18 | 0.30 | 0.35 | 10.85 | — | — | — | — | 36.18 | 0.30 | 0.35 | 10.85 |
FWGR 1 | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
Total | — | — | — | — | 36.18 | 0.30 | 0.35 | 10.85 | — | — | — | — | 36.18 | 0.30 | 0.35 | 10.85 |
1Mineral Resources when stated exclusive of Mineral Reserves amount to zero for FWGR, because all Mineral Resources included in the current mine
plan are reported within Mineral Reserves.
Compared to the year ended June 30, 2025, the Mineral Resources (exclusive of Mineral Reserves) at Ergo decreased by
approximately 14.6% from 0.41 million ounces to 0.35 million ounces as at June 30, 2026. The decrease was primarily attributable to
the conversion of Mineral Resources into Mineral Reserves following updated life-of-mine planning and reserve estimation activities.
Notes:
•Mineral Resources are reported exclusive of Mineral Reserves and in accordance with the classification criteria of Subpart 1300 of
Regulation S-K.
•The point of reference is the tailings storage facility, sand dump or other surface deposit in situ.
•The estimates are reported on a 100% ownership basis and are fully attributable to the Company.
•No geological losses have been applied because the deposits are surface tailings storage facilities or sand dumps, the material is
accessible and no geological structures affect extraction.
•Figures have been rounded and may therefore result in minor computational differences.
Mineral Resources are estimates of mineralization with reasonable prospects for economic extraction and are not Mineral Reserves.
The estimates are based on surveying, drilling, sampling, assaying, metallurgical test work and geological or geostatistical
interpretation. The confidence assigned to each Mineral Resource classification reflects the adequacy and reliability of these inputs
and the resulting grade and tonnage estimates.
The Company’s surface deposits comprise historical tailings storage facilities, sand dumps, and silted areas. Deposits are evaluated
through drilling and sampling programmes conducted on predetermined grids. The resulting information is used to estimate volume,
moisture content, grade distribution, expected extraction factors and metallurgical response. The data are incorporated into block
models and evaluated by the Qualified Persons for Mineral Resource classification and potential inclusion in the life-of-mine plan.
A deposit may be assessed individually or as part of an operational complex or cluster. Accordingly, an individual deposit with an
average grade below the applicable plant-feed cut-off grade may remain economically extractable when processed as part of a
blended complex that exceeds the applicable cut-off grade.
The principal assumptions used to determine reasonable prospects for economic extraction are as follows:
Ergo | FWGR | ||
Gold price (R/kg) | 2,155,461 | 2,155,461 | |
Working cost (R/tonne) | 155 | 127 | |
Plant recovery (%) | 40 | 54 | |
Mine call factor (%) | 100 | 100 | |
Cut-off grade (g/t) | 0.19 | 0.14 |
The Mineral Resource estimates are subject to the inherent uncertainties associated with drilling, sampling, assaying, geological
interpretation, metallurgical performance, operating costs, commodity prices and other technical and economic assumptions. See
"Item 3D, Risk Factors”, and the applicable technical report summaries for further information.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
42 | ||
Mineral Reserves
DRDGOLD's summary Mineral Reserves are set forth in the table below:
Mineral Reserves as of June 30, 2026
Proven Reserves | Probable Reserves | Total Reserves | |||||||||||
Tonnes | Grade | Gold Content | Tonnes | Grade | Gold Content | Tonnes | Grade | Gold Content | |||||
(Mt) | (g/tonne) | (Moz) | (tonnes) | (Mt) | (g/tonne) | (Moz) | (tonnes) | (Mt) | (g/tonne) | (Moz) | (tonnes) | ||
Ergo | 136.10 | 0.300 | 1.31 | 40.83 | 288.00 | 0.250 | 2.34 | 72.00 | 424.10 | 0.266 | 3.65 | 112.83 | |
FWGR | 257.64 | 0.296 | 2.45 | 76.23 | 12.88 | 0.330 | 0.14 | 4.24 | 270.52 | 0.297 | 2.59 | 80.47 | |
Total | 393.74 | 0.297 | 3.76 | 117.06 | 300.88 | 0.253 | 2.48 | 76.24 | 694.62 | 0.278 | 6.24 | 193.30 | |
Mineral Reserves changed in the past two fiscal years as follows:
•Mineral Reserves increased from 5.85 million ounces at June 30, 2025, to 6.24 million ounces (an increase of 7%) at June 30, 2026,
mainly as a result of the classification of Kloof 2 as a Mineral Reserve and inclusion in the FWGR life-of-mine plan.
•Mineral Reserves increased from 5.53 million ounces at June 30, 2024, to 5.85 million ounces (an increase of 6%) at June 30, 2025,
mainly due to the Crown Complex being included in the Ergo life-of-mine plan and the Complex was converted from an Indicated
Mineral Resource to a Probable Mineral Reserve.
Compared to the year ended June 30, 2025, the Mineral Reserves at Ergo decreased by approximately 1% from 3.68 million ounces
to 3.65 million ounces as at June 30, 2026. The change was not material. The life-of-mine for Ergo based on Proven and Probable
Mineral Reserves S-K 1300 as at June 30, 2026, was 21 years (June 30, 2025: 22 years).
Compared to the year ended June 30, 2025, the Mineral Reserves at FWGR increased by approximately 19% from 2.17 million
ounces to 2.59 million ounces as at June 30, 2026. Changes were mainly due to the classification of Kloof 2 as a Mineral Reserve. The
life-of-mine for FWGR based on Proven and Probable Mineral Reserves under S-K 1300 as at June 30, 2026 was 20 years (June 30,
2025: 16 years).
Notes:
•Mineral Reserves are reported in accordance with Subpart 1300 of Regulation S-K.
•Mineral Reserves are based on studies completed to at least a prefeasibility-study level.
•Mineral Reserves comprise the estimated plant feed and are reported as run-of-mine tonnes and grade delivered to the processing
plants.
•The estimates use a gold price of R2,155,461 per kilogram.
•No mining losses, dilution or mine call factor have been applied in the conversion of Mineral Resources to Mineral Reserves
because the relevant tailings facilities are reclaimed and processed in their entirety.
•Other applicable modifying factors, including mining, processing, metallurgical, infrastructure, economic, legal, environmental and
governmental factors, have been considered in the mine design, life-of-mine plan and the related capital and operating cost
estimates.
•Figures have been rounded and may therefore result in minor computational differences.
•Mineral Reserve estimates are subject to legal, regulatory, environmental, technical, economic and other risks that may affect their
recovery or economic viability.
The assumptions used in determining the Mineral Reserve cut-off grades are consistent with those applied to the Mineral Resource
estimates:
Ergo | FWGR | ||
Gold price (R/kg) | 2,155,461 | 2,155,461 | |
Working cost (R/tonne) | 155 | 127 | |
Plant recovery (%) | 40 | 54 | |
Mine call factor (%) | 100 | 100 | |
Cut-off grade (g/t) | 0.19 | 0.14 |
Mineral Reserves are depleted as material is reclaimed and processed. The Company monitors depletion through monthly surveys,
plant-feed sampling and comparison of actual feed grades and tonnages with the estimates included in the applicable block models
and life-of-mine plans. Changes identified through these procedures are reflected in the annual Mineral Resource and Mineral
Reserve estimation process.
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, 2025 | 642.88 | 0.28 | 5.85 | |
Depletion of Mineral Reserves – Ergo | (16.49) | 0.32 | (0.17) | |
Survey and other adjustments | 7.22 | 0.56 | 0.15 | |
Addition of Kloof 2 TSF | 67.36 | 0.24 | 0.52 | |
Depletion of Mineral Reserves – FWGR | (6.35) | 0.55 | (0.11) | |
Mineral Reserves at June 30, 2026 | 694.62 | 0.28 | 6.24 |
The reconciliation is based on block-model surveys. Figures have been rounded and may therefore result in minor computational
differences.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
43 | ||
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, 2026. The lowest range of these
forecasts was selected to take into account the volatility experienced in the current global economic conditions.
Estimates as of June 30, 2026 | Estimates as of June 30, 2025 | ||
Rand gold price per kilogram | 2,155,461 | 1,689,997 | |
Dollar gold price per ounce | 4,114 | 2,982 | |
ZAR/USD rate | 16.30 | 17.63 |
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 Mr
Nicholas Weeks. 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) | 20 |
Professor Steven Rupprecht HFSAIMM 701013 | Associate Principal Mining Engineer of the RVN Group | Willowbrook Villas, 21 Van Hoof St, Roodepoort, 1724 | BSc. Mining Engineering PhD. Mechanical Engineering | 39 |
Nicholas Weeks Pr.Sci.Nat. 155508 | Director at Sound Mining International SA Proprietary Limited | Sound Mining House, 2A Fifth Avenue, Rivonia, 2128 | BSc (Hons) – Geology, MGSSA | 7 |
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 | 41 |
Mineral Reserves and Mineral Resources internal controls disclosure
The Company maintains internal controls over the data used to estimate and disclose its Mineral Resources and Mineral Reserves.
These controls are designed to provide reasonable assurance regarding the reliability of exploration, sampling, assaying, surveying,
modelling, estimation and reconciliation information. The principal controls include:
•documented drilling, sampling and survey procedures;
•supervision of drilling and sampling by appropriately experienced technical personnel;
•technical site visits and review by the relevant Qualified Persons;
•sample identification, security and chain-of-custody procedures;
•assaying by reputable commercial laboratories with quality-assurance and quality-control procedures acceptable to the Qualified
Persons;
•review of results by operational and senior management to identify anomalies and confirm compliance with prescribed procedures;
•monthly comparison of actual plant-feed grades and tonnages with the relevant Mineral Resource and Mineral Reserve models;
•monthly surveys and annual reconciliation of estimated and actual depletion; and
•annual review and approval of the life-of-mine plans, operating costs, capital costs and other material assumptions used to support
the Mineral Reserve estimates.
Mineral Reserve estimates are developed through the annual life-of-mine and budget-planning process and are supported by studies
completed to at least a prefeasibility-study level. Adjustments arising from surveys, plant reconciliation, changes in assumptions or
other relevant information are evaluated by management and the Qualified Persons and reflected in the following annual Mineral
Resource and Mineral Reserve statement, where appropriate.
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DRDGOLD Limited Form 20-F 2026 | ||
44 | ||
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:
•Mining – while 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 Resources and 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 and the amount of carbon (elemental and/or organic) in the Run-on-Mine. 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 recommissioning of
the Withok TSF, production may be impacted.
•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 Withok TSF recommissioning 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 distressed and this results in frequent disruptions to the power delivered to the South African mining industry.
•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 affects 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 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.
•Uncertainties regarding supply chain – A sustained unavailability and increased cost of critical material such as reagents and
critical equipment may require Ergo and FWGR 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.
For additional information regarding the Company’s risks, see "Item 3D. Risk Factors".
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DRDGOLD Limited Form 20-F 2026 | ||
45 | ||
Capital Expenditure
For a discussion of capital expenditures in fiscal years 2025 and 2026, see "Item 5A. Operating Results – 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.
Ergo
Ergo's capital expenditure is primarily focused on increasing long-term deposition capacity, improving operational flexibility and
reducing operating costs through renewable energy initiatives. During fiscal year 2026, the Daggafontein TSF was successfully
commissioned, with first water pumped to the facility on June 25, 2026 and first tailings deposited on July 6, 2026. The project adds
approximately 120 million tonnes of deposition capacity and enables Ergo's deposition profile to be split between the Daggafontein
and Brakpan TSFs.
The solar power and battery energy storage project was completed and commissioned during fiscal year 2025. The facility supplies
approximately 47% of Ergo's electricity requirements and forms part of the Company's strategy to reduce reliance on the national
electricity grid and lower operating costs.
Advance planning continues for the recommissioning and construction of the Withok TSF, which is expected to provide approximately
310 million tonnes of additional deposition capacity and support the long-term processing of Ergo's reserve base, including the Crown
Complex reserve area. Public participation has been completed, applications for the required environmental, waste management and
water-use authorizations have been submitted, and regulatory approvals are targeted by the end of calendar year 2026. Construction
is expected to commence once all required approvals have been obtained and is anticipated to be completed during 2029. Until the
Withok TSF is commissioned, Ergo is expected to be able to maintain its current throughput rate of approximately 1.65 million tonnes
per month.
FWGR
FWGR's Phase 2 expansion forms part of the Company's Vision 2028 strategy and is intended to increase throughput from
approximately 500 000 tonnes per month to 1.2 million tonnes per month while extending the operation's life-of-mine. The project
comprises the expansion of the DP2 plant, construction of a RTSF, and development of associated pipeline infrastructure.
Construction of the DP2 expansion commenced during fiscal year 2025. The project will increase processing capacity to
approximately 1.2 million tonnes per month and includes the installation of an additional elution circuit and smelt house. The new smelt
house and elution circuit were commissioned in July 2026, with the remainder of the plant scheduled for commissioning by the end of
the first quarter of fiscal year 2027. Once fully ramped up, the expansion is expected to increase FWGR's throughput to approximately
1.2 million tonnes per month.
The RTSF is an approximately 800-hectare, fully lined regional tailings storage facility designed to receive an initial deposition rate of
1.2 million tonnes per month and ultimately provide storage capacity for up to 800 million tonnes of tailings. Construction commenced
in June 2024 and, as at June 30, 2026, the project was approximately 67% complete. The Company expects the RTSF to achieve its
initial 1.2 million tonnes per month deposition capacity during the first quarter of fiscal year 2028, subject to regulatory approvals and
commissioning requirements.
The associated pipeline project consists of approximately 135 kilometers of slurry, residue and return-water pipelines linking DP2, the
RTSF and the Libanon TSF reclamation area. The water use license required for the construction of the Libanon reclamation pump
station was approved in July 2026 and construction of the pump station is expected to support the planned increase in FWGR
throughput through the reclamation of the approximately 74.3 million tonne Libanon TSF.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
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DRDGOLD Limited Form 20-F 2026 | ||
46 | ||
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 IFRS Accounting Standards as
issued by the 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, 2025 with fiscal year ended June 30, 2024
This comparison analysis can be found in Item 5 of the Company’s annual report on Form 20-F for the fiscal year ended June 30, 2025
filed with the United States Securities and Exchange Commission on October 30, 2025 (SEC File no. 0-28800).
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, depends to a large extent, on how
effectively it continues to manage its resources.
Recovery of gold from gold tailings deposits is done with precision, using technology and processes refined over more than two
decades of surface retreatment. Part of our strategy is that we perform concurrent rehabilitation so that there is only limited
rehabilitation required once a site has been depleted of gold-bearing material. Sites are mined until all mine waste is removed, and
process water returned by way of a closed circuit to the reclamation sites. Our processing facilities are primarily powered by electricity
supplied by Eskom, supplemented by energy generated from our solar plant and BESS.
As a tailings deposit is reclaimed and cleared, the land beneath it becomes available for rehabilitation. We re-contour, re-vegetate and
re-establish the ground. Over time, what was a tailings storage facility becomes rehabilitated land available for redevelopment.
Our profit for fiscal year 2026 increased compared to fiscal year 2025, mainly due to, inter alia, the following:
•the average Rand gold price received increased by 40%; and
•the increase in average yield by 2% to 0.193g/t.
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;
•obtaining the relevant regulatory permits timeously to mine sites and build assets such as our TSFs; 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. 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. As a result, our operating results are directly impacted by the price of gold,
which can fluctuate widely and is affected by numerous factors beyond our control. The average gold price for fiscal year 2026
reached record highs due to policies instituted by the US government, including the imposition of significant tariffs on various
countries including South Africa changes in foreign policy and global economic uncertainty. Refer to "Item 4B. “Business Overview –
Gold Market” for a description of the factors influencing the gold price.
The following table indicates data relating to the Dollar gold spot prices for the 2026 and 2025 fiscal years:
2026 fiscal year | 2025 fiscal year | Change | ||
$ per ounce | $ per ounce | % | ||
Closing gold spot price | 4,007 | 3,303 | 21 | |
Lowest gold spot price during the fiscal year | 3,275 | 2,329 | 41 | |
Highest gold spot price during the fiscal year | 5,399 | 3,432 | 57 | |
Average gold spot price for the fiscal year | 4,238 | 2,818 | 50 |
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) increased from
R51,147 per ounce in 2025, by 39% to R71,537 per ounce in 2026.
An increase/(decrease) of 20% in the US Dollar gold price throughout fiscal year 2026 would have increased/(decreased) revenue by
approximately R2,227.4 million (2025: R1,575.6 million).
An increase/(decrease) of 10% in the Rand to US Dollar exchange rate throughout fiscal year 2026 would have increased/
(decreased) revenue by approximately R1,113.7 million (2025: R787.8 million).
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DRDGOLD Limited Form 20-F 2026 | ||
47 | ||
Gold production
In fiscal year 2026, gold production increased to 155,577 ounces (produced from 25.1 million tonnes milled at an average yield
0.193g/t) from 155,288 ounces in fiscal year 2025 (produced from 25.6 million tonnes milled at an average yield of 0.189g/t). This was
mainly due to Ergo’s gold production which increased to 112,879 ounces in fiscal year 2026 (produced from 19.0 million tonnes milled
at an average yield of 0.185g/t) from 111,657 ounces in fiscal year 2025 (produced from 19.5 million tonnes milled at an average yield
of 0.178g/t). The increase in gold production, at Ergo, is mainly due to the increase in average yield despite a decrease in tonnage
throughput. The higher yield resulted from the processing of higher-grade material, as Ergo prioritized such material in response to
deposition constraints and delays in obtaining regulatory approvals for new reclamation sites. FWGR's production decreased to
42,695 ounces in fiscal year 2026 (produced from 6.10 million tonnes milled at an average yield of 0.218g/t) from 43,628 ounces in
fiscal year 2025 (produced from 6.13 million tonnes milled at an average yield of 0.222g/t), due to lower grade material being mined at
Driefontein 3 and depletion of higher grade material from Driefontein 5.
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 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”.
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, 2026 with fiscal year ended June 30, 2025”.
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.
Effect of exchange rate fluctuations
For the fiscal years 2026 and 2025, 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 2026 the average Rand gold price received increased by 40% compared to fiscal year 2025. This was a result of the
combined impact of the average Dollar gold price which increased by 50% and the average exchange rate of the Rand against the
Dollar that strengthened by 7%.
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 to "Item 11. Quantitative and
Qualitative Disclosures About Market Risk – General".
Effect of inflation and exchange rates
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 ("CPI"), are set out in the table
below:
2026 | 2025 | |||
Fiscal year | (%) | (%) | ||
The average rand/dollar exchange rate weakened/(strengthened) by: | (7) | (3) | ||
CPI (inflation rate) | 5.0 | 3.5 |
Obtaining the relevant regulatory permits timeously to mine sites and construct assets such as our TSFs
Before commissioning a reclamation site for re-mining, certain regulatory permits must be obtained. These typically include an
environmental authorization (“EA”) which is issued by the DMPR and a water use license (“WUL”) issued by the Department of Water
and Sanitation (“DWS”). Delays in obtaining these licenses may affect production. For example, in the current year, more material had
to be trucked at Ergo to replace material from reclamation sites where regulatory permits were delayed. Trucking of material is
significantly more expensive than the hydraulic mining of material.
Furthermore, tailings storage facilities are highly regulated in South Africa. Regulatory permits to construct a tailings storage facility
require an extensive process of engagement with various stakeholders, and relevant government departments. Typical permits
required are EAs, waste management license (“WML”) and WULs. We are currently in the process of obtaining permits for the
construction of Withok TSF at Ergo and obtaining licenses to early deposit on RTSF whilst construction is in progress. If we experience
delays in obtaining these permits, production could be impacted.
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DRDGOLD Limited Form 20-F 2026 | ||
48 | ||
Government policies that could materially impact operations
The South African mining industry is extensively regulated through legislation and regulations administered by various government
authorities. Regulatory uncertainty remains a concern for the industry and has been identified by the Fraser Institute as a factor
affecting South Africa's investment attractiveness. Although the industry’s successful 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
greater clarity on aspects of the regulatory framework, delays in obtaining permits, licenses and regulatory approvals continue to
affect the timely execution of capital projects.
The draft MPRD Bill, gazetted for public comment on May 20, 2025, could materially affect DRDGOLD’s operations by reclassifying
historic mine residue stockpiles as minerals and requiring mining rights for their reclamation, making B-BBEE and transformation
codes enforceable, and introducing ministerial powers over local beneficiation. The proposed changes could restrict access to these
resources and delay project approvals and commissioning. DRDGOLD and the Minerals Council South Africa have submitted
representations to the DMPR on these proposals.
