DRDGOLD LTD
For the period ended Jun 30, 2026. Filed Oct 2, 2026.
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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.
FY2026 · Filed Oct 2, 2026
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 Dam Safety Evaluation (“DSE”) every five years, conducted by an
independent Approved Professional Person (“APP”). Following each evaluation, the APP is required to submit its findings and
recommendations to the regulator, the Department of Water and Sanitation (“DWS”). Such recommendations may include
adjustments to deposition rates, or other operational or structural measures that could result in changes, limitations or restrictions
on the use of the TSF, which may in turn adversely affect our throughput rate and production.
Each operation monitors the geo-technical integrity of its TSFs carefully in accordance with a prescribed set of parameters.
A deterioration in any of these parameters may result in a reduction in or suspension of throughput, which may in turn affect
production.
At the Ergo operation, the Brakpan TSF is a mature facility and is approaching its final phase as a mega-volume tailings storage
facility. To support the long-term sustainability of deposition capacity, Ergo is advancing regulatory applications associated with
the potential recommissioning of the adjacent Withok TSF, which, if approved and successfully commissioned, could provide
approximately 310 million tonnes of additional deposition capacity. The public participation process has been completed and the
project is currently progressing through the required regulatory approval processes, including environmental authorisation, a waste
management licence and a water use licence. Subject to the receipt of all required approvals and successful construction,
commissioning is currently targeted for the end of calendar year 2029. Delays in obtaining approvals, changes to regulatory
requirements or construction challenges could affect the timing of commissioning and adversely impact future deposition capacity,
throughput and production.
The regulatory process to recommission the Withok TSF is complex, though, and the regulator may not approve all aspects of the
envisaged design. The footprint and location of the facility make construction challenging, which may result in missed target dates
and failure to achieve planned throughput rates. While the commissioning of the Daggafontein deposition facility is expected to
reduce deposition volumes to the Brakpan TSF and assist in managing available deposition capacity in the medium term,
Daggafontein alone is not expected to provide a long-term solution to Ergo's deposition requirements. Consequently, regulatory
and construction delays in commissioning replacement tailings storage facilities, including Withok, as existing facilities approach
capacity, could result in reduced deposition flexibility, constrained throughput and, ultimately, adversely affect production and
results of operations.
At the FWGR operation, key projects to increase deposition capacity include the development of the RTSF as part of the Phase 2
FWGR project and is intended to provide replacement deposition capacity required to support the continued operation and
expansion of FWGR. Timely commissioning of the new facilities is critical, as any delay may result in reduced deposition rates or a
suspension of deposition which, in the absence of interim alternative deposition facilities, would have an adverse financial impact
on the business.
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Our large projects are subject to scheduling delays and cost overruns, and we may face constraints in financing our current
operations or any future projects, which could render our projects unviable or less profitable than planned.
Our large projects, most notably the development of FWGR Phase 2, which includes the construction of the RTSF, the Driefontein
Plant 2 (“DP2”) plant upgrade and construction of pipelines linking DP2 and RTSF, to expand our operations to the western side of
Johannesburg. Projects related to Ergo include the pipeline linking Ergo Plant to the Daggafontein TSF to resume deposition on the
Daggafontein TSF and the recommissioning of Withok TSF to enable mining on the west of the Ergo plant. These projects are
subject to numerous risks and challenges such as strict quality standards and specifications, delays, cost overruns, regulatory
approvals and requirements, social and environmental risks as well as technical risks including, inter alia:
unforeseen increases in the cost of equipment, labor and raw materials;
delays or disruptions in the supply of equipment and raw materials;
unforeseen design and engineering problems;
unforeseen ground conditions/geotechnical risks requiring extensive test work and ground monitoring which may impact
timeliness and costs;
changes in construction plans that may require new or amended planning permissions;
delays in obtaining the necessary regulatory approvals;
unforeseen construction problems;
unforeseen delays commissioning sections of the project;
inadequate phasing of activities;
labor disputes and social challenges;
security issues;
health and safety risks;
inadequate workforce planning or productivity of workforce;
inadequate management practices;
loss of, or inability to retain, key personnel whose experience and know-how are critical to project execution and operational
continuity;
natural disasters and adverse weather conditions;
poor contractor performance/failure or delay of third-party service providers; and
changes to regulations, such as environmental regulations.
The development of our projects involve capital intensive processes carried out over long durations, which requires us to commit
significant capital expenditure and allocate considerable management resources in utilizing our existing experience and know-
how. For example, the DP2 plant expansion project involves the construction of the plant’s own elution circuit and smelt house, and
a doubling of current throughput capacity to 1.2 Mtpm. Completion is expected in the first quarter of FY2027. Initial feed to the
expanded plant will be from the Driefontein 3 tailings and eventually the Libanon tailings (commissioning planned from the last
quarter of FY2027), 600,000tpm from each, reaching a steady state of 1.2 million tonnes per month in FY2028.
Construction of the RTSF, done intwo phases, is progressing well; however, severe rainfall events during FY2025 and FY2026
affected construction activities and placed pressure on the planned beneficial occupation timeline. With an ultimate deposition
capacity of 800 Mt and designed to ultimately receive tailings at a deposition rate of up to 2.4 Mt per month, phase 1 of the RTSF is
expected to be completed during thesecond quarter of FY2027, with construction of the remaining sections continuing
concurrently with the commencement of deposition at an initial planned rate of 1.2 Mt per month.
A key consideration for beneficial occupation (which originally was planned for the first quarter of FY2027), remains the uncertainty
regarding the Department of Water and Sanitation's requirements and the timeline for obtaining the necessary approvals for early
deposition. Although the beneficial occupation date has been deferred to the last quarter of FY2027 due to the above and weather
dependency, which aligns with the commissioning of the Libanon Pump Station, any further delay in obtaining regulatory approvals
could defer the planned increase in throughput capacity. This may result in lower production and ultimately returns and over time
also may require reducing deposition throughput at Driefontein 4 TSF as it is set to reach capacity during the last quarter of
FY2027, subject to the outcomes of the annual performance review.
Management continues to closely monitor the critical path activities, regulatory requirements and construction progress to support
the timely delivery of the RTSF capacity.
At Ergo, the recommissioning of the Withok TSF remains subject to regulatory approvals, the process of which is currently
underway. Once recommissioned, Withok TSF is planned to have a design deposition capacity of approximately 310 million tonnes
with a life of about 20 years and an eventual deposition rate of 1.3 million tonnes per month. Delays in obtaining these
authorizations could delay the planned increase in tonnages at Ergo from 1.65 million tonnes per month to 1.8 million tonnes per
month and also result in lower production, and ultimately returns, as Brakpan TSF nears its end of life. Commissioning is expected
during FY2030.
We face the risk that the expected benefits of our projects, such as those described above, are not achieved, or that we fail to
account for potential challenges during the transition from construction to fully operational status, as well as the integration of
constructed works into existing processes and systems. In particular, the phase 2 FWGR project, resumption of deposition on the
Daggafontein TSF and recommissioning of the Withok TSF are material to us, and significant cost overruns or adverse changes in
assumptions affecting the viability of these projects could have a material adverse effect on our business, cash flows, financial
condition and prospects. Any such failure may negatively impact production output.
In addition, if the assumptions we make in assessing the viability of our projects, including those relating to commodity prices,
exchange rates, interest rates, inflation rates and discount rates, prove to be incorrect or need to be significantly revised, this may
adversely affect profitability or even the viability of our projects. The uncertainty and volatility in the gold market makes it more
difficult to accurately evaluate the project economics and increases the risk that the assumptions underlying our assessment of the
viability of the project may prove incorrect.
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Our operating cash flow, available banking facilities and ability to raise funds from banks or the capital markets may be insufficient
to meet our capital expenditure plans and requirements, depending on the timing and cost of development of our existing projects
and any further projects we may pursue. As a result, new sources of capital may be needed to meet the funding requirements of
these projects and to fund ongoing business activities. Our ability to raise and service new sources of capital will depend on, inter
alia, macroeconomic conditions, cost of debt, our credit rating, our gearing and other risk metrics, financial market conditions,
future gold prices, the prospects for our industry, our operational performance and our operating cash flow and debt position. Any
inability to raise such funds may place a burden on our cash reserves and affect our ability to finance our key projects.
In the event of operating or financial challenges, any dislocation in financial markets or new funding limitations, our ability to pursue
new business opportunities, invest in existing and new projects, fund our ongoing business activities and pay dividends, could be
constrained, any of which could have a material adverse effect on our business, operating results, cash flows and financial
Supply shortages and price volatility for key operating materials could adversely affect production and increase operating
costs.
Global inflationary pressures, geopolitical volatility, and the increasing frequency and severity of natural disasters, including severe
weather, floods and earthquakes, present risks to the availability and cost of critical materials and equipment, and require ongoing
proactive management of key supplier dependencies. A sustained shortage or elevated cost of critical inputs, such as reagents,
fuel, electricity and natural gas, may require us to source alternative suppliers, implement operational workarounds or incur higher
procurement costs, potentially reducing production and increasing operating costs.
As tailings retreatment operations process high volumes of material, they require significant quantities of cyanide, creating a
dependency on a limited number of suppliers and presenting a concentration risk. During fiscal year 2026, Sasol, a key supplier of
sodium cyanide, declared force majeure following supply disruptions. However, DRDGOLD had proactively implemented
mitigation measures, including the commissioning of a briquette plant which solubilises cyanide briquettes to liquid cyanide, which
significantly reduced the potential operational impact of the disruption. While these initiatives enhanced supply resilience, any
prolonged interruption in cyanide availability, continued supplier capacity constraints, or the need to import material from
alternative sources could result in increased costs and, in severe cases, reduced production.
South Africa’s reliance on imported natural gas exposes the country to increasing gas-supply challenges over the next three years
underpinned by geopolitical developments, infrastructure constraints, supply-chain disruptions and increasing demand. Reduced
availability and higher gas prices may progressively increase operational and cost risk. This risk is further amplified by gas being a
key feedstock in the manufacture of sodium cyanide, adding to the risk of cyanide supply challenges as mentioned above.
Geopolitical factors also present material vulnerabilities to supply reliability and logistics, particularly with respect to access to oil.
In early 2026, conflict between the United States and Iran resulted in the closure of the Strait of Hormuz, a critical global oil transit
route, causing a significant spike in global energy prices that directly impacted our costs. Although conditions have subsequently
improved, geopolitical tensions in the region remain and there can be no assurance that further escalation, disruption to shipping
routes or constraints on global energy supply will not occur. Any such developments could cause further significant disruption to
global oil and energy markets and our operating costs.
Additionally, the Group’s ability to source certain machinery and products may be impacted by the imposition of protectionist trade
measures, including tariffs. From 2025, the United States imposed significant tariffs on a broad range of imported goods, including
a 30% tariff on South African exports, raising concerns regarding job losses, rising export costs, and slower economic growth in
South Africa. Although those tariffs have since been reduced following legal challenges in the United States, the tariff landscape
continues to evolve and remains highly uncertain. There can be no assurance that additional tariffs introduced by the United States
or other jurisdictions will not further disrupt global supply chains or increase the cost of equipment and materials used in our
operations.
Any unforeseen shortages or increases in supply costs could negatively impact our profitability and adversely affect our ability to
meet project deadlines, due to issues with the availability of supplies, elevated freight costs and above-inflationary increases for
capital equipment. Such disruptions could affect operations and production and could ultimately result in a failure to deliver on our
business plans.
