<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>a2096282zex-2_3.txt
<DESCRIPTION>EXHIBIT 2.3
<TEXT>
<Page>

                                                                     EXHIBIT 2.3

                         DURBAN ROODEPOORT DEEP, LIMITED

                                  US$60,000,000

                                PRINCIPAL AMOUNT

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

                               PURCHASE AGREEMENT

                                NOVEMBER 4, 2002


                            CIBC WORLD MARKETS CORP.

<Page>

                                                                          Page 2

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

                       OF DURBAN ROODEPOORT DEEP, LIMITED

                            CIBC WORLD MARKETS CORP.

                                November 4, 2002

CIBC World Markets Corp.
417 5th Avenue, 2nd Floor
New York, New York 10016

Dear Sirs and Madams:

Durban Roodepoort Deep, Limited, a corporation incorporated under the laws of
the Republic of South Africa (the "COMPANY"), proposes to issue and sell to CIBC
World Markets Corp. or any affiliate or affiliates of CIBC World Markets Corp.
designated by CIBC World Markets Corp. (the "INITIAL PURCHASER"), an aggregate
of US$60,000,000 (the "PRINCIPAL AMOUNT") in principal amount of its 6% Senior
Convertible Notes due November 12, 2006 (the "FIRM NOTES"), subject to the terms
and conditions set forth herein (the "OFFERING"). The Company also proposes to
issue and sell to the Initial Purchaser not more than an additional US$6,000,000
principal amount of the Company's 6% Senior Convertible Notes due November 12,
2006 (the "ADDITIONAL NOTES"), if requested by the initial Purchaser as provided
in Section 2 hereof. The Firm Notes and the Additional Notes are herein
collectively referred to as the "NOTES." The Notes are to be issued pursuant to
the provisions of an indenture (the "INDENTURE"), to be dated as of the Closing
Date (as hereinafter defined), between the Company, and The Bank of New York, as
trustee (the "TRUSTEE"), pursuant to which the Notes, as provided therein, will
be convertible at the option of the holders thereof into either (i) ordinary
shares in the capital of the Company (the "ORDINARY SHARES") or (ii) American
Depositary Receipts evidencing American Depositary Shares representing Ordinary
Shares ("ADRs"). The Notes and the Ordinary Shares or ADRs issuable upon
conversion thereof are herein collectively referred to as the "SECURITIES." The
Securities and the Indenture are more fully described in the Offering Memorandum
(as hereinafter defined) and shall be in substantially the form set out in the
Preliminary Offering Memorandum (as defined herein) except for the following:
(i) the Company shall use the proceeds from the Offering as set out in
Schedule E attached hereto; (ii) the conversion price will be reduced if the
Company distributes a cash dividend on any class of the Company's capital stock
by the amount of such dividend; (iii) the Company may redeem the Notes after the
day which is three years from Closing Date (as hereinafter defined); and (iv)
when the Notes are repaid the holder shall be entitled to the principal amount
of the Notes, the accrued interest and 2.5% of the principal amount of the Notes
if repaid at maturity or a pro rata portion of the 2.5% of the principal amount
of the Notes if it is repaid prior to maturity. Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Indenture.

<Page>

                                                                          Page 3

1.   OFFERING MEMORANDUM.

     The Notes will be offered and sold to the Initial Purchaser pursuant to one
     or more exemptions from the registration requirements under the United
     States Securities Act of 1933, as amended (the "SECURITIES ACT"). The
     Company has prepared a preliminary offering memorandum dated October 25,
     2002 (the "PRELIMINARY OFFERING MEMORANDUM") and an offering memorandum
     dated November 4, 2002 (the "OFFERING MEMORANDUM"), relating to the Notes.

     Unless and until a Note is sold or otherwise transferred in connection with
     an effective registration statement (i) the Notes sold pursuant to Rule
     144A under the Securities Act (the "Rule 144A Notes") shall bear the
     following legend and (ii) until at least the 41st day after the Closing
     Date or Option Closing Date, as the case may be (each as defined below),
     the Notes sold pursuant to Regulation S of the Securities Act ("Regulation
     S Notes") shall bear the following legend:

     The securities evidenced hereby, the ordinary shares issuable upon
     conversion of the securities evidenced hereby, and the ordinary shares
     which will be represented by ADSs issuable upon conversion of the
     securities evidenced hereby, have not been registered under the U.S.
     Securities Act of 1933, as amended (the "Securities Act"), and accordingly
     may not be offered or sold within the United States or to, or for the
     account or benefit of, U.S. persons except as set forth in the following
     sentence. By its acquisition hereof, the holder (1) represents that (a) it
     is a "qualified institutional buyer" within the meaning of Rule 144A under
     the Securities Act (a "QIB") or (b) it is not a U.S. person and is
     acquiring this security in an offshore transaction in compliance with
     Regulation S under the Securities Act, (2) agrees that it will not offer,
     sell, pledge or otherwise transfer this security except (a) to Durban
     Roodepoort Deep, Limited or any subsidiary thereof, (b) outside the United
     States to a non-U.S. person in an offshore transaction in accordance with
     Rule 903 or Rule 904 of Regulation S, (c) in accordance with Rule 144A to a
     person whom the seller and any person acting on behalf of the seller
     reasonably believe is a QIB purchasing for its own account or for the
     account of a QIB in a transaction meeting the requirements of Rule 144A and
     to whom notice is given that such offer, sale or transfer is being made in
     reliance on Rule 144A, (d) pursuant to a registration statement which has
     been declared effective under the Securities Act, or (e) pursuant to an
     exemption from registration under the Securities Act provided by Rule 144
     thereunder (if available), in each of the cases (a) through (e) in
     accordance with any applicable securities laws of any state of the United

<Page>

                                                                          Page 4

     States, and (3) agrees that it will deliver to each person to whom this
     security or an interest herein is transferred a notice substantially to the
     effect of this legend. As used herein, the terms "offshore transaction,"
     "United States" and "U.S. person" have the meanings given to them by
     Regulation S under the Securities Act. The indenture contains a provision
     requiring the trustee to refuse to register (as applicable) any transfer of
     this security in violation of the foregoing restrictions.

2.   AGREEMENTS TO SELL AND PURCHASE AND COMMISSION.

     (a)  On the basis of the representations, warranties and covenants
          contained in this Purchase Agreement (this "AGREEMENT"), and subject
          to the terms and conditions contained herein, the Company agrees to
          issue and sell to the Initial Purchaser, and the Initial Purchaser
          agrees to purchase from the Company, all of the Firm Notes at a
          purchase price equal to 100% of the principal amount thereof (the
          "PURCHASE PRICE").

     (b)  On the basis of the representations and warranties contained in this
          Agreement, and subject to its terms and conditions, (i) the Company
          agrees to issue and sell the Additional Notes and (ii) the Initial
          Purchaser shall have a right, but not the obligation, to purchase the
          Additional Notes, from the Company at the Purchase Price. Additional
          Notes may be purchased solely for the purpose of covering over-
          allotments made in connection with the offering of the Firm Notes. The
          Initial Purchaser may exercise its right to purchase Additional Notes
          in whole or in part from time to time by giving written notice thereof
          to the Company at any time within 30 days after the date of this
          Agreement. Such notice shall specify the aggregate principal amount of
          Additional Notes to be purchased pursuant to such exercise and the
          date for payment and delivery thereof. The date specified in any such
          notice shall be a business day (i) no earlier than the Closing Date,
          (ii) no later than ten business days after such notice has been given
          and (iii) no earlier than two business days after such notice has been
          given.

     (c)  In consideration of the services rendered and to be rendered by the
          Initial Purchaser to the Company in respect of the Offering, the
          Company agrees to pay to the Initial Purchaser on the Closing Date or
          Option Closing Date (as defined at Section 4), as the case may be, a
          commission equal to 2.75% of the aggregate principal amount of Firm
          Notes or Additional Notes, as the case may be (the "INITIAL
          PURCHASER'S COMMISSION") payable in immediately available funds or as
          a deduction from the

<Page>

                                                                          Page 5

          funds payable by the Initial Purchaser to the Company for the Firm
          Notes or Additional Notes, as the case may be.

