DRDGOLD LTD
For the period ended Jun 30, 2025. Filed Oct 30, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Oct 30, 2025
Contents
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 five-yearly Dam Safety Evaluation (DSE) by an independent
Approved Professional Person (APP), who is required to make proposals in a prescribed form to the regulator, the Department of Water and
Sanitation (DWS), based on his findings, for the implementation of his recommendations. These recommendations may include adjustments
to deposition rates or other recommendations that may result in changes, limitations or restrictions on the use of the TSF, which may impact
our throughput rate and affect production.
Each operation monitors the geo-technical integrity of its TSFs carefully in accordance with a prescribed set of parameters. Any
deterioration in any of these parameters may result in a reduction in or suspension of throughput which may affect production.
The Brakpan TSF is a mature facility and is approaching its final phase as a mega-volume tailings storage facility. Therefore, in
light of Ergo’s planned future production plans, Ergo has commenced with the process of recommissioning the adjacent Withok TSF, to
create an additional 310 million tonnes of deposition capacity. The requisite public participation process has been completed and the project
is in its authorization phase. Commissioning is planned to occur within the next three to four years. Ergo plans to maintain its current
deposition rate of 1.65 million tonnes per month for another three to four more years before moving onto the adjacent Withok TSF.
The regulatory process to recommission Withok is complex, though, and the regulator may not approve all aspects of the envisaged
design. The footprint and location of the facility also make for a challenging construction process, and this may result in target dates not
being met, and planned throughput rates not being achieved. 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.
At FWGR, key projects to increase such a deposition capacity include the development of the RTSF as part of the Phase 2 FWGR
project. The timing to have the new facilities online is critical, as a delay may result in reduced deposition rates or a suspension of
deposition which will have an adverse financial impact on the business if interim alternative deposition facilities cannot be obtained.
Our large projects, most notably the development of FWGR Phase 2, which includes the construction of the Regional Tailings
Storage Facility (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, 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 east of the Ergo plant, are subject to schedule delays
and cost overruns, and we may face constraints in financing our existing projects or new business opportunities, which could render our
projects unviable or less profitable than planned.
Projects like the development of the Phase 2 FWGR project, and the resumption of depositioning at the the Daggafontein TSF and
recommissioning the Withok TSFs 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;
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 are capital intensive processes carried out over long durations and requires us to commit
significant capital expenditure and allocate considerable management resources in utilizing our existing experience and know-how.
The DP2 plant expansion project involves the construction of the plant’s own elution circuit and smelter house, and a doubling of
current throughput capacity to 1.2Mtpm. Completion is expected in the first quarter of FY2027. Initial feed to the expanded plant will be
from the Driefontein 3 and the Libanon dumps, 600 000tpm from each.
Construction of the RTSF is progressing well, notwithstanding some delays caused by rainy weather. With a total deposition
capacity of 800Mt at an eventual deposition rate of 2.4Mtpm, one-third of the RTSF is expected to be completed in the first quarter of
FY2027 to align with the commissioning of the DP2 plant expansion. Construction of the rest of the RTSF will continue simultaneously with
the start of deposition. A delay in the construction of the RTSF may result in deposition capacity to be reduced as the Driefontein 4 TSF is
expected to reach capacity at the end of fiscal year 2026 at the current deposition rate, where after the deposition rate would have to decrease
materially. Furthermore, delays in the DP2 expansion project may result in the under utilization of the RTSF resulting in lower returns being
generated.
DP2/RTSF pipeline infrastructure: 60km of the 135km pipeline, consisting of a slurry pipeline, two residue pipelines and a return
water pipeline linking the plant and the RTSF, has been constructed. Included in the work so far was the successful under-passing of the N12
highway and the crossing of five provincial roads.
Recommissioning the Withok Tailings Storage Facility (Withok TSF) at Ergo remains subject to regulatory approvals. The public
participation process was completed in December 2024, and authorization is currently underway. Final approvals are still awaited. Once
commissioned, 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. Commissioning is expected to begin within the next three to four years.
Reliance is placed on a limited number of key individuals with specialized knowledge, skills, or decision-making authority and loss
of these skills poses a risk to operational continuity and project execution.
We also face the risks that expected benefits of our projects are not achieved or that we expect potential challenges during the
transition from construction to fully operational status as well as the integration of constructed works into existing processes and systems.
This 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 the profitability or even the viability of our projects. The uncertainty and volatility in the gold market makes it more difficult to
accurately evaluate the project economics and increases the risk that the assumptions underlying our assessment of the viability of the project
may prove incorrect.
The phase 2 FWGR project, resumption of depositioning on the Daggafontein TSF and recommissioning of the Withok TSFs are
particularly material to DRDGOLD, significant cost overruns or adverse changes in assumptions affecting the viability of these projects
could have a material adverse effect on our business, cash flows, financial condition and prospects.
Our operating cash flow, 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 significant new sources of capital will be a function of, inter alia,
macroeconomic conditions, rising cost of debt, our credit rating, our gearing and other risk metrics, the condition of the financial markets,
future gold prices, the prospects for our industry, our operational performance and operating cash flow and debt position. Inability to raise
these funds may place a burden on the Group's cash reserves.
In the event of operating or financial challenges, any dislocation in financial markets or new funding limitations, our ability to
pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities and pay dividends, could be
constrained, any of which could have a material adverse effect on our business, operating results, cash flows and financial condition.
Underperformance of solar and energy storage infrastructure could increase electricity costs and adversely affect operational
performance.
Our mining operations are currently dependent on electrical power supplied by Eskom, South Africa’s state-owned utility
company, which has become incapable of satisfying the energy requirements of the South African economy and has applied 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). The Solar Plant’s panels
have been installed, and the PV/BESS system has been progressively brought into service and integrated with the national grid, 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 have contributed to lower Eskom electricity
consumption and costs since commissioning, there can be no guarantee that these facilities will continue to operate as expected or that they
will achieve their intended performance or efficiency levels. For example, the Solar Plant is expected to perform at certain key performance
indicator targets. Any failure of the Solar Plant or BESS to deliver in accordance with such targets, whether due totechnical malfunctions,
adverse weather conditions, degradation of equipment or other operational factors, may expose Ergo to increased Eskom tariffs. Any such
increase in electricity costs could adversely affect Ergo’s cash position.
Damage to tailings storage facilities and excessive maintenance and rehabilitation costs could result in lower production and
health, safety and environmental liabilities.
Our tailings storage facilities are exposed to numerous risks and events, the occurrence of which may result in the failure, breach or
damage of such a facility. These may include sabotage, piping or seepage failures, failure by our employees to adhere to the codes of practice
and natural disasters such as excessive rainfall and seismic events, any of which could force us to stop or limit operations. This is further
impacted and expected to intensify with the effects of climate change. In addition, the facilities could overflow or a side wall could collapse
jeopardizing the health and safety of our employees and communities living around these facilities and potentially resulting in extensive
property and environmental damage.
In the event of damage to, or any failure of, our tailings facilities, we could face legal proceedings (including criminal proceedings
and public civil actions) and investigations for significant amounts of damages. Such actions would also likely entail significant costs and
potentially involve the need for large expenditures to help regions and people affected to recover. The occurrence of any of these risks could
adversely affect our operations and this in turn could have a material adverse effect on our business, operating results and financial condition.
The potential elimination of conventional wet tailings could also lead to large additional expenditures on research and development
of new technologies. Changes in law and regulation, to impose more stringent standards, may also lead to increased capital expenditure to
update our facilities, be able to expand our facilities in the future or continue to meet existing or more stringent legal (including permit)
requirements.
Due to the nature of our business, our operations face extensive health and safety risks and regulation of those risks.
Gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of, or personal injury, to
employees or others. These risks and events include seismic events, heat, ground or slope failures, rock bursts, sink holes, fires, falls of
ground and blockages, flooding, discharges of gases and toxic substances as well as radioactivity, unplanned detonation of explosives,
blasting and the transport, storage and handling of hazardous materials.
According to section 54 of the Mine, Health and Safety Act of 1996, if an inspector believes that any occurrence, practice or
condition at a mine endangers or may endanger the health or safety of any person at the mine, the inspector may give any instruction
necessary to protect the health or safety of persons at the mine. These instructions could include the suspension of operations at the whole or
part of the mine. Health and safety incidents could lead to mine operations being halted and that will increase our unit production costs,
which could have a material adverse effect on our business, operating results and financial condition.