Underperformance of solar and energy storage infrastructure could increase electricity costs and adversely affect operational
performance.
Our mining operations are currently dependent on electricity supplied by Eskom, South Africa’s state-owned utility company, which
has historically been unable to meet the energy requirements of the South African economy and has implemented a system of
power rationing or load shedding to prevent a complete collapse of the national electricity grid. See “—Power stoppages or
shortages or increases in the cost of power could negatively affect our results and financial condition”. To reduce its reliance on
Eskom and reduce its future costof electricity, Ergo has completed the construction and commissioning of the Solar Power Project
(“Solar Plant”), which comprises a 60 MW solar photovoltaic plant together with an associated 160 MWh battery energy storage
system (“BESS”), supplying power to Ergo’s operations and offsetting consumption across multiple Eskom accounts.
Although the Solar Plant and BESS have reduced Ergo's reliance on Eskom and contributed to lower Eskom electricity
consumption and costs since commissioning, there is a risk that these facilities will not operate as expected or that they will not
achieve their intended performance or efficiency levels as they have been designed to meet certain key performance indicator
targets. Any failure of the Solar Plant or BESS to deliver in accordance with such targets, whether due totechnical malfunctions,
adverse weather conditions, degradation of equipment or other operational factors, may expose Ergo to increased Eskom tariffs
and increase its reliance on Eskom's electricity. Any such increase in electricity costs could adversely affect Ergo’s cash position.
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Damage to tailings storage facilities and excessive maintenance and rehabilitation costs could result in lower production and
health, safety and environmental liabilities.
Our tailings storage facilities are exposed to numerous risks and events, the occurrence of which may result in the failure, breach
or damage of such a facility. These may include sabotage, piping or seepage failures, failure by our employees to adhere to the
codes of practice and natural disasters such as excessive rainfall and seismic events, any of which could force us to stop or limit
operations. The likelihood and severity of these risks are expected to increase as the effects of climate change intensify. In
addition, these tailings storage facilities could overflow or a side wall could collapse jeopardizing the health and safety of our
employees and communities living around these facilities and potentially resulting in extensive property and environmental
damage.
In the event of damage to, or any failure of, our tailings facilities, we could face legal proceedings (including criminal proceedings
and public civil actions) and investigations involving significant damage claims. These actions would likely result in substantial
costs and could require significant expenditure to support the recovery of affected regions, communities, people and
environmental remediation. The occurrence of any of these risks could adversely affect our operations and this in turn could have a
Changes in laws and regulations that impose more stringent standards, may also lead to increased capital expenditure to update
our tailings storage facilities, expand them in the future or continue to meet existing or more stringent legal (including permit)
requirements.
Due to the nature of our business, our operations face extensive health and safety risks and regulation of those risks.
Gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of, or personal injury, to
employees or others. These risks and events include amongst other, severe weather exposures such as heat, rain, flooding, wind
and hail storms, ground or slope failures, sink holes, fires, seismic events, dust, silica and other airborne exposures, discharges of
toxic gases and other substances including exposure due to the storage and handling of chemical / reagent and other hazardous
material as well as radioactivity, exposures due to mobile and heavy mining equipment interactions, noise, vibration and other
occupational hygiene exposures, electrical and mechanical hazards and working at heights.
According to section 54 of the Mine, Health and Safety Act of 1996, if an inspector believes that any occurrence, practice or
condition at a mine endangers or may endanger the health or safety of any person at the mine, the inspector may give any
instruction necessary to protect the health or safety of persons at the mine. These instructions could include the suspension of
operations at the whole or part of the mine. Health and safety incidents could lead to mine operations being halted and that will
affect production and increase our unit production costs, which could have a material adverse effect on our business, operating
results and financial condition.
As with environmental incidents, the occurrence of health and safety risks result in increased regulator and stakeholder scrutiny.
Such scrutiny could increase compliance costs, and lead to enforcement actions or litigation by regulators, affected stakeholders
and others which may result in significant fines or liabilities. These risks could adversely affect our operations through revocation of
permits and approvals, the imposition of new conditions, and reputational impacts. The occurrence of such risks could have a
After five years of operating without a fatality, we very sadly lost a colleague at Ergo due to fatal injuries sustained on April 13, 2024
when a side-wall slip at the 5L27 dump impacted the loader he was operating. Subsequent to the fatality, the Group operated
fatality-free during FY2025 and FY2026, with several safety metrics improving across both reporting periods. The Group continues
to prioritize safety, has strengthened oversight and leadership at all operations, and continues with safety programs and
monitoring, although there can be no assurance that these measures will be sufficient to prevent further safety incidents.
The construction and execution of current large projects has also resulted in an increased number of contractors and construction
vehicles within existing operating areas. This has elevated the likelihood of safety-related incidents. Notwithstanding intensified
scrutiny to promote adherence by operational and project teams to safety protocols and procedures, a safety-related incident
could result in stoppage of operations or project works, which could adversely impact production.
Potable water scarcity and increased reliance on secondary water sources may adversely affect our operations and
increase costs.
Our operations require substantial volumes of water to transport material from reclamation sites to processing plants, for gold
recovery processes within the plants, transferring residual material to the TSF, and for rehabilitation and other activities. Water is
therefore a strategic resource that underpins DRDGOLD's ability to sustain production, optimize metallurgical recovery and
support future growth. South Africa is one of the world's most water-stressed countries, increasing pressure on national water
resources, driven by climate change, aging infrastructure, population growth and challenges in municipal water management
which continue to heighten the risk of securing reliable and affordable water supplies. During FY2025, there was an increase in
disruptions in water supply by Rand Water(South Africa's largest bulk water utility) to Gauteng residents. While, through our water
reticular process, we have progressively diversified our water sources to reduce dependence on potable water, our operations still
remain dependent on supplementing water requirements from alternative water sources, including treated acid mine drainage
(“AMD”), which requires ongoing treatment that comes at a cost. At our Far West operations, water supply is supplemented by
underground dewatering activities. Changes in future dewatering requirements, water availability and future growth may require
increased pumping capacity and associated energy costs, placing additional pressure on operating expenditure over the life of the
operation. The use of secondary water sources including non-potable or contaminated water may expose us to additional
regulatory, environmental, operational and health-related risks, and may require costly treatment and monitoring. In addition, the
DWS has indicated its intention to introduce a waste discharge charge system applicable to all waste-related activities with the
potential to impact water resources. In June 2024, the DWS published a revised Pricing Strategy for Raw Water Use Charges, with
a stated effective date of April 2026. The implementation timeline for this charge system has not yet been confirmed and remains
subject to review, with the DWS planning a phased implementation approach with full roll-out targeted by 2030. Once fully
implemented, the water discharge charge system may have significant cost implications for our operations.
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Although we continue to research and implement measures to optimize water use and recycling, including in relation to water
reticulation systems as well as the re-use of grey or treated water, there can be no assurance that these efforts will be sufficient to
secure the quality and quantity of water required for our operations. As part of life-of-mine planning, we continuously assess our water
requirements and are developing strategies to secure the appropriate quality and quantity of water over the short- to longer-term.
However, implementing these strategies may be onerous and could significantly increase our operational costs. Any inability to secure
a reliable and adequate water supply could disrupt production and adversely affect our business, operating results and financial
A disruption in our information technology systems, including incidents related to cybersecurity, could adversely affect our
business operations.
We rely on the accuracy, availability and security of our information technology systems. Despite the measures that we have
implemented, including those related to cybersecurity, our systems could be breached or damaged by computer viruses and
systems attacks, natural or man-made incidents, disasters or unauthorized physical or electronic access.
Any system failure, accident or security breach could result in business disruption, theft of our intellectual property, trade secrets
(including our proprietary technology), unauthorized access to, or disclosure of, personnel or supplier information, corruption of our
data or of our systems, reputational damage or litigation. We may also be required to incur significant cost to protect against or repair
the damage caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems,
implementing additional threat protection measures, defending against litigation, responding to regulatory inquiries or actions, paying
damages, or taking other remedial steps with respect to third parties. Refer to "Item 16K. Cybersecurity".
These threats are constantly evolving, including through the use of new technologies such as artificial intelligence and machine
learning by threat actors, thereby increasing the difficulty of successfully defending against them or implementing adequate
preventative measures and we remain subject to additional known or unknown threats. In some instances, we may be unaware of an
incident or its magnitude and effects. We may be susceptible to cyber-attacks, including phishing and ransomware attacks, in the
evolving landscape of cybersecurity threats. Cybersecurity attacks have recently become more prevalent in the mining industry,
which has increased the likelihood of DRDGOLD being targeted for cybersecurity attacks in the future. An extended failure of critical
system components, caused by accidental, or malicious actions, including those resulting from a cybersecurity attack, could result in
a significant environmental incident, compromise of employee safety, commercial loss or interruption to operations as well as loss or
misappropriation of confidential information, including personal data relating to our current or former employees. Such information
could also be made public in a manner that harms DRDGOLD’s reputation and financial results and, particularly in the case of
personal data, could lead to regulators imposing significant fines on DRDGOLD.
In addition, from time to time, we implement updates to our information technology systems and software, which can disrupt or shut
down our information technology systems. We may also adopt artificial intelligence and other emerging technologies into our
information technology systems or mining operations. Such tools may additionally be utilized by our contractors and third parties that
we conduct business with. The use of artificial intelligence may not meet the existing and rapidly evolving regulatory standards and
could introduce security risks that may expose confidential data, lead to the loss of competitive information and result in operational
failures. Although we seek to comply with applicable cybersecurity legislation and regulation, including the South African Cybercrimes
Act and the SEC’s final rules on cybersecurity risk management, strategy, governance, and incident disclosure, there can be no
guarantee that these efforts will be sufficient to meet evolving privacy, data protection and cybersecurity requirements. Information
technology system disruptions or security breaches, if not appropriately addressed or mitigated, could have a material adverse effect
on our operations.
Any interruption in gold production at either of our two mining operations generating cash flows could adversely affect our
business operations.
We have two mining operations generating cash flows, namely Ergo and FWGR. Ergo’s reclamation sites, processing plants, pump
stations and the Brakpan TSF are linked through pipeline infrastructure. The Ergo plant is currently our major processing plant.
FWGR’s reclamation sites, DP2 processing plant, pump stations and the Driefontein 4 Tailings Storage Facility are linked through
pipeline infrastructure.
Our reclamation sites, plants, pipeline infrastructure and the tailings storage facilities are exposed to numerous risks, including
operational down time due to planned or unplanned maintenance and possible load shedding or power dips, adverse weather,
destruction of infrastructure, spillages, higher than expected operating costs, or lower than expected production as a result of
decreases in extraction efficiencies due to imbalances in the metallurgical process as well as inconsistent volume throughput or other
factors. For additional information, see “—Supply shortages and price volatility for key operating materials could adversely affect
production and increase operating costs,” “—Power stoppages or shortages or increases in the cost of power could negatively affect
our results and financial condition,” and“—Damage to tailings storage facilities and excessive maintenance and rehabilitation costs
could result in lower production and health, safety and environmental liabilities.”