3.   TERMS OF OFFERING.

     The Initial Purchaser has advised the Company that the Initial Purchaser
     will make offers (the "EXEMPT RESALES") of the Notes purchased hereunder on
     the terms set forth in the Offering Memorandum, as amended or supplemented,
     solely to persons whom the Initial Purchaser reasonably believes to be
     either (i) where such persons are resident in the U.S. "qualified
     institutional buyers" as defined in Rule 144A under the Securities Act
     ("QIB's") or (ii) where such persons are resident outside of the U.S.,
     purchasing such Notes in accordance with Regulation S under the Securities
     Act and in accordance with the securities laws applicable in the
     jurisdiction in which such persons are resident ("FOREIGN QUALIFIED
     PURCHASERS"). The Initial Purchaser will offer the Notes to QIB's and
     Foreign Qualified Purchasers initially at a price equal to 100% of the
     principal amount thereof. Such price may be changed at any time without
     notice. The Initial Purchaser may make the Exempt Resales through an
     affiliate or agent.

     Holders (including subsequent transferees) of the Securities will have the
     registration rights set forth in the registration rights agreement (the
     "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in
     substantially the form of Exhibit A hereto, for so long as such Securities
     constitute "RESTRICTED SECURITIES" (as defined in the Registration Rights
     Agreement). Pursuant to the Registration Rights Agreement, the Company will
     agree to file with the U.S. Securities and Exchange Commission (the
     "COMMISSION"), under the circumstances set forth therein, a shelf
     registration statement pursuant to Rule 415 under the Securities Act (the
     "REGISTRATION STATEMENT") relating to the resale by certain holders of the
     Securities and to use all reasonable best efforts to cause such
     Registration Statement to be declared and remain effective and usable for
     the periods specified in the Registration Rights Agreement. This Agreement,
     the Indenture, the Notes, and the Registration Rights Agreement are
     hereinafter sometimes referred to collectively as the "OPERATIVE
     DOCUMENTS."

4.   DELIVERY AND PAYMENT.

     (a)  Delivery of, and payment of the Purchase Price for, the Firm Notes
          shall be made at the offices of Fulbright & Jaworski LLP, 666 Fifth
          Avenue, New York, NY 10103 or such other location as may be mutually
          acceptable. Such delivery and payment

<Page>

                                                                          Page 6

          shall be made at 10:00a.m., New York time, on November 12, 2002 or at
          such other time on the same date or such other date as the Initial
          Purchaser and the Company shall agree in writing. The time and date of
          such delivery and the payment for the Firm Notes are herein called the
          "CLOSING DATE."

     (b)  Delivery of, and payment for, any Additional Notes to be purchased by
          the Initial Purchaser shall be made at the offices of Fulbright &
          Jaworski LLP, 666 Fifth Avenue, New York, NY 10103 at 10:00 a.m., New
          York time, on the date specified in the exercise notice given by CIBC
          pursuant to Section 2(b) or such other time on the same or such other
          date as the Initial Purchaser and the Company shall agree in writing.
          The time and date of delivery, and payment for any Additional Notes
          are hereinafter referred to as an "OPTION CLOSING DATE."

     (c)  One or more of the Notes in definitive global form, registered (i) in
          the name of Cede & Co., as nominee of the Depositary Trust Company
          ("DTC"), or (ii) in the name of The Bank of New York Depositary
          (Nominees) Limited as common depositary for Euroclear and Clearstream,
          as may be directed by the Initial Purchaser prior to the Closing Date
          (the "GLOBAL NOTES"), shall be delivered by the Company to the Initial
          Purchaser (or as the Initial Purchaser directs) in each case with any
          transfer taxes thereon duly paid by the Company against payment by the
          Initial Purchaser of the Purchase Price thereof by wire transfer in
          same day funds to the order of the Company. The Global Notes shall
          together total the Principal Amount and shall be made available to the
          Initial Purchaser for inspection not later than 9:30 a.m., New York
          time, on the business day immediately preceding the Closing Date.

5.   AGREEMENTS OF THE COMPANY.

     The Company hereby agrees with the Initial Purchaser as follows:

     (a)  To advise the Initial Purchaser promptly and, if requested by the
          Initial Purchaser, to confirm such advice in writing of (i) the
          issuance by any securities commission or regulatory authority of any
          stop order suspending the qualification or exemption from
          qualification of any Securities for offering or sale in any
          jurisdiction designated by the Initial Purchaser pursuant to Section
          5(e) below, or the initiation of any proceeding by any securities
          commission or regulatory authority or any other federal, state or
          provincial regulatory authority for such purpose and (ii) the
          happening of any event during the period referred to in Section 5(c)
          below that

<Page>

                                                                          Page 7

          makes any statement of a material fact made in the Preliminary
          Offering Memorandum or the Offering Memorandum untrue in any material
          respect or that requires any additions to or changes in the
          Preliminary Offering Memorandum or the Offering Memorandum in order to
          make the statements therein not misleading. The Company shall use its
          reasonable best efforts to prevent the issuance of any stop order or
          order suspending the qualification or exemption of any Securities
          under any applicable securities laws, including any U.S. state
          securities or Blue Sky laws and, if at any time any securities
          commission or regulatory authority or other federal or state
          regulatory authority shall issue an order suspending the qualification
          or exemption of any Securities under any applicable securities laws,
          including any U.S. state securities or Blue Sky laws, the Company
          shall use its reasonable best efforts to obtain the withdrawal or
          lifting of such order at the earliest possible time.

     (b)  To furnish the Initial Purchaser and those persons identified by the
          Initial Purchaser to the Company as many copies of the Preliminary
          Offering Memorandum and the Offering Memorandum in such place as the
          Initial Purchaser shall determine, and any amendments or supplements
          thereto, as the Initial Purchaser may reasonably request for the time
          period specified in Section 5(c). Subject to the Initial Purchaser's
          compliance with its representations and warranties and agreements set
          forth in Section 7 hereof, the Company consents to the use of the
          Preliminary Offering Memorandum or the Offering Memorandum, and any
          amendments and supplements thereto required pursuant hereto, by the
          Initial Purchaser in connection with Exempt Resales.

     (c)  During the period commencing on the date of this Agreement and ending
          on the date the Initial Purchaser notifies the Company that the
          distribution of the Notes has ceased, (i) not to make any amendment or
          supplement to the Preliminary Offering Memorandum or the Offering
          Memorandum of which the Initial Purchaser shall not previously have
          been advised or to which the Initial Purchaser shall reasonably object
          after being so advised and (ii) to prepare promptly upon the Initial
          Purchaser's reasonable request any amendment or supplement to the
          Offering Memorandum that may be necessary or advisable in connection
          with such Exempt Resales.

     (d)  If, during the period referred to in Section 5(c) above, any event
          shall occur or condition shall exist as a result of which, in the
          reasonable opinion of counsel to the Initial Purchaser, it becomes
          necessary to amend or supplement the Preliminary

<Page>

                                                                          Page 8

          Offering Memorandum or the Offering Memorandum in order that the
          Preliminary Offering Memorandum or Offering Memorandum will not
          include an untrue statement of a material fact necessary in order to
          make the statements therein, in the light of the circumstances when
          the Offering Memorandum is delivered to a QIB or a Foreign Qualified
          Purchaser, not misleading, or if, in the opinion of counsel to the
          Initial Purchaser, it is necessary to amend or supplement the
          Preliminary Offering Memorandum or the Offering Memorandum to comply
          with any applicable law, forthwith to prepare an appropriate amendment
          or supplement to the Preliminary Offering Memorandum or the Offering
          Memorandum so that the statements therein, as so amended or
          supplemented, will not, in the light of the circumstances when it is
          so delivered, be misleading, or so that the Offering Memorandum will
          comply with applicable law, and to furnish to the Initial Purchaser
          and such other persons as the Initial Purchaser may designate such
          number of copies thereof as the Initial Purchaser may reasonably
          request.

     (e)  Prior to the sale of all Notes pursuant to Exempt Resales as
          contemplated hereby, to cooperate with the Initial Purchaser and
          counsel to the Initial Purchaser in connection with the registration
          or qualification of the Securities for offer and sale to the Initial
          Purchaser and pursuant to Exempt Resales under the securities or Blue
          Sky laws of such jurisdictions as the Initial Purchaser may request
          and to continue such registration or qualification in effect so long
          as required for Exempt Resales and to file such consents to service of
          process or other documents as may be necessary in order to effect such
          registration or qualification; provided, however, that the Company
          shall not be required in connection therewith to qualify as a foreign
          company in any jurisdiction in which it is not now so qualified or to
          take any action that would subject it to general consent to service of
          process or taxation, other than as to matters and transactions
          relating to the Offering Memorandum or Exempt Resales, in any
          jurisdiction in which it is not now so subject.