As with environmental incidents, so too may the occurrence of health and safety risks result in increased regulator and stakeholder
scrutiny, which may lead to increases in compliance costs, and could result in enforcement actions and litigation (by regulators, affected
stakeholders and others) that could lead to the imposition of significant fines or liabilities or otherwise adversely impact our operations
through revocation of permits and approvals, the imposition of new conditions, and reputational impacts. The occurrence of such risks could
have a material adverse effect on our business, operating results and financial condition.
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 for FY2025, andthe safety metrics achieved improved. The Group continues to prioritise safety, has strengthened oversight and
leadership at all operations, and continues with safety programmes and monitoring.
Furthermore, the construction workings and execution of the current large projects have resulted in an increased number ofpeople
and vehicles, (i.e. contractors and construction vehicles) within the existing operating areas. This has increased the likelihood of safety-
related incidents. Although scrutiny has intensified to ensure that operational and project teams adhere to safety protocols and procedures, a
safety related incident could result in stoppage of current operations and / or project works which may 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. South Africa is a
water-stressed country, and potable water scarcity increasingly affects both public and private sector operations. The growing gap between
water demand and supply, driven by droughts, population growth, poor infrastructure, climate change, and water system mismanagement,
may limit the availability of reliable and affordable water sources for our operations. During financial year 2025, there was an increase in
disruptions in water supply by Rand Water (South Africa's bulk water utility) to Gauteng residents. As a result, we increasingly rely on
secondary water sources, including non-potable or contaminated water. The use of such sources may expose us to additional regulatory,
environmental, operational and health-related risks, and may require costly treatment and monitoring.
Although we continue to research and implement measures to optimise 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, results of operations and financial condition.
A disruption in our information technology systems, including incidents related to cyber security, could adversely affect our
business operations.
We rely on the accuracy, availability and security of our information technology systems. Despite the measures that we have
implemented, including those related to cyber security, our systems could be breached or damaged by computer viruses and systems attacks,
natural or man-made incidents, disasters or unauthorized physical or electronic access.
Any system failure, accident or security breach could result in business disruption, theft of our intellectual property, trade secrets
(including our proprietary technology), unauthorized access to, or disclosure of, personnel or supplier information, corruption of our data or
of our systems, reputational damage or litigation. We may also be required to incur significant cost to protect against or repair the damage
caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems, implementing additional
threat protection measures, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other
remedial steps with respect to third parties. (Refer to Item 16K. ‘‘Cyber Security")
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. Cyber security attacks have recently become more prevalent in the mining industry, which has increased the likelihood
of DRDGOLD being targeted for cyber security attacks in the future. An extended failure of critical system components, caused by
accidental, or malicious actions, including those resulting from a cyber security attack, could result in a significant environmental incident,
compromise of employee safety, commercial loss or interruption to operations as well as loss or misappropriation of confidential
information, including personal data relating to DRDGOLD's 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
shutdown 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.
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 any of our two mining operations generating cash flows, will have an adverse effect on
the Company.
We have two mining operations generating cash flows, namely Ergo and FWGR. Ergo’s reclamation sites, processing plants, pump
stations and the Brakpan 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, pipelines 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.
Our FWGR operations are reliant on the use and access to Sibanye-Stillwater Limited’s ("Sibanye-Stillwater") mining
infrastructure, related services including the smelting and recovery of gold from gold loaded carbon produced at FWGR (FWGR has the
option to transfer gold loaded carbon to Ergo's Knights plant as an alternative to Sibanye-Stillwater) as well as the use of various rights,
permits and licenses held by Sibanye Gold Proprietary Limited (wholly owned subsidiary of Sibanye-Stillwater) pursuant to which FWGR
operates, pending the transfer to FWGR of those that are transferable. Any disruption in the supply of, or our ability to use and access the
Sibanye-Stillwater mining infrastructure, related services and rights, permits and licenses, could have an adverse impact on our operations.
Any of the risks above or other interruptions could adversely impact our operations which could have a material adverse effect on
our business, operating results and financial condition.
Changes in the market price for gold and exchange rate fluctuations, both of which have fluctuated widely in the past, affect
the profitability of our operations and the cash flows generated by those operations.
Our results are significantly impacted by the price of gold and the USD-rand exchange rate. Any sustained decline in the market
price of gold from the current levels would adversely affect us, and any sustained decline in the price of gold below the cost of production
could result in the closure of some or all of our operations which would result in significant costs and expenditure, such as, incurring
retrenchment costs earlier than expected which could lead to a decline in profits, or losses, as well as impairment losses. In addition, as most
of our production costs are in rands, while gold is sold in dollars and then converted to rands, our results of operation and financial condition
have been and could be in the future materially affected by an appreciation in the value of the rand. Accordingly, any sustained decline in the
dollar price of gold and/or the strengthening of the South African rand against the dollar would negatively and adversely affect our business,
operating results and financial condition.
US inflation remained steady during fiscal year 2025, mainly driven by the continued impact of the Federal Reserve's monetary
policy tightening, as the Federal Reserve targets a 2% inflation rate. With inflation starting to decrease, the US Federal Reserve has lowered
interest rates by 75 basis points since September 2024, and further decreases are expected over fiscal year 2026. Uncertainty regarding the
timing and extent of interest rate cuts has contributed to the gold price remaining elevated, a trend further influenced by the conflict between
Israel and Gaza and by uncertainty surrounding potential US tariff changes. In addition, we are impacted by movements in the exchange rate
of the rand against the dollar as described below.
Exchange rates are influenced by global economic trends. The closing exchange rate of the rand against the dollar at June 30, 2025
strengthened by 2% compared to June 30, 2024. The closing price of the rand against the dollar at June 30, 2024 strengthened by 3%
compared to June 30, 2023. At September 30, 2025, the rand traded at R 17.25 = $1.00 (based on closing rates), representing a 3%
strengthening of the rand against the dollar from June 30, 2025 as the rand remained strong as a result of quantitative easing and lowering the
interest rates by the US Federal Reserve and Eskom Holdings SOC Limited (“Eskom”) providing stable electricity to the grid (load shedding
has been suspended since March 2024, but can be reinstated at any given time). The rand/dollar exchange rate was volatile throughout the
fiscal year 2025, mainly as a result of global uncertainty regarding US tariffs which has created trade tension between US and China.
Furthermore, US tariffs have threatened South African exports. Additional contributing factors include uncertainty around the timing and
extent of interest rate reductions, geopolitical tensions between Israel and Gaza, the ongoing conflict between Russia and Ukraine, perceived
political and economic instability, and the structurally weak economic growth of the South African economy.
A decrease in the dollar gold price and/or a strengthening of the rand against the dollar results in a decrease in our profitability. If
the rand was to appreciate against the dollar or the gold price were to decrease for a continued time, our operations could experience a
reduction in cash flow and profitability, and this would adversely affect our business, operating results and financial condition.
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. However, should favorable conditions arise, we may consider short-term hedging opportunities where this is deemed
beneficial. Gold is sold at a dollar gold price and spot exchange rate specified in a contract with the South African bullion banks to deliver
the gold at a specified settlement date. If the dollar gold price should fall and/or the rand should strengthen against the dollar, this would
adversely affect us, and we may experience losses, and if these changes result in revenue below our cost of production and remain at such
levels for any sustained period, we may be forced to curtail or suspend some or all our operations. 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 losses if the gold price
rises significantly above the hedged level.
The imposition of significant tariffs by the United States of America on South African and global exports may have a
significant impact on global supply chains, increase the cost of supplies used in our operations and affect our ability to export gold
without significant tariffs
The Unites States has imposed significant tariffs on imports from various countries, and the tariff landscape continues to evolve,
causing uncertainty in global markets with concerns around slower global economic growth. The US has imposed a 30% tariff on its imports
from South Africa, leading to concerns around joblosses, rising export costs, and slower economic growth in the country. Although no
tariffs have been imposed by the US administration on gold, there is uncertainty regarding whether such tariffs may be imposed in the future.
Any tariffs imposed on gold could have an adverse effect on the global gold market and gold prices and may increase the cost of selling our
gold in global markets, which could lead to lower profitability.
Depletion of profitable reserves and or failure to acquire new Mineral Reserves could negatively affect our future cash flows,
results of operations and financial condition.
New or ongoing exploration programs may be delayed or may not result in new mineral producing operations that will sustain or
increase our Mineral Reserves. A failure to acquire new Mineral Reserves in sufficient quantities and quality to maintain or grow the current
level and quality of our reserves will negatively affect our future cash flow, results of operations and financial condition. In addition, if we
are unable to identify Mineral Reserves that have reasonable prospects for economic extraction while maintaining sufficient controls on
production and other costs, this will have a material effect on the future viability of our operations.