FWGR's operations are reliant on access to and use of Sibanye Stillwater Limited’s (“Sibanye-Stillwater”) mining infrastructure,
property and related services, including water and electricity supply. FWGR also relies on various rights, permits and licenses held by
Sibanye Gold Proprietary Limited, a wholly owned subsidiary of Sibanye-Stillwater, pursuant to which FWGR operates, pending the
transfer to FWGR of such rights, permits and licenses that are transferable. Any disruption in the supply of, or our ability to use and
access Sibanye-Stillwater's mining infrastructure, property, related services, rights, permits and licenses, could have an adverse
impact on our operations.
Any of the risks above or other interruptions could adversely impact our operations which could have a material adverse effect on our
DRDGOLD Limited Form 20-F 2026
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Changes in the market price for gold and exchange rate fluctuations, both of which have fluctuated widely in the past, affect
the profitability of our operations and the cash flows generated by those operations.
Gold produced is sold at a Dollar gold price and spot exchange rate specified in a contract with the South African bullion banks to
deliver the gold at a specified settlement date. As we are an unhedged gold producer, our results are fully exposed to fluctuations in
the Dollar gold price and spot exchange rate. Most of our production costs are incurred in Rands, while gold is sold in US Dollars and
subsequently converted to Rands. Accordingly, our financial and operational results have been, and could in the future be, materially
affected by movements in the value of the Rand and the US Dollar gold price. Any sustained decline in the Dollar gold price from
current levels and/or any sustained appreciation in the value of the Rand to levels below the cost of production could result in
decreased profitability, impairment losses and closure of operations. This could lead to significant costs including the cost of
retrenchments and closure costs. We generally do not enter into forward contracts to limit our exposure to fluctuations in the US Dollar
gold price or movements in the Rand exchange rate. In circumstances where medium-term debt is raised to fund growth projects, the
Group may enter into price protection arrangements to mitigate consequential liquidity risk. While hedging can provide short-term
protection against adverse movements in the gold price or Rand/Dollar exchange rate, it carries the risk of opportunity costs if the
gold price rises significantly above the hedged level.
Historically, the price of gold has fluctuated widely and is affected by numerous industry factors over which we have no control
including:
a significant amount of above-ground gold in the world that is used for trading by investors;
the physical supply of gold from world-wide production and scrap sales, and the purchase, sale or divestment by central banks of
their gold holdings;
the demand for gold for investment purposes, industrial and commercial use, and in the manufacturing of jewelry;
speculative trading activities in gold;
the overall level of forward sales by other gold producers;
the overall level and cost of production of other gold producers;
international or regional political and economic events or trends;
actual or threatened protectionist trade policies and tariffs, which may affect global economic conditions, currency values and
investor demand for gold;
actual or threatened tariffs on gold, which could have an adverse effect on the global gold market and gold prices and could
increase the cost of selling gold in global markets;
the strength of the Dollar (the currency in which gold prices generally are quoted) and of other currencies;
changes in interest rates and financial market expectations regarding the rate of inflation;
gold hedging and de-hedging by gold producers; and
actual or expected gold sales by central banks and the International Monetary Fund.
During fiscal year 2026, the gold price traded between a low of approximately US$3,275 per ounce and a high of approximately
US$5,399 per ounce. Investor demand for gold as a safe-haven asset rose markedly during the period, with a number of market
dynamics and factors that may have contributed to it, such as the geopolitical conflict in the Middle East, and the associated
disruption to global energy markets; escalating trade tensions arising from US tariff policies, which fueled broader economic
uncertainty and contributed to a weaker US Dollar; and record levels of accumulation by several central banks. We benefited from the
resulting elevated gold prices, which supported our revenue and profitability throughout fiscal year 2026.
The gold price has traded at or near record levels during fiscal year 2026; however, there can be no assurance that such price levels
will be sustained. Moreover, while elevated gold prices support our operating performance, they may also give rise to additional risks.
For example, a sustained period of elevated gold prices may increase asset acquisition costs, and investments or acquisitions made
on the basis of elevated gold price assumptions may prove unviable if gold prices subsequently decline. In addition, elevated gold
price assumptions may give rise to inflated Mineral Reserve and Mineral Resource estimates and life-of-mine plans; if gold prices
were subsequently to decline, certain reserves could become uneconomic, potentially resulting in downward revisions to those
estimates, reductions in mine life, and impairments of mining assets.
The gold price remained strong and volatile throughout fiscal year 2026, driven by global and domestic factors. At June 30, 2026, the
average spot gold price received was approximately US$4,238 per ounce, representing an increase of 50% compared to June 30,
2025 (when the average spot gold price received was approximately US$2,818 per ounce) and an increase of 36% at June 30, 2025
compared to June 30, 2024. Notwithstanding this year-on-year increase, the gold price experienced significant intra-year volatility in
response to changing investor sentiment, developments in global trade relations, geopolitical events, and expectations regarding the
timing and extent of future US Federal Reserve interest rate adjustments. Additional contributing factors to gold price volatility
throughout the period included fluctuations in the US Dollar, inflation expectations, and broader global economic uncertainty.
The Rand/Dollar exchange rate remained volatile throughout fiscal year 2026, driven by global and domestic factors. At June 30,
2026, the Rand traded at R 16.39 = US$1.00, strengthening by 8% against the Dollar compared to June 30, 2025 (when the Rand
traded at R 17.75 = US$1.00) and a 2% strengthening at June 30, 2025 compared to June 30, 2024. This year-on-year appreciation
reflected a broadly weaker US Dollar, driven in part by global investor concerns regarding the fiscal and trade impact of US tariff
policies, together with improved investor sentiment toward South Africa supported by the narrowing of South Africa’s current account
deficit and the continued stability of South Africa’s electricity supply, with Eskom providing stable electricity to the grid throughout
fiscal year 2026 (load shedding has been suspended since March 2024, though it may be reinstated at any time). Notwithstanding
this year-on-year appreciation, the Rand experienced significant intra-year volatility, strengthening to approximately R15.73 against
the Dollar earlier in the fiscal year before retracing as geopolitical tensions, including disruptions to shipping through the Strait of
Hormuz, contributed to higher energy prices and a partial shift away from emerging market currencies. The Rand subsequently
recovered as global risk appetite improved. Additional contributing factors to exchange rate volatility throughout the period included
uncertainty around the timing and extent of US Federal Reserve interest rate reductions, US tariff policies and associated trade
tensions between the US and China, perceived political and economic instability, and the structurally weak growth of the South African
economy.
DRDGOLD Limited Form 20-F 2026
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Any sustained adverse movement in the US dollar gold price, the Rand/Dollar exchange rate, or any of the other factors described
above could reduce our revenue, compress our margins and adversely affect our profitability and cash flows, which could have a
Depletion of profitable reserves and/or failure to acquire new Mineral Reserves could negatively affect our future cash flows,
operating results and financial condition.
New or ongoing exploration programs may be delayed or may not result in new mineral producing operations that will sustain or
increase our Mineral Reserves. A failure to acquire new quality Mineral Reserves with reasonable prospects for economic extraction to
maintain or grow the current levels will negatively affect our future cash flow, operating results and financial condition and may have a
material adverse effect on the future viability of our operations. This is particularly relevant to the RTSF, which has been designed to
hold more than current reserve levels at FWGR. See “—We may be unable to make desirable acquisitions or to integrate successfully
any businesses we acquire, including the development of Phase 2 of the FWGR assets acquired from Sibanye-Stillwater.”
At the same time Mineral Reserves that are depleted without replacement will result in a gradual decline in our life-of-mine (“LoM”)
and long-term sustainability. If we are unable to identify Mineral Reserves while maintaining sufficient controls on production and other
costs, this will have a material effect on the future viability of our operations.
We may be unable to make desirable acquisitions or to integrate successfully any businesses we acquire, including the
development of Phase 2 of the FWGR assets acquired from Sibanye-Stillwater.
Our future success may depend in part on the acquisition of businesses or technologies intended to complement, enhance or expand
our current business or products or that might otherwise offer us growth opportunities. Our ability to complete such transactions may
be hindered by a number of factors, including difficulties in identifying suitable acquisition targets, obtaining necessary financing and
potential difficulties in obtaining required government approvals. Any acquisitions we make could fail to achieve our financial or
strategic objectives or disrupt our ongoing business, which could adversely impact our results of operations.
Any acquisition we make could also pose risks related to the integration of the new business or technology with our business and
organization. For example, the integration of the FWGR assets, acquired from Sibanye-Stillwater in 2018, remains ongoing. The
development of Phase 2 of the FWGR assets, which comprises a number of significant capital projects, forms a key component of that
integration, and failure to execute Phase 2 successfully would adversely affect our ability to realize the full anticipated benefits of this
acquisition. See “—Our large projects are subject to scheduling delays and cost overruns, and we may face constraints in financing
our current operations or any future projects, which could render our projects unviable or less profitable than planned.” We cannot be
certain that we will be able to achieve the benefits we expect from a particular acquisition or investment. Acquisitions may also strain
our managerial and operational resources, as the challenge of managing new operations may divert our management from day-to-
day operations of our existing business. Furthermore, we may have difficulty integrating employees, business systems, and
technology. The controls, processes and procedures of acquired businesses may also not adequately ensure compliance with laws
and regulations, and we may fail to identify compliance issues or liabilities. Our business, financial condition and results of operations
may be materially and adversely affected if we fail to coordinate our resources effectively to manage both our existing operations and
any businesses we acquire. Acquisitions can also result in unforeseen liabilities.
Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a
particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our financial or
strategic objectives.
We may not be able to meet our cash requirements because of a number of factors, many of which are beyond our control.
Management’s estimates on future cash flows are subject to risks and uncertainties, such as the Rand gold price, production
volumes, recovered grades and costs. See “—Changes in the market price for gold and exchange rate fluctuations, both of which
have fluctuated widely in the past, affect the profitability of our operations and the cash flows generated by those operations,” “—An
increase in production costs could have an adverse effect on our results of operation,” and “—Our large projects are subject to
scheduling delays and cost overruns, and we may face constraints in financing our current operations or any future projects, which
could render our projects unviable or less profitable than planned.” The Group is currently investing significant capital in the execution
of several major projects. If we are unable to meet our cash requirements out of cash flows generated from our operations, we would
need to fund our cash requirements from financing sources and any such financing may not be permitted under the terms of our
financing arrangements or may not be possible on attractive terms or at all due to rising interest rates, or may not be available on
acceptable terms, or at all. If we do not generate sufficient cash flows or have access to adequate financing, our ability to respond to
changing business and economic conditions, make future acquisitions, react to adverse operating results, meet our debt service
obligations and fund required capital expenditures or meet our working capital requirements may be adversely affected.
DRDGOLD Limited Form 20-F 2026
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An increase in production costs could have an adverse effect on our results of operations.
An increase in our production costs could adversely affect our results of operations. Production costs are affected by, inter alia:
rising global and national inflation;
labor stability, productivity and increases in labor costs;
increases in reagents and nature of material reclaimed;
increases in electricity and water prices;
increases in crude oil and steel prices;
increases in security measures to protect our employees and infrastructure;
changes in law and regulation;
unforeseen changes in ore grades and recoveries;
unexpected changes in the quality or quantity of reserves;
technical production issues;
availability and cost of smelting and refining arrangements;
environmental and industrial accidents;
gold theft;
shortages or availability of materials used in production;
environmental factors; and
pollution.