In addition, increasing stakeholder expectations regarding ESG matters continue to raise the standards of transparency, sustainability
and corporate accountability expected of mining companies. Enhanced regulatory scrutiny and growing expectations from investors,
lenders, communities and other stakeholders may result in additional compliance requirements and increased operating costs. For a
more detailed discussion of government policies that may impact our operations, please refer to "Item 4B. Business Overview –
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 Accounting Standards 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).
Fiscal year | 2026 | 2025 | ||
Revenue (R'm) | 11,159.0 | 7,878.2 | ||
Gold production (ounces) | 155,577 | 155,288 | ||
Gold production (kilograms) | 4,839 | 4,830 | ||
Gold sold (ounces) | 156,413 | 154,902 | ||
Gold sold (kilograms) | 4,865 | 4,818 | ||
Average spot gold price (R/kilogram) | 2,299,929 | 1,644,366 | ||
Average gold price received (R/kilogram) | 2,289,250 | 1,632,275 | ||
Cost of sales (R'm) | 5,193.9 | 4,747.7 | ||
Operating costs (R'm) | 4,735.2 | 4,404.6 | ||
Cash operating costs (R'm) (1) | 4,712.4 | 4,372.7 | ||
Cash operating costs (R/kilogram) (1) | 967,523 | 903,824 | ||
All-in sustaining costs (R/kilogram) (1) | 1,078,068 | 1,001,214 | ||
All-in costs (R/kilogram) (1) | 1,795,930 | 1,399,869 | ||
Additions to property, plant and equipment (R'm) | 3,736.9 | 2,200.0 |
(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 Accounting Standards measure is included in "Item 5A. Operating Results – 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”.
Revenue
Revenue increased by 42% to R11,159.0 million in fiscal year 2026 from R7,878.2 million in fiscal year 2025 mainly due to the average
Rand gold price received that increased by 40% to R2,289,250 per kilogram and a 47kg increase in gold sold from 4,818 kilograms in
fiscal 2025 to 4,865 kilograms in fiscal 2026.
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.
Additions to property, plant and equipment
During fiscal year 2026 capital expenditure increased by R1,536.9 million to R3,736.9 million from R2,200.0 million in fiscal year 2025.
Ergo’s capital expenditure during fiscal year 2026 increased by R393.9 million to R999.6 million from R605.7 million in fiscal year 2025.
This was mainly due to expenditure relating to the Daggafontein TSF infrastructure and pipelines being incurred in the current year.
FWGR’s capital expenditure during fiscal year 2026 increased by R1,142.7 million to R2,735.8 million from R1,593.1 million in fiscal
year 2025. This was mainly due to the construction of the RTSF (and its related infrastructure) and DP2 plant expansion.
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DRDGOLD Limited Form 20-F 2026 | ||
49 | ||
Comparison of financial performance for the fiscal year ended June 30, 2026 with fiscal year ended June 30, 2025
Gold revenue
The following table illustrates the year-on-year change in gold revenue (excluding silver revenue) for fiscal year 2026 in comparison to
fiscal year 2025:
R million | Total | Impact of change in amount of gold sold | Impact of change in gold price | Net change | Total | |
gold revenue | gold revenue | |||||
2025 | 2026 | |||||
Ergo | 5,659.9 | 90.4 | 2,309.6 | 2,400.0 | 8,059.9 | |
FWGR | 2,204.4 | (13.2) | 886.1 | 872.9 | 3,077.3 | |
Total | 7,864.3 | 77.2 | 3,195.7 | 3,272.9 | 11,137.2 |
Gold revenue increased by R3,272.9 million, or 42%, to R11,137.2 million during fiscal year 2026. This was mainly due to the average
Rand gold price received which increased by 40% to R2,289,250 per kilogram and an increase in gold sold from 154,902 ounces to
156,413 ounces.
Cost of sales
Cost of sales amounted to R5,193.9 million in fiscal year 2026, consisting mainly of operating costs of R4,735.2 million, depreciation of
R477.2 million, a positive movement in gold in process of R5.4 million and a positive movement in the change in estimate of
environmental rehabilitation of R13.1 million. These are discussed as follows:
Operating costs
Operating costs increased by 8% to R4,735.2 million for fiscal year 2026 compared to R4,404.6 million for fiscal year 2025.
The increase in operating cost at Ergo is driven by fuel costs incurred by the trucking of higher-grade material from various "clean-up"
sites and a higher reagent cost as a result of the continuing sodium cyanide shortage in South Africa. At FWGR the increase was
driven by electricity cost increases due to both higher tariffs and a marginal increase in consumption. Higher reagent costs also
impacted FWGR.
Depreciation
Depreciation charges were R477.2 million for fiscal year 2026 compared to R459.2 million for fiscal year 2025. Depreciation charges
increased as a result of the inclusion of a full year of depreciation for the Solar plant and BESS at Ergo compared to fiscal year 2025
as well as new reclamation sites which have come on line at Ergo.
Movements in gold in process
Movement in gold in process in fiscal year 2026 amounted to a credit of R5.4 million recognized in profit or loss mainly due to an
increase in the lock up of gold in process at the plants and finished inventories – Gold Bullion.
Change in estimate of environmental rehabilitation
As of June 30, 2026, we estimate our total environmental rehabilitation provision, being the discounted estimate of future costs, to be
R721.4 million as compared to R558.7 million at June 30, 2025. The increase was as a result of a R34.7 million increase in the
provision due to the addition of the Kloof 2 TSF and a R114.9 million increase in the provision recognized to property, plant and
equipment, due to inflationary increases in rehabilitation costs, higher demolition rates for plant infrastructure and the expansion of
FWGR infrastructure. Additionally, the environmental rehabilitation unwound by R51.0 million for the fiscal year. The increase was
offset by a change in estimate of environmental rehabilitation, resulting in a R13.1 million decrease in the provision being recognized
in profit or loss, primarily due to the rescheduling of non-viable TSFs at Ergo.
A total of R841.5 million (2025: R765.0 million) is invested in fixed income and hedge investment funds to secure financial guarantees
provided to the DMPR through an insurance cell captive company, the Guardrisk Cell Captive. The increase is attributable to growth
of R76.5 million on these funds during fiscal year 2026. As at June 30, 2026, guarantees amounting to R943.1 million were in issue to
the DMPR (2025: R941.3 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.
Administration expenses and general costs
Administration expenses and general costs increased by R18.9 million from R213.8 million in fiscal year 2025 to R232.7 million in fiscal
year 2026, mainly as a result of inflationary increases, increase in cash portion of single incentive scheme and an increase in the
share-based payment expense.
Finance income
Finance income increased from R223.8 million in fiscal year 2025 to R245.5 million in fiscal year 2026, mainly due to higher cash and
cash equivalents balances throughout the year.
Finance expense
Finance expenses increased from R73.4 million in fiscal year 2025 to R100.0 million in fiscal year 2026, mainly attributable to change
in estimate of the payments made under protest resulting in a discount of R37.8 million compared to R3.3 million in fiscal year 2025.
Income tax
Income tax amounted to a charge of R1,627.0 million for fiscal year 2026 (2025: charge of R824.4 million) and consists of a current tax
charge of R496.2 million (2025: nil) and a deferred tax charge of R1,130.8 million (2025: deferred tax charge of R824.4 million).
The current tax increased to R496.2 in fiscal year 2026 from nil in fiscal year 2025, driven by the increase in the gold price and Ergo
having utilized all of its capital allowances and therefore moving into a tax paying position.
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DRDGOLD Limited Form 20-F 2026 | ||
50 | ||
The forecast weighted average deferred tax rate of Ergo increased to 27% for fiscal year 2026 compared to 25% for fiscal year 2025.
The forecast weighted average deferred tax rate of FWGR increased to 30% for fiscal year 2026 compared to 29% for fiscal year
2025. Refer to "Item 10E. Taxation – Income Tax and Withholding Tax on Dividends” for a detailed explanation on changes in taxation
laws and regulations.
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 Accounting Standards, 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 Nedbank RCF agreement, which was put in place during July 2024. The Group 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 Accounting Standards and should be considered in addition to, and not as a
substitute for, other measures of financial performance and liquidity.
Year ended | ||||
Reconciliation of adjusted EBITDA | 2026 | 2025 | ||
Profit for the year | 4,255.5 | 2,242.7 | ||
Income tax | 1,627.0 | 824.4 | ||
Profit before tax | 5,882.5 | 3,067.1 | ||
Finance expense | 100.0 | 73.4 | ||
Finance income | (245.5) | (223.8) | ||
Results from operating activities | 5,737.0 | 2,916.7 | ||
Depreciation | 477.2 | 459.2 | ||
Loss on disposal of subsidiary | 4.8 | — | ||
Retrenchment costs | — | 16.2 | ||
Adjusted EBITDA per RCF Agreement | 6,219.0 | 3,392.1 | ||
Share-based payment expense | 41.7 | 30.1 | ||
Change in estimate of environmental rehabilitation recognized in profit or loss | (13.1) | (98.0) | ||
Gain on disposal of property, plant and equipment | (0.3) | (3.7) | ||
IFRS 16 Lease payments | (8.1) | (12.1) | ||
Exploration and project related costs | 5.5 | 9.2 | ||
Adjusted earnings before interest, tax depreciation and amortization ("Adjusted EBITDA") 1 | 6,244.7 | 3,317.6 | ||
1See 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 operating costs, cash generated from operating activities, profit/(loss) for the year and other items or any other measure
of financial performance presented in accordance with IFRS Accounting Standards 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.
For fiscal year 2026, consolidated cash operating costs per kilogram increased by 7% to R967,523 per kilogram from R903,824 per
kilogram in fiscal year 2025. Consolidated all-in sustaining costs per kilogram increased by 8% to R1,078,068 per kilogram in fiscal
year 2026 from R1,001,214 per kilogram in fiscal year 2025. Consolidated all-in costs per kilogram increased by 28% to R1,795,930
per kilogram of gold in fiscal year 2026 from R1,399,869 per kilogram of gold in fiscal year 2025.
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DRDGOLD Limited Form 20-F 2026 | ||
51 | ||
The increase in consolidated cash operating costs per kilogram was mainly due to higher fuel costs incurred combined with
increased trucking activities associated with the processing of higher-grade material at Ergo. At FWGR the increase was driven by
electricity cost increases due to both higher tariffs and a marginal increase in consumption. The continued shortage of sodium
cyanide in South Africa and higher diesel prices amid the Middle East conflict also had an impact on cash operating cost for both
operations.
The increase in all-in sustaining costs per kilogram was mainly due to the increase in cash operating costs detailed above as well as a
reduction in gold produced. The increase was moderated by a decrease in sustaining capex in fiscal year 2026 to R279.5 million from
R300.6 million in fiscal year 2025. The increase in all-in costs per kilogram was due to the increase in cash operating costs detailed
above as well as a significant increase in growth capital expenditure from R1,899.4 million in fiscal year 2025 to R3,457.4 million in
fiscal year 2026. Growth capital expenditure related to the Daggafontein TSF pipeline at Ergo and the RTSF construction (and related
infrastructure) and DP 2 expansion at FWGR.
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 | 2026 | 2025 | ||
Cost of sales | 5,193.9 | 4,747.7 | ||
Depreciation | (477.2) | (459.2) | ||
Change in estimate of environmental rehabilitation recognized to profit or loss | 13.1 | 98.0 | ||
Movement in gold in process and finished inventories – Gold Bullion | 5.4 | 18.1 | ||
Operating costs | 4,735.2 | 4,404.6 | ||
Ongoing rehabilitation expenditure | (19.7) | (19.2) | ||
Care and maintenance costs | (0.2) | 0.8 | ||
Other operating costs | (2.9) | (13.5) | ||
Cash operating costs 1 | 4,712.4 | 4,372.7 | ||
Movement in gold in process | (5.4) | (18.1) | ||
Administration expenses and other costs excluding non-recurring items 1 | 216.8 | 208.1 | ||
Other operating costs | 3.6 | (2.0) | ||
Change in estimate of environmental rehabilitation | (13.1) | (98.0) | ||
Unwinding of rehabilitation provision | 51.0 | 58.6 | ||
Sustaining capital expenditure 1 | 279.5 | 300.6 | ||
All-in sustaining costs 1 | 5,244.8 | 4,821.9 | ||
Care and maintenance costs | 0.2 | (0.8) | ||
Ongoing rehabilitation expenditure | 19.7 | 19.2 | ||
Exploration expenses and transaction costs | 15.1 | 2.7 | ||
Growth capital expenditure 1 | 3,457.4 | 1,899.5 | ||
All-in costs 1 | 8,737.2 | 6,742.5 | ||
Gold produced (kilograms) | 4,839 | 4,830 | ||
Cash operating costs per kilogram (R per kilogram) | 967,523 | 903,824 | ||
All-in sustaining costs per kilogram (R per kilogram) | 1,078,068 | 1,001,214 | ||
All-in costs per kilogram (R per kilogram) | 1,795,930 | 1,399,869 | ||
Reconciliation of sustaining capital expenditure and growth capital expenditure | ||||
Additions – property, plant and equipment owned | 3,736.9 | 2,200.0 | ||
Less: Growth capital expenditure 1 | 3,457.4 | 1,899.4 | ||
Sustaining capital expenditure 1 | 279.5 | 300.6 |
1See Glossary of Terms for definitions.
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DRDGOLD Limited Form 20-F 2026 | ||
52 | ||
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 2026 in comparison with fiscal year 2025.
R million | Cash operating costs | Impact of change in throughput | Impact of change in costs | Net change | Cash operating costs | |
2025 | 2026 | |||||
Ergo | 3,699.2 | (97.6) | 367.2 | 269.6 | 3,968.8 | |
FWGR | 673.5 | (3.2) | 73.3 | 70.1 | 743.6 | |
Total | 4,372.7 | (100.8) | 440.5 | 339.7 | 4,712.4 |
Cash operating costs in fiscal year 2026 increased by R339.7 million to R4,712.4 million compared to cash operating costs of
R4,372.7 million in fiscal year 2025. The increase in Ergo's cash operating costs was mainly due to higher fuel costs incurred
combined with increased trucking activities associated with the processing of higher-grade material at Ergo. This was in response to
deposition constraints and delays in obtaining regulatory approvals for new reclamation sites, both of which constrained tonnage
throughput. At FWGR, the increase in cash operating cost was largely due to electricity cost increases due to both higher tariffs and a
marginal increase in consumption.
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 | |||||||||
Year ended | Year ended | |||||||||
Costs | 2026 | 2025 | Costs | 2026 | 2025 | |||||
Consumables | 32% | 31% | Consumables | 33% | 33% | |||||
Labor | 16% | 17% | Labor | 17% | 18% | |||||
Electricity, water and gas | 11% | 13% | Electricity, water and gas | 19% | 19% | |||||
Specialized service providers | 25% | 23% | Specialized service providers | 6% | 6% | |||||
Machine hire | 4% | 4% | Machine hire | 3% | 3% | |||||
Security expenses | 4% | 4% | Security expenses | 5% | 5% | |||||
Other costs | 8% | 8% | Other costs | 16% | 15% | |||||
5B. LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operating activities
Net cash inflow from operating activities amounted to R5,675.3 million for fiscal year 2026 (fiscal year 2025: R3,511.1 million).
Cash generated from operating activities increased during fiscal year 2026 mostly due to a 40% increase in the average Rand gold
price received to R2,289,250 per kilogram and offset by a 7% increase in cash operating costs to R967,523 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 outflow of R219.8 million in fiscal year 2026 compared to R79.0 million cash inflow in fiscal year 2025.
The increase in cash inflows from cash generated from operations was offset by current tax paid. In fiscal year 2025, a tax refund of
R25.7 million was received compared to tax paid of R489.1 million during fiscal year 2026.
Cash flows from investing activities
Net cash utilized by investing activities amounted to R3,408.9 million in fiscal year 2026 compared to R2,283.3 million in fiscal year
2025.
In fiscal year 2026, net cash utilized by investing activities consisted mainly of R3,531.6 million cash spent on additions to property,
plant and equipment, R147.5 million cash proceeds from the sale of Stellar and R24.8 million cash spent on environmental
rehabilitation payments to reduce environmental liabilities with a related asset.
In fiscal year 2025, net cash utilized by investing activities consisted mainly of R2,254.9 million cash spent on additions to property,
plant and equipment, and R26.1 million cash spent on environmental rehabilitation payments to reduce environmental liabilities with a
related asset.
Cash flows from financing activities
Net cash outflow from financing activities was R802.6 million in fiscal year 2026 compared to net cash outflows of R443.1 million in
fiscal year 2025.
During fiscal year 2026, the net cash outflow consisted mostly of dividends paid on ordinary shares amounting to R779.3 million.
During fiscal year 2025, the net cash outflow consisted mostly of dividends paid on ordinary shares amounting to R431.0 million.
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DRDGOLD Limited Form 20-F 2026 | ||
53 | ||
Cash and cash equivalents
Cash and cash equivalents as at June 30, 2026 amounted to R2,770.0 million compared to R1,306.2 million at the end of fiscal year
2025. Substantially all of our cash and cash equivalents balances were denominated in South African rand.
Cash and cash equivalents as at June 30, 2026 includes restricted cash related to guarantees of R14.1 million compared to
R13.2 million at the end of fiscal year 2025.
Borrowings and funding
At June 30, 2026, we had no drawn external borrowings. To fund the significant capital expansion program at both operations, on
June 28, 2024, DRDGOLD secured a R500 million General Bank Facility ("GBF") with Nedbank Limited. The GBF was increased to
include guarantees facility of R181 million (R120 million in FY2025 and further increased by R61 million in FY2026), bringing the total
GBF facility to R681 million (FY2025: R 620 million). The revolving credit facility ("RCF") of R1 billion, with an accordion facility of R500
million, is secured with Nedbank. Other than the guarantees facility that has been fully utilized, both the GBF and RCF remain undrawn
as at June 30, 2026 and June 30, 2025.
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, existing bank facilities, 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 2027 of R3 billion, which are
mainly for growth capital expenditure. Approximately R5.3 billion of the R10 billion planned total capital growth investment forecast,
pertaining mainly to the FWGR Phase 2 project, the Daggafontein TSF pipeline construction and recommissioning of the Withok TSF
was spent at June 30, 2026.
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, 2026 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 2027, we are planning Group gold production of between 160,000 (4,976kg) to 170,000 (5,288kg) ounces at a cash
operating unit cost of approximately R1,099,000 per kilogram and expected planned total capital growth investment forecast is
around R3 billion with an all-in sustaining cost of approximately R1,230,000/kg.
Reconciliation of budgeted cost of sales to budgeted cash operating costs | R'million | |
Cost of sales | 6,248.2 | |
Reconciling items1 | (615.9) | |
Cash operating costs2 | 5,632.3 |
1Includes expected depreciation of R596.4 million and ongoing environmental expenses of R18.9 million.
2See 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 to "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 resources, technical production issues, environmental and industrial accidents, gold theft, environmental factors and
pollution, and delays in obtaining permits for beneficial occupation for the RTSF at FWGR could adversely impact the production,
sales and cash operating costs for fiscal year 2027 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.
5E. CRITICAL ACCOUNTING ESTIMATES
For more information on environmental rehabilitation obligations, refer to Note 2 – “Use of accounting assumptions, estimates and
judgements” under "Item 18. Financial Statements".
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DRDGOLD Limited Form 20-F 2026 | ||
54 | ||
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, 2026, our Board consisted
of nine directors. Riaan Davel resigned as Executive Director and Chief Financial Officer on January 31, 2026 and Henriette Hooijer
was appointed as the Chief Financial Officer on February 1, 2026. As at September 30, 2026, our Board consisted of ten directors as
Mark Hoffman was appointed on August 1, 2026.
In accordance with the JSE listing requirements and our Memorandum of Incorporation ("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.
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. 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.
Executive Directors
Niël Pretorius (59) (BProc, LLB, LLM)
Chief Executive Officer
•Member: Risk Committee
Niël Pretorius has more than 27 years of experience in the mining industry. He was appointed Chief Executive Officer of DRDGOLD on
1 January 2009, having served as CEO Designate since 21 August 2008.
Since joining DRDGOLD in May 2003 as Legal Advisor, Niël has held several senior leadership positions within the Group. He was
promoted to Group Legal Counsel in September 2004, General Manager: Corporate Services in April 2005, and Chief Executive
Officer of Ergo Mining Operations (formerly DRDGOLD SA) in July 2006. In April 2008, he was appointed Managing Director of Ergo
Mining Operations.
Under his leadership, DRDGOLD has strengthened its position as a leading surface gold retreatment company, focusing on
operational excellence, responsible mining practices and sustainable value creation for stakeholders. Niël also serves as an elected
board member of the Minerals Council South Africa and the World Gold Council, contributing to the advancement and sustainability of
the mining industry both locally and globally.