     (f)  So long as the Notes are outstanding, (i) to mail or make generally
          available as soon as practicable after the end of each fiscal year to
          the record holders of the Notes a financial report of the Company and
          its subsidiaries on a consolidated basis it being agreed that all such
          financial reports will include a consolidated balance sheet, a
          consolidated statement of operations, a consolidated statement of cash
          flows and a consolidated statement of shareholders' equity as of the
          end of and for such fiscal year, together with comparable information
          as of the end of and for the preceding year, certified by the
          Company's independent public accountants and (ii)

<Page>

                                                                          Page 9

          to mail or make generally available as soon as practicable after the
          end of each quarterly period (except for the last quarterly period of
          each fiscal year) to such holders, a consolidated balance sheet, a
          consolidated statement of operations and a consolidated statement of
          cash flows as of the end of and for such period, and for the period
          from the beginning of such year to the close of such quarterly period,
          together with comparable information for the preceding quarterly
          periods; provided that the Company shall not be obligated to provide
          the holders of the Notes any information which is not otherwise
          provided to the holders of its ADRs and Ordinary Shares.

     (g)  So long as the Notes are outstanding, to furnish or to make available
          to the Initial Purchaser as soon as available copies of all reports or
          other communications furnished by the Company to its security holders
          or furnished to or filed with the Commission or any national
          securities exchange on which any class of securities of the Company is
          listed or otherwise asserts jurisdiction and such other publicly
          available information concerning the Company and/or its subsidiaries
          as the Initial Purchaser may reasonably request.

     (h)  So long as any of the Notes remain outstanding and during any period
          in which the Company is not subject to Section 13 or 15(d) of the
          United States Securities Exchange Act of 1934, as amended (the
          "EXCHANGE ACT"), to make available to any holder of Securities in
          connection with any sale thereof and any prospective purchaser of such
          Securities from such holder the information ("RULE 144A INFORMATION")
          required by Rule 144A(d)(4) under the Securities Act or the
          information ("RULE 144 INFORMATION") required by Rule 144(c)(2) under
          the Securities Act, as applicable.

     (i)  Whether or not the transactions contemplated in this Agreement are
          consummated or this Agreement is terminated, to pay or cause to be
          paid all expenses incident to the performance of the obligations of
          the Company under this Agreement, including: (i) the fees,
          disbursements and expenses of counsel to the Company and accountants
          of the Company in connection with the sale and delivery of the Notes
          to the Initial Purchaser and pursuant to Exempt Resales, and all other
          fees and expenses in connection with the preparation, printing, filing
          and distribution of the Preliminary Offering Memorandum and the
          Offering Memorandum, any documents incorporated by reference and all
          amendments and supplements to any of the foregoing (including
          financial statements), including the mailing and delivering of

<Page>

                                                                         Page 10

          copies thereof to the Initial Purchaser and persons designated by it
          in the quantities specified-herein, (ii) all costs and expenses
          related to the transfer and delivery of the Notes to the Initial
          Purchaser and pursuant to Exempt Resales, including any transfer or
          other taxes payable thereon, (iii) all costs of printing or producing
          this Agreement, the other Operative Documents and any other agreements
          or documents in connection with the offering, purchase, sale or
          delivery of the Securities, (iv) all expenses in connection with the
          registration or qualification of the Securities for offer and sale
          under the securities or Blue Sky laws of the several states and all
          costs of printing or producing any preliminary and supplemental Blue
          Sky memoranda in connection therewith (including the filing fees and
          fees and disbursements of counsel for the Initial Purchaser in
          connection with such registration or qualification and memoranda
          relating thereto), (v) the cost of printing certificates representing
          the Securities, (vi) all expenses and listing fees in connection with
          the application for quotation of the Notes in The PORTAL Market of the
          Nasdaq Stock Market Inc. ("PORTAL"), (vii) the fees and expenses of
          the Trustee and the Trustee's counsel in connection with the Indenture
          and the Notes together with the fees of the paying agent, (viii) the
          costs and charges of any transfer agent, registrar and/or depository
          (including DTC, Euroclear and Clearstream), (ix) all costs and
          expenses of the Registration Statement, as set forth in the
          Registration Rights Agreement, (x) all expenses and listing fees in
          connection with the application for listing the Ordinary Shares and
          ADRs issuable upon conversion of the Notes on the JSE Securities
          Exchange South Africa (the "JSE"), the Nasdaq SmallCap Market
          ("NASDAQ") or any other exchange on which the Company's securities are
          listed, as the case may be, to the extent applicable and (xi) and all
          other costs and expenses incident to the performance of the
          obligations of the Company hereunder for which a provision is not
          otherwise made in this Section.

     (j)  To effect the inclusion of the Notes in PORTAL and to use reasonable
          best efforts to maintain the quotation of the Notes on PORTAL for so
          long as any of the Rule 144A Notes are outstanding.

     (k)  To obtain the approval of each of DTC, Euroclear and Clearstream for
          "book-entry" transfer of the Notes, and to comply with all of its
          agreements set forth in the representation letters of the Company to
          DTC, Euroclear and Clearstream relating to the approval of the Notes
          by DTC, Euroclear and Clearstream for "book-entry" transfer.

<Page>

                                                                         Page 11

     (l)  To cause the Ordinary Shares and the ADRs issuable upon conversion of
          the Notes to be duly included for quotation on the JSE or NASDAQ, as
          the case may be, prior to the Closing Date, subject to notice of
          official issuance. The Company will ensure that such Ordinary Shares
          and ADRs remain included for quotation on the JSE, NASDAQ or any other
          national securities exchange upon which such securities are listed, as
          the case may be, following the Closing Date for so long as any
          Ordinary Shares or ADRs are listed on the JSE or remain listed on
          NASDAQ, respectively, as the case may be. The Company will use its
          reasonable best efforts to maintain the listing of its Ordinary Shares
          on the JSE and to maintain the quotation of its ADRs on NASDAQ or any
          other national securities exchange or OTC Bulletin Board.

     (m)  The Company will reserve and keep available at all times, or cause the
          ADR depositary to so reserve and keep available, as the case may be,
          free of preemptive rights, the Ordinary Shares and ADRs for the
          purpose of enabling the Company to satisfy its obligations to issue
          the Ordinary Shares and ADRs upon conversion of the Notes.

     (n)  The Company shall not offer, pledge, sell, contract to sell, sell any
          option or contract to purchase, purchase any option or contract to
          sell, grant any option, right or warrant to purchase, or otherwise
          transfer or dispose of, directly or indirectly, any Ordinary Shares or
          ADRs (other than the issuance of Ordinary Shares or ADRs upon
          conversion of the Notes or any securities convertible into or
          exercisable or exchangeable for Ordinary Shares or ADRs), for a period
          of 90 days after the date hereof without the prior written consent of
          the Initial Purchaser, which shall not be unreasonably withheld.
          Notwithstanding the foregoing, during such period (i) the Company may
          grant securities convertible into or exercisable or exchangeable for
          Ordinary Shares or ADRs pursuant to the Company's existing stock
          option or stock purchase plans, and (ii) the Company may issue
          Ordinary Shares or ADRs upon the conversion or exchange of a
          convertible or exchangeable security outstanding on the date hereof or
          granted under the Company's existing stock option or stock purchase
          plans. The Company shall, prior to or concurrently with the execution
          of this Agreement, deliver an agreement executed by each of the
          directors and officers of the Company listed on Exhibit D to the
          effect that such person will not, during the period commencing on the
          date such person signs such agreement and ending 90 days after the
          date hereof, without the prior written consent of the Initial
          Purchaser, (i) engage in any of the transactions described in the
          first sentence of this paragraph

<Page>

                                                                         Page 12

          (whether such shares or any such securities are now owned by such
          individual or are hereafter acquired) or (ii) enter into any swap or
          other arrangement that transfers to another, in whole or in part, any
          of the economic consequences associated with the ownership of any
          Ordinary Shares or ADRs (whether any such transactions described in
          clause (i) or (ii) is to be settled by the delivery of Ordinary Shares
          or ADRs or such other securities, in cash or otherwise).

     (o)  The Company will not and will not cause its subsidiaries to sell,
          offer for sale or solicit offers to buy or otherwise negotiate in
          respect of any security (as defined in the Securities Act) that would
          be integrated with the sale of the Notes to the Initial Purchaser or
          pursuant to Exempt Resales in a manner that would require the
          registration of any such sale of the Notes under the Securities Act.