Our production costs consist mainly of materials including reagents and steel, labor, electricity, specialized service providers,
machine hire, security, water, fuels, lubricants and other oil and petroleum-based products. Production costs have in the past, and
could in the future, increase at rates in excess of the South African annual inflation rate and impact our results of operations and, in
certain cases, result in the restructuring of these operations at substantial cost. The availability and cost of certain of these inputs may
also be subject to supply chain disruptions, geopolitical developments, or other external factors beyond our control. See “—Supply
shortages and price volatility for key operating materials could adversely affect production and increase operating costs.”
Labor costs represent a significant component of our production costs, and labor-related developments, including wage negotiations
and workforce disputes, could adversely affect our cost base and operations. A four-year wage agreement was reached with
organized labor at FWGR in November 2024, and a five-year wage agreement was reached with organized labor at Ergo beginning
February 2026. There can be no assurance that wage-related disputes will not arise or escalate into industrial action, including
potential labor strikes. Such developments could significantly disrupt operations and pose safety risks to employees. See “—Labor
disputes and changes in South African labor legislation could adversely affect our operations, operating results and financial
condition.”
Increases in production costs, if material, could adversely impact our results of operations. In addition, any initiatives that we pursue
to reduce costs, such as reducing our reliance on Eskom’s grid through self-generation of power, for example through the Solar Plant
at Ergo, reducing our labor force, a reduction of the corporate overhead, negotiating lower price increases for consumables and cost
controls may not be successful or sufficient to offset the increases affecting our operations, which could adversely affect our business,
operating results and financial condition.
Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.
Our operations are subject to increasingly extensive national, provincial and local laws and regulations governing environmental
protection, which regulate, among other things, air and water quality, hazardous waste management and environmental rehabilitation
and reclamation. See “—Government policies in South Africa may adversely impact our operations and profits related to financial
provisioning for rehabilitation” and “Item 4.D. Business overview—Governmental regulations and their effects on our business—
Environmental Regulation.” Our mining and related activities have the potential to impact the environment, including land, water
resources, habitats, and areas surrounding our operations, including through dust generation, water use and the management of
tailings facilities. More complex and stringent environmental regulations could increase our compliance costs and capital expenditure
requirements, and may subject us to heightened regulatory and stakeholder scrutiny. Failure to comply with environmental laws or
delays in obtaining, or failures to obtain government permits and approvals, or the imposition of additional conditions on permits or
approvals may adversely impact our operations and may open us to enforcement actions and potential litigation. In addition, the
regulatory environment in which we operate could change in ways that could substantially increase costs of compliance, resulting in a
material adverse effect on our profitability.
Regulators may intensify their enforcement of applicable environmental laws and permitting requirements. Enforcement activities may
cause our operations to cease or to be suspended and may require us to undertake corrective measures that require additional
capital expenditure. We have also been, and may in the future be, subject to litigation and other costs as well, as actions by
authorities, affected stakeholders, non-governmental organizations and public bodies relating to environmental matters. These claims
and actions can result in significant liabilities, penalties and fines which can adversely affect our business, operating results, and
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 721.4 million which is included in
our statement of financial position as at June 30, 2026. For further detail, see “Item 18. Financial Statements—Note 10—Provision for
environmental rehabilitation.” However, the ultimate amount of rehabilitation costs may in the future exceed the current estimates due
to factors beyond our control, such as changing legislation, higher than expected cost increases, or unidentified rehabilitation costs.
The Group provides for future obligations to rehabilitate by using funds held in insurance products. If any of our operations are
prematurely closed, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of those operations. The
closure of mining operations, without sufficient financial provision for the funding of rehabilitation liabilities, or unacceptable damage to
the environment, including pollution or environmental degradation, may expose us and our directors to prosecution, litigation and
potentially significant liabilities.
DRDGOLD Limited Form 20-F 2026
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Beyond compliance with local laws and regulations, our operations are also increasingly subject to stakeholder expectations
concerning the application of international environmental, and health and safety, and social standards. These include the International
Performance Corporation ("IPC") Performance Standards, World Gold Council guidelines, World Bank guidelines, and other
applicable voluntary frameworks. The application of these standards may similarly increase the cost of compliance, while the failure to
adhere to such standards could result in reputational damage and adversely affect our operations.
We may be subject to losses for which we are uninsured or underinsured, which could adversely affect our cash flows and
profitability.
The nature of our operations exposes us to liability for pollution, environmental damage and other operational hazards against which
adequate insurance coverage may not be available in the market or may not otherwise be maintained, including in respect of past
mining activities. Our existing property, business interruption and other insurance is subject to exclusions and limitations that may
leave certain losses not fully covered. The insured value for property and loss of profits due to business interruption is R27.8 billion,
with a total loss limit of R3.5 billion for Ergo and R1.25 billion for FWGR for fiscal year 2026. Business interruption coverage
commences from the time the loss occurs with a maximum indemnity period of 12 months and is subject to time and amount
deductibles that vary between coverage categories. To cover legal liability to third parties for damage, injury, illness or death, a total of
R1 billion insurance cover is in place for the 2026 fiscal year, subject to certain exclusions and limitations on coverage. There can be
no assurance that upon renewal of our insurance policies, equivalent coverage will be available in future periods on commercially
acceptable terms, or at all.
Our insurance coverage may be insufficient to cover the full extent of claims brought against us. These include claims arising from
environmental, industrial or pollution-related accidents or damage, the failure, breach, overflow or other incident involving our tailings
storage facilities, or business interruption resulting from electricity supply failures or interruptions, for which coverage is not available.
Such events could result in significant remediation costs, property damage, operational disruptions, regulatory penalties and third-
party claims for injury, loss of life or environmental harm. Our insurance policies also contain exclusions for losses arising from
infectious diseases or pandemics, meaning that any business interruption caused by such an event may not be covered and could
result in loss of revenue. If we are required to meet the costs of claims or losses that exceed our insurance coverage, this could have
a material adverse effect on our business, operating results and financial condition.
If we are unable to attract andretain key personnel, our business could be adversely affected.
The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical
personnel including the positions of Chief Executive Officer and Chief Financial Officer. The loss of any of our key personnel could
delay the execution of our business plans, which could result in decreased production, increased costs and decreased profitability.
For example, the former Chief Financial Officer vacated his position during fiscal year 2026, and while there was sufficient succession
planning in place, there is no guarantee that future departures will not disrupt the business. In addition, we do not maintain “key man”
life insurance policies on any members of our executive team.
The ability to retain and attract key personnel is further challenged by competition for skilled personnel. We compete with mining and
other companies on a global basis to attract and retain key human resources at all levels with appropriate technical skills and
operating and managerial experience necessary to operate the business. Our ability to retain and attract such personnel depends in
part on our ability to offer competitive compensation arrangements and other benefits. Any failure to attract or retain key personnel
could have a material adverse effect on our business, operating results and financial condition.
Failure of technologies designed to improve extraction efficiencies and operational performance.
The low-grade nature of our resource requires economies of scale, mechanized mining and high levels of plant extraction efficiency,
supported by accurate analysis and disciplined capital investment. Our operations are also reliant on scarce environmental resources,
including energy and water. We therefore continue to assess and deploy technologies that can improve gold recoveries and
profitability by increasing extraction efficiency, reducing potable water consumption, increasing the use of renewable energy and
improving the efficient use of machinery and equipment across our operations.
This often requires capital investment. For example, we have previously invested in the central water facility, Rondebult waste water
plant, and the solar power plant and battery energy storage system at Ergo. Although extensive care, feasibility studies and test work
are performed to assess the suitability of technologies before implementation, there is no guarantee that these technologies will
perform as intended. They may also become less effective or redundant over time as new technological advances emerge.
In the current year, capital was approved for the construction of an up-flow reactor ("UFR") at the DP2 plant, following promising test
work that indicated the potential to improve gold recovery efficiency. Although extensive test work has been performed, there remains
a risk that the UFR may not perform as expected once implemented.
Risks related to the gold mining industry
A change in the Dollar price of gold, which in the past has fluctuated widely, is beyond our control.
For a discussion of the combined impact of gold price fluctuations and Rand/Dollar exchange rate movements on the gold mining
industry and our business, operating results and financial condition, see “—Changes in the market price for gold and exchange rate
fluctuations, both of which have fluctuated widely in the past, affect the profitability of our operations and the cash flows generated by
those operations.”
The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently
unproductive.
Exploration is highly speculative in nature and requires substantial expenditure for drilling, sampling and analysis of ore bodies to
quantify the extent of gold reserves. There can be no assurance that our gold exploration programs will result in the discovery of
commercially viable mineralization, or that any mineralization discovered will be of sufficient quantity or quality to be mined profitably. If
we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this
time, the economic feasibility of production may change.
DRDGOLD Limited Form 20-F 2026
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Moreover, we rely on the evaluations of professional geologists, geophysicists, and engineers for estimates in determining whether to
commence or continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may
not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined with any
degree of accuracy whether the deposit contains economically recoverable mineralization. In addition, uncertainties as to
metallurgical recovery rates may mean that processing a deposit is not economically warranted on the basis of available technology.
Our business focuses mainly on the extraction of gold from tailings, which is a volume-driven process. Accordingly, our future growth
and profitability will depend, in part, on our ability to identify and acquire additional mineral rights and gold reserves, and on the costs
and results of our continued exploration and development programs. Only deposits of significant size within proximity of services and
infrastructure that contain adequate gold content to justify the significant capital investment associated with plant, reclamation and
deposition infrastructure are suitable for exploitation within our business model. There is a limited supply of these deposits, which may
constrain our exploration and development, especially in a declining gold price environment that may occur in future.
Because of these uncertainties, we may not successfully acquire additional mineral rights or identify new Proven and Probable Mineral
Reserves in sufficient quantities to justify commercial production at any given operations. The costs incurred on exploration activities
that do not identify commercially exploitable reserves of gold are unlikely to be recovered and are therefore likely to be impaired.
There is inherent uncertainty in Mineral Reserves and Mineral Resources estimates.
Our Mineral Reserve and Mineral Resources figures described in this document are the best estimates of our current management as
of the dates stated and are reported in accordance with the requirements of the SEC’s Regulation S-K (Subpart 1300). These
estimates may not reflect actual Mineral Reserves and Mineral Resources or future production.
Estimates of Mineral Reserves and Mineral Resources are based on various estimates including drilling results and because
unforeseen conditions may occur in these historical mine tailings that may not have been identified by the drilling results and other
information, the actual results may vary from the initial estimates. Should we encounter mineralization or formations different from those
predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have
to be altered in a way that might ultimately cause our reserve estimates to decline. Moreover, if the Rand price of gold declines, or
stabilizes at a price that is lower than our cost of production, or those assumed in our mining plans, or if our labor, specialized services
providers, water, steel, electricity and other production costs increase or recovery rates decrease, it may become uneconomical to
recover Mineral Reserves and Mineral Resources, particularly those containing relatively lower grades of mineralization. See “—A
change in the Dollar price of gold, which in the past has fluctuated widely, is beyond our control,” and “—An increase in production
costs could have an adverse effect on our results of operations.” Under these circumstances, we would be required to re-evaluate our
Mineral Reserves and Mineral Resources. Short-term operating factors relating to the ability to reclaim our Mineral Reserves, at the
required rate, such as an interruption or reduction in the supply of electricity, limited deposition capacity or a shortage of water may
have the effect that we are unable to achieve critical mass, which may render the recovery of Mineral Reserve, or parts of the Mineral
Reserve no longer feasible, which could negatively affect production rate and costs and decrease our profitability during any given
period. These factors have in the past and could in the future result in reductions in our Mineral Reserves and Mineral Resources
estimates and as a result, our production, which could in turn adversely impact the total value of our mining asset base and our
Our gold mining operations are subject to numerous operational risks and hazards that could have an adverse effect on our
business.