Henriette Hooijer (46) (BCom (Hons), CA(SA))
Chief Financial Officer
•Member: Social and Ethics Committee
Henriette Hooijer was appointed as the Chief Financial Officer Designate and Executive Director on 1 July 2025 and assumed the role
of Chief Financial Officer on 1 February 2026, succeeding Riaan Davel. She joined DRDGOLD in May 2016 as Group Financial SOX
and Compliance Manager and was appointed Financial Director of Far West Gold Recoveries Proprietary Limited (FWGR) in August
2018. In March 2024, she was appointed General Manager: Group Finance.
Prior to joining DRDGOLD, Henriette spent 11 years with KPMG, where she led and participated in audits of listed companies,
including mining companies and SEC registrants. With more than 20 years of experience in the mining industry, she brings extensive
expertise in financial management, reporting, governance, assurance and regulatory compliance. Henriette has played a key role in
strengthening the group's financial leadership and supporting the implementation of DRDGOLD's Vision 2028 growth strategy.
Non-executive Directors
Timothy Cumming (69) (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 joined the DRDGOLD Board on 1 August 2020 and was appointed non-executive Chairman and Chairman of
the Nominations Committee on 1 December 2021. He is an independent non-executive director of Nedgroup Investments Limited and
Riscura Holdings Limited and previously served on the boards of Sibanye Stillwater Limited and Sasol 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.
His career started at Anglo American Corporation of South Africa as an engineer, where he was also involved in the geotechnical
design of the Ergo tailings facility. Thereafter he held senior leadership roles at Allan Gray, HSBC Securities (SA) and Old Mutual.
Other involvements include Chairmanship of the Mandela Rhodes Foundation’s Investment Committee and the Woodside Endowment
Trust.
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DRDGOLD Limited Form 20-F 2026 | ||
55 | ||
Edmund Jeneker (64) (Chartered Director (SA), B Hons, IEDP, M.Inst.D., SAIPA)
Lead Independent Non-executive Director
•Chairman: Remuneration Committee and Social and Ethics Committee
•Member: Nominations Committee
Edmund Jeneker was appointed as a non-executive director in November 2007 and lead independent non-executive director in
August 2017. He has more than 32 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 as Chairman of IZI Africa Group, member of the Social and Ethics Forum of the
Institute of Directors Southern Africa, Chairman of the Badisa NPC Investment Committee and serves on the Board of The Cape
Philharmonic Orchestra. He is a Fellow Member of the Institute of Directors SA, a Certified ESG and Climate Change Competent
Director and Chartered Director (SA).
Johan Holtzhausen (80) (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.
As announced on the Stock Exchange News Service on 24 October 2025, Johan will be stepping down from the board of directors of
DRDGOLD with effect from the conclusion of the 2026 AGM.
Andrew Brady (51) (BCom, Post Graduate Diploma in Business Administration)
Non-executive Director
•Member: Remuneration Committee, Risk Committee and Social and Ethics Committee
Andrew Brady was appointed an independent non-executive director on 1 December 2024 and became a non-executive director on
19 August 2025. He has more than 25 years’ experience in resource-sector corporate finance and business development.
Andrew is an executive director of Clean World Capital. He was previously Senior Vice President: Business Development at Sibanye
Stillwater and a founding shareholder and Managing Director of Qinisele Resources. Qinisele Resources, an independent boutique
resources advisory business played a leading role in the restructuring and consolidation of South Africa’s gold and platinum group
metals industries. He has advised international and South African mining companies on investment and expansion strategies and has
an extensive resources and banking network.
As announced on SENS on 13 August 2026, Andrew was appointed to the Remuneration Committee and the Social and Ethics
Committee with effect from 1 September 2026.
Thoko Mnyango (61) (Dip Juris, BJuris)
Independent Non-executive Director
•Member: Social and Ethics Committee; Nominations Committee and Risk 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 Proprietary Limited and Vitom Brands Communication Proprietary Limited, 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 Non-Governmental Organization which focused on community development.
Prudence Lebina (45) (BCom, Higher Diploma (Accounting), Certificate in Business Leadership, CA(SA))
Independent Non-executive Director
•Chairperson: Risk Committee
•Member: Audit Committee, Nominations Committee and Remuneration Committee
Prudence Lebina was appointed as an independent non-executive director on 3 May 2019. She's a chartered accountant with over 20
years' working experience in corporate finance, business development, 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 Telkom SA SOC Limited.
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DRDGOLD Limited Form 20-F 2026 | ||
56 | ||
Charmel Flemming (43) (BAcc (Hons), CA(SA))
Independent Non-executive Director
•Member: Audit Committee; Risk Committee and Social and Ethics Committee
Charmel Flemming was appointed as an independent non-executive director on 1 August 2020. Ms Flemming is the Founder and
CEO of FTwelve, a boutique cloud-based accounting firm. She currently serves as a non-executive director of ATKV MSW and
previously served as a non-executive director of Acorn Agri & Food Limited and MixTelematics Limited. Earlier in her career, she was
employed by KPMG and De Beers, where she also served as a trustee on the boards of the De Beers Benefit Society Medical Aid and
the De Beers Pension Fund. Charmel is a Chartered Accountant and an advocate for diversity in the financial industry and inclusivity
in the boardroom.
As announced on SENS on 1 September 2026, Charmel was appointed as Chair of the Audit Committee, replacing Johan, with effect
from the conclusion of the 2026 AGM.
Mark Hoffman (57) (BCom, BAcc, CA(SA))
Independent Non-executive Director
•Member: Audit Committee; Remuneration Committee and Social and Ethics Committee
Mark Hoffman was appointed as an independent non-executive director on 1 August 2026. He is a Chartered Accountant and has
worked in the professional services space for over 35 years. Mark previously served as a partner at Deloitte and KPMG in advisory
and audit across multiple sectors in financial, sustainability, investor and integrated reporting. Mark is currently an independent
consultant with extensive experience in dealing with corporate reporting, strategy, risk and opportunity, business performance
management, internal controls, governance and integrated thinking solutions.
As announced on SENS on 13 August 2026, Mark was appointed to the Audit Committee, Remuneration Committee and Social and
Ethics Committee with effect from 1 September 2026.
Senior Management and Prescribed Officers
Jaco Schoeman (52) (National Diploma (Analytical Chemistry), BTech (Analytical Chemistry))
Chief Operating Officer
Jaco Schoeman joined DRDGOLD in 2011 as Executive Officer: Business Development, with responsibility for expanding the Group's
surface retreatment business and maximising value from its existing resources. He was appointed as an Executive Director of Ergo
Mining Operations Proprietary Limited in July 2014 and subsequently assumed the role of Chief Operating Officer of the Group.
Jaco brings extensive operational and business development experience, having played a key role in advancing DRDGOLD's surface
retreatment strategy and supporting the sustainable growth of the Group's operations.
Henry Gouws (57) (National Higher Diploma (Extraction Metallurgy), MDP, EDP)
Head of Operations
Henry Gouws has more than 37 years of experience in the mining industry, having held various managerial positions at Crown and
Ergo. He obtained a National Diploma in Extraction Metallurgy from Technikon Witwatersrand in 1990, followed by a National Higher
Diploma in Extraction Metallurgy in 1991. He further completed a Management Development Programme through the UNISA School
of Business Leadership in 2003 and an Executive Development Programme through the University of Stellenbosch Business School in
2012.
Henry was appointed Head of Operations for DRDGOLD on 1 January 2024, with responsibility for overseeing the Group's production
performance. Henry serves as a director of Ergo Mining Proprietary Limited, Far West Gold Recoveries Proprietary Limited and other
DRDGOLD subsidiaries and brings extensive operational, technical and leadership expertise to the Group.
Kevin Kruger (58) (BSc Eng, MDP, PMD, Government Certificate of Competency (Mines))
Head of Technical Services
Kevin Kruger has 36 years of experience in the mining industry across Africa. He graduated from the University of the Witwatersrand
with a Bachelor of Science in Mechanical Engineering in 1989 and obtained his Government Certificate of Competency (Mines) in
1993. He further completed a Management Development Programme (MDP) and a Programme for Management Development
(PMD), strengthening his leadership and management capabilities.
Kevin was appointed Head of Technical Services at DRDGOLD on 1 June 2024 and is responsible for the execution of the Group's
major projects. Previously, he served as the Managing Director of Far West Gold Recoveries Proprietary Limited, Technical Director of
Ergo Mining Operations Proprietary Limited and held several engineering management roles. He currently serves as a director of
FWGR and brings extensive technical, operational and project execution expertise to the Group.
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DRDGOLD Limited Form 20-F 2026 | ||
57 | ||
Refiloe Vengeni (37) (Admitted Attorney of the High Court of South Africa, LLB, BCom)
Legal Counsel
Refiloe Vengeni was appointed Legal Counsel of DRDGOLD in November 2022. She is an admitted attorney of the High Court of
South Africa with 12 years of legal experience, including 10 years specialising in the mining sector. Prior to joining DRDGOLD, she
practised law at various multidisciplinary law firms, with a specialisation on mining law and related legal advisory services.
Refiloe brings extensive expertise in legal, mining regulatory and compliance matters, supporting the organisation in navigating the
complex legal and compliance landscape of the mining industry.
Mpho Mashatola (36) (BAccSc, CA(SA) , ACMA, CGMA, Post Graduate Certificate in Mining Tax)
Senior Executive: Finance
Mpho Mashatola joined DRDGOLD in 2018 and was appointed Senior Executive: Finance in August 2025. Her portfolio combines
finance, investor relations and business development, with responsibility for corporate finance, treasury, taxation, technical
accounting, Sarbanes-Oxley compliance, and financial and integrated reporting. Through this portfolio, she supports investor-facing
reporting, capital allocation discipline, governance and strategic growth initiatives.
Mpho serves as a Non-executive Director of Rand Refinery Proprietary Limited, is a member of its Audit and Risk Committee, and
attends DRDGOLD's Executive Committee meetings as a standing invitee.
Kgomotso Mbanyele (45) (ACG)
Company Secretary
Kgomotso Mbanyele was appointed Company Secretary of DRDGOLD on 25 October 2023. She has more than 17 years of company
secretarial experience, including over 12 years in the mining industry. Prior to joining DRDGOLD, she served as Assistant Group
Company Secretary of Sibanye Stillwater Limited.
Kgomotso is a qualified Associate Company Secretary and a member of the Chartered Governance Institute of Southern Africa. She
brings extensive expertise in corporate governance, board administration, regulatory compliance and supporting the Board and its
committees in the effective discharge of their governance responsibilities.
6B. COMPENSATION
Our MOI provides 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, 2026 was
R86.5 million.
Non-Executive Directors received the following annual fees for fiscal year 2026:
Fee for calendar year 2026 | Fee for calendar year 2025 | |
R | R | |
Chairman of the Board1 | 1,867,002 | 1,769,670 |
Lead Independent Director1 | 1,057,968 | 1,002,813 |
NEDs | 535,207 | 507,305 |
Audit Committee chairman2 | 224,040 | 212,360 |
Committee chairman2,3 | 174,254 | 165,169 |
Audit Committee member | 149,360 | 141,574 |
Risk Committee and Remuneration Committee member | 124,467 | 117,978 |
Nominations Committee and Social and Ethics Committee member | 112,020 | 106,180 |
Investment Committee Chair – ad hoc fee per meeting | 43,860 | 28,090 |
Investment Committee member – ad hoc fee per meeting | 29,635 | 41,573 |
Ad hoc fee applicable for additional special meetings4 | 29,635 | 28,090 |
1Fees per annum for the Chair of the Board and the Lead Independent Director are all-inclusive fees i.e. they will not receive Committee membership
fees nor will they receive ad hoc fees in the event of additional special meetings required or as members of the Investment Committee.
2This per annum fee is inclusive of both the NED's role as Chair of the Committee and as a member.
3Per annum fees applicable for the Chairs of all Committees except the Audit Committee.
4Ad hoc fees for additional work by a NED is only payable in out of the ordinary circumstances.
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DRDGOLD Limited Form 20-F 2026 | ||
58 | ||
The following table sets forth the compensation for our directors and prescribed officers for the year ended June 30, 2026. | ||||
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 Officers | Total remuneration recognized during the year | Short-Term Incentives recognized related to this cycle | Long-term Incentives settled during this cycle | Total remuneration related to this cycle |
R'000 | R'000 | R'000 | R'000 | |
Executive directors | ||||
DJ Pretorius | 9,334 | 12,002 | 25,498 | 46,834 |
H Hooijer | 4,926 | 5,433 | 4,786 | 15,145 |
AJ Davel | 3,377 | — | 13,574 | 16,951 |
17,637 | 17,435 | 43,858 | 78,930 | |
Non-executive directors | ||||
TJ Cumming | 1,867 | — | — | 1,867 |
EA Jeneker | 1,082 | — | — | 1,082 |
JA Holtzhausen | 970 | — | — | 970 |
TBVN Mnyango | 902 | — | — | 902 |
KP Lebina | 1,120 | — | — | 1,120 |
CD Flemming | 943 | — | — | 943 |
RA Brady | 700 | — | — | 700 |
M Hoffman (2) | — | — | — | — |
7,584 | — | — | 7,584 | |
Prescribed officers(1) | ||||
WJ Schoeman | 5,894 | 6,500 | 13,574 | 25,968 |
5,894 | 6,500 | 13,574 | 25,968 | |
Total | 31,115 | 23,935 | 57,432 | 112,482 |
(1)The Companies Act, 2008 (Act 71 of 2008), under section 30, requires the remuneration of prescribed officers, as defined in regulation 38 of
Company Regulations 2008, to be disclosed with that of directors of the company. A person is a prescribed officer if they have general executive
authority over the company, general responsibility for the financial management or management of legal affairs, general managerial authority over
the operations of the company or directly or indirectly exercise or significantly influence the exercise of control over the general management and
administration of the whole or a significant portion of the business and activities of the company.
(2)M Hoffman was appointed as independent non-executive director with effect from August 1, 2026. He did not receive any compensation for the year
ended June 30, 2026.
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 18.2 – Transactions with key management personnel" for the total compensation paid to
key management (including executive and non-executive directors as well as prescribed officers).
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. DJ Pretorius and Ms. H Hooijer, entered into agreements of employment with us, on
January 1, 2009 and July 1,2025, respectively. These agreements regulated the employment relationship with Mr. DJ Pretorius and
Ms. H Hooijer during the year ended June 30, 2026.
DJ Pretorius received from us a guaranteed remuneration package of R9.3 million per annum. Mr. DJ Pretorius is eligible under his
employment agreement and in terms of the new SIP which incorporates the DSP, for an incentive bonus per annum over the duration
of his appointment, on the condition that DRDGOLD achieves certain key performance indicators, along with any discretionary bonus
awarded by the Remuneration Committee. Per the SIP, 67% of the incentive bonus is paid in cash and 33% received in terms of a
Deferred Share Award which vests each year evenly over a five-year period. Mr. DJ Pretorius was awarded 177,688 deferred shares
in August 2025.
After providing three months written notice, Mr. AJ Davel, the previous Chief Financial Officer, resigned from the company effective
from January 31, 2026.
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DRDGOLD Limited Form 20-F 2026 | ||
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On February 1, 2026, Ms. H Hooijer was appointed as the new Chief Financial Officer and entered into a new employment agreement
indefinitely until terminated by either party on not less than three months’ prior written notice. Ms. H Hooijer receives from us a
guaranteed remuneration package of R5.1 million per annum. H Hooijer is eligible under her employment agreement and in terms of
the new SIP which incorporates the DSP, for an incentive bonus per annum over the duration of her appointment, on the condition that
DRDGOLD achieves certain key performance indicators, along with any discretionary bonus awarded by the Remuneration
Committee. Per the SIP, 67% of the incentive bonus is paid in cash and 33% received in terms a Deferred Share Award which vests
each year evenly over a 5 year period. Ms. H Hooijer was awarded 55,418 deferred shares in August 2025.
Mr. TJ Cumming, Mr. EA Jeneker, Mr. JA Holtzhausen, Mrs. TBVN Mnyango, Ms. KP Lebina, Ms. CD Flemming, Mr. RA Brady and Mr.
MCA Hoffman, 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, the director is not reappointed at any
AGM, or where grounds exist for termination. Mr. MCA Hoffman was appointed on August 1, 2026.
The Company does not administer any pension, retirement or other similar scheme in which the directors receive a benefit.
6C. Board PRACTICES
Board of Directors
As at June 30, 2026, the Board of directors comprises two Executive Directors (Mr. DJ Pretorius and Ms. H Hooijer). Mr. A J Davel
resigned as the Executive Director and Chief Financial Officer on January 31, 2026 and Ms. H Hooijer appointed as Chief Financial
Officer on February 1, 2026. As at June 30, 2026 the Board comprised of seven Non-Executive Directors (Mr. TJ Cumming, Mr. EA
Jeneker, Mr. JA Holtzhausen, Mrs. TBVN Mnyango, Ms. KP Lebina, Ms. CD Flemming, and Mr. RA Brady). The Non-Executive
Directors are independent under the New York Stock Exchange ("NYSE") requirements (as affirmatively determined by the Board of
Directors) and the South African King IV Report except Mr. RA Brady who serves as a consultant for Sibanye Stillwater Limited,
DRDGOLD’s controlling shareholder, from July 1, 2025 and Mr. TJ Cumming who previously served as an independent non-executive
director of Sibanye Stillwater Limited, but resigned in May 2026. Mr. MCA Hoffman was appointed as an independent non-executive
director on August 1, 2026.
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.
TJ Cumming is the Non-Executive Chairman, Mr. DJ Pretorius is the Chief Executive Officer and Ms. H Hooijer 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, at least every two
years. In addition, the Remuneration 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. 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 and Nominations Committee
as well as the Social and Ethics Committee which act as subcommittees to the Board. Each subcommittee is chaired by one of the
Independent Non-Executive Directors, except for the Nominations Committee, each of whom provides a formal report back to the
Board. Each subcommittee is afforded adequate time to thoroughly consider and address all relevant matters. Certain senior
personnel of the Company attend the subcommittee meetings as invitees.
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DRDGOLD Limited Form 20-F 2026 | ||
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The Board sets the standards and values of the Company and much of this has been embodied in the Company’s Code of Business
Conduct and Ethics (“the Code”), which is available on our website at www.drdgold.com. The Code 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 table below sets out the date of appointment of each director and the period remaining in the director’s current term of office
following the Company’s most recent AGM held on (November 26, 2025) of each of the directors as at June 30, 2026:
Director | Title | Year first appointed | Term of current office since latest AGM1 |
DJ Pretorius | Chief Executive Officer | 2008 | 3 years |
AJ Davel | Chief Financial Officer | 2015 | Resigned |
H Hooijer | Chief Financial Officer | 2025 | 7 months |
TJ Cumming | Non-Executive Director | 2020 | 1 year |
EA Jeneker | Non-Executive Director | 2007 | 2 year |
JA Holtzhausen | Non-Executive Director | 2014 | 3 years |
TBVN Mnyango | Non-Executive Director | 2016 | 3 years |
KP Lebina | Non-Executive Director | 2019 | 2 years |
CD Flemming | Non-Executive Director | 2020 | 1 year |
RA Brady | Non-Executive Director | 2024 | 1 year |
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 with effect from the end of the AGM, if re-elected.
Executive Committee
As at June 30, 2026, Executive Committee ("EXCO") comprise of the Chief Executive Officer, Chief Financial Officer and Chief
Operating Officer. After a review was performed to confirm the makeup of the DRDGOLD EXCO, it was decided that the Company
Secretary will no longer form part of the EXCO. The Executive Committee consisted of Mr. DJ Pretorius (Chairman), Ms H Hooijer and
Mr. WJ Schoeman.
The EXCO meets monthly to review current operations, develop strategy and policy proposals for consideration by the Board of
directors. Members of the EXCO, 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 EXCO.
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 and approved by the shareholders at each AGM. 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.
Committees of the Board of Directors
Nominations Committee
As at June 30, 2026 the Nominations Committee consisted of TJ Cumming (Chairman), EA Jeneker, JA Holtzhausen, TBVN Mnyango
and KP Lebina.
The Nominations 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. It is chaired by the Board chairman who is a non-executive
director (“NED”).
The key responsibilities of the Nominations Committee include the following:
•establishment of a formal process for the appointment of a director and 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;
•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;
•review Board structure, size, tenure 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.
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DRDGOLD Limited Form 20-F 2026 | ||
61 | ||
Remuneration Committee
As at June 30, 2026 the Remuneration Committee consisted of EA Jeneker (Chairman), JA Holtzhausen, KP Lebina and TJ 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 TJ Cumming. It is chaired by an independent
non-executive director.
The Remuneration Committee ensures the Company remunerates directors and executive management fairly and responsibly and
that the disclosure of director and executive remuneration is accurate, complete and transparent. The committee evaluates
performance in relation to reward. Its terms of reference provide the scope of responsibility, as delegated by the Board, to review and
make decisions on the remuneration policy and its implementation. All members were elected by the Board and suitably qualified and
have the necessary expertise required to discharge their responsibilities.