If our payable reserves are depleted without being replacedor expanded in future years through exploration, acquisition or
development activities, our production levels and life of mine will decline. Any such reduction in reserves would adversely affect our
We may be unable to make desirable acquisitions or to integrate successfully any businesses we acquire, including the
development of Phase 2 of the FWGR assets acquired from Sibanye-Stillwater.
Our future success may depend in part on the acquisition of businesses or technologies intended to complement, enhance or expand
our current business or products or that might otherwise offer us growth opportunities. Our ability to complete such transactions may be
hindered by a number of factors, including identifying acquisition targets, obtaining necessary financing and potential difficulties in
obtaining government approvals. Any acquisitions we make, could fail to achieve our financial or strategic objectives or disrupt our ongoing
business which could adversely impact our results of operations.
Any acquisition that we do make would pose risks related to the integration of the new business or technology with our business
and organization. We cannot be certain that we will be able to achieve the benefits we expect from a particular acquisition or investment.
Acquisitions may also strain our managerial and operational resources, as the challenge of managing new operations may divert our
management from day-to-day operations of our existing business. Furthermore, we may have difficulty integrating employees, business
systems, and technology. The controls, processes and procedures of acquired businesses may also not adequately ensure compliance with
laws and regulations and we may fail to identify compliance issues or liabilities. Our business, financial condition and results of operations
may be materially and adversely affected if we fail to coordinate our resources effectively to manage both our existing operations and any
businesses we acquire. Acquisitions can also result in unforeseen liabilities.
Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a
particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our financial or
strategic objectives.
We may not be able to meet our cash requirements because of a number of factors, many of which are beyond our control.
Management’s estimates on future cash flows are subject to risks and uncertainties, such as the rand gold price, production
volumes, recovered grades and costs. Management is estimating a significant capital investment in major projects in the next few years. If
we are unable to meet our cash requirements out of cash flows generated from our operations, we would need to fund our cash requirements
from financing sources and any such financing may not be permitted under the terms of our financing arrangements or may not be possible
on attractive terms or at all due to rising interest rates, or may not be available on acceptable terms, or at all. If we do not generate sufficient
cash flows or have access to adequate financing, our ability to respond to changing business and economic conditions, make future
acquisitions, react to adverse operating results, meet our debt service obligations and fund required capital expenditures or meet our working
capital requirements may be adversely affected.
An increase in production costs could have an adverse effect on our results of operations.
An increase in our production costs will impact our results of operations. Production costs are affected by, inter alia:
rising global and national inflation;
labor stability, productivity and increases in labor costs;
increases in 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 regulation;
unforeseen changes in ore grades and recoveries;
unexpected changes in the quality or quantity of reserves;
technical production issues;
availability and cost of smelting and refining arrangements;
environmental and industrial accidents;
gold theft;
shortages or availability of materials used in production;
environmental factors; and
pollution.
Our production costs consist mainly of materials including reagents and steel, labor, electricity, specialized service providers,
machine hire, security, water, fuels, lubricants and other oil and petroleum-based products. Production costs have in the past, and could in the
future, increase at rates in excess of our annual inflation rate and impact our results of operation and can result in the restructuring of these
operations at substantial cost.
A four-year wage agreement was reached with organized labor at FWGR in November 2024. ERGO’s wage agreement with
employees expired at the end of June 2025 and negotiations with organized labor will continue with the meeting scheduled for November
- There is an increased likelihood of wage-related disputes escalating into industrial action, including potential labor strikes. Such
developments could significantly disrupt operations and pose safety risks to employees. Management is monitoring developments closely
and has initiated contingency planning to mitigate potential operational and safety impacts.
Increases in production costs, if material, will adversely impact our results of operations. In addition, any initiatives that we pursue
to reduce costs, such as reducing our reliance on Eskom’s grid through self-generation of power, for example through the Solar Power
Project at Ergo, reducing our labor force, a reduction of the corporate overhead, negotiating lower price increases for consumables and cost
controls may not be successful or sufficient to offset the increases affecting our operations and could adversely affect our business, operating
results and financial condition.
Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.
Our operations are subject to increasingly extensive laws and regulations governing the protection of the environment under
various state, provincial and local laws, which regulate air and water quality, hazardous waste management and environmental rehabilitation
and reclamation. Our mining and related activities have the potential to impact the environment, including land, habitat, streams and
environment near the mining sites. More complex and stringent regulations may lead us to face increased regulatory and stakeholder
scrutiny, which may increase capital expenditures. Failure to comply with environmental laws or delays in obtaining, or failures to obtain
government permits and approvals, or the imposition of additional permit/approval conditions may adversely impact our operations and may
open us to enforcement actions and potential litigation. In addition, the regulatory environment in which we operate could change in ways
that could substantially increase costs of compliance, resulting in a material adverse effect on our profitability.
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 R 558.7 million which is included in
our statement of financial position as at June 30, 2025 (Refer to Item 18. ‘‘Financial Statements - Note 11 – Provision for environmental
rehabilitation”). However, the ultimate amount of rehabilitation costs may in the future exceed the current estimates due to factors beyond
our control, such as changing legislation, higher than expected cost increases, or unidentified rehabilitation costs. 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.
In addition to compliance with local laws and regulations, our operations are also increasingly subject to stakeholder expectations
concerning the application of international environmental (and health and safety and social) standards. These include the Responsible Gold
Mining Principles, IFC Performance Standards, World Gold Council guidelines and World Bank guidelines. The application of these
standards similarly increases the costs of compliance, while the failure to adhere to such standards can result in reputational damage and
adversely affect our operations.
Regulators are increasingly focusing on enforcement of these applicable laws (including permitting requirements). Enforcement
activities may cause our operations to cease or to be suspended and may require us to undertake corrective measures that require additional
capital expenditure. We have also been, and may in the future be, subject to litigation and other costs as well as actions by authorities,
affected stakeholders, non-governmental 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.
Uncertainties regarding supply chain
The global inflationary pressures as well as geopolitical volatility may negatively impact availability and cost of critical material
and equipment. This may be further exacerbated by the increase in the frequency and severity of natural disasters such as severe weather,
floods and earthquakes which may further increase this risk. The risk of dependency on key suppliers requires ongoing focus and proactive
management. A sustained unavailability and increased cost of critical material such as reagents and critical equipment may require
DRDGOLD to find acceptable substitute suppliers and may also require it to pay higher prices for such materials, potentially affect
production and increase operating costs resulting in loss of revenue. Furthermore, there is a growing risk of a shortage of cyanide supply to
the mining industry in South Africa. Tailings retreatment operations require a high volume of material feed and consequently high
consumption of cyanide. As our operations pl to increase throughput, a shortages of cyanide would result in a decrease in production or come
at an additional cost of importing. New projects may also be adversely affected by delays in supplies, freight costs and higher than
inflationary increases for capital equipment which may affect operations and production, and ultimately result in failure to deliver into the
business plans.
Events may occur for which we are not insured which could affect our cash flows and profitability.
Because of the nature of our business, we may become subject to liability for pollution or other hazards against which we are
unable to insure or are not insured, including those in respect of past mining activities. Our existing property, business interruption and other
insurance contains certain exclusions and limitations on coverage. The insured value for property and loss of profits due to business
interruption is R23.9 billion, with a total loss limit of R3 billion for Ergo and R1.2 billion for FWGR for fiscal year 2026. Business
interruption is only covered 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 categories. To cover legal liability to third parties for damage, injury, illness ordeath, a total of R1 billion
insurance cover is in place for the 2026 fiscal year, subject to certain exclusions and limitations on coverage.
Insurance coverage may not cover the extent of claims brought against us, including claims for environmental, industrial or
pollution related accidents or damages or interruption due to electricity supply failure / interruptions, for which coverage is not available. In
addition, insurance policies for the various classes now also have a clause that excludes cover for infectious diseases such as Covid. Any
business interruption due to the impact of such a disease may thus not be covered from an insurance perspective and could result in loss of
revenue. If we are required to meet the costs of claims which exceed our insurance coverage, this could have a material adverse effect on our
If we are unable to attract andretain key personnel our business may be harmed.