The business of gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of or personal
injury to employees, the loss of mining and reclamation equipment, damage to or destruction of mineral properties or production
facilities, monetary losses, delays in production, environmental damage, loss of the license to mine and potential legal claims. The
risks and events associated with the business of gold mining include:
environmental hazards and pollution, including dust generation, toxic chemicals, discharge of metals, pollutants, radioactive
materials and other hazardous material into the air and water;
flooding, landslides, sinkhole formation, ground subsidence, ground and surface water pollution and waterway contamination;
decreased labor productivity due to labor disruptions, work stoppages, slowdowns, strikes or disease;
unexpected decline of ore grade;
metallurgical conditions or lower than expected gold recovery;
failure of unproven or evolving technologies;
mechanical failure or breakdowns and aging infrastructure;
energy and electrical power supply interruptions;
limited availability of, or disruptions to water supply;
injuries to employees or fatalities arising from occupational accidents and safety incidents, including falls from heights, accidents
involving mobile machinery, electrocution, and other workplace hazards;
activities of illegal or artisanal miners;
material and equipment availability;
legal and regulatory restrictions and changes to such restrictions;
social or community disputes or interventions;
accidents caused by the collapse of tailings storage facilities;
pipeline failures and spillages;
safety-related stoppages; and
corruption, fraud and theft including gold bullion theft.
The occurrence of any of these risks or hazards could delay production, increase production costs, reduce earnings or result in
losses, and may result in significant legal claims, which could adversely impact our business, operating results and financial
DRDGOLD Limited Form 20-F 2026
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Risks related to doing business in South Africa
Political or economic instability in South Africa may reduce our production and profitability.
We are incorporated in South Africa, where all of our operations are located. Large parts of our operations are situated in urban areas
where most of the communities that live near our facilities face significant poverty and socio-economic challenges. Political and
economic risks relating to South Africa which have escalated in recent years and could have a significant effect on our production and
profitability. Large parts of the South African population are unemployed and do not have access to adequate education, health care,
housing and other services, including water and electricity. Government policies aimed at alleviating and redressing historical
inequalities, including transformation and empowerment policies, may increase our costs and reduce our profitability. Elevated crime
levels expose us to an increased frequency and severity of security issues that may disrupt business operations. These factors may
impede foreign direct investment into South Africa and increase emigration of skilled workers; as a result, we may have difficulties
retaining qualified employees.
The sustained high unemployment rate, rising inequality and elevated crime levels have increased the risk of social unrest, such as
protests and conflict, in our surrounding communities. There is also a growing hostile sentiment toward foreign nationals with anti-
immigrations movements increasing staging demonstrations and protests at major urban hubs which intensified in the third quarter of
the calendar year. Persistent failures of service delivery, political instability, and insufficient progress in addressing unemployment,
particularly among the youth, have deepened community frustration and heightened the potential for violent protests and strikes that
could cause damage to property, harm to employees and disrupt our operations. A prolonged economic downturn could result in an
extended period of high unemployment, further exacerbating anti-mining sentiments in South Africa. Poor service delivery by local
government has caused communities to direct expectations toward the private sector for the provision of essential services and
broader social support and assistance. Poverty and high levels of unemployment have led to demands to participate in, and benefit
from, the economic activities of our business. Failure to adequately respond to those expectations could result in miscommunication,
misaligned expectations and loss of trust that in turn could threaten our social license to operate.
Notwithstanding recent positive developments in South Africa following the formation of the Government of National Unity (“GNU”)
after the 2024 elections, including a sustained reduction in power outages, an improvement in South Africa’s credit outlook, and the
removal of South Africa from the Financial Action Task Force grey list in October 2025, operating within the South African context
remains challenging. Recent sovereign rating updates have affirmed a stable to positive outlook, but indicated that any further upward
revisions will depend on sustained economic growth and fiscal discipline. Ongoing tensions within the GNU coalition contribute to
unpredictable policy and regulatory changes, and sustained challenges relating to corruption, systemic failures, public infrastructure
deterioration and poor service delivery continue to erode public trust and heighten social tensions.
The overall state of South African municipalities has deteriorated significantly with many municipalities, including those of our
operations, unable to provide reliable basic services, maintain financial stability, pay amounts due to Eskom or maintain and develop
critical infrastructure. This has led to increasing water outages, electricity substation failures, and deteriorating roads and other
infrastructure, political disruption and delays in obtaining permits required to do business such as zoning and land use approval,
business licenses, wayleaves and permits. Municipal permits are particularly important for our business given our extensive footprint
and need to integrate our assets through pipeline routes, which are at times subject to municipal approval.
South Africa is expected to hold municipal elections in 2026, which may result in changes to local government leadership, policy
priorities and administrative processes. Election periods may create uncertainty regarding municipal governance, service delivery and
infrastructure planning, particularly in municipalities that are already experiencing operational and financial challenges. Changes in
municipal administrations or priorities, together with potential election-related protests, disputes or disruptions, could delay approvals,
permits, zoning and land-use decisions, and other municipal processes on which we depend. Any deterioration in municipal
governance or service delivery following the elections could adversely affect our operations, increase costs and delay the execution of
strategic projects.
Uncertainty within South Africa's political and economic context may adversely affect business and investor confidence. In addition,
heightened scrutiny of government performance and state accountability, including through ongoing governance and anti-corruption
inquiries and processes, has contributed to policy uncertainty, regulatory shifts, and unpredictable community responses.
These factors, individually and collectively, contribute to sustained uncertainty within the South African political and economic
environment and may negatively impact our ability to operate efficiently or otherwise increase our costs of compliance and execution,
which could adversely impact our business, operating results and financial condition.
High inflation may have a material adverse effect on our business, operating results and financial condition.
The inflation rate in South Africa is relatively high compared to developed, industrialized countries, although many countries around
the world are currently facing inflation challenges. As of June 30, 2026, the annual Consumer Price Inflation Index (“CPI”), stood at
5.0% compared to 3.5% in June 30, 2025 and 5.1% in June 30, 2024. Inflation in South Africa generally results in an increase in our
Rand operational costs. Higher and sustained inflation in the future, with a consequent increase in operational costs could have a
material adverse effect on our results of operations and our financial condition and could result in operations being discontinued or
reduced or rationalized, which could reduce our profitability.
Inflation in the gold mining sector tends to exceed general inflation, primarily due to increases in electricity, reagent, labor costs and
most recently diesel cost. The impact of these cost pressures is reflected in DRDGOLD's cash cost, which increased by 7.8% in fiscal
year 2026 (fiscal year 2025:4.3% and fiscal year 2024: 13.7%), although this was also influenced by the volume of tonnages
processed, nature of material processed and increased trucking activities at Ergo. Higher and sustained inflation in the future, with a
consequent increase in operational costs could have a material adverse effect on our results of operations and our financial condition
and could result in operations being discontinued or reduced or rationalized, which could reduce our profitability.
DRDGOLD Limited Form 20-F 2026
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The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may have
an adverse effect on our operating results and financial condition.
We may be subject to claims relating to occupational health diseases and we are currently subject to legal action described below.
In January 2013, DRDGOLD, East Rand Proprietary Mines Limited (“DRDGOLD Respondents”) and 23 other mining companies
(“Other Respondents”) (collectively referred to as“Respondents”) were served with a court application issued in the High Court of
South Africa for a class certification on behalf of former mineworkers and dependents of deceased mineworkers (“Applicants”). In
the application the Applicants allege that the Respondents conducted underground mining operations in a negligent and complicit
manner causing the former mineworkers to contract occupational lung diseases. The Applicants have as yet not quantified the
amounts which they are demanding from the Respondents in damages.
On May 3, 2018, the Applicants and Anglo American South Africa Limited, AngloGold Ashanti Limited, Sibanye Gold Proprietary
Limited a wholly owned subsidiary of Sibanye Stillwater Limited, Harmony Gold Mining Company Limited, Gold Fields Limited, African
Rainbow Minerals Limited and certain of their affiliates (“Settling Companies”) settled the class certification application in which the
Applicants in each sought to certify class actions against gold mining houses cited therein on behalf of mineworkers who had worked
for any of the particular respondents and who suffer from any occupational lung disease, including silicosis or tuberculosis.
The DRDGOLD Respondents, are not a party to the settlement between the Applicants and Settling Companies. The dispute, insofar
as the class certification application and appeal thereof is concerned, still stands and has not terminated in light of the settlement
agreement. For further detail, see "Item 18. Financial Statements - Note 26 –Contingencies”.
An adverse judgment in the claim described above or any other claim could have an adverse impact on our financial condition and
operating results and could result in increased regulatory and stakeholder scrutiny which could lead to increased compliance costs.
We have experienced an increase in theft targeting our facilities, which may expose our employees to harm and our
operations to disruption and financial loss.
Theft across South Africa’s mining sector continues to escalate, driven by socio-economic pressures. See “—Political or economic
instability in South Africa may reduce our production and profitability.” Rising commodity prices, particularly for gold, copper and
steel, have made copper cables, pipelines and gold-bearing material increasingly attractive targets for criminal activity. Criminal
methods have grown increasingly organized and sophisticated, posing an escalating and evolving threat to our operations and
employees.
Our operations have been subject to incidents of theft involving gold-bearing material, copper cables, pipelines and other
infrastructure. These incidents have, from time to time, affected operational activities and resulted in losses of material, damage to
property or additional costs associated with repairs, replacement and security measures. While we have implemented and continue to
enhance security measures to mitigate these risks, there can be no assurance that theft and related incidents will not occur in the
future. Any such incidents could result in operational disruptions, increased costs and reduced production.
In addition to the risk to personal safety, cable theft and theft of bolts used for our pipelines have caused power interruptions that
result in production losses and additional operational costs. Such incidents have in the past resulted, and may continue to result, in
losses of gold or other damage to property or infrastructure, which could have a material adverse effect on our business, operating
results and financial condition. We have implemented enhanced security measures in response to these threats, resulting in increased
security expenditure; however, there can be no assurance that such incidents will not occur in the future, or that security measures
implemented will be effective in preventing theft or mitigating the associated risks to our employees and operations.
Power stoppages or shortages or increases in the cost of power could negatively affect our results and financial condition.
Our mining operations are currently primarily dependent on electrical power supplied by Eskom, South Africa’s state-owned utility
company. Electricity makes up approximately 11% of our operating costs. Eskom has in the past been unable to satisfy the energy
requirements of the South African economy and implemented a system of power rationing or load shedding to prevent a complete
collapse of the national electricity grid. While Eskom’s financial position has shown some improvement in recent periods, significant
operational and financial risks remain. It is owed billions of Rands by local municipalities and has also been subject to damage to its
supply grid through persistent cable theft. Historically, load shedding posed a threat to our ability to maintain the requisite volume
throughput to deliver our business plan, and the steps we were required to take to curtail load, such as intermittently switching off our
mills, also impacted recovery efficiencies. The private sector has responded by accelerating private production of renewable power.