The key responsibilities of the Remuneration Committee include the following:
•Evaluate the remuneration structure for Executive Directors and Senior Management and ensured that they are fairly rewarded, in
the context of overall employee remuneration and taking into account the Company’s performance and remuneration philosophy;
•Conduct annual monitoring and review of the terms and conditions of Executive Directors’ service agreements;
•Determine grants to the Executive Directors and Senior Management made in terms of the SIP incorporating the DSP;
•Review and monitor the effectiveness of the Company scorecard performance;
•Maintains the Compensation Clawback Policy in accordance with the requirements of Section 303A.14 of the New York Stock
Exchange Listed company manual; and
•Considered and approved the Remuneration Policy in terms of Section 30A and 30B of the Companies Act amendments.
Audit Committee
As at June 30, 2026 the Audit Committee consisted of JA Holtzhausen (Chairman), KP Lebina and CD 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; and
•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 reappointed by
shareholders at the last AGM on November 26, 2025 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 of the Board following the Audit Committee.
BDO South Africa Inc. has been the appointed auditors since 2023.
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.
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DRDGOLD Limited Form 20-F 2026 | ||
62 | ||
Risk Committee
As at June 30, 2026 the Risk Committee consisted of KP Lebina (Chairwoman), RA Brady, DJ Pretorius, TBVN Mnyango, CD
Flemming and TJ 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; and
•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 RA Brady and TJ
Cumming. It is chaired by an independent NED.
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, 2026, the Social and Ethics Committee consisted of EA Jeneker (Chairman), H Hooijer, TBVN Mnyango and CD
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; and
•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, 2026, the Investment Committee consisted of KP Lebina (Chairwoman), TJ Cumming, JA Holtzhausen, EA Jeneker
and RA Brady.
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; and
•Monitors progress throughout the project lifecycle and periodically reports any findings to the Board.
With effect from September 1, 2026, the Board resolved to dissolve the Investment Committee. Matters previously falling within the
scope of the Investment Committee's mandate are considered and dealt with directly by the Board, which retains oversight of the
Company's investment, capital allocation and strategic transaction decisions.
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DRDGOLD Limited Form 20-F 2026 | ||
63 | ||
6D. EMPLOYEES
Employees
The total number of employees at June 30, 2026, of 3,975 comprises 3,107 specialized service providers and 868 employees who are
directly employed by us and our subsidiary companies. Of the 868 employees directly employed by us and our subsidiary
companies, 11 employees are on a fixed term employment contract.
The total number of employees at June 30, 2025, of 3,410 comprises 2,517 specialized service providers and 893 employees who are
directly employed by us and our subsidiary companies. Of the 893 employees directly employed by us and our subsidiary
companies, 47 employees are on a fixed term employment contract.
The total number of employees at June 30, 2024, of 2,956 comprises 2,053 specialized service providers and 903 employees who are
directly employed by us and our subsidiary companies. Of the 903 employees directly employed by us and our subsidiary
companies, 27 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
As at June 30, 2026, approximately 86% of our Ergo employees and 61% 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 four-year wage agreement was reached with organized labor at FWGR in November 2024. A five-year wage agreement was
reached with organized labor at Ergo in February 2026 providing the operation with labor stability for a reasonable period of time.
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 three 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 2026 overall safety statistics for our operations:
(Per million man hours) | Ergo | FWGR | Consolidated | |||
Year ended | Year ended | Year ended | ||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
Lost time injury frequency rate (LTIFR)1 | 1.59 | 1.72 | 0.86 | 1.23 | 1.25 | 1.63 |
Reportable incidence frequency rate (RIFR)1 | 0.43 | 0.72 | — | 1.23 | 0.27 | 0.81 |
Fatalities | — | — | — | — | — | — |
1Calculated 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 directors and prescribed officers, 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, 2026, 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.
Below we describe the equity settled long term incentive schemes for the Group:
Equity-Settled Long-Term Incentive Scheme (“ELTI”)
On December 2, 2019 shareholders approved the Equity-Settled Long-Term Incentive Scheme (“ELTI”) to replace the Cash-Settled
Long-Term Incentive Scheme.
Equity settlement
The ELTI is an equity-settled scheme. Settlement may be affected through market purchases of DRDGOLD ordinary shares, the issue
of authorized but unissued shares, or treasury shares.
Participants
Eligible participants are permanent employees of the Company and its subsidiaries in Category 19 and above, including executive
directors but excluding non-executive directors.
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DRDGOLD Limited Form 20-F 2026 | ||
64 | ||
Award of Conditional Shares
The Remuneration Committee may annually award Conditional Shares comprising:
•Performance shares; and
•Retention shares.
Participants are not required to pay for awards or shares delivered upon vesting.
Awards are granted as follows:
•80% Performance Shares; and
•20% Retention Shares.
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 vesting and settlement.
Vesting conditions
The first ELTI award was granted on December 2, 2019. Awards vest in two tranches:
•50% on the second anniversary of grant; and
•50% on the third anniversary of grant,
subject to the participant remaining employed by the Group until the applicable vesting date.
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 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 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.
The last grant in terms of the ELTI scheme was made on October 22, 2024. The ELTI scheme is replaced by the Single Incentive Plan
("SIP"), incorporating the Deferred Share Plan ("DSP").
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DRDGOLD Limited Form 20-F 2026 | ||
65 | ||
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, which replaced the previous scheme in fiscal year 2025.
The new plan was approved by the shareholders at the 2023 Annual General Meeting ("AGM") and implemented in the 2025 fiscal
year.
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 are focused on inflexible financial performance, much of which is
driven by two factors totally beyond management control namely, the gold price and exchange rates, 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 or rewarded unduly for factors outside their control.
The Single Incentive Plan ("SIP") consists of a Single Incentive Policy (“Policy”) incorporating the Deferred Share Plan (“DSP”).
Salient features of the DRDGOLD single incentive policy
Single incentive plan | |||||
Components and determination: | Single Incentive = Incentive Free Cash Flow Portion + Scorecard Portion whereby: Incentive Free Cash Flow Portion = incentive free cash flow ("IFCF") for the relevant financial year1 x 10% x personal share percentage2. Scorecard Portion = personal Cost-to-company x scorecard on-target percentage x performance multiplier. 1IFCF is defined with reference to cash generated from operating activities, less sustaining capex. In the budgeting process, if the Group believes that any capex, investment or other items should be excluded or amortised or treated in any different way for determining IFCF at the end of the year, they may make representations to the committee on the treatment of such item/s for the purposes of calculating IFCF for the IFCF Pool. 2The individual’s incentive free cashflow portion is capped at a percentage of their Cost to Company (CTC) based on the applicable Paterson band in which they are employed. The personal share percentage is determined jointly by the Chief Executive Officer and the Chief Financial Officer and approved by the Remuneration Committee. | ||||
Participants | Active employees from category 19 to 26 excluding non-executive directors. (Paterson band D Upper to F Upper). | ||||
Pay-out form | Cash payment (short-term component) Cash payment = Single Incentive x 67% | DRDGOLD Shares (long-term component) Deferred DRDGOLD shares = Single Incentive x 33% + any approved retention award | |||
Pay-out period | Settled annually for all employees | Vesting in tranches over five years for Category 25 and 26 (F-band) and over three years for Category 19 to 24 (D Upper - E Upper) participants, without further performance conditions and subject to continued employment. | |||
Basis of award | Group and individual scorecards for initial award. | ||||
Safeguards | The quantum and award of the Single Incentive will be tested against certain safeguards including a specified percentage of profit before tax 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 | Paterson grade | Scorecard On-target Percentage | Performance Multiplier Weighting | |||
Company | Personal | |||||||
Top Management, Strategic Intent | CEO | F Upper | 90% | 90% | 10% | |||
CFO | F Lower | 75% | 90% | 10% | ||||
General Management, Strategic Execution | General Managers | E Upper | 60% | 90% | 10% | |||
Senior and Middle Management | Heads of Department | E Lower | 45% | 90% | 10% | |||
Middle management, qualified and experienced professionals | D Upper | 45% | 90% | 10% | ||||
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DRDGOLD Limited Form 20-F 2026 | ||
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Group scorecard
Area | Measure | Weight | Threshold | Target | Stretch | Measures | |
0% | 100% | 200% | |||||
Shareholders (20%) | Relative total shareholder return | 10.0% | Median | Halfway between median / upper quartile | Upper quartile | Relative to that of comparators | |
Return on equity | 10.0% | Cost of equity | Cost of equity plus 3% | Cost of equity plus 6% | Return higher than weighted average cost of capital | ||
Financial (30%) | Cash operating cost (R/ton) | 10.0% | 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) | 10.0% | ||||||
All-in sustaining cost (R/kg) | 10.0% | ||||||
Operations (25%) | Production (kgs) | 15.0% | 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) | 10.0% | ||||||
Current scorecard modifier evaluation (ESG factors) (10%) | Environmental | 2.0% | Under- performance | Meets expectations | Exceptional | Based on current scorecard modifier evaluation, a portfolio of evidence compiled. | |
Health & safety | 2.0% | ||||||
Local economic development | 2.0% | ||||||
Human resources development | 2.0% | ||||||
Transformation | 2.0% | ||||||
Strategic Capital Spend Vision 2028 (15%) | Schedule | 10.5% | 85%x Schedule | 90%x Schedule | Schedule | Based on achieving critical milestones as per the project schedule. | |
Budget | 4.5% | 115%x Budget | 110%x Budget | Budget | Based on budgeted growth capex. |
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 performance", 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
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DRDGOLD Limited Form 20-F 2026 | ||
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Termination and adjustment rules
Active employees | Participation is only for active employees within the category 19-26 band, unless determined by the Remuneration Committee. “Active” excludes employees serving their notice period. |
Temporary occupation | Any person temporarily occupying a position is not eligible to participate in the SI scheme based on this temporary position. |
Determination period | Annually. |
Eligibility and value | Subject to the Remunerations Committee's discretion. |
Service period | Employee must be rendering services in the year the SI relates to. |
New appointment | Pro-rated based on the number of months served during the applicable period. |
No-fault termination | Awards and vesting in line with the SIP rules. |
Pending disciplinary/poor work performance | Award or settlement suspended until proceedings concluded. Grant or settlement at the Remunerations Committee's discretion. |
6F. ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7A. MAJOR SHAREHOLDERS
On August 27, 2025, 1,726,955 new ordinary shares were issued in terms of the employee SIP incorporating the DSP. A further
1,082,033 new ordinary shares were issued in terms of the ELTI scheme on October 20, 2025, for the purposes of settling the
conditional shares vesting on October 19, 2025.
As of June 30, 2026, our issued capital consisted of:
•867,397,699 ordinary shares of no par value; and
•5,000,000 cumulative preference shares.
To our knowledge, as of June 30, 2026, 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. During August 2025, Sibanye-Stillwater
purchased 1.4 million additional shares in the market due to the new share issuances made by the Company to settle its employee
share plan, as described in "Item 6E. Share Ownership". Accordingly, Sibanye-Stillwater's shareholding as at June 30, 2026 remained
at 50.1%.
Subsequent to year end, 1,358,826 new ordinary shares were issued in terms of the employee SIP incorporating the DSP on
September 2, 2026, increasing the total issued ordinary shares to 868,756,525.
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 June 30, 2026:
•there were 15,596 record holders of our ordinary shares, including those shares held as part of our ADR program;
•there were 476 registered holders of our ADRs in the United States, who held approximately 174,442,067 shares (17,444,207 ADRs)
or approximately 20.11% of our ordinary shares; and
•there was one record holder of our cumulative preference shares in South Africa, who held 5,000,000 cumulative preference shares
or 100% of our cumulative preference shares.
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of June 30, 2026 by:
•each of our directors and prescribed officers; and
•any person whom the directors are aware of as at June 30, 2026 who is interested directly or indirectly in 1% or more of our ordinary
shares.
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Shares Beneficially owned | ||
Holder | Number | Percent of outstanding ordinary shares |
Directors/prescribed officers | ||
D.J. Pretorius | 999,816 | * |
H Hooijer | 161,940 | * |
W.J. Schoeman | 25,000 | * |
Other | ||
SIBANYE GOLD PROPRIETARY LIMITED | 434,558,944 | 50.10% |
JP MORGAN CHASE BANK | 174,442,067 | 20.11% |
GOVERNMENT EMPLOYEES PENSION FUND | 69,967,412 | 8.07% |
CITICLIENT NOMINEES NO 8 | 17,066,659 | 1.97% |
ALLAN GRAY | 13,426,553 | 1.55% |
VANGUARD TOTAL INTERNATIONAL STOCK | 13,270,512 | 1.53% |
*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 materialize 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"
Balances owing to related parties are disclosed in "Item 18. Financial Statements - Note 15 - Trade and other payables"
Remuneration paid to key management is disclosed in "Item 18. Financial Statements - Note 18.2 – Transactions with key
management personnel."
Interest in subsidiaries is disclosed in "Item 18. Financial Statements - Note 21 - Interest in subsidiaries."
Subsidiary held for sale is disclosed in "Item 18. Financial Statements - Note 22 - Asset held for sale."
Refer to "Item 18. Financial Statements - Note 28 - Related parties."
7C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
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".
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DRDGOLD Limited Form 20-F 2026 | ||
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8B. SIGNIFICANT CHANGES
Significant changes that have occurred since June 30, 2026, 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".
ITEM 9. THE OFFER AND LISTING
9A. OFFER AND LISTING DETAILS
The principal trading market for our equity securities is the Johannesburg Stock Exchange (“JSE”) (symbol: DRD). In addition, our
ordinary shares have a secondary listing on A2X, where trading commenced on September 5, 2023, and our ADRs trade on the New
York Stock Exchange (symbol: DRD).
The ADRs are issued by JPMorgan Chase Bank, N.A, as depositary and managed by transfer secretary, Computershare Shareowner
Services. 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,
2026, 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
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, 2026, we had authorized for issuance 1,500,000,000 ordinary shares of no par value, and 5,000,000 cumulative
preference shares of R0.10 par value. On this date, we had issued 867,397,699 ordinary shares. On September 2, 2026, 1,358,826
new ordinary shares were issued in terms of the SIP incorporating the DSP, increasing the issued ordinary shares as of September 30,
2026 to 868,756,525.
Set out below are brief summaries of certain provisions of our Memorandum of Incorporation ("MOI"), the Companies Act of South
Africa and the JSE Listings Requirements, all as in effect on June 30, 2026. 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 MOI, the
main object and business of our company is mining and exploration for gold and other minerals.
Borrowing Powers
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.
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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 V Report on Corporate Governance for South Africa, 2025 (King V) was released on October 31, 2025, superseding King IV,
and is effective for financial years commencing on or after January 1, 2026, with early adoption encouraged. The Company did not
elect to early adopt King V and has therefore continued to apply and report against the principles of King IV during the current
reporting period. Like its predecessor, King V follows an "apply and explain" application regime, requiring organizations to
meaningfully demonstrate how the governance principles have been applied in practice. The JSE Limited continues to require listed
companies to apply the King corporate governance principles as incorporated into the JSE Listings Requirements.
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.
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 the
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
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.
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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, 2026, 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.
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.
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10C. MATERIAL CONTRACTS
R500 million General Banking Facility and R1,500 million Revolving Credit Facility
DRDGOLD secured a R500 million general bank facility (“GBF”) with Nedbank Limited (acting through its Corporate and Investment
banking division) (“Nedbank”) on June 28, 2024, as we embark on our expanded capital program for repositioning in 2028. In
addition to the GBF, on July 31, 2024, DRDGOLD entered into a five-year R1 billion Revolving Credit facility (“RCF”) with a
R500 million accordion option with Nedbank.
The GBF bears interest at the South African Prime Interest Rate less 250 basis points nominal annual compounded monthly.
DRDGOLD is required to pay a 20 basis points (excluding VAT) per annum unutilized facility fee calculated on the average monthly
unutilized portion of the GBF. There are no financial covenants related to the GBF. Pursuant to the conclusion of the RCF described
below, an amended and restated facility letter was entered into on August 8, 2024 in order to incorporate the terms of the RCF.
DRDGOLD may elect an interest period of one or three months for a loan drawn down against the RCF facility. Loans with a one
month interest period bear interest at JIBAR plus a margin of 1.5779% and loans with a three month interest period bear interest at
JIBAR plus 1.58%. A commitment fee of 30% of the margin that applies to loans with an interest period of 3 months per annum applies
on the available commitment for the availability period. A utilization fee of 0.1% per annum applies on each loan for each day that the
aggregate of the loans is more than 33.33% but less than 66.67% of the commitment and 0.2% per annum on each loan for each day
that the aggregate of the loans is equal to or more than 66.67% of the commitment. A debt origination fee of 0.25% of the committed
R1 billion was applicable.
Relevant financial covenants pertaining to the RCF include that at each measurement date and for the measurement period(1) to which
such measurement date relates(i) the interest cover ratio(2) shall not be less than 4 times and (ii) the leverage ratio shall not exceed 2
times net debt(3) to adjusted EBITDA Ratio shall not exceed 2 times.
(1)"Interest Cover" means the ratio of EBITDA to Net Finance Charges in respect of any Relevant Period.
(2)"Total Net Debt" means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings.
During financial year 2025, the GBF was amended to include a R120 million guarantees facility. During fiscal year 2026 this was
increased by an additional R61 million, increasing the guarantee facility to R181 million, which has been fully utilized.
The description of the GBF and the RCF is qualified by reference to the GBF and the RCF agreements filed herewith as Exhibits.
Agreement to construct the RTSF
FWGR is currently constructing the RTSF to complete phase 2 of its life-of-mine plan and to generate sufficient tailings capacity for
further expansion to the western side of Johannesburg by acquiring more resources. In June 2024, FWGR entered into an agreement
with Stefanutti Stocks Inland, a division of Stefanutti Stocks Proprietary Limited (“Stefanutti Stocks”), pursuant to which Stefanutti
Stocks will construct the RTSF.
The contract price for the construction amounts to R1.3 billion and will be settled based on certain specified payment milestones.
Each payment milestone will be determined based on percentage of work completed and a bill of quantities and is expected to be
settled in full by fiscal year 2027.
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 Financial Surveillance 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 Currency and Exchanges Manual for Authorised Dealers, or the Authorised Dealer Manual,
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 Authorised Dealer
Manual, 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 eSwatini. 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.
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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.
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 R5 billion to finance approved
investments abroad and up to R5 billion to finance approved new investments in African countries per calendar year. Investments in
excess of R5 billion require the approval of the Financial Surveillance Department. 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 Authorised Dealer Manual.
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.
Private individuals who cease to be residents for tax purposes are entitled to transfer their assets abroad subject to obtaining a Tax
Compliance Status letter from SARS. The balance of such individuals’ funds will be held under the control of an authorized dealer.
These 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 a South African exchange which are deposited with an authorized
dealer and not released except temporarily for switching purposes, without the approval of the Financial Surveillance Department.
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 ceasing tax residency 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.
In April 2026, Draft Capital Flow Management Regulations were published to replace the Regulations. The deadline for public
comment on the draft regulations was June 30, 2026. The draft regulations also incorporate crypto assets within the capital flow
management framework. This development signals a potential fundamental shift in the regulatory framework from exchange controls
to capital flow management. However until these Regulations become effective, the current Exchange Control dispensation as set out
above is still applicable.
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.
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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 JP Morgan Chase Bank, as the depositary. 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.
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 and Interest
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.
Section 64F of the Income Tax Act, 1962 or 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. For dividends paid to non-
residents the rate of dividend tax is 20%, unless an applicable Double Tax Agreement grants a reduction in the dividends tax rate.
Interest earned by a non-resident natural person on a debt instrument issued by a South African company will be regarded as being
derived from a South African source but is generally exempt from South African normal income tax 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.
South Africa levies a withholding tax on interest at the rate of 15% on interest paid by any person to or for the benefit of a non-resident
from a South African source in terms of Part IVB of the Income Tax Act, unless an applicable Double Tax Agreement grants a
reduction in the interest withholding tax rate.
Corporate Income Tax Rates and other relevant provisions
In fiscal years 2026, the tax rates for taxable mining income for Ergo was 25.7% (2025: nil) and for FWGR was nil (2025: nil). The gold
mining tax formula for determining the South African gold mining tax rate for fiscal 2026 was Y = 33 - 165/X (fiscal year 2025: 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 gold mining income derived, expressed as a percentage. The tax rate for non-mining taxable income was 27% for both fiscal
years 2026 and 2025 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, 2023. 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, 2023.
U.S. Federal Income Tax Considerations
The following is a summary of the U.S. federal income tax considerations generally applicable to U.S. Holders on the 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.
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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 US Dollar, or persons that actually or constructively own ten percent or
more of the voting power or value of our shares).