The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical
personnel including the positions of Chief Executive Officer and Chief Financial Officer. The loss of any of our key personnel could delay
the execution of our business plans, which may result in decreased production, increased costs and decreased profitability. For example, the
Ergo Financial Director retired during fiscal year 2024, and while there was sufficient succession planning in place, there is no guarantee that
future departures will not disrupt the business. In addition, we compete with mining and other companies on a global basis to attract and
retain key human resources at all levels with appropriate technical skills and operating and managerial experience necessary to operate the
business. Factors critical to retaining our present staff and attracting additional highly qualified personnel include our ability to provide these
individuals with competitive compensation arrangements, and other benefits. If we are not successful in retaining or attracting highly
qualified individuals in key management positions, our business may be harmed. We do not maintain “key man” life insurance policies on
any members of our executive team. Any of the foregoing may have a material adverse effect on our business, operating results and financial
condition.
We are subject to operational risks associated with our flotation and fine-grind (FFG) project.
Our flotation and fine-grind project, implemented in fiscal year 2014, is designed to improve extraction efficiencies.
Certain components of the FFG were temporarily halted in the first quarter of fiscal year 2020 to perform an evaluation and
compare the additional revenues earned from additional gold extracted from the most recently integrated reclamation sites compared to the
cost incurred to operate the FFG circuit. The remaining components of the FFG continue to operate. Testing on the newly integrated material
has suggested that some of these halted components will only operate in subsequent years once the related reclamation sites have been
brought online in accordance with the current life of mine plan for ERGO. These halted components are classified as idle assets until they are
brought back into operation as described. The success of the FFG is directly dependent on the material type and material mix processed
through it. Therefore, the halted components will remain idle pending the continuation and conclusion of various test work regarding the
material type and material mix of future reclamation sites. Firm decisions have also not yet been made by the executive committee and the
Board of Directors on the future of the FFG. We remain subject to operations risks relating to the FFG project.
Risks related to the gold mining industry
A change in the dollar price of gold, which in the past has fluctuated widely, is beyond our control.
Historically, the gold price has fluctuated widely and is affected by numerous industry factors over which we have no control
including:
a significant amount of above-ground gold in the world that is used for trading by investors;
the physical supply of gold from world-wide production and scrap sales, and the purchase, sale or divestment by central banks of their gold
holdings;
the demand for gold for investment purposes, industrial and commercial use, and in the manufacturing of jewelry;
speculative trading activities in gold;
the overall level of forward sales by other gold producers;
the overall level and cost of production of other gold producers;
international or regional political and economic events or trends;
the strength of the dollar (the currency in which gold prices generally are quoted) and of other currencies;
financial market expectations regarding the rate of inflation;
interest rates;
gold hedging and de-hedging by gold producers; and
actual or expected gold sales by central banks and the International Monetary Fund.
During fiscal year 2025 the gold price reached a high of U$3,432 per ounce and a low of U$2,329. We benefited from a sustained
high gold price due to global economic uncertainty and geopolitical tensions, which includes uncertainties regarding US tariffs, which
contribute to market instability, driving investors toward gold as a safe-haven asset.
Investors globally, as they have in so many previous times of crisis, turned to gold. The rand/dollar exchange rate was volatile
throughout the fiscal year 2025 mainly as a result of global the uncertainty around US tariffs, which threatened South African exports and
uncertainty around the lowering of interest rates, geopolitical tensions between Israel and Gaza, perceived political and economic instability,
structurally weak economic growth of the South African economy.
The factors mentioned above indicate the various factors that causes the volatility in the price of gold or the rand/dollar exchange
rate in the future. Our profitability may be negatively impacted by a decline in the gold price as we incur losses when revenue from gold
sales drops below the cost of production for an extended period.
The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently
unproductive.
Exploration is highly speculative in nature and requires substantial expenditure for drilling, sampling and analysis of ore bodies to
quantify the extent of the gold reserve. Many gold exploration programs, including some of ours, do not result in the discovery of
mineralization and any mineralization discovered may not be of sufficient quantity or quality to be mined profitably. If we discover a viable
deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic
feasibility of production may change.
Moreover, we rely on the evaluations of professional geologists, geophysicists, and engineers for estimates in determining whether
to commence or continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may not
be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined with any degree of
accuracy whether the deposit contains economically recoverable mineralization. Uncertainties as to the metallurgical recovery of any gold
discovered may not warrant mining based on available technology.
Our future growth and profitability will depend, in part, on our ability to identify and acquire additional mineral rights and gold
reserves, and on the costs and results of our continued exploration and development programs. Our business focuses mainly on the extraction
of gold from tailings, which is a volume driven exercise. Only significant deposits within proximity of services and infrastructure that
contain adequate gold content to justify the significant capital investment associated with plant, reclamation and deposition infrastructure are
suitable for exploitation in terms of our model. There is a limited supply of these deposits which may inhibit exploration and developments,
especially ina 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 operations in any of our operations. The costs incurred on exploration
activities that do not identify commercially exploitable reserves of gold are not likely to be recovered and therefore are likely to be impaired.
There is inherent uncertainty in Mineral Reserves and Mineral Resources estimates.
Our Mineral Reserve and Mineral Resources figures described in this document are the best estimates of our current management
as of the dates stated and are reported in accordance with the requirements of the SEC’s Regulation S-K (Subpart 1300). These estimates
may not reflect actual Mineral Reserves and Mineral Resources or future production.
Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar
examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might ultimately cause our
reserve estimates to decline. Moreover, if the rand price of gold declines, or stabilizes at a price that is lower than recent levels, or those
assumed in our mining plans, or if our labor, specialized services providers, water, steel, electricity and other production costs increase or
recovery rates decrease, it may become uneconomical to recover Mineral Reserves and Mineral Resources, particularly those containing
relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our Mineral Reserves and Mineral
Resources. Short-term operating factors relating to the ability to reclaim our Mineral Reserves, at the required rate, such as an interruption or
reduction in the supply of electricity, limited deposition capacity or a shortage of water may have the effect that we are unable to achieve
critical mass, which may render the recovery of Mineral Reserve, or parts of the Mineral Reserve no longer feasible, which could negatively
affect production rate and costs and decrease our profitability during any given period. Estimates of Mineral Reserves and Mineral Resources
are based on drilling results and because unforeseen conditions may occur in these mine dumps that may not have been identified by the
drilling results, the actual results may vary from the initial estimates. These factors have in the past and could in the future result in
reductions in our Mineral Reserves and Mineral Resources estimates and as a result, our production, which could in turn adversely impact
the total value of our mining asset base and our business, operating results and financial condition.
Gold mining is susceptible to numerous events that could have an adverse impact on a gold mining business.
The business of gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of or
personal injury to employees, the loss of mining and reclamation equipment, damage to or destruction of mineral properties or production
facilities, monetary losses, delays in production, environmental damage, loss of the license to mine and potential legal claims. The risks and
events associated with the business of gold mining include:
environmental hazards and pollution, including dust generation, toxic chemicals, discharge of metals, pollutants, radioactive
materials and other hazardous material into the air and water;
flooding, landslides, sinkhole formation, ground subsidence, ground and surface water pollution and waterway contamination;
a decrease in labor productivity due to labor disruptions, work stoppages, disease, slowdowns or labor strikes;
unexpected decline of ore grade;
metallurgical conditions or lower than expected gold recovery;
failure of unproven or evolving technologies;
mechanical failure or breakdowns and ageing infrastructure;
energy and electrical power supply interruptions;
availability of water;
injuries to employees or fatalities due to falls from heights and accidents relating to mobile machinery or electrocution or other
causes;
activities of illegal or artisanal miners;
material and equipment availability;
legal and regulatory restrictions and changes to such restrictions;
social or community disputes or interventions;
accidents caused from the collapse of tailings facilities;
pipeline failures and spillages;
safety-related stoppages; and
corruption, fraud and theft including gold bullion theft.
The occurrence of any of these hazards could delay production, result in losses, or increase production costs or decrease earnings
and may result in significant legal claims and adversely impact our business results of operations and financial condition.
Risks related to doing business in South Africa
Political or economic instability in South Africa may reduce our production and profitability.
We are incorporated in South Africa and all our operations are currently in South Africa. Large parts of our operations are situated
in urban areas where most of the communities that live near our facilities are in the grip of poverty and experience socio-economic stress. As
a result, political and economic risks relating to South Africa which have been escalated over the last few years, could have a significant
effect on our production and profitability. Large parts of the South African population are unemployed and do not have access to adequate
education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating and redressing
the disadvantages suffered by most citizens under previous governments may increase our costs and reduce our profitability. Crime levels in
recent years in South Africa have increased which expose the business to increase in frequency and severity of security issues that may
disrupt business operations. These problems may impede fixed inward investment into South Africa and increase emigration of skilled
workers and as a result, we may have difficulties retaining qualified employees.