Government measures have been slow to advance the liberalization of power generation on a larger scale. Although load shedding
remained suspended as of June 30, 2026, South Africa is still exposed to load reduction for the foreseeable future if the required
maintenance and renewal of the Eskom power generation fleet does not take place, which will come at a significant cost to end users
of Eskom’s electricity. Eskom and the government have introduced a number of initiatives over recent years aimed at improving
electricity supply reliability and reducing load shedding, including:
The implementation of the Energy Action Plan by the President of South Africa;
The launch of Eskom’s Generation Operational Recovery Plan to improve plant performance and electricity availability;
Changes in the leadership and governance structures of Eskom;
National Treasury's debt-relief measures to improve Eskom’s financial sustainability;
Reduced demand for Eskom-supplied electricity as residential, commercial and industrial consumers increasingly adopt alternative
and renewable energy sources;
The establishment and operationalization of the National Transmission Company South Africa (“NTCSA”) as part of Eskom’s
ongoing unbundling process, with responsibility for the national transmission system and electricity market operations;
Regulatory reforms and incentives that facilitate greater private sector participation in electricity generation; and
Tax incentives for companies to develop renewable energy projects and reduce reliance on Eskom-generated electricity.
DRDGOLD Limited Form 20-F 2026
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In 2019, the President of South Africa announced the vertical unbundling of Eskom to improve efficiency, establish an independent
transmission system operator and facilitate greater competition in electricity generation. While full state ownership of Eskom will be
maintained, the unbundling process is expected to result in the separation of Eskom’s generation, transmission and distribution
functions into distinct entities and may require further legislative and policy reforms. The unbundling process remains ongoing with
significant progress made through the operationalization of NTCSA. In March 2024, the National Energy Regulator of South Africa
(“NERSA”) approved Eskom’s request to transfer responsibility for independent power producer ("IPP") agreements to NTCSA. The
reforms are intended to support increased participation by IPPs, improve competition within the electricity market and enhance long-
term electricity security. However, the transition remains complex and there can be no assurance that the anticipated benefits of the
unbundling process will be realized or that electricity prices will remain stable.
Eskom’s coal-fired power stations experienced significant operational challenges for several years, resulting in national rotational
power cuts (load shedding) being implemented across South Africa. However, following substantial improvements in plant
performance, increased generation availability, reduced unplanned outages and the addition of generation capacity, load shedding
has remained suspended since March 2024. While the stability of electricity supply has improved significantly, there can be no
assurance that load shedding will not resume in the future should operational, infrastructure, fuel supply, maintenance or demand-
related challenges arise. In addition, Eskom continues to seek tariff increases to strengthen its financial position. Any deterioration in
electricity supply reliability or further above-inflation electricity tariff increases could adversely affect our business, operating results
and financial condition.
Eskom reported a pre-tax profit for the year ended March 31, 2025, its first pre-tax profit in eight years, driven by reduced load
shedding, improvements in its Energy Availability Factor, lower diesel consumption and the addition of new generating capacity.
These operational improvements continued through fiscal year 2026 and contributed to a more stable electricity supply environment.
Nevertheless, Eskom remains exposed to significant operational, financial, regulatory and infrastructure-related risks, and there can
be no assurance that recent improvements will be sustained. Any deterioration in Eskom’s financial condition or operating
performance may negatively affect electricity supply reliability, increase electricity tariffs and adversely impact our operations.
NERSA approved Eskom annual tariff increases of 12.74% effective April 1, 2025, significantly above the South African CPI. NERSA
has approved further annual increases of 8.76% from April 1, 2026 and 8.83% from April 1, 2027. Eskom tariff increases may increase
our operating costs and have an adverse effect on profitability.
The security of future power supply and the cost of that supply remains a risk and may have major implications for our operations,
which may result in significant production losses.
Ergo has completed the construction and commissioning of a Solar Power plant and BESS, with the aim of reducing its reliance on
Eskom and lowering its future cost of electricity. Although dependence on Eskom has decreased, it is not eliminated as Eskom power
is still used during off-peak periods to power the operations and charge the BESS. See “—Underperformance of Ergo’s solar and
energy storage infrastructure could increase electricity costs and adversely affect Ergo’s operational performance”.
Ergo is also currently disputing the electricity tariff charged by Ekurhuleni Metropolitan Municipality. Over the past several years, the
municipality has charged Ergo for the electricity it drew from the Ergo Central Substation, prior to commissioning of the Solar plant and
BESS. However, Ergo contends that only Eskom may legitimately charge for the electricity drawn and consumed. Ergo has instituted
legal proceedings by way of an application and since then, the municipality has issued two summonses. Ergo has made payments
under protest and without prejudice or admission of liability. The outcome of Ergo's application remains uncertain and could have a
material adverse effect on our business, operating results and financial condition. For further information, see “Item 18. Financial
Statements—Note 24—Payments Made Under Protest.”
Risks related to ESG performance including climate change
We may not be able to meet increasing environmental, social and corporate governance expectations.
Increased scrutiny and expectations from stakeholders, including governments, non-governmental organizations (“NGOs”),
shareholders, investors, communities and other interested parties, regarding our Environmental, Social, and Governance (“ESG”)
performance and practices, together with growing reporting requirements, may expose us to additional costs and potential penalties
for non-compliance with applicable ESG reporting and regulatory standards.
ESG-related risks to which we are exposed include: physical and transition risks related to climate change; non-compliance with
environmental legislation and applicable industry practices; soil and water contamination; radiation; noise; water availability and
efficient use of water; energy efficiency and decarbonization; pollution and inappropriate waste management; occupational health and
safety risks; compromised employee health and mental health; diversity and inclusion; heightened community expectations and
concerns; complexity of legal and regulatory compliance obligations; supply chain risks; and tailings management risks, among
others. These risks are compounded by new national and international laws and regulations, increased public concern and pressure
from advocacy groups, regulators and investors for companies to address and report on the impact of climate change. The need to
adapt or transition in response to climate change, including complying with new regulations and responding to increased stakeholder
expectations, could result in higher compliance and operating costs and could have further effects on production costs and capacity.
Furthermore, there can be no assurance that measures we implement to adapt to, or transition in response to, climate change will be
sufficient to mitigate the associated risks to our operations. Failure to manage these ESG risks, achieve our ESG performance targets,
or adopt adequate transition measures could reduce investor confidence, harm our reputation, and have a material adverse effect on
our business, operating results and financial condition.
DRDGOLD Limited Form 20-F 2026
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Climate change may present physical risks to our operations, including extreme weather events and flooding.
As a result of climate change, our operations are exposed to severe weather events that have in the past and could in the future
interrupt production and our supply chain. Loss of human life, and major property, infrastructure or environmental damage, could be
caused by extreme weather events such as droughts, heatwaves, extreme rainfall and strong winds, the frequency, duration and
intensity of which are increasing. Specifically, we have experienced an increase in intensity of climate events, such as thunderstorms
on the Highveld, where our operations are situated. The long-term upward trend in global temperature is associated with an increase
in the magnitude and frequency of severe weather events globally. During fiscal year 2025 and 2026, unprecedented heavy and
persistent rainfall caused delays in the construction of the RTSF. Tonnages were also lower at Ergo due to restricted access to certain
sites which affected the desired blend of reclamation material and ultimately impacted gold production.
Severe thunderstorms and high winds, especially during the summer rainy season, may also cause damage to operational
infrastructure, which could, in turn, interrupt gold production. Strong wind in particular may also increase dust exceedances
(exceedances of applicable dust emission limits) throughout our operations, causing air pollution. Such incidents and other weather
events may damage our facilities and infrastructure or disrupt water management systems, resulting in water shortages which can
impact our operations and cause the interruption of deposition and gold production until such infrastructure is repaired or alternative
deposition capacity is made available.
The occurrence of these risks and events may result in adverse impacts on our workforce, production interruptions, increased
operational costs associated with mitigation measures, power and supply chain disruptions, project delays and higher production
costs. These factors could have a material adverse effect on our business, operating results and financial condition.
Water scarcity, which may be exacerbated by climate change, and could adversely affect our operations.
South Africa is a relatively dry and water-stressed country, and these conditions may deteriorate as a result of climate change. South
Africa faces water shortages, which may lead to rationing or increased water costs across several sectors of the South African
economy. Such changes could adversely impact our surface retreatment operations, which use water to transport slimes or sand from
reclaimed areas to the processing plant and to our tailings facilities. Additionally, in Johannesburg and surrounding areas, water
supply infrastructure is poorly maintained, leading to interruptions in water supply that could further disrupt our operations.
Water is a critical resource in our operations and the Group continues to invest in infrastructure and operational initiatives aimed at
maximizing water reuse and reducing reliance on external water sources. DRDGOLD operates largely within a closed water circuit,
whereby water recovered during processing and deposition activities is recycled and reused throughout the production process. This
approach reduces freshwater demand, supports environmental stewardship and enhances operational resilience in water-
constrained environments. Notwithstanding these initiatives, the availability and quality of water resources remain subject to
regulatory, environmental and infrastructure-related challenges, and any significant disruption to water supply or recycling systems
could adversely affect production, operating costs and results of operations.
Furthermore, our surface retreatment operations rely on third-party service providers for the supply and treatment of water required for
production. FWGR relies on Sibanye-Stillwater to pump and supply underground mine water for its operations. Ergo relies on the
Trans-Caledon Tunnel Authority ("TCTA") for the supply of AMD water. Any interruption in these services could materially disrupt our
operations and affect production. In addition, AMD water requires significant treatment to meet operational standards, resulting in
additional treatment costs.
Any reduction in the volume or quality of water available to our operations may adversely impact production output, which could, in
turn, have a material adverse effect on our business, operating results and financial condition.
Risks related to government regulation
Changes in government policies or the regulatory environment in South Africa may adversely impact our operations and
profitability.
The mining industry in South Africa is extensively regulated through legislation and regulations promulgated by government
departments and regulatory bodies. These regulatory requirements govern areas including health and safety, water usage, the
exploration and mining of minerals, and environmental management. A variety of permits, regulatory approvals and authorizations are
required to mine lawfully, and the Government enforces its regulations through the various government departments. A lack of
communication between government departments and regulatory bodies, together with under-resourced regulators, continues to
present challenges that may increase compliance costs and the time required to obtain permits. The formulation or implementation of
government policies may be discretionary and unpredictable on certain issues, including changes in conditions for the issuance of
licenses relating to labor plans, workplace transformation and Black Economic Empowerment ("BEE") requirements, laws relating to
mineral rights, ownership of mining assets and the rights to prospect and mine, additional taxes on the mining industry and in extreme
cases, nationalization. Changes in regulatory or government policies could adversely affect our business and may result in increased
project costs and potential delays. Complexity, uncertainty and regulatory changes continue to characterize the South African
regulatory environment, and changes that are adverse to business and growth may result in increased project costs and potential
delays.
On May 20, 2025, the draft MPRD Bill (“MPRD Bill”) was gazetted for public comment. Amongst the many concerning changes that
are proposed, two are of particular concern, namely the proposed re-classification of mine residue stockpiles as minerals, and the
introduction of a requirement of a mining right to reclaim minerals from such stockpiles, as well as changes to the Broad-Based Black
Economic Empowerment (“B-BBBEE”) and transformation regime. The other notable concern with respect to the MPRD Bill relates to
suggested ‘Beneficiation’.