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 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 non-U.S., 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.
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For U.S. foreign tax credit purposes, dividends received on ordinary shares or ADRs 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 the 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 U.S. Treasury regulations (“Final FTC Regulations”) impose 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. However, the IRS has issued notices (the “Notices”) indicating that the U.S. Treasury and the IRS are considering proposing
amendments to the Final FTC Regulations and allow taxpayers, subject to certain conditions, to defer the application of many aspects
of the Final FTC Regulations until the date when a notice or other guidance withdrawing or modifying this temporary relief is issued (or
any later date specified in such notice or other guidance). 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.
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 distribution 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 that is 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.
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We believe that we were not a PFIC for the prior taxable year. 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.
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. Subject to the Notices described above, under the Final FTC Regulations,
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 imposed on disposition gains in
their particular circumstances.
In the case of a cash basis U.S. Holder who receives Rand 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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DRDGOLD Limited Form 20-F 2026 | ||
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
We are exposed to market risks arising in the ordinary course of business, principally commodity price risk, foreign currency risk and
interest rate risk. Our objective is to manage these risks in a manner that supports our operational and strategic objectives while
preserving financial flexibility. Detailed quantitative and qualitative information regarding these risks, including sensitivity analyses, is
provided in "Item 18. Financial Statements - Note 27 - Financial instruments" to the consolidated financial statements.
Commodity price risk
Our revenues, cash flows and profitability are substantially dependent on the Rand gold price, which is influenced by both the
international U.S. Dollar gold price and the U.S. Dollar/Rand exchange rate. Fluctuations in the Rand gold price may materially affect
our financial position, results of operations, cash flows and the economic viability of our mineral reserves and resources.
Consistent with our long-term strategy, we generally remain unhedged and did not enter into material gold hedging arrangements
during fiscal year 2026.
Foreign currency risk
Although our functional and reporting currency is the South African Rand, gold sales are denominated in U.S. Dollars while
substantially all operating and capital costs are incurred in Rand. As a result, our operating results and cash flows are exposed to
fluctuations in the U.S. Dollar/Rand exchange rate.
We did not enter into material foreign currency hedging arrangements during fiscal year 2026.
Interest rate risk
Our exposure to interest rate risk arises primarily from cash and cash equivalents, investments and other interest-bearing financial
assets. Changes in market interest rates may affect the returns earned on these balances and, where applicable, the cost of
borrowings.
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
JP Morgan Chase Bank ("JP Morgan") was appointed as the depositary bank (“Depositary”) for DRDGOLD’s American Depositary
Receipt program, effective June 30, 2025. Prior to JP Morgan Chase Bank’s appointment, the Bank of New York Mellon served as
DRDGOLD’s Depositary.
DRDGOLD’s American Depositary 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 Depositary Receipts, or ADRs, issued by JP Morgan
Chase Bank, as Depositary under the Deposit Agreement dated as of May 29, 2025, among DRDGOLD Limited, JP Morgan Chase
Bank and owners and beneficial owners of ADRs from time to time.
ADR holders may have to pay the following service fees to the Depositary:
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 | 5 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) | |
1These 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.
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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 described above at the time the relevant service is provided. Fees for cash distributions may be
deducted from amounts distributed or satisfied through the sale of distributable property. The Depositary may also collect annual
depositary service fees by deduction from cash distributions, direct billing of investors, or through participants acting on their behalf.
The Depositary may refuse to provide fee-attracting services until outstanding fees have been paid.
Depositary Payments
JP Morgan, as Depositary, agreed to reimburse DRDGOLD an amount mainly consisting of accumulated contributions towards the
Company’s investor relations activities (including investor meetings, conferences and fees of investor relations service vendors).
DRDGOLD is entitled to a 97% (June 30, 2025 and June 30, 2024: Bank of New York Mellon reimbursed 25%) share of the dividend
fees which amounts to approximately $904 807 for the year ended June 30, 2026 (June 30, 2025: $68 010, June 30, 2024: $90 988).
After the deduction of other fees, the annual reimbursement for the year ended June 30, 2026 amounts to approximately $785 965
(June 30, 2025: $35 135, June 30, 2024: $75 000).
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
15(a). Disclosure Controls and Procedures
As of June 30, 2026, our management, with the participation of our Chief Executive Officer and Chief Financial Officer has 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, 2026.
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.
15(b). 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 Accounting Standards. 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 Accounting Standards, 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.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
80 | ||
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. 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, 2026 our internal control over financial reporting was effective.
15(c). Attestation Report of the independent registered public accounting firm
The effectiveness of internal control over financial reporting as of June 30, 2026 was audited by BDO South Africa Inc., independent
registered public accounting firm, as stated in their report included in "Item 18. Financial Statements".
15(d). Changes in Internal Control Over Financial Reporting
During the year ended June 30, 2026, 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
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 NYSE, and rules promulgated by the SEC and
independent both under the NYSE 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 Business Conduct and Ethics that applies to all senior executives including our Non-Executive Chairman,
the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors at our mining operations as well as all other
employees. In the 2025 fiscal year we updated the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics
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 years ended June 30, 2026 and
2025. 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.
to us in fiscal year 2026 and 2025 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 | |||
2026 | 2025 | |||
Rm | Rm | |||
Audit fees | 8.8 | 8.5 | ||
All other fees | 0.8 | 0.7 | ||
Total | 9.6 | 9.2 | ||
All Other Fees
The all other fees during fiscal year 2026 consist of the following:
•R0.8 million with respect to limited assurance provided by BDO Advisory Services (Pty) Ltd on specified items contained in our
Annual Integrated Report for fiscal year 2026;
The all other fees during fiscal year 2025 consist of the following:
•R0.7 million with respect to limited assurance provided by BDO Advisory Services (Pty) Ltd on specified items contained in our
Annual Integrated Report for fiscal year 2025.
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 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.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
81 | ||
ITEM 16G. CORPORATE GOVERNANCE
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 Listings Requirements of the JSE (the “JSE Listings 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 Listings 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 Listings 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 Listings Requirements merely require the appointment of such a committee but not that its members be
independent. DRDGOLD has appointed a Remuneration Committee, currently comprising six Board members, all of whom are
independent under both the JSE Listings Requirements and the NYSE Listing Standards, except for RA Brady and TJ Cumming.
ITEM 16H. MINE SAFETY DISCLOSURES
Not applicable
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
ITEM 16J. INSIDER TRADING POLICIES
senior management and employees. Refer to “Directors' and Employees' Dealing Policy and Procedures” as contained in Exhibit 11.1
for further details.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
82 | ||
ITEM 16K. CYBERSECURITY
Processes for identifying and assessing material cybersecurity risks
DRDGOLD's operations rely on digital systems and infrastructure to support mining, processing, renewable energy and corporate
activities. The Group has established processes to identify, assess and manage cybersecurity risks that could affect its operations,
assets, information systems or stakeholders. Cybersecurity risks are evaluated through periodic risk assessments performed by the
Information Technology and Risk & Assurance functions using tools and methodologies aligned with recognised cybersecurity
frameworks, including ISO/IEC 27001, the NIST Cybersecurity Framework and the CIS Critical Security Controls. These assessments
consider threats to information systems, operational technology, data confidentiality, system availability and third-party connectivity.
The Group's cybersecurity programme incorporates continuous monitoring activities, employee awareness training, vulnerability
identification, control self-assessments and independent assurance reviews. An external cybersecurity assurance provider is
engaged through the Combined Assurance Framework to evaluate the effectiveness of cybersecurity risk management processes
and key controls.
Cybersecurity risks are integrated into DRDGOLD's Enterprise Risk Management ("ERM") framework and are assessed using the
same risk identification, evaluation, mitigation and reporting processes applied to other strategic, operational, financial and
considered when evaluating the Group's overall risk profile and risk appetite.
management processes.
Governance
response capabilities, and is responsible for the day-to-day management of cybersecurity risks, implementation of security controls
and remediation of identified vulnerabilities and control deficiencies.
Management receives information regarding cybersecurity risks and control effectiveness through ongoing monitoring activities, risk
assessments, assurance reviews and incident management processes. Cybersecurity matters are periodically reported to executive
management and considered as part of the Group's broader risk management and business resilience processes.
Committee, which receives periodic reports regarding cybersecurity risks, emerging threat trends, control effectiveness and
cybersecurity risks and reports significant matters to the Board.
the Group's control environment and financial reporting processes. Through these governance structures, the Board maintains
oversight of material cybersecurity risks and management's response to such risks.
Cybersecurity incidents
During the financial year ended June 30, 2026, DRDGOLD did not identify any cybersecurity incidents that had a material impact, or
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
83 | ||
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-4 | ||||
Reports for the years ended 30 June 2026, 2025 and 2024 - BDO South Africa Inc. | ||||||
Consolidated statement of profit or loss and other comprehensive income for the years ended 30 June 2026, 2025 and 2024 | ||||||
Consolidated statement of financial position at 30 June 2026 and 2025 | ||||||
Consolidated statement of changes in equity for the years ended 30 June 2026, 2025 and 2024 | ||||||
Consolidated statement of cash flows for the years ended 30 June 2026, 2025 and 2024 | ||||||
Notes to the consolidated financial statements | ||||||
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 | |||||
Administration expenses and other costs | 5.2 | |||||
Finance income | 6 | |||||
Finance expense | 7 | |||||
Earnings per share | 8 | |||||
Resource assets and related liabilities | ||||||
Property, plant and equipment | 9 | |||||
Provision for environmental rehabilitation | 10 | |||||
Investments in rehabilitation and other funds | 11 | |||||
Working capital | ||||||
Cash and cash equivalents | 12 | |||||
Cash generated from operations | 13 | |||||
Trade and other receivables | 14 | |||||
Trade and other payables | 15 | |||||
Inventories | 16 | |||||
Tax | ||||||
Income tax | 17 | |||||
Income tax expense | 17.1 | |||||
Deferred tax | 17.2 | |||||
Current tax receivable/liability | 17.3 | |||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
84 | ||
ITEM 18. FINANCIAL STATEMENTS | ||||||
Employee matters | ||||||
Employee benefits | 18 | |||||
Equity-settled long-term incentive schemes | 18.1 | |||||
Transactions with key management personnel | 18.2 | |||||
Capital and equity | ||||||
Capital management | 19 | |||||
Equity | 20 | |||||
Stated Share Capital | 20.1 | |||||
Dividends | 20.2 | |||||
Disclosure items | ||||||
Interest in subsidiaries | 21 | |||||
Asset held for sale | 22 | |||||
Operating segments | 23 | |||||
Payments made under protest | 24 | |||||
Other investments | 25 | |||||
Rand Refinery | 25.1 | |||||
Contingencies | 26 | |||||
Contingent liability for occupational lung diseases | 26.1 | |||||
Contingent liability for environmental rehabilitation | 26.2 | |||||
Contingencies regarding Ekurhuleni Metropolitan Municipality electricity tariff dispute | 26.3 | |||||
Contingent liability for the summons received from Benoni Gold Mine | 26.4 | |||||
Financial instruments | 27 | |||||
Related parties | 28 | |||||
Subsequent events | 29 | |||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-1 | ||
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, 2026 and 2025, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and
cash flows for each of the three years in the period ended June 30, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the three
years in the period ended June 30, 2026, in conformity with IFRS Accounting 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, 2026, 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 2, 2026 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 audits. 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
audit 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.
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, 2026, the Company’s provision for environmental rehabilitation totaled to R 721.4 million. As discussed in note 10 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 which are developed in
accordance with regulatory requirements as well as the Company’s life-of-mine (“LOM”) and influences the estimated timing of the
rehabilitation cash outflows, and the planned method of rehabilitation of reclamation sites and deposition facilities.
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, inflation rate, discount periods and the projected timing of cash flows over the
expected life-of-mine used in the computation of the present value and (ii) gross rehabilitation costs, which required the use of
professionals with specialized skill and knowledge.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-2 | ||
Report of Independent Registered Public Accounting Firm
The primary procedures we performed to address this critical audit matter included:
•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;
–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 estimated quantities of economically recoverable gold in the approved LOM plan,
confirming that it is compliant with the environmental management plans as approved by the Department of Mineral and
Petroleum Resources, where applicable, aligned with current industry practices and regulatory requirements, comparing
selected inputs to the group’s mineral reserves and resources report, reviewed by the independent mineral reserves and
resources experts and evaluated the closure liability estimate focusing on key financial and operational items; and
–The auditor’s expert assessed the site layout and closure cost categories, methodologies, legislative framework, model
structure and infrastructure measurements.
•Evaluating the reasonableness of the estimated cost of rehabilitation. This was performed by:
–Testing a sample of projected closure costs and quantities that form the basis of the gross closure liability calculation to assess
completeness and accuracy. This involved agreeing the projected costs to supporting audit evidence, recalculating the
underlying quantities used in the gross closure cost calculation, and agreeing those quantities to relevant audit evidence;
–Testing a sample of year-on-year movements in the cost items and evaluating the changes against audit evidence relating to
changes in the method of rehabilitation, changes in the underlying quantities and changes in the third-party contractor rates;
and
–Assessing the timing of the cash flows, discount rates and inflation rates applied to calculate the present value of estimated
costs of rehabilitation by comparing the rates applied by management to the yields on government bonds with maturities
approximating the timing of cash flows also including reasonableness of inflation used by management.
Evaluation of deferred tax liabilities related to the Ergo and FWGR operations
At June 30, 2026, the Company’s net deferred tax liability totaled R 2,891 million. As discussed in note 17.2 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 forecasted 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:
•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.
•Testing the company’s mineral resources experts’ reports by vouching a sample of reported reclamation sites to environmental
approvals or mining rights. This was performed by:
–Evaluating the methodology and key assumptions used to measure quantities of economically recoverable gold against
industry norms.
–Using our technical mining advisory expertise to evaluate the key assumptions, including:
•Verification and validation of the technical data, estimation inputs, and methodologies applied;
•Utilizing mineral resource professionals with specialized skills and knowledge, who assisted in assessing the
reasonableness of the LOM assumptions;
•Evaluating the completeness, transparency, and technical robustness of the supporting documentation;
•Assessing the credibility and consistency of the Mineral Resource statements; and
•Evaluating the material risks, uncertainties, and key assumptions underpinning the Mineral Resource estimates and their
demonstrated economic viability.
–Assessed the reasonableness of the LOM plan and the key assumptions used in the LOM report, including forecast commodity
prices, exchange rates, operating costs, and capital expenditures. We involved our auditor's specialist to assist in evaluating
these assumptions due to the significant judgment and estimation uncertainty inherent in determining future economic
performance and recoverable amounts.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-3 | ||
Report of Independent Registered Public Accounting Firm
•Testing the LOM report. This was performed by:
–Vouching a sample of reported reclamation sites to environmental approvals, mining rights, and other regulatory documentation
to assess whether the reported sites are valid and supported by appropriate approvals;
–Evaluating the methodology and key assumptions used to determine quantities of economically recoverable gold, including
comparing these assumptions to industry practices, internal technical guidance, and external benchmarks; and
–Engaging our own auditor’s expert to independently assess the reasonableness of the LOM reports, including verifying the
accuracy of the reported mineral resources and reserves, and assessing whether the quantities disclosed are consistent with
the underlying geological data and industry standards.
•Evaluating the reasonableness of the assumptions and estimates applied in calculating the expected future profitability. This was
performed by:
–Evaluating the reasonableness of total estimated quantities of economically recoverable gold in the LOM plan and agreeing a
selection of period-to-period movements to actual production and adjustments recorded in the experts’ reports;
–Comparing forecasted Rand gold prices to independent analyst reports;
–Obtained the operating and capital expenses used in the forecast and assessed the completeness and accuracy when
compared to prior period actuals and reasonability of forecasts; and
–Comparing historical projections of the Rand gold price and estimated recoverable quantities to actual results and
management’s forecasted weighted average tax rate calculation for reasonability.
•Performing a sensitivity analysis to assess the impact of the forecasted rand gold prices and estimated quantities of economically
recoverable gold, the expected future profitability and the resulting forecasted weighted average tax rate.
/s/ BDO South Africa Incorporated
We have served as the Company's auditor since 2023.
October 2, 2026
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-4 | ||
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, 2026, 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, 2026, 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, 2026 and 2025, the consolidated statement
of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended
June 30, 2026 and the related notes dated October 2, 2026, and 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 15(b), 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 Incorporated
We have served as the Company’s auditor since 2023.
Johannesburg, Republic of South Africa
October 2, 2026
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-5 | ||
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 30 June 2026
Amounts in R million | Note | 2026 | 2025 | 2024 | ||
Revenue | 4 | |||||
Cost of sales | 5.1 | ( | ( | ( | ||
Gross Profit from operating activities | ||||||
Other income | ||||||
Administration expenses and other costs | 5.2 | ( | ( | ( | ||
Loss on disposal of subsidiary | 22 | ( | ||||
Results from operating activities | ||||||
Finance income | 6 | |||||
Finance expense | 7 | ( | ( | ( | ||
Profit before tax | ||||||
Income tax | 17.1 | ( | ( | ( | ||
Profit for the year1 | ||||||
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 | ||||||
Fair value adjustment on equity investments at fair value through other comprehensive income | 25 | |||||
Deferred tax thereon | 17.2 | ( | ( | ( | ||
Total other comprehensive income for the year | ||||||
Total comprehensive income for the year | ||||||
Earnings per share | ||||||
Basic earnings per share (SA cents per share) | 8 | |||||
Diluted basic earnings per share (SA cents per share) | 8 |
12025: Included in profit for the year and total comprehensive income for the year is a loss from subsidiary held for sale of R2.1 million. Of this loss,
R1.0 million is attributable to non-controlling interest (“NCI”).
The accompanying notes are an integral part of these consolidated financial statements.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-6 | ||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June 2026
Amounts in R million | Note | 2026 | 2025 | ||
ASSETS | |||||
Non-current assets | |||||
Property, plant and equipment | 9 | ||||
Investments in rehabilitation and other funds | 11 | ||||
Payments made under protest | 24 | ||||
Other investments | 25 | ||||
Deferred tax asset | 17.2 | ||||
Current Assets | |||||
Inventories | 16 | ||||
Current tax receivable | 17.3 | ||||
Trade and other receivables | 14 | ||||
Asset held for sale | 22 | ||||
Cash and cash equivalents | 12 | ||||
TOTAL ASSETS | |||||
EQUITY AND LIABILITIES | |||||
Equity | |||||
Stated share capital | 20.1 | ||||
Retained earnings | |||||
Non-current liabilities | |||||
Provision for environmental rehabilitation | 10 | ||||
Deferred tax liability | 17.2 | ||||
Liability for post-retirement medical benefits | |||||
Lease liabilities | |||||
Current liabilities | |||||
Trade and other payables | 15 | ||||
Lease liabilities | |||||
Current tax liability | 17.3 | ||||
Liabilities directly associated with the asset held for sale | 22 | ||||
Total Liabilities | |||||
TOTAL EQUITY AND LIABILITIES |
The accompanying notes are an integral part of these consolidated financial statements.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-7 | ||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2026
Stated share | Retained | Total | |||
Amounts in R million | Note | capital | earnings | equity | |
Balance at 30 June 2023 | |||||
Total comprehensive income | |||||
Profit for the year | |||||
Other comprehensive income | |||||
Total comprehensive income | — | ||||
Transactions with the owners of the parent | |||||
Contributions and distributions | |||||
Treasury shares disposed1 | 20.1, 18.1 | ( | |||
Dividend on ordinary shares | 20.2 | ( | ( | ||
Equity-settled share-based payment expense | 18.1 | ||||
Equity-settled share-based payment income tax impact on equity | 18 | ( | ( | ||
Equity-settled share-based payment vesting impact on equity | |||||
Total contributions and distributions | ( | ( | |||
Balance at 30 June 2024 | 20.1 | ||||
Total comprehensive income | |||||
Profit for the year | |||||
Other comprehensive income | |||||
Total comprehensive income | — | ||||
Transactions with the owners of the parent | |||||
Contributions and distributions | |||||
Treasury shares disposed1 | 20.1, 18.1 | ( | |||
Dividend on ordinary shares | 20.2 | ( | ( | ||
Equity-settled share-based payment expense | 18.1 | ||||
Equity-settled share-based payment income tax impact on equity | 18 | ||||
Equity-settled share-based payment vesting impact on equity | |||||
Total contributions and distributions | ( | ( | |||
Transactions with non-controlling interest | |||||
Loss attributable to NCI | ( | ( | |||
Balance at 30 June 2025 | 20.1 | ||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-8 | ||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
continued
for the year ended 30 June 2026
Stated share | Retained | Total | |||
Amounts in R million | Note | capital | earnings | equity | |
Total comprehensive income | |||||
Profit for the year | |||||
Other comprehensive income | |||||
Total comprehensive income | — | ||||
Transactions with the owners of the parent | |||||
Contributions and distributions | |||||
Treasury shares disposed1 | 20.1, 18.1 | ( | |||
Shares issued for the grant/vesting of the equity-settled share-based payment2 | 18.1 | ( | |||
Dividend on ordinary shares | 20.2 | ( | ( | ||
Equity-settled share-based payment expense | 18.1 | ||||
Equity-settled share-based payment income tax impact on equity | 17.2, 17.3 | ( | ( | ||
Equity-settled share-based payment vesting impact on equity | ( | ( | |||
Shareholder contribution – Acquisition of Kloof 2 dump | 10 | ||||
Total contributions and distributions | ( | ( | |||
Balance at 30 June 2026 | 20.1 | ||||
R54.2 million.