The sustained high unemployment rate, rising inequality and increased lawlessness has increased the risk of social unrest, such as
protests and conflict, in our surrounding communities. Continuous lack of service delivery, political instability and slow reformative action
being taken by all spheres of the South African government, specifically, in combating unemployment particularly in the youth of the
country adds to a sense of frustration that may increase the potential of violent strikes that could cause damage to property, harm to people
and disrupt operations. This frustration was a contributing factor that led to social unrest, people committing crimes, vandalization and theft
of property, and damaging infrastructure during fiscal year 2024 which was a contributing factor to delays in commissioning new
reclamation sites. A prolonged economic downturn could result in an extended period of high unemployment, further exacerbating anti-
mining sentiments in South Africa. Poor service delivery by local government has caused communities to shift expectations to the private
sector to provide essential services and for increased support and assistance. Poverty and high levels of unemployment have lead to demands
to participate in, and benefit from, the economic activities of our business. Failure to recognise these could result in miscommunication,
misaligned expectations and loss of trust that in turn could threaten our social license to operate.
Recent developments in South Africa, including the formation of the Government of National Unity ("GNU") subsequent the 2024
elections and reduced power outages, are fostering cautious optimism for economic growth. Recent sovereign rating updates also affirmed a
stable to positive outlook but indicated that any further upward revisions will depend on sustained economic growth and fiscal discipline.
Despite this, operating within the South African context remains challenging due to ongoing leadership struggles within the GNU, which
contribute to unpredictable policy and regulatory changes. These factors, together with corruption, systemic failures, ongoing public
infrastructure challenges and poor service delivery, continue to erode public trust and heighten social tensions.
Uncertainty within South Africa's political and economic context may adversely affect business and investor confidence. In
addition, recent commissions of inquiry and reports into governance and corruption have scrutiny of government performance and state
accountability, contributing to policy uncertainty, regulatory shifts, and unpredictable community responses.
Furthermore, the rise of Environmental, Social, and Governance ("ESG") factors, such as electricity usage, social unrest, social
license to operate, climate change, water usage and environmental stewardship, in investment decisions may result in divestment in the
mining sector.
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, results of operations and financial condition.
Inflation can adversely affect us.
The inflation rate in South Africa is relatively high compared to developed, industrialized countries, although many countries
around the world are currently facing inflation challenges. As of June 30, 2025, the annual Consumer Price Inflation Index (“CPI”), stood at
3.0% compared to 5.1% in June 2024 and 5.4% in June 2023. Annual CPI was 3.4% as at September 30, 2025. 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.
South African mining specific inflation was 3.7% for calendar year 2024 (calendar year 2023: 8.6% and calendar year 2022:
13.8%) which is higher than general CPI. Inflation in the gold mining sector tends to exceed general inflation, primarily due to increases in
electricity, chemical and labor costs. The impact of these cost pressures is reflected in DRDGOLD's cash cost, which increased by 4% in
fiscal year 2025 (fiscal year 2024: 13.7% and fiscal year 2023: 6.5%), although this was also influenced by the volume of tonnages
processed. Higher and sustained inflation in the future, with a consequent increase in operational costs could have a material adverse effect
on our results of operations and our financial condition and could result in operations being discontinued or reduced or rationalized, which
could reduce our profitability.
The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may have an
adverse effect on the results of our operations and our financial condition.
We may be subject to claims relating to occupational health diseases and we are currently subject to legal action described below.
In January 2013, DRDGOLD, East Rand Proprietary Mines Limited (“DRDGOLD Respondents”) and 23 other mining
companies (“Other Respondents”) (collectively referred to as “Respondents”) were served with a court application issued in the High
Court of South Africa for a class certification on behalf of former mineworkers and dependents of deceased mineworkers (“Applicants”). In
the application the Applicants allege that the Respondents conducted underground mining operations in a negligent and complicit manner
causing the former mineworkers to contract occupational lung diseases. The Applicants have as yet not quantified the amounts which they
are demanding from the Respondents in damages.
On May 3, 2018, the Applicants and Anglo American South Africa Limited, AngloGold Ashanti Limited, Sibanye Gold
Proprietary Limited trading as Sibanye-Stillwater, Harmony Gold Mining Company Limited, Gold Fields Limited, African Rainbow
Minerals Limited and certain of their affiliates (“Settling Companies”) settled the class certification application in which the Applicants in
each sought to certify class actions against gold mining houses cited therein on behalf of mineworkers who had worked for any of the
particular respondents and who suffer from any occupational lung disease, including silicosis or tuberculosis.
The DRDGOLD Respondents, are not a party to the settlement between the Applicants and Settling Companies. The dispute,
insofar as the class certification application and appeal thereof is concerned, still stands and has not terminated in light of the settlement
agreement (refer to Item 18. “Financial Statements - Note 27 –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 organized crime activities which have started to target gold plants.
In October 2019, a number of companies, including our Knights and Ergo plants, were subject to armed attacks targeting the gold
in the plants or high-grade gold bearing material. These incidents were very well organized and in all the incidents the thieves were armed. In
some of the incidents employees of companies were also held hostage until the targeted material was obtained. In the 2019 incident, a
security officer was fatally injured.
Any such incidents have and may still result in losses of gold or other damage which could have a material adverse impact on our
business, financial results or condition.
Theft at our sites, particularly of copper and pipelines, may result in greater risks to employees or interruptions in production.
Crime statistics in South Africa indicate an increase in theft. This together with price increases for copper and steel has
resulted in theft of copper cables and pipelines. Our operations experience high incidents of copper cable theft and pipelines despite the
implementation of enhanced security measures which have increased our security spend. At times, the incidences have resulted in
serious injuries of our security personnel. In addition to the general risk to employees’ lives in an area where theft occurs, we may suffer
production losses and incur additional costs as a result of power interruptions caused by cable theft and theft of bolts used for the
pipeline.
Power stoppages or shortages or increases in the cost of power could negatively affect our results and financial condition.
Our mining operations are currently dependent on electrical power supplied by Eskom, South Africa’s state-owned utility
company. Electricity makes up approximately 12% of our operating costs. Eskom has become incapable of satisfying the energy
requirements of the South African economy and applied a system of power rationing or load shedding to prevent a complete collapse of the
national electricity grid. Eskom is a distressed enterprise unlikely to make a full recovery. It is owed billions of rands by local municipalities
and in more recent times has also fallen victim to damage to its supply grid through incessant cable theft. This poses a threat to our ability to
maintain the requisite volume throughput to deliver into our business plan, while the steps we are required to take to curtail load during load
shedding, like intermittently switching off our mills, also impact recovery efficiencies. The private sector has responded by accelerating
private production of renewable power. Government's own measures are lagging though, and it has been slow to administer the freeing up of
power generation on a larger scale. Although load shedding remained suspended at June 30, 2025, South Africa is still exposed to load
reduction which will be with us for the foreseeable future if the required maintenance and renewing of the Eskom power generation fleet
does not take place, which comes at a significant cost to the end user of Eskom electricity. Eskom and the government has introduced a
number of initiatives to over the past two years to reduce load shedding, being:
The introduction of the energy plan by the president of South Africa;
The introduction and appointment of an Electricity Minister;
Eskom launched a two year generational operational recovery plan to increase power generation and supply;
Change in the leadership of Eskom;
R254 billion debt relief from National Treasury
Decrease in electricity demand from Eskom over the years due to renewable energy alternative from residents, business and large
electricity consumers such as miners.
As part of theunbundling of Eskom, Eskom announced the appointment of the National Transmission Company of SA board in
January 2024, a step toward operationalizing the company that will be focused on managing the national grid which is independent
of Eskom’s generation and distribution functions.
Additional tax incentives for companies and households to build or implement their own renewable electricity sources to assist in
lowering the demand from Eskom.
Eskom reported a pre-tax profit for the first time in eight years, driven by less load shedding and an improved Energy Availability
Factor as a result of better plant performance, reduced reliance on diesel, and completion of new generation capacity. However, Eskom's
financial statements remain qualified due to ongoing uncertainties. The future of Eskom therefore remains precarious due to the following
major risks which, if they materialize, may have an adverse impact on its viability.
National Energy Regulator of South Africa (“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 5.36% from April 1, 2026 and 6.19% from
April 1,2027. Eskom tariff increases increase the cost of mining and have an adverse effect on profitability.
The security of future power supply as well as the cost thereof remains a risk and may have major implications for our operations,
which may result in significant production losses.