     (p)  In connection with the offering, until the Initial Purchaser shall
          have notified the Company of the completion of the resale of the
          Notes, neither the Company nor any of its subsidiaries or affiliates
          has or will, either alone or with one or more other persons, bid for
          or purchase for any account in which it or any of its subsidiaries or
          affiliates has a beneficial interest any Notes or attempt to induce
          any person to purchase any Notes; and neither it nor any of its
          subsidiaries or affiliates will make bids or purchases for the purpose
          of creating actual, or apparent, active trading in, or of raising the
          price of, the Notes.

     (q)  Neither the Company, nor any of its affiliates (as defined in Rule 405
          under the Securities Act), nor any person acting on its or their
          behalf will engage in any directed selling efforts (as such term is
          defined in Regulation S) with respect to the Notes in connection with
          the Offering in the United States;

     (r)  Neither the Company, nor any of its affiliates (as defined in Rule 405
          under the Securities Act), nor any person acting on its or their
          behalf will engage in any form of general solicitation or general
          advertising (within the meaning of Regulation D) in connection with
          any offer or sale of the Notes in the United States;

     (s)  Until the earlier of (i) the date which is one year after the date as
          of which the holders of the Notes may sell all of the Ordinary Shares
          or ADRs issuable upon conversion of the Notes without restriction
          pursuant to Rule 144(k) promulgated under the Securities Act and (ii)
          the date on which the holders of the Notes shall have sold all of the
          Ordinary Shares or ADRs issuable upon conversion of the Notes

<Page>

                                                                         Page 13

          and (iii) none of the Notes is outstanding (the "Reporting Period"),
          the Company shall timely file all reports required to be filed with
          the Commission pursuant to the Exchange Act and the Company shall not
          terminate its status as an issuer required to file reports under the
          Exchange Act even if the Exchange Act or the rules and regulations
          thereunder would otherwise permit such termination.

     (t)  The Company shall maintain a depositary agreement pursuant to which
          ADRs will be issued upon conversion of the Notes for so long as any
          Notes remain outstanding (the "DEPOSITARY AGREEMENT").

     (u)  Not to voluntarily claim, and to actively resist any attempts to
          claim, the benefit of any usury laws against the holders of any Notes.

     (v)  To use the net proceeds received by it from the sale of the Securities
          in the manner specified in the Offering Memorandum under the caption
          "Use of Proceeds."

     (w)  To perform all things required or necessary to be done and performed
          under this Agreement by it prior to the Closing Date and to satisfy
          all conditions precedent to the delivery of the Notes.

     (x)  Prior to the Closing Date the Company will not issue any press release
          or other communication directly or indirectly or hold any press
          conference with respect to the Company, its condition, financial or
          otherwise, or earnings, business affairs or business prospects (except
          for routine oral marketing communications in the ordinary course of
          business and consistent with the past practices of the Company and of
          which the Initial Purchaser are notified), without the prior written
          consent of the Initial Purchaser, unless in the judgment of the
          Company and its counsel, and after notification to the Initial
          Purchaser, such press release or communication is required by law.

6.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

     The Company hereby represents and warrants to the Initial Purchaser as of
     the date hereof and as of the Closing Date, which representations and
     warranties shall survive the Closing, as follows:

<Page>

                                                                         Page 14

     (a)  ORGANIZATION AND STANDING. The Company is a corporation duly organized
          and validly existing under the laws of the Republic of South Africa.
          The Company has the requisite corporate power and authority to own and
          operate its properties and assets and to carry on its business as
          currently conducted and as proposed to be conducted. Neither the
          Company nor any of its subsidiaries is (i) in violation of its charter
          or by-laws (or other comparable organizational documents), (ii) in
          default in any material respect, and no event has occurred which, with
          notice or lapse of time or both, would constitute such a default, in
          the due performance or observance of any term, covenant or condition
          contained in any material indenture, mortgage, deed of trust, loan
          agreement or other material agreement or instrument to which it is a
          party or by which it is bound or to which any of its property or
          assets is subject or (iii) in violation in any material respect of any
          law, ordinance, governmental rule, regulation or court decree to which
          it or its property or assets may be subject, which defaults, events or
          violations in the case of clauses (ii) or (iii) would have a material
          adverse effect on the Company.

     (b)  CAPITAL. All outstanding shares in the capital of the Company have
          been duly authorized and validly issued and are fully paid,
          non-assessable and not subject to any pre-emptive or similar rights,
          and, except as disclosed in the Offering Memorandum there are no
          restrictions upon the voting or transfer of the Ordinary Shares or
          ADRs pursuant to the Company's constitutional or other governing
          documents or, except as set forth herein, any agreement or other
          instrument to which the Company is a party or by which it may be
          bound. The Ordinary Shares and the ADRs conform in all material
          respects to the descriptions thereof set forth in the Offering
          Memorandum. The authorized and outstanding capital of the Company is
          as set forth in the Offering Memorandum, and there have been no
          changes thereto since the date set forth under the heading
          "Capitalization" in the Offering Memorandum, except to the extent that
          certain outstanding options and warrants set forth in the Offering
          Memorandum may have been exercised.

     (c)  MATERIAL SUBSIDIARIES. Except as disclosed in the Offering Memorandum,
          the Company owns, directly or indirectly, free and clear of any
          security interest, claim, lien, encumbrance or adverse interest of any
          nature, of the purchase of the issued and outstanding equity
          securities set out in Schedule B to this Agreement of each of the
          companies listed at Schedule A (the "MATERIAL SUBSIDIARIES"), each of
          which company is duly organized and validly existing under the laws of
          its governing jurisdiction and has not been dissolved and each of
          which has the corporate

<Page>

                                                                         Page 15

          capacity and authority to carry on its business as presently carried
          on in all jurisdictions where each such company carries on business.

     (d)  CORPORATE POWER. The Company will have at the Closing Date all
          requisite corporate power and authority to execute and deliver this
          Agreement and the Registration Rights Agreement, to sell and issue the
          Notes and to issue, or cause the ADR depositary to issue; as the case
          maybe; the Ordinary Shares and ADRs issuable upon the conversion of
          such Notes, and to carry out and perform its obligations under the
          terms of this Agreement and the Registration Rights Agreement.

     (e)  AUTHORIZATION AND VALIDITY OF INDENTURE. The Indenture conforms in all
          material respects to the description of the Indenture in the Offering
          Memorandum. The Company will have at the Closing Date all requisite
          power and authority to execute and deliver the Indenture when duly
          executed and delivered by the Company and duly authorized, executed
          and delivered by the Trustee, the Indenture will be a valid and
          binding agreement of the Company, enforceable against the Company in
          accordance with its terms except as (i) the enforceability thereof may
          be limited by bankruptcy, insolvency or similar laws affecting
          creditors' rights generally and (ii) rights of acceleration and the
          availability of equitable remedies may be limited by equitable
          principles of general applicability. On the Closing Date, the
          Indenture will conform in all material respects to the requirements of
          the Trust Indenture Act of 1939, as amended (the "TIA" or "TRUST
          INDENTURE ACT"), and the rules and regulations of the Commission
          applicable to an indenture which is qualified thereunder and upon the
          effectiveness of the Registration Statement, will be qualified under
          the TIA.

     (f)  AUTHORIZATION AND VALIDITY OF NOTES. The Notes have been duly
          authorized and, when duly executed, delivered and authenticated in
          accordance with the provisions of the Indenture and when delivered to
          and paid for by the Initial Purchaser in accordance with the terms of
          this Agreement, the holders of the Notes will be entitled to the
          benefits of the Indenture and will be valid and binding obligations of
          the Company, enforceable in accordance with their terms except as (i)
          the enforceability thereof may be limited by bankruptcy, insolvency or
          similar laws affecting creditors' rights generally and (ii) rights of
          acceleration and the availability of equitable remedies may be limited
          by equitable principles of general applicability. On the Closing Date,
          the Notes will conform in all material respects as to legal matters to
          the description thereof contained in the Offering Memorandum.

<Page>

                                                                         Page 16

     (g)  AUTHORIZATION AND VALIDITY OF ORDINARY SHARES AND ADRs. The Notes are
          convertible into either Ordinary Shares or ADRs in accordance with the
          terms of the Indenture; the Ordinary Shares or ADRs initially issuable
          upon conversion of the Notes have been duly authorized and reserved
          for issuance upon such conversion and, when issued upon such
          conversion, will be validly issued, fully paid and non-assessable,
          will conform to the description thereof contained in the Offering
          Memorandum and will be duly authorized for listing on the JSE, NASDAQ
          or such other national securities exchange on which such securities
          are currently listed, subject to notice of official issuance. The
          holders of Ordinary Shares or ADRs or other holders of the Company's
          securities have no pre-emptive or similar rights with respect to the
          Notes or the Ordinary Shares or ADRs issuable upon conversion of the
          Notes. The certificates evidencing the Ordinary Shares or ADRs
          issuable upon conversion of the Notes will be in due and proper legal
          form.