The accompanying notes are an integral part of these consolidated financial statements.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-9 | ||
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2026
Amounts in R million | Note | 2026 | 2025 | 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Cash generated from operations | 13 | |||||
Finance income received | 6 | |||||
Dividends received | 6 | |||||
Finance expense paid | 7 | ( | ( | ( | ||
Income tax (paid)/received | 17.3 | ( | ( | |||
Net cash inflow from operating activities | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Acquisition of property, plant and equipment | 9, 22 | ( | ( | ( | ||
Proceeds on disposal of property, plant and equipment | ||||||
Investment in rehabilitation and other funds | ( | |||||
Proceeds from disposal of subsidiary | 22 | |||||
Contribution to other investments | 25 | ( | ||||
Environmental rehabilitation payments to reduce liabilities with a related asset | 10 | ( | ( | ( | ||
Net cash outflow from investing activities | ( | ( | ( | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Dividends paid on ordinary shares | 20.2 | ( | ( | ( | ||
Acquisition of minority interest in Stellar | 22 | ( | ||||
Repayment of lease liabilities | ( | ( | ( | |||
Net cash outflow from financing activities | ( | ( | ( | |||
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | ( | |||||
Impact of fluctuations in exchange rate on cash held in foreign currencies | ( | |||||
Cash and cash equivalents at the beginning of the year | ||||||
Cash and cash equivalents at the end of the year | 12 |
The accompanying notes are an integral part of these consolidated financial statements.
 | ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-10 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2026
1ABOUT THESE CONSOLIDATED FINANCIAL STATEMENTS
Reporting entity The DRDGOLD Group is primarily involved in the extraction of gold from the retreatment of surface mine tailings. 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 Stillwater Limited (“Sibanye-Stillwater”). | |||||
Basis of accounting The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards Accounting Standards (“IFRS Accounting Standards”) and its interpretations issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements were approved by the board of directors of the Company (“Board”) for issuance on 30 September 2026. The directors believe that the Group has adequate resources to continue as a going concern for the foreseeable future. The | |||||
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 | 2026 | 2025 | 2024 | ||
Spot rate at year end | |||||
Average prevailing rate for the financial year | |||||
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 recognised 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. | |||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-11 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
2USE 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 10 PROVISION FOR ENVIRONMENTAL REHABILITATION NOTE 17 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 | ||
3NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS
New standards, amendments to standards and interpretations effective for the year ended 30 June 2026 During the financial year, the following new and revised accounting standards, amendments to standards and new interpretations were adopted by the Group. Disclosures about Uncertainties in the Financial Statements - Illustrative Examples Illustrative examples were issued illustrating how an entity applies the requirements in IFRS Accounting Standards to disclose the effects of uncertainties in its financial statements. The examples do not add to or change requirements in IFRS Accounting Standards and therefore there are no transition requirements. The amendment did not have a significant impact on the Group. New standards, amendments to standards and interpretations not yet effective for the year ended 30 June 2026 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. Annual improvements to IFRS Accounting Standards (Effective 1 July 2026) The IASB published annual improvements to IFRS Accounting Standards relating to various standards applied by the Group in the consolidated financial statements. The amendments are primarily clarifications, internal referencing updates and editorial changes to IFRS Accounting Standards. The amendment is not expected to have a significant impact on the Group. IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosure (Amendment - Classification and Measurement of Financial Instruments) (Effective 1 July 2026) The amendments provide guidance on the classification of financial assets with contingent features. Under IFRS 9, it was unclear whether the contractual cash flows of some financial assets with Environmental, Social and Governance (“ESG”) - linked features represented the solely payments of principal and interest (“SPPI”) criterion, which is a condition for measurement at amortised cost. The amendments apply to all contingent features, not just ESG-linked features and introduce an additional SPPI test for financial assets with contingent features that are not related directly to a change in basic lending risks or costs. The amendments also include additional disclosures for all financial assets and liabilities that have certain contingent features that are not related directly to a change in basic lending risks or costs, and are not measured at fair value through profit or loss. The amendments to IFRS 9 also clarify when a financial asset and financial liability is recognised and derecognised and provides an exception for certain financial liabilities settled using an electronic payment system. The exception allows for financial liabilities to be derecognised before the settlement date if certain criteria are met. The amendment is not expected to have a significant impact on the Group. | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-12 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
New standards, amendments to standards and interpretations not yet effective for the year ended 30 June 2026 continued IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosure (Contracts Referencing Nature- dependent Electricity (previously Power Purchase Agreements)) (Effective 1 July 2026) The amendments address challenges in contracts referencing nature-dependent electricity, referred to as renewable power purchase agreements (“PPAs”). The amendments include the own-use exemption for purchasers in PPAs and hedge accounting requirements for purchasers and sellers in PPAs. To apply the own-use exemption to a PPA, IFRS 9 currently requires the contract to be for receipt of electricity in line with the entity’s expected purchase or usage requirements. The amendments allow an entity to apply the own-use exemption to PPAs if the entity is, and expects to be, a net-purchaser of electricity for the contract period. The amendment is not expected to have a significant impact on the Group. IFRS 18 Presentation and disclosure in financial statements (Effective 1 July 2027) IFRS 18 was issued to address the need for more relevant information in financial statements. IFRS 18 will have no impact on net profit, however it will change how the Group’s results are presented on the consolidated income statement and information disclosed in the notes to the consolidated financial statements. This also includes disclosure of certain non- GAAP measures, which will form part of the audited consolidated financial statements. IFRS 18 introduces a more structured income statement such as a newly defined subtotal for operating profit and a requirement for entities to allocate all income and expenses between three new distinct categories based on the entity’s main business activities (operating, investing, and financing activities). IFRS 18 also requires entities to analyse their operating expenses directly on the income statement, which is either by nature, by function or using a mixed presentation. IFRS 18 also requires entities to report some of their non-GAAP measures in the financial statements. It introduces a narrow definition for management performance measures (“MPM”) and requires MPMs to be a subtotal of income and expenses that is used in public communications outside of the financial statements and reflective of management’s view of financial performance of an entity as a whole. IFRS 18 is expected to have a significant impact on the presentation of the Consolidated Statement of Profit or Loss and Other Comprehensive Income and the extent of the impact is currently being assessed and will be reported on in the following reporting years. | ||
4REVENUE
ACCOUNTING POLICIES Revenue comprises the sale of gold and silver bullion (produced as a by-product). 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 bullion bank. The Group recognises revenue at a point in time when the Group transfers the gold 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 and silver bullion, which is the settlement date specified in the contract. On the settlement date, 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 delivers/completes the contract and therefore no significant financing component exists. | ||
Amounts in R million | 2026 | 2025 | 2024 | ||||
Gold revenue | |||||||
Silver revenue | |||||||
Total revenue |
A disaggregation of revenue by operating segment is presented in note 23 Operating Segments.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-13 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
4REVENUE 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.
The Group's policy is to remain an unhedged gold producer and, accordingly, it does not ordinarily enter into forward gold
sales contracts to hedge exposure to movements in the US dollar gold price or exchange rates. In circumstances where
medium-term debt is raised to fund growth projects, the Group may enter into price protection arrangements to mitigate
consequential liquidity risk. No such contracts were entered into during the current reporting period.
A change of 20 20
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 | 2026 | 2025 | 2024 | ||||
(2025 and 2024: | |||||||
(2025 and 2024: | ( | ( | ( |
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 10 % (2025: 10 %; 2024 20
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 | 2026 | 2025 | 2024 | ||||
(2025: | |||||||
(2025: | ( | ( | ( | ||||
Due to lower volatility in the Rand to US Dollar exchange rate the sensitivity was reduced in 2025 to | |||||||
5RESULTS FROM OPERATING ACTIVITIES
5.1COST OF SALES
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Cost of sales | ( | ( | ( | ||||
Operating costs (a) | ( | ( | ( | ||||
Movement in gold in process and finished inventories – Gold Bullion | |||||||
Change in estimate of environmental rehabilitation | 10 | ||||||
Depreciation | 9 | ( | ( | ( | |||
(a) The most significant components of operating costs include: | |||||||
Consumable stores | ( | ( | ( | ||||
Labour including short-term incentives | ( | ( | ( | ||||
Electricity | ( | ( | ( | ||||
Specialist service providers | ( | ( | ( | ||||
Machine hire | ( | ( | ( | ||||
Security expenses | ( | ( | ( | ||||
Water | ( | ( | ( | ||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-14 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
5RESULTS FROM OPERATING ACTIVITIES continued
5.1COST OF SALES continued
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 for refinement. As consideration for this service, Sibanye-Stillwater receives a fee based on the smelting costs plus Rand Refinery performs the final refinement and administration of the gold bars delivered and as consideration for this service receives a variable refining fee and administration fee. Rand Refinery is a related party to the Group through the Group's and 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. |
Amounts in R million | 2026 | 2025 | 2024 | ||||
Services rendered by related parties and included in operating costs: | |||||||
Supply of water and electricity1 | ( | ( | ( | ||||
Gold smelting and related charges1 | ( | ( | ( | ||||
Other charges1 | ( | ( | ( | ||||
Gold refining and related charges2 | ( | ( | ( | ||||
( | ( | ( |
1Paid to Sibanye-Stillwater by FWGR.
2Paid to Rand Refinery by Ergo.
5.2ADMINISTRATION EXPENSES AND OTHER COSTS
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Included in administration expenses and other costs are the following: | |||||||
Corporate salaries and short-term incentives | ( | ( | ( | ||||
Share-based payment expense | 18.1 | ( | ( | ( | |||
Information technology costs | ( | ( | ( | ||||
Exploration and project related costs | ( | ( | ( | ||||
Other costs and administration expenses | ( | ( | ( | ||||
( | ( | ( |
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-15 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
6FINANCE INCOME
ACCOUNTING POLICY Finance income includes interest received, growth in investment in Guardrisk, dividends received, the unwinding of the payments made under protest and foreign exchange gains. | ||
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Interest earned on cash and cash equivalents# | 12 | ||||||
Growth in investment in Guardrisk | 11 | ||||||
Dividends received | 25 | ||||||
Unwinding of payments made under protest | 24 | ||||||
Realised/unrealised foreign exchange gain | |||||||
Other finance income# | |||||||
Cash interest received consists of items denoted above (#), including the movement in interest receivable noted in Note 14. | |||||||
7FINANCE 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, the discount recognised on payments made under protest, interest on lease liabilities and foreign exchange losses. | ||
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Interest on financial liabilities measured at amortised cost# | ( | ( | ( | ||||
Unwinding of provision for environmental rehabilitation | 10 | ( | ( | ( | |||
Discount recognised on payments made under protest | 24 | ( | ( | ( | |||
Interest on lease liabilities# | ( | ( | ( | ||||
Realised foreign exchange loss | ( | ( | |||||
Other finance expenses# | ( | ( | |||||
( | ( | ( | |||||
Cash interest paid consists of items denoted above (#). | |||||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-16 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
8EARNINGS PER SHARE
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
The calculations of basic and diluted earnings per ordinary share are based on the following: | |||||||
Profit attributable to equity holders | |||||||
Reconciliation of weighted average number of ordinary shares to diluted weighted average number of ordinary shares | 2026 | 2025 | 2024 | ||||
Weighted average number of ordinary shares in issue | |||||||
Effect of equity-settled share-based payment | |||||||
Dilutive weighted average number of ordinary shares | |||||||
SA cents per share | 2026 | 2025 | 2024 | ||||
Basic earnings per share | |||||||
Diluted basic earnings per share | |||||||
9PROPERTY, 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”) 2016 edition and Subpart 1300 of Regulation S-K. 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. | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-17 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
9PROPERTY, PLANT AND EQUIPMENT continued
ACCOUNTING POLICIES Recognition and measurement Property, plant and equipment comprise mine plant facilities and equipment, mine property and development, solar power plant and BESS and exploration assets. These assets (excluding exploration assets) are initially measured at cost, where after they are measured at cost less accumulated depreciation and accumulated impairment losses. Exploration assets are initially measured at cost, where after 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 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 solar power plant which includes the 60MW solar photovoltaic plant and 160mWh battery energy storage system is depreciated on a straight-line basis over 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 2024: to the addition of the Kloof 2 Dump, which will impact the depreciation in the next financial year. | ||
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 Ergo solar power plant with integrated BESS form part of the Ergo CGU as there is currently no active market for its cash flows which can be generated independently. 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 | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-18 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
Amounts in R million | Note | Mine plant facilities and equipment | Mine property and development | Solar power plant and BESS | Exploration assets | Capital work in progress1 | Total | |||
30 June 2026 | ||||||||||
Cost | ||||||||||
Balance at the beginning of the year | ||||||||||
Additions – property, plant and equipment owned2 | ||||||||||
Additions - right of use assets | ||||||||||
Lease derecognitions | ( | ( | ||||||||
Disposals and scrapping | ( | ( | ( | |||||||
Change in estimate of environmental rehabilitation provision with a related asset | 10 | ( | ||||||||
Transfers between classes of property, plant and equipment | ( | ( | ||||||||
Accumulated depreciation and impairment | ( | ( | ( | ( | ( | |||||
Balance at the beginning of the year | ( | ( | ( | ( | ( | |||||
Depreciation | 5.1 | ( | ( | ( | ( | |||||
Lease derecognitions | ||||||||||
Disposals and scrapping | ||||||||||
Carrying value at end of the year | ||||||||||
Comprising: | ||||||||||
Property, plant and equipment owned | ||||||||||
Right of use assets | ||||||||||
Carrying value at end of the year | ||||||||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-19 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
9 | PROPERTY, PLANT AND EQUIPMENT continued | |||||||||
Amounts in R million | Note | Mine plant facilities and equipment | Mine property and development | Solar power plant and BESS | Exploration assets | Capital work in progress1 | Total | |||
30 June 2025 | ||||||||||
Cost | ||||||||||
Balance at the beginning of the year | ||||||||||
Additions – property, plant and equipment owned2 | ||||||||||
Additions - right of use assets | ||||||||||
Lease derecognitions | ( | ( | ||||||||
Disposals and scrapping | ( | ( | ( | ( | ||||||
Change in estimate of environmental rehabilitation provision with a related asset | 10 | |||||||||
Transfers between classes of property, plant and equipment | ( | |||||||||
Accumulated depreciation and impairment | ( | ( | ( | ( | ( | |||||
Balance at the beginning of the year | ( | ( | ( | ( | ||||||
Depreciation | 5.1 | ( | ( | ( | ( | |||||
Lease derecognitions | ||||||||||
Disposals and scrapping | ||||||||||
Carrying value at end of the year | ||||||||||
Comprising: | ||||||||||
Property, plant and equipment owned | ||||||||||
Right of use assets | ||||||||||
Carrying value at end of the year | ||||||||||
1Capital work in progress mainly relates to FWGR DP2 construction, RTSF and related pipeline of R4,812.9 million and Ergo Daggafontein TSF of R816.3 million (2025: FWGR DP2 construction, RTSF and related
pipeline of R2,161.7 million).
2This amount includes cash additions of R3,516.4 million (2025: R2,149.6 million).
CONTRACTUAL COMMITMENTS
Contractual commitments not provided for in the consolidated financial statements at 30 June 2026 amounted to R1,807.0 million (2025: R2,308.2 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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-20 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
10PROVISION 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) which influences the estimated timing of the rehabilitation cash outflows and the planned method of rehabilitation of reclamation sites and deposition facilities. The estimated future cash outflows associated with the liability are determined on a nominal basis reflecting current cost estimates and expected inflation. 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 to the extent that these risks are not already reflected in the estimated cash flows. An average discount rate ranging between (2025: present value of the rehabilitation provision. ACCOUNTING POLICIES The net present value of the estimated rehabilitation cost as at reporting date is provided for in full. 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 environmental rehabilitation costs related to the construction, installation or acquisition of property, plant and equipment are capitalised as part of the cost of the related asset against an increase in the environmental rehabilitation provision. Subsequently, 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 a finance expense, 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 of disturbances where no related asset is recognised are recognised in profit or loss and presented as operating costs against the increase in the environmental rehabilitation provision. Subsequent remeasurements of these costs, including change in estimates, are also recognised in profit or loss. Cash costs incurred to rehabilitate these disturbances are presented as operating activities in the statement of cash flows. The cost of routine or ongoing rehabilitation is recognised in profit or loss as incurred. | ||
Amounts in R million | Note | 2026 | 2025 | |||
Balance at the beginning of the year | ||||||
Unwinding of provision | 7 | |||||
Addition of environmental rehabilitation provision recognised to related asset (a) | ||||||
Change in estimate of environmental rehabilitation provision recognised in profit or loss (b) | 5.1 | ( | ( | |||
Change in estimate of environmental rehabilitation provision recognised to related asset (c) | 9 | |||||
Environmental rehabilitation payments (d) | ( | ( | ||||
To reduce liabilities with a related asset | ( | ( | ||||
To reduce liabilities without a related asset | 13 | |||||
Balance at the end of the year | ||||||
Environmental rehabilitation payments to reduce the liability | ( | ( | ||||
Ongoing rehabilitation expenditure1 | ( | ( | ||||
Total cash spent on environmental rehabilitation | ( | ( |
1The 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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-21 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
10PROVISION FOR ENVIRONMENTAL REHABILITATION continued
(a)Addition of environmental rehabilitation provision recognised to related asset
On 2 December 2025, DRDGOLD and Sibanye Gold Proprietary Limited (“Sibanye Gold”) signed an agreement to
transfer ownership of the Kloof 2 dump, associated rehabilitation provision and trust fund monies to FWGR. The transfer is
in accordance with the initial exchange agreement, concluded in 2018, for the acquisition of FWGR by the DRDGOLD
Group. The dump and associated environmental rehabilitation provision have been transferred. The rehabilitation trust fund
monies remain with Sibanye Gold until regulatory approvals have been obtained. A receivable of R117.4 million has been
recognised pending transfer of the monies (see note 14), with the corresponding credit recognised as a contribution from
shareholder.
(b)Change in estimate of environmental rehabilitation provision recognised in profit or loss
The decrease was as a result of the rescheduling of non-viable dumps at Ergo. (2025: Decrease is mainly as a result of
Crown Complex being classified as Mineral Reserve and now included in the life-of-mine, resulting in a change in its
rehabilitation methodology, from in situ to red earth footprint rehabilitation).
(c)Change in estimate of environmental rehabilitation provision recognised to related asset
The increase was primarily due to inflationary increases in rehabilitation costs, higher demolition rates for plant
infrastructure and the expansion of FWGR infrastructure.
(d)Environmental rehabilitation payments
36.8ha of the Brakpan TSF (2025: 40ha) and 6.0ha of the Driefontein 4 TSF (2025: 4.4ha) were vegetated/cladded during
the year.
Amounts in R million | Ergo | FWGR | Other | Total | |||
Expected discounted cash flows: | |||||||
Between one and two years | |||||||
Between three and five years | |||||||
Between six and ten years | |||||||
Between eleven and twenty years | |||||||
After twenty years | |||||||
GROSS COST TO REHABILITATE
The Group estimates that, based on current environmental and regulatory requirements, the total undiscounted rehabilitation
11INVESTMENTS IN REHABILITATION AND OTHER FUNDS
ACCOUNTING POLICIES 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 Anchor Capital, through Guardrisk, in income and hedge 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 investments in the Guardrisk Cell Captive are for the sole use as determined in the insurance policies and are therefore included in non-current assets. | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-22 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
11INVESTMENTS IN REHABILITATION AND OTHER FUNDS continued
Investment in Guardrisk Cell Captive – Funding of environmental rehabilitation activities (refer note 10)
Funding for environmental rehabilitation activities is held in a ring-fenced policy within the Guardrisk Cell Captive, issued by
GICL, which has provided the rehabilitation financial guarantees. These funds are ring-fenced exclusively to meet current and
future environmental rehabilitation obligations throughout the life-of-mine and upon mine closure.
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 R943.1 million (2025: R941.3 million) to the Department of Mineral and Petroleum
Resources (“DMPR”) 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 previous years, premiums were paid into the Guardrisk Cell Captive for the creation of self-insurance for the Group’s
directors and officers. The policy came to an end on 30 June 2024. The funds remain within the cell captive for self insurance.