In 2019, the President of South Africa announced the vertical unbundling of Eskom to improve efficiencies and have an
independent grid operator and open competition for energy generation at lower cost to the consumer. While full state ownership will be
maintained, the unbundling is expected to result in the separation of Eskom’s generation, transmission and distribution functions into
separate entities, which may require legislative and/or policy reform. The unbundling is still ongoing; however during March 2024 NERSA
approved the Eskom’s request to transfer its control over independent power producers ("IPPs") to the National Transmission Company of
South Africa ("NTCSA"). The NTCSA will be Eskom’s transmission subsidiary under the unbundling process that will split Eskom into
generation, transmission and distribution entities. Any IPP will be able to engage with the NTSCA to supply electricity via the Eskom grid to
Eskom, thus reducing the risk of future load shedding. Poor reliability of the supply of electricity and instability in prices through the
unbundling process is expected to continue. Eskom’s coal fired power plants have not performed well for a number of years, with national
rotational power cuts (load shedding) having been implemented intermittently through the last number of fiscal years. Should we experience
further power tariff increases, our business operating results and financial condition may be adversely impacted.
Ergo has completed the construction and commissioning of a Solar Power Project, with the aim of reducing its reliance on Eskom
and reducing 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 battery energy storage system. 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 draws from the Ergo Central Substation. However, Ergo determined that only Eskom
may legitimately charge for the drawn and consumed electricity. Ergo has instituted legal proceedings by way of an application and since
then, the municipality has issued two summonses. Ergo has made payments under protest and without prejudice or admission of liability. The
outcome of Ergo's application remains uncertain and may result in adverse impacts on the business, operating results and financial condition.
Please refer to Note 25 in the Consolidated Annual Financials for further detail.
Risks related to ESG performance including climate change
Increased scrutiny and expectation by stakeholders including governments, Non-government organizations (“NGOs”),
shareholders, investors, communities and other parties of interest regarding our ESG performance and practices as well as increased
reporting requirements, may expose us to additional costs and possible penalties for not complying to related standards. ESG-related risks
that we are exposed to include climate change physical and transition risks, compliance with environmental legislation and practices, soil and
water contamination, radiation, noise, water availability and efficient use thereof, energy efficiency and decarbonization, pollution and
inappropriate waste management practices, compromised safety and occupational well being, compromised employee health and mental
wellness, failure to manage diversity and inclusion, raising community expectations and concerns, complexity of legal and regulatory
compliance, supply chain risks, tailings management risks etc. Failure to manage these risks as well as to achieve the ESG performance
targets set may negatively impact the business and lead to reduced investor confidence and reputational challenges.
Physical risks including extreme weather
As a result of climate change, our operations are exposed to severe weather events that have in the past and could in the future
interrupt production and our supply chain. Major property, infrastructure and/or environmental damage as well as loss of human life could be
caused by extreme weather events such as droughts, heatwaves, extreme rainfall and high wind volumes which are all on the increase in
terms of frequency, duration and intensity. Specifically, we have experienced an increase in intensity of events, such as thunderstorms on the
Highveld, where our operations are situated. It is believed that the long-term upward trend in global temperature is directly correlated with an
increase globally in severe weather events both in terms of magnitude and frequency. During the third quarter of fiscal year 2025,
unprecedented heavy and persistent rainfall caused delays in the construction of the RTSF. Tonnages were also lower at Ergo due to
inhibited access access to certain sites which impacted the desired blend of reclamation material and ultimately impacted gold production.
Dry weather conditions can result in water restrictions being applied. In the cases where municipal water is used, these restrictions
can result in reclamation sites not being able to transfer material to the processing plants and also the processing plants not being able to
operate at full capacity. Severe thunderstorms and high winds, especially during the summer rainy season, may also cause damage to
operational infrastructure that may in turn cause an interruption in the production of gold. Strong wind, in particular, may also increase dust
exceedances throughout our operations, causing air pollution. Such incidents and other weather events may damage the facility and may
result in water shortages which can impact our operations and cause the interruption of deposition and gold production until the facility is
repaired or alternative deposition is brought online.
The occurrence of these risks and events may result in adverse impacts to our workforce, production interruptions, increased
operational costs associated with mitigation, measures and power and supply chain disruptions, project delays and increased production
pricing. All of this may result in adverse impacts on our business, operating results and financial condition.
Scarcity of water may exacerbate the risk of climate change and may negatively affect our operations.
South Africa is a relatively dry area and these conditions may deteriorate. South Africa faces water shortages, which may lead to
the revision of water usage strategies by several sectors in the South African economy, including electricity generation and municipalities.
This may result in rationing or increased water costs. Such changes would adversely impact our surface retreatment operations, which use
water to transport the slimes or sand from reclaimed areas to the processing plant and to the tailings facilities. Additionally, in Johannesburg
and surrounding areas, water supply infrastructure is poorly maintained, leading to interruptions in water supply that could further disrupt our
operations.
DRDGOLD invested R22 million in the construction of a filtration plant at the Rondebult Waste Water Works (operated by the
East Rand Water Care Company) to treat sewage water to reduce the use of potable water. This water is used both to reclaim and carry
production materials and also, ultimately, to irrigate rehabilitation vegetation at a significantly lower cost than that of potable water. The
plant was commissioned in early fiscal year 2016 and has design capacity to provide Ergo with 10 Mega Litres (“Ml”) a day from the
Rondebult sewage treatment facility. However, due to the deterioration of the local government authorities’ infrastructure, the expected
quantity of sewerage is not reaching the treatment facility and as a result Ergo is still not able to extract the full design capacity of 10 Ml of
water a day. It is not certain if and when the flow of sewerage will reach expected levels.
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 acid mine drainage ("AMD") water. Any interruption in these services could
materially affect operational continuity and production. In addition, AMD water requires significant treatment to meet operational standards,
which increases costs.
Any reduction in the volume or quality of water available to operations may adversely affect production output and our business,
results of operations and financial condition.
Failure to adapt or transition to climate change measures
The company is also exposed to a growing number of critical drivers of change and expectations. This includes new national and
international regulations, increased public concerns as well as pressure from lobby groups, regulators and investors for Companies to address
and report on the impact of climate change risks in a meaningful manner.
The need to adapt or transition in response to climate change, including complying with new regulations and responding to
increased stakeholder expectations, could result in increased compliance and operating costs as well as having other business impacts on
production costs and capacity. Failure to adopt measures in the face of transition risks may also negatively impact the business and could
lead to reduced investor confidence.
Risks related to government regulation
Government policies in South Africa may adversely impact our operations and profits.
The mining industry in South Africa is extensively regulated through legislation and regulations issued through the government’s
administrative bodies. These involve directives in respect of health and safety, water usage, the mining and exploration of minerals and
managing the impact of mining operations on the environment. A variety of permits, regulatory approvals and authorities are required to
mine lawfully, and the government enforces its regulations through the various government departments. Lack of communication between
government and regulators as well as ineffective regulators remains an issue that may increase the cost of compliance and obtaining permits.
The formulation or implementation of government policies may be discretionary and unpredictable on certain issues, including changes in
conditions for the issuance of licenses insofar as social and labor plans are concerned, transformation of the workplace, laws relating to
mineral rights, ownership of mining assets and the rights to prospect and mine, additional taxes on the mining industry and in extreme cases,
nationalization. A change in regulatory or government policies could adversely affect our business and may also result in increased project
costs and potential delays.
Complexity, uncertainty and changes within the regulatory environment continue, and those changes that are averse to business
and growth projects may result in increased project costs and potential delays.
The recently proposed Mineral and Resources Draft Bill (“MPRD Bill”) is also contributing to our exposure to these regulatory
uncertainties. The impact of this MPRD Bill on DRDGOLD is high based on the following:
The requirement to apply for a mining right to process movable ‘historical tailings’ pursuant to the draft MPRD Bill; and
The intended amendments to the MPRD Act that would allow the relevant Minister to set beneficiation targets for the mining
industry and exercise control over the beneficiation of minerals in South Africa.
DRDGOLD has submitted representations to the office of the Minister expressing its 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 Minister. However, there can be no assurance that such advocacy efforts will be
successful. In addition, although DRDGOLD may challenge any attempts by the State to expropriate or otherwise restrict its 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 the Group's 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 Usage License applications, leading to shortfalls in planned production.
Both Ergo and FWGR currently have licence and other permit applications pending relating to the re-commissioning of TSFs and
the construction of reclamation sites. 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 the business, operating results and financial condition of
our operations.