DRDGOLD Limited Form 20-F 2026
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Requirement of a mining right
DRDGOLD’s operations involve the reclamation and retreatment of privately owned, movable historic mine residue stockpiles —
principally tailings and slimes dams created before the commencement of the MPRDA — rather than the extraction of naturally
occurring in situ mineral deposits. Currently, and as a general proposition in the mining industry, the processing of historic mine
residue stockpiles does not constitute “mining” for the purposes of the MPRDA. Movable tailings dumps created before May 1, 2004,
when the MPRDA became effective, and which are classified as ‘historic mine residue stockpiles’, are not subject to the MPRDA and
can be processed without a mining right. If the MPRD Bill is enacted in its proposed format and these stockpiles are reclassified as
minerals, it may significantly affect the economics of reclaiming them depending on the conditions imposed by the State for the
issuance of a mining license to process these movable tailings dumps. It may similarly also impact our provision for rehabilitation and
mine closure, inasmuch as the removal of such residue stockpiles form part of an Environmental Management Program.
BEE and transformation regime
Currently, compliance with BEE requirements when applying for a Prospecting Right takes the form of the Minister having a discretion
to require such compliance under section 17(4) of the MPRD Act. The MPRD Bill proposes changes to the BEE and transformation
imperatives to those which currently apply to the Mining Industry. The MPRD Bill amends the definition of “this Act” to include “the
Codes of Good Practice for the South African Minerals Industry and Housing and Living Conditions Standards for the Minerals
Industry”, gazetted on April 29, 2009 (“Codes”), which are currently unenforceable. The MPRD Bill however makes these Codes
enforceable legislation. The current version of the Codes conflict with the transformation imperatives in the remainder of the MPRD Bill
and it is logical to assume that a new version of the Codes will have to be released when the MPRD Bill becomes effective.
Beneficiation
"Beneficiation” is defined as “value addition to a higher value over baselines determined by the Minister” (the Minister of Mineral and
Petroleum Resources). Therefore, the State has control over what comprises beneficiation. The Minister can prescribe “conditions
required to ensure security of supply for local beneficiation”. The MPRD Bill provides that “Every producer of minerals must make
available minerals or mineral products for local beneficiation”. In summary, the Minister can determine what comprises “beneficiation”,
can make regulations with respect to promotion of “beneficiation” and mining companies will be compelled to ensure supply of
minerals for “beneficiation” in South Africa.
We have submitted representations to the office of the Department of Mineral and Petroleum Resources (“DMPR”) (previously the
Department of Mineral Resources and Energy (the“DMRE”) expressing our concerns regarding these proposed amendments. The
Minerals Council of South Africa, which advocates on behalf of mining companies such as DRDGOLD, has also submitted its own
representations to the office of the DMPR. However, there can be no assurance that such advocacy efforts will be successful. In
addition, although we may challenge any attempts by the State to expropriate or otherwise restrict our ownership or use of movable
tailings dumps, there can be no assurance that such challenges would be effective. If the MPRD Bill, or similar amendments, is
promulgated into law, it could result in increased regulatory requirements, additional costs and taxes, restrictions on our ability to
process tailings or other mineral resources, or potential risks relating to the ownership and use of movable tailings dumps. Any such
developments could adversely affect our operations, results and financial condition.
Furthermore, certain regulators are significantly understaffed and under-resourced and not always able to process administrative
filings in accordance with prescribed timelines, which could result in delays to our project planning and execution. In 2023 and 2024,
this risk materialized when the commissioning of several new reclamation sites was delayed due to backlogs in the Department of
Water and Sanitation's processing of Water Use License applications, leading to shortfalls in planned production. Delays in securing
the required regulatory approvals for reclamation sites 4L39 and 5L23 during FY2026 also have resulted in the need for additional
material trucking, which, combined with rising fuel prices, had significant impact on operating costs.
Both Ergo and FWGR currently have license and other permit applications pending relating to the commissioning of reclamation sites
and TSFs. If these are not processed in time, the projects may experience delays in commissioning, which could result in lower than
targeted production.
Mining royalties and other tax reform could have an adverse effect on our business, operating results and financial condition.
The Mineral and Petroleum Resources Royalty Act, No.28 of 2008 and the Mineral and Petroleum Resources Royalty Act
(Administration), No.29 of 2008 govern royalty rates for gold mining in South Africa. These acts provide for the payment of a royalty,
calculated through a royalty rate formula (using rates of between 0.5% and 5.0%) applied against gross revenue per year, payable
half yearly with a third and final payment thereafter. The royalty is tax deductible and the cost after tax amounts to a rate of between
0.35% and 3.65% at the prevailing marginal tax rates applicable to the taxed entity. The royalty is payable on old unconverted mining
rights and new converted mining rights. Based on a legal opinion DRDGOLD obtained, mine dumps created before the enactment of
the MPRDA fall outside the ambit of this royalty, and consequently we do not pay any royalty on any dumps created prior to the
MPRDA. If the changes proposed in the Draft Bill are enacted, this dispensation could change and revenue-based royalties could be
levied on minerals produced from historic residue stockpiles. This as well as any other adverse future tax reforms could have an
adverse effect on our business, operating results and financial condition.
Failure to comply with the requirements of the Broad-Based Socio-Economic Empowerment Charter 2018 could have an
adverse effect on our business, operating results and financial condition.
On September 27, 2018, the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018
(“Mining Charter 2018”) was published in Government Gazette No. 41934 of Government Notice No. 639 on September 27, 2018.
Mining Charter 2018 requires, inter alia, an enduring 30% BEE interest in respect of new mining rights. It also has extensive provisions
in respect of Historically Disadvantaged Persons (“HDP”) representation at Board and management, as well as provisions relating to
local procurement of goods and services. The procurement target of the total spend on services from South African companies has
been pegged at 80% (up from 70% in Mining Charter III) and 60% of the aggregate spend thereof must be apportioned to BEE
entrepreneurs.
In March 2019, the Mineral Council of South Africa brought an application in the High Court, Pretoria for a judicial review and setting
aside of certain provisions in Mining Charter 2018.
DRDGOLD Limited Form 20-F 2026
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On September 21, 2021, the High Court of South Africa ruled that the Mining Charter 2018 is not binding subordinate legislation but an
instrument of policy. This ruling affirmed that the Minister of Mineral Resources and Energy (“MRE Minister”) was not entitled to make
law through the Mining Charter 2018 to require 30% HDP ownership for the renewal of existing mining rights. The MRE Minister
confirmed that they will not appeal 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. We may be unable to hire or retain appropriate senior management, technically skilled employees or other management
personnel, or may have to pay higher levels of remuneration than we currently intend in order to do so. See “—If we are unable to
attract and retain key personnel, our business could be adversely affected.”
Also, there is no guarantee that any steps DRDGOLD has already taken or might take in the future will ensure the retention of its
existing mining rights, the successful renewal of its existing mining rights, the granting of applications for new mining rights or that the
terms of renewals of its mining rights would not be significantly less favorable than the terms of its current mining rights in terms of the
current legal dispensation, or any changes that are made to it. Any further adjustment to the ownership structure of DRDGOLD’s South
African mining assets in order to meet the above mentioned requirements could have a material adverse effect on the value of
DRDGOLD’s securities. For further detail, see "Item 4B. Business Overview – Governmental regulations and their effect on our
business – The Broad Based Socio-Economic Empowerment Charter."
Government policies in South Africa may adversely impact our operations and profits related to financial provisioning for
rehabilitation.
Revised Financial Provisioning Regulations (“FPR”) were published on November 20, 2015, under the National Environmental
Management Act, 107 of 1998 (“NEMA”) and became effective from the date of publication thereof. Proposed amendments to the
FPRs were published for public comment GNR 1228 GG 41236 of November 10, 2017 (“Draft Regulations”), which seek to address
some challenges relating to the implementation thereof. Under these FRPs to be implemented by the DMPR, existing environmental
rehabilitation trust funds may only be used for post closure activities and may no longer be utilized for their intended purpose of
concurrent and final rehabilitation and closure.
Several further proposed amendments to the FPRs, (“Proposed Amendments”) were subsequently published. On February 1, 2024,
the Minister of Forestry, Fisheries and the Environment again amended the transitional period contained in regulation 17B of the FPRs,
- The transitional arrangements in regulation 17B of the FPRs allows the holder of a right or permit granted or issued, as the case
may be, in accordance with the MPRDA, who applied for such right or permit before November 20, 2015, to continue making financial
provision in accordance with regulations 53 and 54 of the regulations published under the MPRDA. Stated differently, a person who
applied for a right or permit prior to November 20, 2015, is not yet required to comply with the FPRs. In the previous amendments to
regulation 17B of the FPRs, the Minister always specified a date by when the transitional period would expire and when all holders
would be required to comply with the FPR. However, the Minister has amended regulation 17B to provide that the transitional period
will continue to apply until the Minister publishes a date by when all holders are required to comply with the FPRs.
The Proposed Amendments, in their current form and which are still subject to the approval of the DMPR and Treasury, allow under
certain circumstances for the withdrawal against financial provision (which is currently not contemplated in the FPR). It is therefore
uncertain whether these provisions relating to withdrawal will remain in their current form, or at all. For further detail, see “Item 4.B.
Business Overview—Governmental regulations and their effect on our business—Financial Provision for Rehabilitation.”
South Africa’s carbon tax regime and ongoing increases in the applicable carbon tax rate could have a direct or indirect
The Carbon Tax Act (No 15 of 2019) has been in effect in South Africa since June 1, 2019. The Act is based on the polluter-pays
principle and is being implemented in phases. The initial plan scheduled the first phase to run from June 1, 2019 to December 31,
2022; however, this period was extended to December 31, 2025. The first phase does not have a material financial impact on the
Group; however, the carbon tax rate has increased by 58% since 2019. For the 2026 tax period, the carbon tax rate will increase from
R236/tCO 2 e to R308/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 began January 2026, with key changes made to the carbon tax regime. For instance, the voluntary carbon
budget allowance of 5% fell away, and mandatory carbon budgets, once the regulations are finalized, will be allocated to companies
that exceed 30,000tCO 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
30,000tCO 2 e threshold for mandatory carbon budgets.
DRDGOLD Limited Form 20-F 2026
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Another key change for Phase 2 is the increase of the carbon offset allowance from 5% to 10% for most fugitive and process
emissions, and an increase to 15% for fuel combustion emissions. As it stands, Phase 2 continues to focus on scope 1 emissions,
with the National Treasury continuing its commitment to electricity price neutrality until December 31, 2030, to shield consumers from
higher electricity costs. However, it remains unclear whether scope 2 emissions will be included in the future, beyond 2030.
While Phase 2 carbon tax changes are not expected to significantly affect the Group, ongoing increases in the carbon tax rate could
materially impact our business and financial results, particularly if supplier costs rise due to their own carbon tax obligations.
Ring-fencing of unredeemed capital expenditure for South African mining tax purposes could have an adverse effect on the
The Income Tax Act No 58 of 1962, or the ITA, contains certain ring-fencing provisions in section 36 specifically relating to different
mines regarding the deduction of certain capital expenditure and the carry over to subsequent years. After the restructuring of the
surface operations, effective July 1, 2012, Ergo is treated as one taxpaying operation pursuant to the relevant ring-fencing legislation.
FWGR is also treated as one taxpaying operation pursuant to the relevant ring-fencing legislation. In the event that we are
unsuccessful in confirming our position or should the South African Revenue Service have a different interpretation of section 36 of the
ITA, it could have an adverse effect on our business, operating results and financial condition.
Assessment of unredeemed capital expenditure by the South African Revenue Service could have an adverse effect on the
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
Regulatory uncertainty regarding the tax treatment of Ergo's capital expenditure on the battery energy storage system could
have an adverse effect on the taxation liability of Ergo.