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 funds remain within the cell captive for self insurance.
Amounts in R million | Note | 2026 | 2025 | |||
Investment in Guardrisk Cell Captive (a) | ||||||
Balance at the beginning of the year | ||||||
Growth | 6 | |||||
Investments in rehabilitation and other funds | ||||||
(a) Investment in Guardrisk Cell Captive allocation | ||||||
Environmental rehabilitation | ||||||
Directors’ and officers’ insurance | ||||||
Other funds | ||||||
CREDIT RISK
The Group is exposed to credit risk on the carrying value of investments held in the Guardrisk Cell Captive. To manage this
exposure, the funds are invested by the Guardrisk Cell Captive in Anchor Capital in accordance with an approved investment
mandate. The portfolio comprises a diversified mix of low- to medium-risk investments. Environmental rehabilitation funds
invested in 70% low-risk, interest-bearing income funds and 30% invested in hedge funds (2025: 70% income funds and 30%
hedge funds). Other funds and Directors’ and officers’ insurance funds are invested fully in low risk income funds.
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 | 2026 | 2025 | ||||
( | ( | |||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-23 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
11INVESTMENTS IN REHABILITATION AND OTHER FUNDS continued
MARKET RISK continued
Other market price risk
The Group is exposed to equity price risk through its investments in hedge funds. A 10% increase/(decrease) in market prices
at the reporting date would have resulted in a change in profit/(loss) by the amounts shown below. The sensitivity analysis
assumes that all other variables remain constant. The analysis excludes income tax.
Amounts in R million | 2026 | 2025 | ||||
( | ( |
FAIR VALUE OF FINANCIAL INSTRUMENTS
The investment in the Guardrisk Cell Captive is classified as a Level 2 financial instrument. Fair value is determined using
valuation techniques based on observable market inputs, including the net asset value of the underlying investments held in
the fund.
The fair value of the investment approximates its carrying value due to the nature of the underlying investments and the
valuation methodology applied. Refer to note 25.
12CASH 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 at the bank, access deposits, income funds 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 | 2026 | 2025 | |||
Cash at the bank | ||||||
Access deposits and income funds1 | ||||||
Restricted cash2 | ||||||
Interest earned on cash and cash equivalents | 6 |
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 7.6 % and 8.3 %
(2025: between 8.0 % and 9.4 %).
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 R7.8 million (2025: R5.2 million) and various utilities amounting to R5.1 million (2025: R5.1 million).
Guarantees
As part of the ordinary operations of the Group, the Group has issued guarantees by third party financial institutions to Eskom
Holdings SOC Limited of R183.1 million (2025: R115.1 million) and R117.2 million (2025: R117.2 million) to Ekurhuleni
Metropolitan Municipality. For guarantees relating to rehabilitation see note 11.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-24 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
12CASH AND CASH EQUIVALENTS continued
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+.
Included in cash and cash equivalents are investments in income funds comprising highly liquid, low-risk instruments. As the
funds are readily redeemable, carry insignificant credit and market risk, and are subject to an insignificant risk of changes in
value, they are classified as cash and cash equivalents.
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 | 2026 | 2025 | ||||
100bp increase | ||||||
100bp (decrease) | ( | ( |
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents approximates their carrying value due to their short term maturities.
13CASH GENERATED FROM OPERATIONS
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Profit for the year | |||||||
Adjusted for: | |||||||
Income tax | 17.1 | ||||||
Depreciation | 9 | ||||||
Movement in gold in process and finished inventories – Gold Bullion | 5.1 | ( | ( | ( | |||
Change in estimate of environmental rehabilitation provision recognised in profit or loss | 10 | ( | ( | ( | |||
Environmental rehabilitation payments to reduce liabilities without a related asset | ( | ||||||
Share-based payment expense | 5.2 | ||||||
(Gain)/loss on disposal of property, plant and equipment | ( | ( | |||||
Loss on disposal of subsidiary | 22 | ||||||
Insurance claim | ( | ||||||
Finance income | 6 | ( | ( | ( | |||
Finance expense | 7 | ||||||
Other non-cash items | |||||||
Operating cash flows before other changes | |||||||
Changes in: | ( | ( | |||||
Trade and other receivables | ( | ( | |||||
Consumable stores and stock piles | ( | ( | ( | ||||
Payment made under protest | 24 | ( | ( | ( | |||
Trade and other payables | ( | ||||||
Cash generated from operations |
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-25 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
14TRADE AND OTHER RECEIVABLES
ACCOUNTING POLICIES Recognition and measurement Trade and other receivables, excluding Value Added Tax (“VAT”) 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 recover 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. | ||
Amounts in R million | 2026 | 2025 | ||||
Value Added Tax | ||||||
Other receivables1 | ||||||
Prepayments2 | ||||||
Allowance for impairment | ( | ( | ||||
1Other receivables includes interest receivable of R 6.1 million (2025: R7.6 million) and Kloof 2 Rehabilitation funds receivable from Sibanye-
Stillwater of R117.4 million (See note 10).
2Prepayments includes prepayments made towards capital projects of R11.5 million mainly relating to the RTSF and other asset acquisitions
(2025: R53.0 million mainly RTSF project and other asset acquisitions).
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, comprises of balances with counterparties who have been transacting with the Group for over
and assessed for recoverability.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-26 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
14TRADE AND OTHER RECEIVABLES continued
2026 | 2025 | ||||||||
Amounts in R million | Non-credit impaired | Credit impaired | Total | Non-credit impaired | Credit impaired | Total | |||
Other receivables | |||||||||
Loss allowance | ( | ( | ( | ( | |||||
Amounts in R million | 2026 | 2025 | |||
Balance at the beginning of the year | ( | ( | |||
Credit loss allowance/impairments (recognised)/reversed included in operating costs | ( | ||||
Balance at the end of the year | ( | ( |
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 2026 were at
spot rates and no foreign exchange rate hedges are entered into. The US Dollars to be received from bullion sales are sold on
the same date as the respective bullion sale to settle in South African Rand to the Group. 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.
15TRADE AND OTHER PAYABLES
ACCOUNTING POLICIES Trade and other payables, excluding Value Added Tax, payroll accruals, accrued leave pay and accrual 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 | 2026 | 2025 | ||||
Trade payables and accruals1 | ||||||
Value Added Tax | ||||||
Accrued leave pay | ||||||
Accrual for short term performance based incentives | ||||||
Payroll creditors | ||||||
Interest relating to trade payables and accruals included in profit or loss | ( | ( | ||||
1 Included in trade payables and accruals is an amount of R | ||||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-27 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
15TRADE AND OTHER PAYABLES continued
Amounts in R million | 2026 | 2025 | ||||
RELATED PARTY BALANCES | ||||||
Trade payables and accruals include the following amounts payable to related parties: | ||||||
Sibanye-Stillwater | ||||||
Rand Refinery | ||||||
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.
16INVENTORIES
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 and ore stock piles 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 | 2026 | 2025 | ||||
Consumable stores | ||||||
Ore stockpiles | ||||||
Gold in process | ||||||
Finished inventories - Gold Bullion | ||||||
Total inventories |
17INCOME 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 2026 of approximately R 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 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. |
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-28 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
17INCOME TAX continued
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 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 and
management fees, are taxed at a standard rate of 27 % 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.
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 has increased to 27 % (2025: remained at 25 %). The forecast
weighted average deferred tax rate of FWGR increased to 30 % (2025: remained at 29 %).
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-29 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
17INCOME TAX continued
17.1INCOME TAX EXPENSE
Amounts in R million | 2026 | 2025 | 2024 | |||
Current tax | ( | ( | ||||
Mining tax | ( | ( | ||||
Mining tax prior year over provision | ||||||
Non-Mining, company and capital gains tax | ( | ( | ||||
Deferred tax | ( | ( | ( | |||
Deferred tax charge - Mining tax | ( | ( | ( | |||
Deferred tax charge - Mining tax prior year over provision | ||||||
Deferred tax charge - Non-mining, company and capital gains tax | ( | |||||
Deferred tax rate adjustment | ( | ( | ||||
( | ( | ( | ||||
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 | ( | ( | ( | |||
Rate adjustment to reflect the actual realised company tax rates applying the gold mining formula (a) | ||||||
Deferred tax rate adjustment (b) | ( | ( | ||||
Depreciation of property, plant and equipment exempt from deferred tax on initial recognition (c) | ( | ( | ( | |||
Non-deductible expenses (d) | ( | ( | ( | |||
Exempt income and other non-taxable income (e) | ||||||
Prior year (under)/over provision | ( | |||||
Current year losses for which no deferred tax asset was recognised | ||||||
Other | ( | ( | ||||
Tax incentives (f) | ||||||
Income tax | ( | ( | ( |
(a)Rate adjustment to reflect the actual realised company tax rates applying the gold mining formula
Ergo’s current income tax rate, calculated using the gold mining tax formula, is 25.7 % (2025 and 2024: nil
FWGR’s current income tax rate, calculated using the gold mining tax formula, is nil (2025: nil 25
(b)Deferred tax rate adjustment
Ergo’s forecast weighted average deferred tax rate increased to 27 % (2025 and 2024: 25
FWGR’s forecast weighted average deferred tax rate increased to 30 % (2025 and 2024: 29
(c)Depreciation of property, plant and equipment exempt from deferred tax on initial recognition
Depreciation of R57.4 million (2025: R55.9 million; 2024: R62.1 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.
(d)Non-deductible expenditure
The most significant non-deductible expenditure incurred by the Group during the year includes:
•R37.8 million discount recognised on payments made under protest (2025: R3.3 million; 2024: R14.0 million); and
•R4.8 million loss on disposal of subsidiary not deductible for tax purposes (capital in nature) (2025 and 2024: Nil
•R61.8 million of corporate and other expenditure not incurred in generation of taxable income or capital in nature (2025:
R17.0 million and 2024: R13.7 million)
(e)Exempt income and other non-taxable income
The most significant exempt income earned by the Group during the year includes:
•Rnil dividends received (2025: R56.3 million 2024: R29.3 million);
•R9.4 million unwinding recognised on payments made under protest (2025: R7.8 million; 2024: R7.2 million).
(f)Tax incentives
The most significant tax incentive the Group benefited from include:
•R532.1 million tax incentive relating to Ergo’s solar power plant (2025: Rnil due to the accelerated capital expenditure
deduction; 2024: R81.2 million relating to Ergo’s solar power plant).
•R9.6 million tax incentive relating to learnerships allowance (2025: R21.2 million; 2024: R21.9 million).
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-30 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
17INCOME TAX continued
17.2DEFERRED TAX
Amounts in R million | 2026 | 2025 | |||
Included in the statement of financial position as follows: | |||||
Deferred tax assets | |||||
Deferred tax liabilities | ( | ( | |||
Net deferred tax liabilities | ( | ( | |||
Reconciliation of the deferred tax balance: | |||||
Balance at the beginning of the year | ( | ( | |||
Recognised in profit or loss | ( | ( | |||
Recognised in other comprehensive income | ( | ( | |||
Recognised in equity | ( | ||||
Balance at the end of the year | ( | ( | |||
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 | 2026 | 2025 | |||
Deferred tax liabilities | |||||
Property, plant and equipment (excluding unredeemed capital allowances) | ( | ( | |||
Environmental rehabilitation obligation and other funds | ( | ( | |||
Other investments | ( | ( | |||
Gross deferred tax liabilities | ( | ( | |||
Deferred tax assets | |||||
Environmental rehabilitation obligation | |||||
Other provisions1 | |||||
Other temporary differences2 | |||||
Estimated tax losses | |||||
Estimated unredeemed capital allowances | |||||
Gross deferred tax assets | |||||
Net deferred tax liabilities | ( | ( | |||
1Includes the temporary differences on the equity settled share-based payment of R 24.1 million (2025: R 39.1 million).
2Includes the temporary differences on the lease liability of R 3.1 million (2025: R 4.3 million).
Deferred tax assets have not been recognised in respect of the following: | |||||
Amounts in R million | 2026 | 2025 | |||
Estimated tax losses | |||||
Estimated tax losses – Capital nature | |||||
Unredeemed capital expenditure | |||||
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. | |||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-31 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
17INCOME TAX continued
17.3CURRENT TAX RECEIVABLE/LIABILITY
Amounts in R million | 2026 | 2025 | |||
Current tax receivable | |||||
Current tax liability | ( | ( | |||
Net current tax liability | ( | ( | |||
Balance at the beginning of the year | ( | ||||
Current tax charge recognised in profit or loss | ( | ||||
Current tax charge recognised in equity | ( | ||||
Tax paid/(received) | ( | ||||
Balance at the end of the year | ( | ( |
18EMPLOYEE BENEFITS
ACCOUNTING POLICIES | ||
Equity settled share-based payments 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. | ||
Amounts in R million | Note | 2026 | 2025 | 2024 | |||
Share-based payment expense – ELTI scheme | |||||||
Share-based payment expense – DSP scheme | |||||||
Total share-based payment expense | 5.2 |
On 2 December 2019, the shareholders approved an equity settled long term incentive scheme. Under the Equity Long Term
Incentive (“ELTI”) 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 three years after grant date and will be settled in the form of DRDGOLD shares at a zero-
exercise price. The last grant in terms of the ELTI scheme was made on 22 October 2024.
The ELTI scheme was replaced by the Single Incentive Plan (“SIP”), incorporating the Deferred Share Plan (“DSP”), which
was approved by the shareholders on 29 November 2023. Under the DSP scheme, qualifying employees are awarded
deferred shares on an annual basis. The deferred shares are held in escrow by an escrow agent for the benefit of qualifying
employees from grant date. Dividends declared on shares granted per the DSP accrue and are paid to the employees over
the vesting period. Deferred shares will vest equally over a period of three and five years after grant date, depending on the
level of seniority of the participant, and will be settled in the form of DRDGOLD shares at a zero-exercise price. The first grant
under the DSP was made on 13 August 2025.
ELTI Scheme
The key conditions of the grants made under the ELTI scheme are:
Retention shares:
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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-32 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
18EMPLOYEE BENEFITS continued
18.1EQUITY SETTLED LONG TERM INCENTIVE SCHEMES continued
TSR is measured against a peer group of three 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 | |||
50th to < 75th percentile | |||
≥ 75th percentile |
Reconciliation of the number of conditional shares | 2026 | 2025 | ||||||
Number of Shares | Volume weighted average price R per share | Number of Shares | Volume weighted average price R per share | |||||
Opening balance | ||||||||
Granted – 20 October 2024 | ||||||||
Vested1 | ( | ( | ||||||
Forfeited | ( | ( | ||||||
Expired1 | ( | ( | ||||||
Closing balance | ||||||||
— | ||||||||
Vesting on | ||||||||
19 October 2025 | ||||||||
25 October 2026 | ||||||||
22 October 2027 | ||||||||
170 % of the total grant vested as a result of performance conditions being met, with the balance having expired (2025: 30 % vested). The
settlement of the vesting was made through a combination of 2,153,302 treasury shares and 1,082,033 new share issue on 20 October
2025.
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 | 22 October 2024 | 25 October 2023 | |||
Vesting date | 22 October 2027 | 25 October 2026 | |||
Weighted average fair value of 80% performance shares1 | |||||
Weighted average fair value of 20% retention shares | |||||
Expected term (years) | |||||
Grant date share price of a DRDGOLD share | |||||
Expected dividend yield | |||||
Expected volatility2 | |||||
Expected risk free rate |
1The performance conditions are included in the measurement of the grant date fair value as they are classified as market-based
performance conditions.
2Expected volatility has been based on an evaluation of the historical volatility of DRDGOLD’s share price, commensurate with the expected
term of the options.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-33 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
18EMPLOYEE BENEFITS continued
18.1EQUITY SETTLED LONG TERM INCENTIVE SCHEMES continued
DSP Scheme
The key conditions of the grants made under the DSP scheme are:
100% of the deferred shares will vest equally over a period of three or five years, 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.
Reconciliation of the number of deferred shares | 2026 | |||
Number of Shares | Weighted average price R per share | |||
Opening balance | — | |||
Granted – 13 August 2025 | ||||
Forfeited | ( | |||
Closing balance | ||||
Vesting on | ||||
13 August 2026 | ||||
13 August 2027 | ||||
13 August 2028 | ||||
13 August 2029 | ||||
13 August 2030 | ||||
18.2TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
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 2026 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 | 2026 | 2025 | 2024 | |
Board fees paid | |||||
Salaries paid | |||||
Short term incentives relating to this cycle | |||||
Share-based payment expense | 18.1 | ||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-34 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
19CAPITAL 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
The Group monitors available cash and cash equivalent balance and facilities to ensure there is sufficient capital for
forecasted expenditures including capital requirements. Cash and cash equivalents (excluding restricted cash) as at
30 June 2026 is R2,755.9 million (2025: R1,293.0 million). The Group remains debt free as at 30 June 2026 (2025: Nil).
To fund the significant capital expansion programme at both operations, on 28 June 2024, DRDGOLD secured a R500 million
GBF with Nedbank. The GBF was increased to include a guarantees facility of R181 million (increased to R120 million in 2025),
bringing the total GBF facility to R681 million (2025: R620 million). The revolving credit facility (“RCF”) of R1 billion, with an
accordion facility of R500.0 million, is secured with Nedbank.
Other than the guarantees facility that has been fully utilised, both the GBF and RCF remain undrawn as at 30 June 2026 and
30 June 2025. Details of other guarantees facilities are disclosed in note 12 of the consolidated annual financial statements.
The RCF permitted an interest cover ratio (adjusted EBITDA to net finance charges) of not less than 4:1 and a leverage ratio
(total net debt to adjusted EBITDA) not exceeding 2:1 , 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
20EQUITY
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. | ||
20.1STATED 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.
2026 | 2025 | 2024 | ||||
Number of shares | ||||||
Authorised number of ordinary shares of no par value | ||||||
Authorised and issued number of cumulative preference shares of cents each1 | ||||||
Reconciliation of issued number of ordinary shares: | ||||||
Ordinary shares issued at the beginning of the year | ||||||
Issued in terms of employee share schemes2 | ||||||
Ordinary shares issued at the end of the year3 | ||||||
Number of treasury shares held within group (a) |
1 Randgold and Exploration Company Limited owns 100% of the cumulative preference shares. The holders of cumulative preference shares
do not have voting rights unless any preference dividend is in arrears for more than six months.
2On 27 August 2025, 1,726,955 new ordinary shares were issued in terms of the DSP scheme grant. A further 1,082,033 new ordinary shares
were issued in terms of the ELTI scheme on 20 October 2025, for the purposes of settling the conditional shares vesting on
19 October 2025.
3Subsequent to year end, 1,358,826 new ordinary shares were issued in terms of the DSP scheme grant on 2 September 2026.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-35 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
20EQUITY continued
20.1STATED SHARE CAPITAL continued
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 30 June 2026, 30 June 2025 and 30 June 2024. During the year ended
30 June 2026, 2,153,302 (30 June 2025: 936,779 ; 30 June 2024: 806,582 ) shares were used to settle the equity settled
share-based payment, at Rnil cashflow to the Group. R11.6 million, representing the average cost of the treasury shares
used to settle the share-based payment, was transferred to retained earnings (30 June 2025: R5.1 million; 30 June 2024:
R4.3 million).
20.2DIVIDENDS
Amounts in R million | 2026 | 2025 | 2024 | |||
Dividends paid during the year net of treasury shares: | ||||||
Final dividend declared relating to prior year: (2025: | ||||||
Interim dividend: 2024: | ||||||
Total |
Subsequent to year end, on 19 August 2026 a dividend of 120 SA cents per qualifying share amounting to R1,042.5 million
was declared by the directors as a final dividend for the year ended 30 June 2026. The dividend has not been provided for
and does not have any tax impact on the Group.
21INTEREST 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 and 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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-36 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
22ASSET HELD FOR SALE
ACCOUNTING POLICIES Non-current assets, or disposal groups comprising of assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets or employee benefit assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in profit and loss. Once classified as held-for-sale, property, plant and equipment are no longer amortised or depreciated. A subsidiary is derecognised when the Group loses control of the subsidiary. Upon disposal, the Group derecognises the assets, liabilities and non-controlling interests of the subsidiary and recognises the consideration received at fair value. Any resulting gain or loss on disposal is recognised in profit or loss. The gain or loss on disposal is measured as the difference between: •the aggregate of the fair value of the consideration received and the carrying amount of any retained interest; and •the carrying amount of the subsidiary’s assets (including goodwill), liabilities and non-controlling interests at the date control is lost. Any amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities. Cash flows arising from the disposal of subsidiaries are presented as investing activities in the statement of cash flows. |
Stellar Energy Solutions SPV Proprietary Limited (“Stellar”) is a renewable energy company with a project to develop a
150MW solar plant in Polokwane, Limpopo. On 18 August 2025 DRDGOLD’s shareholding was increased to 89.94 % from
shareholding, increasing the shareholding in Stellar to 100 %.