The Mineral and Petroleum Resources Royalty Act, No.28 of 2008 and the Mineral and Petroleum Resources Royalty Act
(Administration), No.29 of 2008 govern royalty rates for gold mining in South Africa. These acts provide for the payment of a royalty,
calculated through a royalty rate formula (using rates of between 0.5% and 5.0%) applied against gross revenue per year, payable half yearly
with a third and final payment thereafter. The royalty is tax deductible and the cost after tax amounts to a rate of between 0.33% and 3.3% at
the prevailing marginal tax rates applicable to the taxed entity. The royalty is payable on old unconverted mining rights and new converted
mining rights. Based on a legal opinion the Company obtained, mine dumps created before the enactment of the Mineral and Petroleum
Resources Development Act (“MPRD Act”) fall outside the ambit of this royalty, and consequently the Company does not pay any royalty
on any dumps created prior to the MPRD Act. Introduction of further revenue-based royalties or any adverse future tax reforms could have
On May 20, 2025, the draft MPRD Bill was gazetted for public comment. The two main areas of concern in the MPRD Bill are the
requirement to now be granted a mining right for movable tailings dumps and a new Black Economic Empowerment (“BEE”) and
transformation regime. The other notable concern with respect to the MPRD Bill relates to suggested ‘Beneficiation’. Subsequent to the
MPRD Bill being gazetted on May 20, 2025 for public comment, “interested and affected parties”were allowed to make representations to
the Department of Mineral and Petroleum Resources (“DMPR”) (previously the Department of Mineral Resources and Energy (the
"DMRE")). DRDGOLD has submitted its written representations to the DMPR.
Requirement of a mining right
Currently, and as a general proposition in the mining industry, the processing of movable tailings dumps does not constitute
“mining” for the purposes of the MPRD Act. Movable tailings dumps created before May 1, 2004, when the MPRD Act became effective,
are not subject to the MPRD Act and can be processed without a mining right. Tailings dumps processed by companies like DRDGOLD are
all movable in nature, and the MPRD Bill, if it ultimately amends the MPRD Act, will radically change companies’ ability to process these
movable tailings dumps.
BEE and transformation regime
Currently, there is no requirement for BEE when applying for a Prospecting Right. The MPRD Bill changes 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”). The MPRD Bill makes these Codes enforceable legislation. The Codes conflict with the
transformation imperatives in the remainder of the MPRD Bill.
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.
Failure to comply with the requirements of the Broad Based Socio-Economic Empowerment Charter 2018 could have an
adverse effect on our business, operating results and financial condition of ouroperations.
On September 27, 2018, the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018
(“Mining Charter 2018”) was published in Government Gazette No. 41934 of Government Notice No. 639 on September 27, 2018. Mining
Charter 2018 requires, inter alia, an enduring 30% Black Economic Empowerment ("BEE") interest in respect of new mining rights. It also
has extensive provisions in respect of Historically Disadvantaged Persons (“HDP”) representation at board and management, as well as
provisions relating to local procurement of goods and services. The procurement target of the total spend on services from South African
companies has been pegged at 80% (up from 70% in Mining Charter III) and 60% of the aggregate spend thereof must be apportioned to
BEE entrepreneurs.
In March 2019, the Mineral Council of South Africa brought an application in the High Court, Pretoria for a judicial review and
setting aside of certain provisions in Mining Charter 2018.
On September 21, 2021, the High Court of South Africa ruled that the Mining Charter 2018 is not binding subordinate legislation
but an instrument of policy. This ruling affirmed that the Minister of Mineral Resources and Energy (“MRE Minister”) was not entitled to
make law through the Mining Charter 2018 to require 30% HDP ownership for the renewal of existing mining rights. The DMPR Minister
confirmed that they will not appeal theruling.
DRDGOLD cannot guarantee that it will meet all the targets set out by the Mining Charter 2018. For example, if the Mining
Charter 2018 were to remain in its current form, there is no assurance that the goods, services and supplies in South Africa would be
sufficient to allow us to meet the targets. More specifically, DRDGOLD may not be able to meet the requirement that 80% of total mining
goods and services procurement spend be on South African-manufactured goods due to an insufficient number of suppliers in South Africa
with heavy equipment. DRDGOLD may be required to increase participation by HDP in senior positions and allocate additional resources
for the development of the mine community, human resources, sustainability, procurement and enterprise. DRDGOLD may also be required
to make further adjustment to the ownership structure of its South African mining assets, including increasing the ownership of HDP, in
order to meet the Mining Charter 2018 requirements. Any such additional measures could have a material adverse effect on our business,
operating results and/or financial condition.
In addition, if we are unable to obtain sufficient representation of HDP at the board level and in management positions or if there
are not sufficient succession plans in place, this could have a material adverse effect on our business (including resulting in the imposition of
fines and having a negative effect on production levels), operating results and financial position. In relation to this, the mining industry,
including DRDGOLD, continues to experience a global shortage of qualified senior management and technically skilled employees.
DRDGOLD may be unable to hire or retain appropriate senior management, technically skilled employees or other management personnel,
or may have to pay higher levels of remuneration than it currently intends in order to do so.
Also, there is no guarantee that any steps DRDGOLD has already taken or might take in the future will ensure the retention of its
existing mining rights, the successful renewal of its existing mining rights, the granting of applications for new mining rights or that the
terms of renewals of its mining rights would not be significantly less favorable than the terms of its current mining rights. Any further
adjustment to the ownership structure of DRDGOLD’s South African mining assets in order to meet the above mentioned requirements
could have a material adverse effect on the value of DRDGOLD’s securities
Refer to Item 4B. Business Overview – Governmental regulations and their effect on our business – The Broad Based Socio-
Economic Empowerment Charter.
Government policies in South Africa may adversely impact our operations and profits related to financial provisioning for
rehabilitation.
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 published subsequently. On February 1,
2024, the Minister of Forestry, Fisheries and the Environment again amended the transitional period contained in regulation 17B of the
Financial Provision Regulations, 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 20 November 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 20 November 2015, is not yet required to comply with the Financial Provision
Regulations. In the previous amendments to the regulation 17B of the Financial Provision Regulations, the Minister always specified a date
by when the transitional period would expire and when all holders would be required to comply with the Financial Provision Regulations.
However, this time the Minister has amended regulation 17B to provide that the transitional period will continue to apply until the Minister
published a date by when all holders are required to comply with the Financial Provision Regulations.
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.
See discussion in 4.B. Business Overview – Governmental regulations and their effect on our business – Financial Provision for
Rehabilitation.
The implementation of Carbon Tax effective from June 1, 2019 may have a direct or indirect material adverse effect on our
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 has been extended until 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 2025 tax period, the carbon tax rate will increase from R190/tCO 2 e to
R236/tCO 2 e.
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 is scheduled to commence in January 2026, with the key changes made to the carbon tax regime. For
instance, the voluntary carbon budget allowance of 5% will fall away, and mandatory carbon budgets will be allocated to companies that
exceed 30 000 tCO 2 e per annum for listed activities. The carbon tax rate for emissions exceeding the carbon budget has been set at R640/
tCO 2 e. However, this change will not affect the Group, since the Group does not currently emit emissions above the 30 000 tCO 2 e threshold
for mandatory carbon budgets.
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 will continue 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 of our operations.
The Income Tax Act No 58 of 1962, or the ITA, contains certain ring-fencing provisions in section 36 specifically relating to
different mines regarding the deduction of certain capital expenditure and the carry over to subsequent years. After the restructuring of the
surface operations, effective July 1, 2012, Ergo is treated as one taxpaying operation pursuant to the relevant ring-fencing legislation. 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
Assessment of unredeemed capital expenditure by the South African Revenue Service could have an adverse effect on the
business, operating results and financial condition of our operations.
The South African Revenue Service (“SARS”) assesses capital expenditure when it is redeemed against taxable mining income
rather than when it is incurred. A different interpretation by SARS could have an adverse effect on our business, operating results and
financial condition.
Regulatory uncertainty regarding the tax treatment of Ergo's capital expenditure on the the battery energy storage system
("BESS") 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.
Since our South African labor force has substantial trade union participation, we face the risk of disruption from labor disputes
and new South African labor laws.
Labor costs are significant for Ergo, constituting 17% of Ergo’s production costs for fiscal year 2025 (2024:17%). As of June 30,
2025, our Ergo operations provided full-time employment for 693 employees while our main service providers deployed an additional 1945
employees to our operations, of whom approximately 87% are members of trade unions or employee associations.