     (h)  AUTHORIZATION AND VALIDITY OF PURCHASE AGREEMENT AND REGISTRATION
          RIGHTS AGREEMENT. All corporate action on the part of the Company, its
          directors, and its shareholders necessary for the authorization,
          execution, delivery, and performance of this Agreement and the
          Registration Rights Agreement by the Company will have been taken
          prior to the Closing. This Agreement and the Registration Rights
          Agreement, when executed and delivered by the Company, will constitute
          valid and binding obligations of the Company enforceable in accordance
          with their terms except as (i) the enforceability thereof may be
          limited by bankruptcy, insolvency or similar laws affecting creditors'
          rights generally and (ii) rights of acceleration and the availability
          of equitable remedies may be limited by equitable principles of
          general applicability.

     (i)  NO CONFLICT. Except as disclosed in the Offering Memorandum, the
          issuance and sale of the Notes by the Company and the issuance of
          Ordinary Shares and ADRs issuable upon the conversion of such Notes
          does not and will not conflict with and does not and will not result
          in a breach of any of the terms, conditions or provisions of its
          constitutional documents or any agreement or instrument to which the
          Company is a party, and will not contravene any provision of
          applicable South African law.

     (j)  DEPOSITARY AGREEMENT. All corporate action on the part of the Company,
          its directors and its shareholders necessary for the authorization,
          execution, delivery and

<Page>

                                                                         Page 17

          performance of the Depositary Agreement will be taken prior to
          Closing. The Depositary Agreement will constitute a valid and binding
          obligation of the Company enforceable in accordance with its terms.
          Upon the issuance of the ADRs the holders thereof will be entitled to
          the rights specified in the Depositary Agreement and the description
          thereof set forth in the Offering Memorandum.

     (k)  THE JSE SECURITIES EXCHANGE SOUTH AFRICA. The Ordinary Shares are
          listed and posted for trading on the JSE and the Company is in
          compliance, in all material respects, with the listing requirements of
          the JSE. The Company has received the necessary approval for the
          Offering from the JSE, and all other necessary regulatory authorities,
          including without limitation the South African Reserve Bank. The
          Ordinary Shares will be listed and posted for trading on the JSE or
          any substitute exchange in South Africa where the Ordinary Shares then
          trade following their issue upon conversion of the Notes.

     (l)  REGULATORY APPROVAL. The ADRs are eligible for trading on the NASDAQ
          and the Company is in compliance, in all material respects, with the
          listing requirements of NASDAQ. The Company has received the necessary
          approval for the Offering from NASDAQ, and all other regulatory
          authorities, to the extent applicable. The ADRs will be eligible for
          trading on any exchange or market in the United States on which the
          ADRs then trade following their issue upon conversion of the Notes. No
          action has been taken and no statute, rule, regulation or order has
          been enacted, adopted or issued by any governmental agency or body
          which prevents the issuance of the Securities or suspends the sale of
          the Securities in the United States or South Africa or, to the
          Company's knowledge, in any other jurisdiction; no injunction,
          restraining order or order of any nature by any federal or state court
          of competent jurisdiction in the United States or South Africa, or, to
          the Company's knowledge in any other jurisdiction, has been issued
          with respect to the Company or any of its subsidiaries which would
          prevent or suspend the issuance or sale of the Securities or the use
          of the Preliminary Offering Memorandum or the Offering Memorandum in
          the United States or South Africa, or, to the Company's knowledge in
          any other jurisdiction; no action, suit or proceeding is pending
          against or, to the best knowledge of the Company, threatened against
          or affecting the Company or any of its subsidiaries before any court
          or arbitrator or any governmental agency, body or official, domestic
          or foreign which could reasonably be expected to interfere with or
          adversely affect the issuance of the Securities; and the Company has
          complied with any and all requests by any securities authority in any
          jurisdiction for additional information to

<Page>

                                                                         Page 18

          be included in the Preliminary Offering Memorandum and the Offering
          Memorandum.

     (m)  OTHER APPROVALS. The Company has received all other approvals and
          consents whether required by law, regulatory body or by contract,
          necessary to allow the Company to perform its obligations hereunder
          and give effect to the transactions described in this Agreement
          including all necessary approvals required from the holders of
          securities of the Company and all necessary approvals required by the
          South African Reserve Bank, other than any approvals the absence of
          which would not have a material adverse effect on the Company or
          interfere with the Company's issuance of the Notes.

     (n)  NO MATERIAL CHANGE. Since September 30, 2002,

          (i)   there has not been any material change in the assets,
                liabilities or obligations (absolute, accrued, contingent or
                otherwise) of the Company and the Material Subsidiaries taken as
                a whole that has not been publicly disclosed;

          (ii)  there has not been any material change in the capital stock or
                long-term debt of the Company or its Material Subsidiaries
                taken as a whole that has not been publicly disclosed;

          (iii) there has not been any material change in the business, business
                prospects, condition (financial or otherwise) or results of the
                operations of the Company and its Material Subsidiaries taken as
                a whole that has not been publicly disclosed;

          (iv)  except as has been publicly disclosed, since September 30, 2002,
                the Company and each of its Material Subsidiaries has carried on
                its business in the ordinary course; and

          (v)   the information filed by the Company in accordance with
                applicable securities regulation during the last 12 months did
                not, as of the day of filing, contain a material
                misrepresentation or omit to state a material fact otherwise
                required to be stated in such filing.

<Page>

                                                                         Page 19

     (o)  FREELY TRADEABLE ORDINARY SHARES. If the Notes were converted on the
          date hereof the Ordinary Shares issued upon such conversion would be
          freely tradeable through the facilities of the JSE by the Initial
          Purchaser immediately following the Closing and are not subject to any
          selling restrictions or "hold periods".

     (p)  ISSUE DUTY. Any issue duty, stamp duty or other taxes payable in
          connection with the Offering shall be paid by the Company, including,
          without limitation the filing fees and expenses in connection with the
          filing of Forms 45-501F1 with the Ontario Securities Commission and
          the equivalent of such form with each of the other securities
          regulatory authorities in each Canadian province or territory in which
          purchasers of Notes are resident as may be required under the
          securities laws of such province or territory.

     (q)  CANADIAN SHAREHOLDERS. The Company is not a reporting issuer or the
          equivalent thereof as defined in the securities laws of each of the
          provinces and territories of Canada and as of the Closing Date after
          giving effect to the issue of the Notes and the conversion thereof,
          the Company has no knowledge that residents of Canada owned, directly
          or indirectly, more than 10 percent of the Ordinary Shares of the
          Company and represented more than 10 percent of the total number of
          owners, directly or indirectly, of Ordinary Shares of the Company.

     (r)  TAX RETURNS. The Company has filed all tax returns which are required
          to be filed through the date hereof, or has received valid extensions
          thereof, and has paid all taxes shown on such returns and all
          assessments and reassessments received by it to the extent that the
          same are material and have become due.

     (s)  LICENSES. Each of the Company and its Material Subsidiaries has all
          material licenses, franchises, permits, authorizations, approvals and
          orders of and from all applicable regulatory agencies or bodies that
          are necessary to own its properties and conduct its business as
          described in the Offering Memorandum.

     (t)  TITLE. Each of the Company and its Material Subsidiaries has good
          title to each of the items of real property which are reflected in the
          most recent financial statements of the Company or are referred to in
          the Offering Memorandum as being owned by the Company or any one of
          its Material Subsidiaries, other than any defect in title which would
          not have a material adverse effect on the Company, other than as

<Page>

                                                                         Page 20

          described in the Offering Memorandum are free and clear of all
          mortgages, liens, charges, security interests, encumbrances or
          defects.

     (u)  LITIGATION. Except as set out in the Offering Memorandum, no
          litigation, administrative proceeding, arbitration or other proceeding
          before or of any court, tribunal, arbitrator or regulatory or other
          governmental body is presently in process, pending, or to the
          knowledge of the Company, threatened against or affecting the Company,
          which could reasonably be expected to have a material adverse effect
          on the Company.