Following a strategic review in the prior year, the Board decided to sell Ergo’s share in Stellar to focus on the Group’s core
mining activities. Therefore in the prior year Stellar was classified as a non-current asset held for sale in accordance with IFRS
5. At 30 June 2025, the asset was measured at its carrying amount of R110.9 million, being lower than fair value less costs to
sell.
In the current year, the sale was concluded on 23 December 2025 to NOA Group Assets Proprietary Limited (the
“NOA Group”), for a total cash consideration of R147.5 million. Concurrent with the disposal, an electricity supply agreement
was entered into with the NOA Group to procure 76GWh per annum of renewable energy, with supply expected to commence
in January 2028.
As at 23 December 2025 the carrying amount immediately before disposal was R137.1 million, resulting in a loss on disposal
of R4.8 million recognised in profit or loss during the year ended 30 June 2026.
Amounts in R million | 2026 | 2025 | |||
Property, plant and equipment1 | |||||
Capital prepayments | |||||
Trade and other receivables | |||||
Cash and cash equivalents | |||||
Total assets | |||||
Trade and other payables | ( | ( | |||
Loan payable | ( | ||||
Total liabilities | ( | ( | |||
Net carrying amount | |||||
Sales proceeds | |||||
Less: Amount paid to minority shareholders | ( | ||||
Carrying amount disposed | |||||
Loss on disposal recognised in profit or loss | ( | ||||
1This amount includes cash additions of R |
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-37 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
23OPERATING 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 to South African Bullion banks. 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 and a solar
plant with a BESS. The Ergo plant operates as a metallurgical plant and the City Deep and Knights plants as pump/milling
stations feeding the Ergo 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 TSF.
Corporate office and other reconciling items (collectively referred to as “Other reconciling items”) represent the items to
reconcile to the consolidated financial statements. This does not represent a separate segment as it does not generate mining
revenue.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-38 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
23OPERATING SEGMENTS continued
Ergo | FWGR | Other reconciling items | Total | |||
2026 | ||||||
Amounts in R million | ||||||
Revenue (External) | ||||||
Cash operating costs | ( | ( | ( | |||
Movement in gold in process and finished inventories – Gold Bullion | ( | |||||
Segment operating profit | ||||||
Additions to property, plant and equipment | ( | ( | ( | ( | ||
Reconciliation of segment operating profit to profit after tax | ||||||
Segment operating profit | ||||||
Depreciation | ( | ( | ( | ( | ||
Change in estimate of environmental rehabilitation recognised in profit or loss | ( | |||||
Ongoing rehabilitation expenditure | ( | ( | ( | ( | ||
Care and maintenance | ( | ( | ||||
Other operating costs | ( | ( | ||||
Other income | ||||||
Loss on disposal of subsidiary | ( | ( | ||||
Administration expenses and other costs | ( | ( | ( | ( | ||
Finance income | ||||||
Finance expense | ( | ( | ( | ( | ||
Current tax | ( | ( | ( | |||
Deferred tax | ( | ( | ( | ( | ||
Profit after tax | ( | |||||
Reconciliation of cost of sales to cash operating costs | ||||||
Cost of sales1 (a) | ( | ( | ( | ( | ||
Depreciation | ||||||
Change in estimate of environmental rehabilitation recognised in profit or loss | ( | ( | ||||
Movement in gold in process and finished inventories – Gold Bullion | ( | ( | ||||
Ongoing rehabilitation expenditure | ||||||
Care and maintenance | ||||||
Other operating costs | ||||||
Cash operating costs | ( | ( | ( | |||
1 Included in cost of sales is R64.0 million (2025: R138.9 million; 2024: R144.9 million ) paid for services rendered by Sibanye-Stillwater. | ||||||
(a) Most significant components of other operating costs within cost of sales include: | ||||||
Consumable stores | ( | ( | ( | |||
Labour including short term incentives | ( | ( | ( | |||
Electricity | ( | ( | ( | |||
Specialist service providers | ( | ( | ( | |||
Machine hire | ( | ( | ( | |||
Security expenses | ( | ( | ( | |||
Water | ( | ( | ( | |||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-39 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
23OPERATING SEGMENTS continued
Ergo | FWGR | Other reconciling items | Total | |||
2025 | ||||||
Amounts in R million | ||||||
Revenue (External) | ||||||
Cash operating costs | ( | ( | ( | |||
Movement in gold in process and finished inventories – Gold Bullion | ||||||
Segment operating profit | ||||||
Additions to property, plant and equipment | ( | ( | ( | ( | ||
Reconciliation of segment operating profit to profit after tax | ||||||
Segment operating profit | ||||||
Depreciation | ( | ( | ( | ( | ||
Change in estimate of environmental rehabilitation recognised in profit or loss | ||||||
Ongoing rehabilitation expenditure | ( | ( | ( | ( | ||
Care and maintenance | ||||||
Other operating costs | ( | ( | ||||
Administration expenses and other costs | ( | ( | ( | ( | ||
Finance income | ||||||
Finance expense | ( | ( | ( | ( | ||
Deferred tax | ( | ( | ( | |||
Profit after tax | ( | |||||
Reconciliation of cost of sales to cash operating costs | ||||||
Cost of sales (a) | ( | ( | ( | |||
Depreciation | ||||||
Change in estimate of environmental rehabilitation recognised in profit or loss | ( | ( | ( | |||
Movement in gold in process and finished inventories – Gold Bullion | ( | ( | ( | |||
Ongoing rehabilitation expenditure | ||||||
Care and maintenance | ( | ( | ||||
Other operating costs | ||||||
Cash operating costs | ( | ( | ( | |||
(a) Most significant components of other operating costs within cost of sales include: | ||||||
Consumable stores | ( | ( | ( | |||
Labour including short term incentives | ( | ( | ( | |||
Electricity | ( | ( | ( | |||
Specialist service providers | ( | ( | ( | |||
Machine hire | ( | ( | ( | |||
Security expenses | ( | ( | ( | |||
Water | ( | ( | ( | |||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-40 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
23OPERATING SEGMENTS continued
Ergo | FWGR | Other reconciling items | Total | |||
2024 | ||||||
Amounts in R million | ||||||
Revenue (External) | ||||||
Cash operating costs | ( | ( | ( | |||
Movement in gold in process and finished inventories - Gold Bullion | ( | |||||
Segment operating profit | ||||||
Additions to property, plant and equipment | ( | ( | ( | ( | ||
Reconciliation of segment operating profit to profit after tax | ||||||
Segment operating profit | ||||||
Depreciation | ( | ( | ( | ( | ||
Change in estimate of environmental rehabilitation recognised in profit or loss | ||||||
Ongoing rehabilitation expenditure | ( | ( | ( | ( | ||
Care and maintenance | ||||||
Other operating costs | ||||||
Other income | ||||||
Administration expenses and other costs | ( | ( | ( | ( | ||
Finance income | ||||||
Finance expense | ( | ( | ( | ( | ||
Current tax | ( | ( | ( | |||
Deferred tax | ( | ( | ( | |||
Profit after tax | ( | |||||
Reconciliation of cost of sales to cash operating costs | ||||||
Cost of sales | ( | ( | ( | ( | ||
Depreciation | ||||||
Change in estimate of environmental rehabilitation recognised in profit or loss | ( | ( | ( | ( | ||
Movement in gold in process and finished inventories - Gold Bullion | ( | ( | ||||
Ongoing rehabilitation expenditure | ||||||
Care and maintenance | ( | ( | ||||
Other operating costs | ( | ( | ||||
Cash operating costs | ( | ( | ( | |||
(a) Most significant components of other operating costs within cost of sales include: | ||||||
Consumable stores | ( | ( | ( | |||
Labour including short term incentives | ( | ( | ( | |||
Electricity | ( | ( | ( | |||
Specialist service providers | ( | ( | ( | |||
Machine hire | ( | ( | ( | |||
Security expenses | ( | ( | ( | |||
Water | ( | ( | ( | |||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-41 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
24PAYMENTS 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 Consolidated Application (as defined below); •if the Group is not successful in the Consolidated 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. The Consolidated Application consists of the Main Application of 2014 and the subsequent Action Proceedings of 2017 and 2019, which were consolidated by the office of the Deputy Judge President of the Gauteng Division of High Court. The Consolidated Application proceeds through the Case Management Process of the Gauteng Division of High Court. 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 Consolidated 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 is recognised in finance income. Changes in estimate is recognised in finance income or finance expense. 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 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 Consolidated 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. | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-42 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
24PAYMENTS MADE UNDER PROTEST continued
Amounts in R million | Note | 2026 | 2025 | ||
Balance at the beginning of the year | |||||
Payments made under protest | |||||
Discount on initial payment made under protest and change in estimate | 7 | ( | ( | ||
Unwinding | 6 | ||||
Balance at the end of the year |
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 has drawn from the newly commissioned Brakpan Tailings 88kV Substation since June 2024. Prior to this
the Ergo Plant used to draw electricity 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
charges its large power users plus an additional surcharge, as it still does; and Ergo paid consequently.
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 ("SALGA"),
the latter 4 (four) respondents against whom Ergo does not seek any relief.
Ergo seeks the undermentioned relief from the High Court:
•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 then 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 efforts were made to establish 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-Tariff is significantly lower than the previously imposed “D-Tariff”. The Group recognised an asset
for these payments that are made “under protest”.
The Group has been advised that an application brought by the SALGA to challenge ESKOM’s ability to supply customers
with electricity must be heard, adjudicated and finalised 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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-43 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
24PAYMENTS MADE UNDER PROTEST continued
In an effort to progress these longstanding matters, in August 2024, the Group’s external legal team dispatched
correspondence to the Deputy Judge President of the Gauteng Division of the High Court, to request the consolidation of
the Main Application and Summonses (Action Proceedings of 2017 and 2019). After much deliberation between the various
legal representatives, it was agreed the matters would be consolidated and dealt with, by Judge Adams (appointed Case
Manager), through the Case Management process.
The Group supported by the external legal team is confident that there is a high probability that Ergo will be successful in
the consolidated proceedings and in defending its position. 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 balance at the end of the year was based on the following assumptions:
•discount rate: 16.01 % (2025: 15.30 %) representing the Municipality maximum cost of borrowing on bank loans as disclosed
in their 30 June 2026 annual report and an additional risk premium on uncertainties in timing of the SALGA case; and
•discount period: 30 June 2034 (2025: 30 June 2029 ) representing management’s best estimate of the date of conclusion of
25OTHER 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 11.3% shareholding that the Group has in Rand Refinery. 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 because the Company intends to hold these investments for the long term for strategic purposes. | ||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-44 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
25OTHER INVESTMENTS continued
Amounts in R million | Shares held 1 | % held 1 | 2026 | 2025 | |||||
Listed investments (Fair value hierarchy Level 1): | |||||||||
West Wits Mining Limited (“WWM”) | |||||||||
Unlisted investments (Fair value hierarchy Level 3): | |||||||||
Rand Refinery Proprietary Limited (“Rand Refinery”) | |||||||||
Rand Mutual Assurance Company Limited B Share Business Fund (“RMA”)2 | |||||||||
Guardrisk Insurance Company Limited (Cell Captive A170)3 | |||||||||
Chamber of Mines Building Company Proprietary Limited | |||||||||
Total unlisted investments | |||||||||
Balance at the end of the year | |||||||||
Fair value adjustment on equity instruments at fair value through OCI | |||||||||
WWM | |||||||||
Rand Refinery | |||||||||
RMA | |||||||||
Dividends received on equity instruments at fair value through OCI | ( | ||||||||
Rand Refinery | ( | ||||||||
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 1.5 % to 1.2 %.
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. Refer to note 11 of the consolidated financial
statements.
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.
25.1RAND REFINERY
Amounts in R million | 2026 | 2025 | ||||
Balance at the beginning of the year | ||||||
Fair value adjustment on equity investments at fair value through OCI | ||||||
Balance at the end of the year | ||||||
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.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-45 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
25OTHER INVESTMENTS continued
25.1RAND REFINERY continued
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of Rand Refinery increased as a result of an increase in the enterprise value of the refining operations. The
enterprise value of the refining operations of Rand Refinery increased as a result of higher throughput and a significant
increase in forecast commodity prices.
The fair value measurement uses significant unobservable inputs and relates to a fair value hierarchy level 3 financial
instrument. Marketability and minority discounts (both unobservable inputs) of 15.4 % and 15.6 % (2025: 15.3 % and 16.9 %),
respectively, were applied. The latest budgeted cash flow forecasts provided by Rand Refinery as at 30 June 2026 were used,
and therefore classified as an unobservable input into the models. Other key observable/unobservable inputs into the model
include:
Rand Refinery operations | Observable/unobservable input | Unit | 2026 | 2025 | |||
Forecast average gold price | Observable input | R/kg | |||||
Forecast average silver price | Observable input | R/kg | |||||
Average South African CPI | Observable input | % | |||||
South African long term government bond rate | Observable input | % | |||||
Terminal growth rate | Unobservable input | % | |||||
Weighted average cost of capital | Unobservable input | % | |||||
Sensitivity analysis
The fair value measurement is most sensitive to the weighted average cost of capital, Rand US Dollar exchange rate and gold
price. 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 the Rand Refinery investment. The fair value measurement is also sensitive to the operating costs,
minority and marketability discounts applied. The below table indicates the extent of sensitivity of the Rand Refinery equity
value to the inputs:
2026 | 2025 | |||||||||
Change in OCI, net of tax | Change in OCI, net of tax | |||||||||
Rand Refinery operations | % Increase/ (decrease) | Rm | Rm | Rm | Rm | |||||
Rand US Dollar exchange rate | Observable inputs | ( | ( | ( | ||||||
Commodity prices (gold and silver) | Observable inputs | ( | ( | ( | ||||||
Operating costs | Unobservable inputs | ( | ( | ( | ||||||
Weighted average cost of capital | Unobservable inputs | ( | ( | ( | ||||||
Minority discount | Unobservable inputs | ( | ( | ( | ||||||
Marketability discount | Unobservable inputs | ( | ( | ( | ||||||
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-46 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
26CONTINGENCIES
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. | ||
26.1CONTINGENT LIABILITY FOR OCCUPATIONAL LUNG DISEASES
On 3 May 2018, former mineworkers and dependents of deceased mineworkers (“Applicants”) and Anglo American South
Africa Limited, AngloGold Ashanti Limited, Sibanye Gold, 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, comprising DRDGOLD and East Rand Proprietary Mines Limited (“DRDGOLD Respondents”),
are not a party to the settlement between the Applicants and Settling Companies. 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 11 November 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 settlement of the matter is not a current consideration, 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; and
•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, the status quo remains in that there is inadequate information to determine if a sufficient legal and factual
basis exists to establish liability, and to quantify such potential liability.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-47 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
26CONTINGENCIES continued
26.2CONTINGENT LIABILITY FOR ENVIRONMENTAL REHABILITATION
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 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
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 purposes.
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.
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.
During the 2022 financial year, a report was produced regarding the extent of ground water seepage from the Brakpan 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
continuously being monitored. Same evaluation and ongoing efforts are expected to be made to Daggafontein TSF when Ergo
resumes depositioning thereon in the near future. 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.
26.3CONTINGENCIES REGARDING EKURHULENI METROPOLITAN MUNICIPALITY ELECTRICITY TARIFF
DISPUTE
Contingent liabilities
The Municipality has issued two summonses (“Municipal 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 Municipal 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).
Important Note: the above paragraphs referring to ‘contingent liabilities’ and ‘contingent assets’ ought to be read within the
backdrop of the ‘Case Management’ process mentioned above, which governs the now Consolidated Application relating to
the Ergo/ Eskom/ Ekurhuleni Municipality litigation.
Refer note 24 Payments Made Under Protest for a full description of the matter.
26.4CONTINGENT LIABILITY FOR THE SUMMONS RECEIVED FROM BENONI GOLD MINING COMPANY
(PTY) LTD (“BGM”)
On 18 May 2024, Ergo received a combined summons (“BGM Summons”) from BGM, a contractor with which it concluded
in May 2018, a land lease and load and haulage agreement (“Agreement”). The BGM Summons initiates two contractual
damages claims against Ergo. The claim amounts to R37.1 million for the alleged breach of Ergo’s duties of good faith and
breach of BGM’s haulage rights under the Agreement and the second for three alleged incidents of repudiation by Ergo of the
Agreement, for which damages of R53.3 million are being sought by BGM. On 25 June 2024, Ergo filed its plea to the
particulars of claim and in its defence on the matter. Pleadings have closed in preparation for trial, and for Ergo to vehemently
defend its position on the allegations made by BGM. BGM is required to apply to the Registrar of Court for a trial date.
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-48 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
27FINANCIAL INSTRUMENTS
A financial asset shall be measured at amortised cost if both the following conditions are met:
•the financial asset is held within 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.
A debt instrument 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 is 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.
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 fair value in other comprehensive income. This election is made on an investment-by-investment
basis. Equity investments designated at FVOCI are subsequently measured at fair value, with fair value gains and losses
recognised in OCI and not subsequently reclassified to profit or loss on disposal. Dividends are recognised in profit or loss
unless they clearly represent a recovery of part of the cost of the investment.
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 19 capital management.
This note must be read with the quantitative disclosures included throughout these consolidated financial statements.
The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Risk
Committee (“RC”) is responsible for developing and monitoring the Group’s risk management policies. The RC 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 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 11INVESTMENTS IN REHABILITATION AND OTHER FUNDS
NOTE 12CASH AND CASH EQUIVALENTS
NOTE 14TRADE AND OTHER RECEIVABLES
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 15TRADE AND OTHER PAYABLES
NOTE 19CAPITAL MANAGEMENT
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-49 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
27FINANCIAL INSTRUMENTS continued
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 4REVENUE
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 11INVESTMENTS IN REHABILITATION AND OTHER FUNDS
NOTE 12CASH 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 4REVENUE
NOTE 14TRADE AND OTHER RECEIVABLES
Other market price risk
Additional disclosures are included in the following note:
NOTE 11INVESTMENTS IN REHABILITATION AND OTHER FUNDS
NOTE 25OTHER INVESTMENTS
28RELATED PARTIES
Disclosures are included in the following notes:
NOTE 1ABOUT THESE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5.1COST OF SALES
NOTE 15TRADE AND OTHER PAYABLES
NOTE 18.2TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
NOTE 20EQUITY
NOTE 21INTEREST IN SUBSIDIARIES
NOTE 22 ASSET HELD FOR SALE
| ||
DRDGOLD Limited Consolidated Annual Financial Statements 2026 | ||
F-50 | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 30 June 2026
29SUBSEQUENT EVENTS
There were no significant subsequent events between the year-end reporting date of 30 June 2026 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 19 August 2026, the Board declared a final dividend for the year ended 30 June 2026 of 120 SA cents per qualifying share
amounting to R1,042.5 million, which was paid on 14 September 2026.
Ordinary share issue
On 2 September 2026, 1,358,826 new ordinary shares were issued in terms of the new employee SIP incorporating the DSP,
increasing the total issued ordinary shares to 868,756,525 .
DSP Award Granted
In terms of the SIP incorporating the DSP, approved by shareholders of DRDGOLD on 29 November 2023, qualifying
employees were awarded deferred shares (“Awards”).
On 12 August 2026, 1,358,826 deferred shares were granted to qualifying employees under the DSP. The Awards vest over
five years at 20% per annum for F-band participants, and over three years at 33.3% per annum for E and D band participants,
starting from the award date, and subject to the rules of the DSP, including the participant’s continued employment with the
Group. The number of deferred shares granted includes those granted to directors and prescribed officer as follows:
Number of deferred shares | |||
Executive directors | |||
DJ Pretorius | |||
H Hooijer | |||
Prescribed officer | |||
WJ Schoeman | |||
| ||
DRDGOLD Limited Form 20-F 2026 | ||
85 | ||
ITEM 19. EXHIBITS
The following exhibits are filed as a part of this Annual Report:
| ||
DRDGOLD Limited Form 20-F 2026 | ||
86 | ||
11.1 | |
12.1 | |
12.2 | |
13.1 | |
13.2 | |
96.1 | |
96.2 | |
97.1 | |
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 treatment has been requested over certain parts of this exhibit. Portions of this exhibit have been redacted in compliance with Item
601(a)(6) and Item 601(b)(10) of Regulation S-K. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby
undertakes to supplementally furnish copies of any omitted schedules to the SEC upon request.
| ||
DRDGOLD Limited Form 20-F 2026 | ||
87 | ||
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/ H Hooijer H Hooijer Chief Financial Officer | |||
Date: October 02, 2026 | ||||
Exhibit 11.1