Labor costs are significant for FWGR, constituting 18% of FWGR’s production costs for fiscal year 2025 (2024:18%). As of June
30, 2025, our FWGR operations provided full-time employment for 168 employees while our main service providers deployed an additional
572 employees to our operations, of whom approximately 88% are members of trade unions or employee associations.
We have entered into various agreements regulating wages and working conditions at our mines. FWGR has reached a four year
wage agreement with organized labor. ERGO’s wage agreement with employees expired at the end of June 2025 and negotiations with
organized labor will continue with the meeting scheduled for November 2025. Unreasonable wage demands could increase production costs
to levels where our operations are no longer profitable. This could lead to accelerated mine closures and labor disruptions. We are also
susceptible to strikes by workers from time to time, which result in disruptions to our mining operations.
In recent years, labor laws in South Africa have changed in ways that significantly affect our operations. In particular, laws that
provide for mandatory compensation in the event of termination of employment for operational reasons and that impose large monetary
penalties for non-compliance with the administrative and reporting requirements of affirmative action policies could result in significant
costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs or alter our
relationship with our employees. Labor cost increases could have an adverse effect on our business, operating results and financial condition.
Labor unrest could affect production.
During March 2022 to June 2022 there was strike actionby staff at the Sibanye-Stillwater gold mines adjacent to FWGR. FWGR’s
gold bars are smelted at Sibanye-Stillwater’s Driefontein plant. This resulted in Ergo having to smelt FWGR gold on their behalf. Such
events at our operations or at our reclamation sites has in the past and could in future have an adverse effect on our business, operating
results and financial condition.
We use a third party service provider for the management of our reclamation sites as well as on our Brakpan TSF and Driefontein 4
TSF. Any labor unrest or other significant issue at this third party service provider may impact the operation of this facility. Furthermore,
there has been an increase in employees and third party service providers at FWGR as a result of the Phase 2 project which is currently fully
underway. Any labor unrest or other significant issue with affected employees and third party service providers may impact the execution of
the project in a timely manner and within budget.
Strike action and intimidation at mining operations adjacent to our FWGR mining operations could have an adverse effect on our
Our financial flexibility could be materially constrained by South African currency restrictions.
South African law provides for exchange control regulations, which restrict the export of capital from South Africa, the Republic
of Namibia, and the Kingdoms of Lesotho and Eswatini, known collectively as the Common Monetary Area (the “CMA”). The Exchange
Control Department of the South African Reserve Bank, or SARB, is responsible for the administration of exchange control regulations. In
particular, South African companies:
are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the SARB;
are generally required to repatriate, to South Africa, profits of foreign operations; and
are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business.
While the South African Government has relaxed exchange controls in recent years, South African companies remain subject to
restrictions on their ability to deploy capital outside of the CMA and it is difficult to predict whether such relaxation of controls will continue
in the future. As a result, DRDGOLD’s ability to raise and deploy capital outside the CMA is restricted. These restrictions could hinder
DRDGOLD’s financial and strategic flexibility, particularly its ability to fund acquisitions, capital expenditures and exploration projects
outside South Africa. For further information see Item 10D. Exchange Controls.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws outside of
the United States.
The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery laws in other jurisdictions generally prohibit
companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or
retaining business. This includes aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC,
increased enforcement activity by non- U.S. regulators, and increases in criminal and civil proceedings brought against companies and
individuals. Our policies mandate compliance with the FCPA and other applicable anti-bribery laws. Our internal control policies and
procedures may not protect us from reckless or criminal acts committed by our employees, the employees of any of our businesses, or third
party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated
applicable anti-corruption laws, including the FCPA, we would investigate or have outside counsel investigate the relevant facts and
circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may
result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions
or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or
indirectly engaging in certain types of businesses, the loss of business permits, reputational harm or other restrictions which could disrupt our
business and have a material adverse effect on our business, financial condition, results of operations or liquidity.
We face risks with respect to compliance with the FCPA and similar anti-bribery laws through our acquisition of new companies
and the due diligence we perform in connection with an acquisition may not be sufficient to enable us fully to assess an acquired company’s
historic compliance with applicable regulations. Furthermore, as we make acquisitions such as the acquisition of FWGR, our post-acquisition
integration efforts may not be adequate to ensure our system of internal controls and procedures are fully adopted and adhered to by acquired
entities, resulting in increased risks of non-compliance with applicable anti-bribery laws.
Risks related to ownership of our ordinary shares or ADSs
It may not be possible for you to effect service of legal process, enforce judgments of courts outside of South Africa or bring
actions based on securities laws of jurisdictions other than South Africa against us or against members of our board.
Our Company, certain members of our board of directors and executive officers are residents of South Africa. All our assets are
located outside the United States and a major portion with respect to the assets of members of our board of directors and executive officers
are either wholly or substantially located outside the United States. As a result, it may not be possible for you to effect service of legal
process, within the United States or elsewhere including in South Africa, upon most of our directors or officers, including matters arising
under United States federal securities laws or applicable United States state securities laws.
Moreover, it may not be possible for you to enforce against us or the members of our board of directors and executive officers’
judgments obtained in courts outside South Africa, including the United States, based on the civil liability provisions of the securities laws of
those countries, including those of the United States. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause
of action which will be enforced by South African courts provided that:
the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South
African law with reference to the jurisdiction of foreign courts;
the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);
the judgment has not lapsed;
the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including
observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served with
documents initiating proceedings, that he was given a fair opportunity to be heard and that he enjoyed the right to be legally
represented in a free and fair trial before an impartial tribunal;
the judgment was not obtained by fraudulent means;
the judgment does not involve the enforcement of a penal or revenue law; and
the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as
amended), of South Africa.
It is the policy of South African courts to award compensation for the loss or damage sustained by the person to whom the
compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system that does not
mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of
each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into
the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually
implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the
capacity of the parties to the contract will usually be determined in accordance with South African law.
It is doubtful whether an original action based on United States federal securities laws may be brought before South African courts.
A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in
South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be
authenticated for use in South African courts. It may not be possible therefore for an investor to seek to impose liability on us in a South
African court arising from a violation of United States federal securities laws.
Dividend withholding tax will reduce the amount of dividends received by beneficial owners.
On April 1, 2012, the South African Government replaced Secondary Tax on Companies (then 10%) with a 15% withholding tax
on dividends and other distributions payable to shareholders. The dividend withholding tax rate was increased to 20%, effective from
February 22, 2017. The withholding tax reduces the amount of dividends or other distributions received by our shareholders. Any further
increases in such tax will further reduce net dividends received by our shareholders.
Your rights as a shareholder are governed by South African law, which differs in material respects from the rights of
shareholders under the laws of other jurisdictions.
Our Company is a public limited liability company incorporated under the laws of the Republic of South Africa. The rights of
holders of our ordinary shares, and therefore many of the rights of our ADS holders, are governed by our memorandum of incorporation and
by South African law. These rights differ in material respects from the rights of shareholders in companies incorporated elsewhere, such as in
the United States. In particular, South African law significantly limits the circumstances under which shareholders of South African
companies may institute litigation on behalf of a company.
Control by principal shareholders could adversely affect our other shareholders.
Sibanye-Stillwater beneficially owns 50.1% of our outstanding ordinary shares and voting power and has the ability to control, our
board of directors. Sibanye-Stillwater will continue to have control over our affairs for the foreseeable future, including with respect to the
election of directors, the consummation of significant corporate transactions, such as an amendment of our constitution, a merger or other
sale of our company or our assets, and all matters requiring shareholder approval. In certain circumstances, Sibanye-Stillwater’s interests as a
principal shareholder may conflict with the interests of our other shareholders and Sibanye-Stillwater’s ability to exercise control, or exert
significant influence, over us may have the effect of causing, delaying, or preventing changes or transactions that our other shareholders may
or may not deem to be in their best interests. In addition, any sale or expectation of sale of some or all the shares held by Sibanye-Stillwater
could have an adverse impact on our share price.
Sales of large volumes of our ordinary shares or ADSs or the perception that these sales may occur, could adversely affect the
prevailing market price of such securities.
The market price of our ordinary shares or ADSs could fall if substantial amounts of ordinary shares or ADSs are sold by our
stockholders, or there is the perception in the marketplace that such sales could occur. Current holders of our ordinary shares or ADSs may
decide to sell them at any time. Sales of our ordinary shares or ADSs, if substantial, or the perception that any such substantial sales may
occur, could exert downward pressure on the prevailing market prices for our ordinary shares or ADSs, causing their market prices to
decline. Trading activity of hedge funds and the ability to borrow script in the marketplace will increase trading volumes and may place our
share price under pressure.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.