     (v)  ENVIRONMENTAL LAWS. Each of the Company and its Material Subsidiaries
          is in compliance in all material respects with all applicable laws,
          statutes, ordinances, by-laws, regulations, orders, directives and
          decisions rendered by ministry, department or administrative or
          regulatory agency (the "ENVIRONMENTAL LAWS") relating to the
          protection of the environment or pollutants, contaminated, chemicals,
          or industrial, toxic or hazardous wastes and substances, except for
          any instances of non-compliance which would not have a material
          adverse effect on the Company. The Company and its Material
          Subsidiaries have obtained all necessary licenses, permits and
          approvals necessary for its operations under applicable Environmental
          Laws.

     (w)  USE OF PROCEEDS. The Company will use the proceeds of the Offering as
          set out in the Offering Memorandum.

     (x)  RULE 144 A(d)(4) REQUIREMENTS. THE Preliminary Offering Memorandum
          does not and the Offering Memorandum on the Closing Date or the Option
          Closing Date, except for any statement in the Preliminary Offering
          Memorandum that was corrected in the Offering Memorandum will not
          include any untrue statement of a material fact or omit to state any
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading, provided that the representation and warranty contained in
          this paragraph 6(z) shall not apply to statements in or omissions from
          the Offering Documents based upon written information furnished to the
          Company by the Initial Purchaser specifically for use therein,

     (y)  RULE 144A(d)(3) REQUIREMENTS. When the Notes are issued and delivered
          pursuant to this Agreement, the Notes will not be of the same class
          (within the meaning of

<Page>

                                                                         Page 21

          Rule 144A under the Securities Act) as any security of the Company
          that is listed on a national securities exchange registered under
          Section 6 of the Exchange Act or that is quoted in a United States
          automated inter-dealer quotation system.

     (z)  FINANCIAL STATEMENTS. Deloitte & Touche are independent certified
          public accountants with respect to the Company and its Material
          Subsidiaries as required by the Securities Act and within the meaning
          of the Code of Professional Conduct of the American Institute of
          Certified Public Accountants. The financial statements of the Company
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum present fairly, in all material respects, the financial
          position, results of operations and cash flows of the Company as of
          the dates and for the periods indicated in conformity with generally
          accepted accounting principles and applied on a consistent basis
          throughout the periods involved; the selected financial data, the
          summary financial data and other financial and statistical information
          regarding the Company included in the Preliminary Offering Memorandum
          and the Offering Memorandum present fairly the information shown
          therein and have, except as stated therein, been compiled on a basis
          consistent with that of the financial statements of the Company
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum and the Company has no material liabilities or obligations
          (direct or indirect, contingent or absolute, matured or unmatured) of
          any nature whatsoever, whether arising out of contract, tort, statute
          or otherwise, which are not reflected or reserved against in such
          financial statements or specifically disclosed in the Offering
          Memorandum.

          (aa)  RELATED PARTIES. No relationship, direct or indirect, exists
                between or among any of the Company or any affiliate of the
                Company on the one hand, and any director, officer, stockholder,
                customer or supplier of any of them, on the other hand, which,
                if the Notes were being registered under the Securities Act,
                would be required by the Securities Act or the rules and
                regulations thereunder to be described in the applicable
                registration statement which is not so described in the Offering
                Memorandum.

          (bb)  NO ADVERTISING OR SOLICITATION. No form of general solicitation
                or general advertising (as defined in Regulation D under the
                Securities Act) was used by the Company, or any of its
                affiliates (other than the Initial Purchaser, as to whom the
                Company makes no representation) in connection with the offer
                and sale of the Notes contemplated hereby, including without
                limitation

<Page>

                                                                         Page 22

                articles, notices or other communications published in any
                newspaper, magazine, or similar medium or broadcast over
                television or radio, or any seminar or meeting whose attendees
                have been invited by any general solicitation or general
                advertising. No securities of the same class as the Notes have
                been issued and sold by the Company within the six month period
                immediately prior to the date hereof.

          (cc)  NO PRIOR DISTRIBUTIONS. Except as permitted by the Securities
                Act, neither the Company nor any of its subsidiaries has
                distributed and, prior to the completion of the initial
                distribution of the Notes (which includes the sale by the
                Initial Purchaser), neither will distribute, any offering
                materials in connection with the offering and sale of the Notes
                other than the Offering Memorandum.

          (dd)  NO MARKET STABILIZATION. The Company has not taken, nor will it
                take, directly or indirectly, any action designed to or that
                might reasonably be expected to cause or result in, or that has
                constituted or that might reasonably be expect to constitute,
                the stabilization or manipulation of the price of the Ordinary
                Shares, ADRs or the Notes.

          (ee)  NO REQUIREMENT FOR QUALIFICATION OF INDENTURE. Prior to the
                effectiveness of any Registration Statement, the Indenture is
                not required to be qualified under the TIA.

          (ff)  NO REGISTRATION REQUIREMENT. No registration under the
                Securities Act of the Notes is required for the sale of the
                Notes to the Initial Purchaser as contemplated hereby or for the
                Exempt Resales assuming the accuracy of the Initial Purchaser's
                representations and warranties and agreements set faith in
                Section 7 hereof.

          (gg)  OFFERING RESTRICTIONS. The Company and its affiliates have
                complied and will comply with the offering restrictions
                requirement of Regulation S under the Securities Act in
                connection with the offer and sale of the Notes under
                Regulation S.

          (hh)  DIRECTED SELLING. Neither the Company, nor any of its affiliates
                (as defined in Rule 405 under the Securities Act), nor any
                person acting on its or their

<Page>

                                                                         Page 23

                behalf, has engaged in any "directed selling efforts" (as
                defined in Regulation S) in connection with the offer and sale
                of the Notes under Regulation S.

          (ii)  INVESTMENT COMPANY. The Company is not, and as a result of the
                offer and sale of the Notes will not become, an "investment
                company" under, and such term is defined in, the United States
                Investment Company Act of 1940, as amended.

          (jj)  PASSIVE FOREIGN INVESTMENT COMPANY. The Company is not, for the
                year ended June 30, 2002, and does not intend to become, (i) a
                passive foreign investment company within the meaning of Section
                1297 of the Internal Revenue Code of 1986, as amended (the
                "Code") or (ii) a foreign personal holding company within the
                meaning of Section 552 of the Code.

          (kk)  OFFER TO PUBLIC. The offer by the Company for the issuance and
                delivery of Notes is not an offer for subscription or sale to
                the public as defined in Chapter VI of South African Companies
                Act, 1973 (as amended) in South Africa.

          (ll)  ACCOUNTING CONTROLS. The Company and the Material Subsidiaries
                maintain a system of internal accounting controls sufficient to
                provide reasonable assurance that (i) transactions are executed
                in accordance with management's general or specific
                authorizations; (ii) transactions are recorded as necessary to
                permit preparation of financial statements in conformity with
                generally accepted accounting principles and to maintain asset
                accountability; (iii) access to assets is permitted only in
                accordance with management's general or specific authorization;
                and (iv) the recorded accountability for assets is compared with
                the existing assets at reasonable intervals and appropriate
                action is taken with respect to any differences.

          (mm)  UNLAWFUL PAYMENTS. From July 1, 2000 up to and including the
                date hereof, neither the Company nor any of its Material
                Subsidiaries, to the best knowledge of the Company, any
                director, officer, agent, employee or other person associated
                with or acting on behalf of the Company or any of its Material
                Subsidiaries has used any corporate funds for any unlawful
                contribution, gift, entertainment or other unlawful expense
                relating to political

<Page>

                                                                         Page 24

                activity, made any direct or indirect unlawful payment to any
                foreign or domestic government official or employee from
                corporate funds; or made any bribe, rebate, payoff, influence
                payment, kickback or other unlawful payment.

          (nn)  SOLVENCY. On and immediately after the Closing Date, the Company
                (after giving effect to the issuance of the Notes and to the
                other transactions related thereto as described in the Offering
                Memorandum will be Solvent. As used in this paragraph, the term
                "Solvent" means, with respect to a particular date, that on such
                date the present fair market value (or present fair saleable
                value) of the assets of the Company is not less than the total
                amount required to pay the probable liabilities of the Company
                on its total existing debts and liabilities (including
                contingent liabilities) as they become absolute and matured, the
                Company is able to realize upon its assets and pay its debts and
                other liabilities, contingent obligations and commitments as
                they mature and become due in the normal course of business,
                assuming the sale of the Securities as contemplated by this
                Agreement and the Offering Memorandum, the Company is not
                incurring debts or liabilities beyond its ability to pay as such
                debts and liabilities mature and the Company is not engaged in
                any business or transaction, and is not about to engage in any
                business or transaction, for which its property would constitute
                unreasonably small capital after giving due consideration to the
                prevailing practice in the industry in which the Company is
                engaged. In computing the amount of such contingent liabilities
                at any time, it is intended that such liabilities will be
                computed at the amount that, in the light of all the facts and
                circumstances existing at such time, represents the amount that
                can reasonably be expected to become an actual or matured
                liability.