In the 2023 budget review, the National Treasury announced a tax incentive to accelerate private investment in renewable energy to
alleviate load shedding. The allowance is available for assets used in the generation of power. The Ergo BESS system has been
designed to store excess energy from the solar PV plant as opposed to actual power generation. However, regulatory uncertainty
exists regarding whether storage assets constitute “generation” assets for purposes of these incentives. There is no formal judicial or
administrative guidance confirming that BESS qualify for the accelerated tax incentive. While SARS has issued some rulings
concerning BESS that indicate a potentially favorable direction, these rulings do not directly address the same factual circumstances
as Ergo BESS. SARS has advised that their policy is to regard any assets forming part of an “integrated system” to generate power
from renewable sources as power generation assets. Ergo’s BESS is fully integrated into the solar PV plant as it is charged by the
solar PV plant and discharges this stored power to the Ergo operation. Consistent with external tax advice received, Ergo has treated
the PV assets and the integrated BESS as qualifying electricity‑generation assets for purposes of the available allowances. However,
there remains a risk that SARS could challenge this position and issue an adverse determination, which could result in the
disallowance of claimed tax benefits and potential penalties and interest charges and therefore have an adverse effect on the taxation
liability of Ergo.
Labor disputes and changes in South African labor legislation could adversely affect our operations, operating results and
Labor costs are significant for Ergo, constituting 16% of Ergo’s production costs for fiscal year 2026 (2025:17%). As of June 30, 2026,
our Ergo operations provided full-time employment for 635 employees while our main service providers deployed an additional 2,230
employees to our operations, of whom approximately 87% are members of trade unions or employee associations.
Labor costs are significant for FWGR, constituting 17% of FWGR’s production costs for fiscal year 2026 (2025:18%). As of June 30,
2026, our FWGR operations provided full-time employment for 189 employees while our main service providers deployed an
additional 877 employees to our operations, of whom approximately 83% are members of trade unions or employee associations.
We have entered into various agreements regulating wages and working conditions at our operations. A four-year wage agreement
was reached with organized labor at FWGR in November 2024, and a five-year wage agreement was reached with organized labor at
Ergo in February 2026. Unreasonable wage demands could increase production costs to levels where our operations are no longer
profitable. This could lead to earlier than planned closure of operations and labor disruptions. We are also susceptible to strikes by
workers from time to time, which may result in disruptions to our operations. See “—Labor unrest at or adjacent to our operations, or
involving third-party service providers, could disrupt our operations and adversely affect our business.”
In recent years, labor laws in South Africa have changed in ways that significantly affect our operations. In particular, laws that provide
for mandatory compensation in the event of termination of employment for operational reasons. In addition, laws imposing large
monetary penalties for non-compliance with the administrative and reporting requirements of employment equity and affirmative action
policies may result in further material costs. Future South African legislation and regulations relating to labor may further increase our
costs or alter the terms and conditions of employment of our workforce. Labor cost increases could have an adverse effect on our
Labor unrest at or adjacent to our operations, or involving third-party service providers, could disrupt our operations and
adversely affect our business.
Strike action at our operations could disrupt production, affect the execution of operational and growth projects, and increase costs.
For example, during wage negotiations at Ergo in late 2025, the National Union of Mineworkers ("NUM") and the Association of
Mineworkers and Construction Union ("AMCU") issued notice of intended protected strike action relating to unresolved wage and
profit-sharing negotiations. Although the planned strike action was subsequently suspended and operations continued uninterrupted,
the matter illustrates the potential for labor disputes to arise during collective bargaining processes. Any future labor unrest or
industrial action at our operations could result in operational disruptions, reduced productivity, project delays and increased costs,
which may adversely affect our business, operating results and financial condition.
DRDGOLD Limited Form 20-F 2026
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We may also be adversely affected by labor disputes or other significant disruptions involving third-party service providers, which
could impact the operation of our facilities. For example, we use a third party service provider for the management of our reclamation
sites as well as on our Brakpan TSF and Driefontein 4 TSF. Any labor unrest or other significant issue at this third-party service
provider may impact the operation of these facilities. Furthermore, there has been an increase in employees and third-party service
providers at FWGR as a result of the Phase 2 expansion project, which is currently fully underway. Any labor unrest or other significant
issue involving employees or third-party service providers may delay or disrupt execution of the project in a timely manner and within
budget, which could adversely affect our business, operating results and financial condition.
Our financial flexibility could be materially constrained by South African currency restrictions.
South African law provides for exchange control regulations, which, among other things, restrict the export of capital from South
Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Eswatini, known collectively as the Common Monetary Area
(the“CMA”). The Financial Surveillance Department of the South African Reserve Bank ("SARB"), is responsible for the
administration of exchange control regulations. In particular, South African resident companies (from an exchange control
perspective, being companies incorporated or formed in South Africa or alternatively being listed on a South African exchange):
are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the SARB or in
certain cases approval by a recognized Authorised Dealer (being certain commercial banks in South Africa to whom authority has
been granted under the Currency and Exchanges Manual for Authorised Dealer);
are generally required to repatriate, to South Africa, profits of foreign operations; and
are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business, unless in
exceptional circumstances prior approval from the SARB or where relevant the Authorised Dealer is obtained.
While the South African Government has relaxed exchange controls in recent years, South African companies remain subject to
restrictions on their ability to deploy capital outside of the CMA and it is difficult to predict whether such relaxation of controls will
continue in the future. Exchange control requirements however are dependent on the specific transaction and are not unique to
DRDGOLD, as they apply to all South African residents of the CMA. As a result, DRDGOLD’s ability to raise and deploy capital
outside the CMA is restricted. These restrictions could hinder DRDGOLD’s financial and strategic flexibility, particularly its ability to
fund acquisitions, capital expenditures and exploration projects outside South Africa. For further information see"Item 10D. Exchange
Controls".
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws outside of
the United States.
The U.S. Foreign Corrupt Practices Act ("FCPA"), and similar anti-bribery laws in other jurisdictions generally prohibit companies and
their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining
business. This includes aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC,
increased enforcement activity by non- U.S. regulators, and increases in criminal and civil proceedings brought against companies
and individuals. Our policies mandate compliance with the FCPA and other applicable anti-bribery laws. Our internal control policies
and procedures may not protect us from reckless or criminal acts committed by our employees, the employees of any of our
businesses, or third party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or
may have violated applicable anti-corruption laws, including the FCPA, we would investigate or have outside counsel investigate the
relevant facts and circumstances, which can be expensive and require significant time and attention from senior management.
Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either
as a result of express prohibitions or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements,
disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits, reputational harm or
other restrictions which could disrupt our business and have a material adverse effect on our business, financial condition, operating
results or liquidity.
We face risks with respect to compliance with the FCPA and similar anti-bribery laws through our acquisition of new companies and
the due diligence we perform in connection with an acquisition may not be sufficient to enable us fully to assess an acquired
company’s historic compliance with applicable regulations. Furthermore, as we make acquisitions our post-acquisition integration
efforts may not be adequate to ensure our system of internal controls and procedures are fully adopted and adhered to by acquired
entities, resulting in increased risks of non-compliance with applicable anti-bribery laws.
Risks related to ownership of our ordinary shares or ADSs
It may not be possible for you to effect service of legal process, enforce judgments of courts outside of South Africa or bring
actions based on securities laws of jurisdictions other than South Africa against us or against members of our Board.
Our Company, certain members of our Board of directors and executive officers are residents of South Africa. All our assets are
located outside the United States and a major portion with respect to the assets of members of our Board of directors and executive
officers are either wholly or substantially located outside the United States. As a result, it may not be possible for you to effect service
of legal process, within the United States or elsewhere including in South Africa, upon most of our directors or officers, including
matters arising under United States federal securities laws or applicable United States state securities laws.
Moreover, it may not be possible for you to enforce against us or the members of our Board of directors and executive officers’
judgments obtained in courts outside South Africa, including the United States, based on the civil liability provisions of the securities
laws of those countries, including those of the United States. A foreign judgment is not directly enforceable in South Africa, but
constitutes a cause of action which will be enforced by South African courts provided that:
the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South
African law with reference to the jurisdiction of foreign courts;
the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);
the judgment has not lapsed;
the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including
observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served with
documents initiating proceedings, that he was given a fair opportunity to be heard and that he enjoyed the right to be legally
represented in a free and fair trial before an impartial tribunal;
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the judgment was not obtained by fraudulent means;
the judgment does not involve the enforcement of a penal or revenue law; and
the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as amended),
of South Africa.
It is the policy of South African courts to award compensation for the loss or damage sustained by the person to whom the
compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system that does
not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on
the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African
courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South
African courts will usually implement their own procedural laws and, where an action based on an international contract is brought
before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African
law.
It is doubtful whether an original action based on United States federal securities laws may be brought before South African courts. A
plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in
South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be
authenticated for use in South African courts. It may not be possible therefore for an investor to seek to impose liability on us in a South
African court arising from a violation of United States federal securities laws.
Dividend withholding tax will reduce the amount of dividends received by beneficial owners.
The current dividend withholding tax rate is 20% effective from February 22, 2017. The withholding tax reduces the amount of
dividends or other distributions received by our shareholders. Any further increases in such tax will further reduce net dividends
received by our shareholders.
Your rights as a shareholder are governed by South African law, which differs in material respects from the rights of
shareholders under the laws of other jurisdictions.
Our Company is a public limited liability company incorporated under the laws of the Republic of South Africa. The rights of holders of
our ordinary shares, and therefore many of the rights of our ADS holders, are governed by our memorandum of incorporation and by
South African law. These rights differ in material respects from the rights of shareholders in companies incorporated elsewhere, such
as in the United States. In particular, South African law significantly limits the circumstances under which shareholders of South
African companies may institute litigation on behalf of a company.
Control by principal shareholders could adversely affect our other shareholders.
Sibanye-Stillwater beneficially owns 50.1% of our outstanding ordinary shares and voting power and has the ability to control, our
Board of directors. Sibanye-Stillwater will continue to have control over our affairs for the foreseeable future, including with respect to
the election of directors, the consummation of significant corporate transactions, such as a merger or other sale of our company or our
assets, and all matters requiring shareholder approval. In certain circumstances, Sibanye-Stillwater’s interests as a principal
shareholder may conflict with the interests of our other shareholders and Sibanye-Stillwater’s ability to exercise control, or exert
significant influence, over us may have the effect of causing, delaying, or preventing changes or transactions that our other
shareholders may or may not deem to be in their best interests. In addition, any sale or expectation of sale of some or all the shares
held by Sibanye-Stillwater could have an adverse impact on our share price.
Sales of large volumes of our ordinary shares or ADSs or the perception that these sales may occur, could adversely affect
the prevailing market price of such securities.
The market price of our ordinary shares or ADSs could fall if substantial amounts of ordinary shares or ADSs are sold by our
stockholders, or there is the perception in the marketplace that such sales could occur. Current holders of our ordinary shares or
ADSs may decide to sell them at any time. Sales of our ordinary shares or ADSs, if substantial, or the perception that any such
substantial sales may occur, could exert downward pressure on the prevailing market prices for our ordinary shares or ADSs, causing
their market prices to decline. Trading activity of hedge funds and the ability to borrow script in the marketplace will increase trading
volumes and may place our share price under pressure.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.