          (oo)  OTHER COMMISSIONS. Neither the Company nor the Material
                Subsidiaries is a party to any contract, agreement or
                understanding with any person that would give rise to a valid
                claim against the Company or the Initial Purchasers for a
                brokerage commission, finder's fee or like payment in connection
                with the offering and sale of the Securities other than in
                connection with the financial advisory services relating to the
                Offering and the fair and reasonable opinion to be delivered in
                accordance with the rules of the JSE.

<Page>

                                                                         Page 25

          (pp)  RANKING SECURITY. The Notes will rank PARI PASSU with all future
                and present indebtedness of the Company.

7.   INITIAL PURCHASER'S REPRESENTATIONS AND WARRANTIES.

     The Initial Purchaser represents and warrants to, and agrees with, the
     Company:

     (a)  CIBC World Markets Corp. is a QIB and an "accredited investor" (as
          such term is defined under Regulation D under the Securities Act),
          with such knowledge and experience in financial and business matters
          as is necessary in order to evaluate the merits and risks of an
          investment in the Notes.

     (b)  The Initial Purchaser (A) is not acquiring the Securities with a view
          to any distribution thereof or with any present intention of offering
          or selling any of the Securities in a transaction that would violate
          the Securities Act or the securities laws of the Republic of South
          Africa, any state of the United States, any province or territory of
          Canada or any other applicable jurisdiction (the "SECURITIES LAWS")
          and (B) the Initial Purchaser acknowledges and agrees that the
          Securities have not been and will not be registered under the
          Securities Act and may not be offered or sold within the United States
          or to, or for the account or benefit of, U.S. persons except (i) QIB's
          in reliance on the exemption from the registration requirements of the
          Securities Act provided by Rule 144A, or to (ii) Foreign Qualified
          Purchasers in offshore transactions in reliance on the exemption from
          the registration requirements of the Securities Act provided by
          Regulation S promulgated thereunder.

     (c)  The Initial Purchaser agrees that no form of general solicitation or
          general advertising (within the meaning of Regulation D under the
          Securities Act) has been or will be used by such Initial Purchaser or
          any of its representatives in connection with the offer and sale of
          the Securities pursuant hereto, including without limitation articles,
          notices or other communications published in any newspaper, magazine
          or similar medium or broadcast over television or radio, or any
          seminar or meeting whose attendees have been invited by any general
          solicitation or general advertising.

     (d)  The Initial Purchaser agrees that, in connection with Exempt Resales,
          such Initial Purchaser will solicit offers to buy the Securities only
          from, and will offer to sell the

<Page>

                                                                         Page 26

          Securities only to, QIB's or Foreign Qualified Purchasers, as the case
          may be. The Initial Purchaser further agrees that it will offer to
          sell the Securities only to, and will solicit offers to buy the
          Securities only from persons whom the Initial Purchaser reasonably
          believes are QIB's or Foreign Qualified Purchasers, as the case may
          be, and that agree that (A) the Securities purchased by them may be
          offered, resold, pledged or otherwise transferred within the time
          period referred to under Rule 144(k) (taking into account the
          provisions of Rule 144(d) under the Act, if applicable) under the
          Securities Act, as in effect on the date of the transfer of such
          Securities, only (1) to a person whom the seller reasonably believes
          is a QIB acquiring for its own account or for the account of a QIB in
          a transaction meeting the requirements of Rule 144A under the
          Securities Act, (2) pursuant to an exemption from registration under
          the Act provided by Rule 144 thereunder (if available), (3) to a
          Foreign Qualified Purchaser that prior to such transfer, furnishes the
          Trustee a signed letter containing certain representations and
          agreements relating to the registration and transfer of such
          Securities and, if requested by the Company, an opinion of counsel
          acceptable to the Company that such transfer is in compliance with the
          Securities Act, (4) in accordance with another exemption from the
          registration requirements under the Securities Act (and based upon an
          opinion of counsel acceptable to the Company) or (5) pursuant to an
          effective registration statement and, in each case, in accordance with
          the applicable securities laws of the United States or other
          jurisdictions and (B) such QIB's will deliver to each person to whom
          such Securities or an interest therein is transferred a notice
          substantially to the effect of the foregoing. The Initial Purchaser
          will not distribute the Securities in violation of any Securities
          Laws.

     (e)  The Initial Purchaser acknowledges that the Company, for purposes of
          the opinions to be delivered to the Initial Purchaser pursuant to
          Section 9 hereof, counsel to the Company and counsel to the Initial
          Purchaser will rely upon the accuracy and truth of the foregoing
          representations and the Initial Purchaser hereby consents to such
          reliance.

     (f)  The Initial Purchaser agrees that it will offer and sell the
          Securities (i) as part of its distribution at any time and (ii)
          otherwise until 40 days after the later of the commencement of the
          offering and the last Closing Date (the "DISTRIBUTION COMPLIANCE
          PERIOD"), only in accordance with Rule 903 of Regulation S or Rule
          144A under the Securities Act as set out below. Accordingly, neither
          it, its affiliates nor any persons acting on its or their behalf have
          engaged or will engage in any

<Page>

                                                                         Page 27

          directed selling efforts with respect to the Securities, and it and
          they have complied and will comply with the offering restrictions
          requirement of Regulation S the Initial Purchaser agrees that, at or
          prior to confirmation of sale of Securities (other than a sale
          pursuant to Rule 144A), it will have sent to each distributor, dealer
          or person receiving a selling concession, fee or other remuneration
          that purchases Securities from it during the distribution compliance
          period a confirmation or notice to substantially the following effect:

          "The securities covered hereby have not been registered under the U.S.
          Securities Act of 1933 (the "Securities Act") and may not be offered
          or sold within the United States or to, or for the account or benefit
          of, U.S. persons (i) as part of their distribution at any time or (ii)
          otherwise until 41 days after the later of the commencement of the
          offering and the last Closing Date, except in either case in
          accordance with Regulation S or Rule 144A under the Securities Act.
          Terms used above have the meanings given to them by Regulation S under
          the Securities Act."

          Terms used in this paragraph have the meanings given to them by
          Regulation S.

     (g)  The Initial Purchaser represents that it has not entered and agrees
          that it will not enter into any contractual arrangement with any
          distributor (as that term is defined in Regulation S) with respect to
          the distribution or delivery of the Notes, except with its affiliates
          that agree to the same restrictions as those set forth in this
          Section 7.

8.   INDEMNIFICATION.

     (a)  The Company agrees to indemnify and hold harmless the Initial
          Purchaser, its directors, its affiliates, its officers, the directors
          and officers of its affiliates and each person, if any, who controls
          the Initial Purchaser (within the meaning of Section 15 of the
          Securities Act or Section 20 of the Exchange Act), (collectively
          referred to for the purposes of this section 8(a) as an Initial
          Purchaser) from and against any and all losses, claims, damages and
          liabilities (joint or several) and judgments (including without
          limitation any legal, investigation and other expenses incurred in
          connection with investigating or defending any matter, including any
          action that could give rise to any such losses, claims, damages,
          liabilities or judgments, and any amount paid in settlement of, any
          action, suit or proceeding or any claim asserted) to which they, or
          any of them, may become subject under the Securities Act, the Exchange
          Act or other Federal or state law or regulation, at common law or
          otherwise, insofar as

<Page>

                                                                         Page 28

          such losses, claims, damages or liabilities arise out of or are based
          upon (i) any untrue statement or alleged untrue statement of a
          material fact contained in the Preliminary Offering Memorandum,
          Offering Memorandum (or any amendment or supplement thereto) or any
          Rule 144 Information or Rule 144A Information provided by the Company
          to any holder or prospective purchaser of Securities pursuant to
          Section 5(h) or (ii) any omission or alleged omission to state therein
          a material fact required to be stated therein or necessary to make the
          statements therein not misleading, except insofar as such losses,
          claims, damages, liabilities or judgments are caused by any such
          untrue statement or omission or alleged untrue statement or omission
          based upon information relating to the Initial Purchaser furnished in
          writing to the Company by the Initial Purchaser specifically for use
          therein. The foregoing indemnity agreement with respect to any
          Preliminary Offering Memorandum shall not inure to the benefit of any
          indemnified person who failed to deliver an Offering Memorandum (as
          then amended or supplemented, provided by the Company to the Initial
          Purchaser in the requisite quantity and on a timely basis to permit
          proper delivery on or prior to the Closing Date) to the person
          assessing any losses, claims, damages and liabilities and judgments
          caused by any untrue statement of alleged untrue statement of a
          material fact contained in any Preliminary Offering Memorandum, or
          caused by any omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the statements
          therein not misleading, if such material misstatement or omission or
          alleged material misstatement or omission was cured, as determined by
          a court of competent jurisdiction in a decision not subject to further
          appeal, in such Offering Memorandum.

     (b)  The Initial Purchaser agrees to indemnify and hold harmless the
          Company and its directors and officers and each person, if any, who
          controls (within the meaning of Section 15 of the Securities Act or
          Section 20 of the Exchange Act) the Company to the same extent as the
          foregoing indemnity from the Company to the Initial Purchaser but in
          each case to the extent that such untrue statement or alleged untrue
          statement or omission or alleged omission was made in the Preliminary
          Offering Memorandum or the Offering Memorandum in reliance upon and in
          conformity with information relating to the Initial Purchaser famished
          in writing to the Company by the Initial Purchaser expressly for use
          therein; provided, however, that the obligation of the Initial
          Purchaser to indemnify the Company (including any controlling person,
          director or officer thereof) shall be limited to the net proceeds
          received by the Company from such Initial Purchaser.

<Page>

                                                                         Page 29

     (c)  In case any action shall be commenced involving any person in respect
          of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
          "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
          person against whom such indemnity may be sought (the "INDEMNIFYING
          PARTY") in writing and the indemnifying party shall assume the defence
          of such action, including the employment of counsel reasonably
          satisfactory to the indemnified party and the payment of all fees and
          expenses of such counsel, as they are incurred (except that in the
          case of any action in respect of which indemnity may be sought
          pursuant to both Sections 8(a) and 8(b), the Initial Purchaser shall
          not be required to assume the defence of such action pursuant to this
          Section 8(c) but may employ separate counsel and participate in the
          defense thereof, but the fees and expenses of such counsel, except as
          provided below, shall be at the expense of the Initial Purchaser). Any
          indemnified party shall have the right to employ separate counsel in
          any such action and participate in the defense thereof, but the fees
          and expenses of such counsel shall be at the expense of the
          indemnified party unless (i) the employment of such counsel shall have
          been specifically authorised in writing by the indemnifying party;
          (ii) the indemnifying party shall have failed to assume the defense of
          such action or employ counsel reasonably satisfactory to the
          indemnified party within a reasonable time after notice of the
          commencement thereof, in each of which case the fees and expenses of
          counsel shall be at the expense of the indemnifying parties, or (iii)
          the named parties to any such action (including any impleaded parties)
          include both the indemnified party and the indemnifying party, and the
          indemnified party shall have been advised by such counsel that there
          may be one or more legal defenses available to it that are different
          from or additional to those available to the indemnifying party (in
          which case the indemnifying party shall not have the right to assume
          the defense of such action on behalf of the indemnified party). In any
          such case, the indemnifying party shall not, in connection with any
          one action or separate but substantially similar or related actions in
          the same jurisdiction arising out of the same general allegations or
          circumstances, be liable for the fees and expenses of more than one
          separate firm of attorneys (in addition to any local counsel) for all
          indemnified parties, and all such fees and expenses shall be
          reimbursed as they are incurred. Such firm shall be designated in
          writing by the Initial Purchaser, in the case of the parties
          indemnified pursuant to Section 8(a), and by the Company, in the case
          of parties indemnified pursuant to Section 8(b). The indemnifying
          party shall indemnify and hold harmless the indemnified party from and
          against any and all losses, claims, damages, liabilities and judgments
          by reason of any settlement of

<Page>

                                                                         Page 30

          any action (i) effected with its written consent or (ii) effected
          without its written consent if the settlement is entered into more
          than twenty business days after the indemnifying party shall have
          received a request from the indemnified party for reimbursement for
          the fees and expenses of counsel (in any case where such fees and
          expenses are at the expense of the indemnifying party) and, prior to
          the date of such settlement, the indemnifying party shall have failed
          to comply with such reimbursement request. No indemnifying party
          shall, without the prior written consent of the indemnified party,
          effect any settlement or compromise of, or consent to the entry of
          judgment with respect to, any pending or threatened action in respect
          of which the indemnified party is or could have been a party and
          indemnity or contribution may be or could have been sought hereunder
          by the indemnified party, unless such settlement, compromise or
          judgment (i) includes an unconditional release of the indemnified
          party from all liability on claims that are or could have been the
          subject matter of such action and (ii) does not include a statement as
          to or an admission of fault, culpability or a failure to act by or on
          behalf of the indemnified party.

     (d)  To the extent the indemnification provided for in this Section 8 is
          unavailable to an indemnified party or insufficient in respect of any
          losses, claims, damages, liabilities or judgments referred to therein,
          then each indemnifying party, in lieu of indemnifying such indemnified
          party, shall contribute to the amount paid or payable by such
          indemnified party as a result of such losses, claims, damages,
          liabilities and judgments (i) in such proportion as is appropriate to
          reflect the relative benefits received by the Company, on the one
          hand, and the Initial Purchaser, on the other hand, from the offering
          of the Securities or (ii) if the allocation provided by clause (i)
          above is not permitted by applicable law, in such proportion as is
          appropriate to reflect not only the relative benefits referred to in
          clause (i) above but also the relative fault of the Company, on the
          one hand, and the Initial Purchaser, on the other hand, in connection
          with the statements or omissions that resulted in such losses, claims,
          damages, liabilities or judgments, as well as any other relevant
          equitable considerations. The relative benefits received by the
          Company, on the one hand, and the Initial Purchaser, on the other
          hand, shall be deemed to be in the same proportion as the total net
          proceeds from the offering of the Securities (after Initial
          Purchaser's discounts or commissions, but before deducting expenses)
          received by the Company, and the total discounts and commissions
          received by the Initial Purchaser bear to the total price to investors
          of the Securities, in each case as set forth on the cover page of the
          Offering Memorandum. The relative fault of the

<Page>

                                                                         Page 31

          Company, on the one hand, and the Initial Purchaser, on the other
          hand, shall be determined by reference to, among other things, whether
          the untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to
          information supplied by the Company, on the one hand, or the Initial
          Purchaser, on the other hand, and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission.

          The Company and the Initial Purchaser agree that it would not be just
          and equitable if contribution pursuant to this Section 8(d) were
          determined by pro rata allocation or by any other method of allocation
          that does not take account of the equitable considerations referred to
          in the immediately preceding paragraph. The amount paid or payable by
          an indemnified party as a result of the losses, claims, damages,
          liabilities or judgments referred to in the immediately preceding
          paragraph shall be deemed to include, subject to the limitations set
          forth above, any legal or other expenses incurred by such indemnified
          party in connection with investigating or defending any matter,
          including any action, that could have given rise to such losses,
          claims, damages, liabilities or judgments. Notwithstanding the
          provisions of this Section 8, the Initial Purchaser shall not be
          required to contribute any amount in excess of the amount by which the
          total discounts and commissions received by the Initial Purchaser
          exceeds the amount of any damages that the Initial Purchaser has
          otherwise been required to pay by reason of such untrue or alleged
          untrue statement or omission or alleged omission. No person guilty of
          fraudulent misrepresentation (within the meaning of Section 11 (f) of
          the Securities Act) shall be entitled to contribution from any person
          who was not guilty of such fraudulent misrepresentation.

     (e)  The remedies provided for in this Section 8 are not exclusive and
          shall not limit any rights or remedies that may otherwise be available
          to any indemnified party at law or in equity.

9.   CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS.

     The obligations of the Initial Purchaser to purchase the Firm Notes under
     this Agreement on the Closing Date and the Additional Notes, if any, on any
     Option Closing Date are subject to the satisfaction of each of the
     following conditions:

<Page>

                                                                         Page 32

     (a)  All the representations and warranties of the Company contained in
          this Agreement shall be true and correct in all material respects on
          the Closing Date, or on each Option Closing Date, if any, with the
          same force and effect as if made on and as of the Closing Date or on
          each Option Closing Date, if any.

     (b)  On or after the date hereof, (i) there shall not have occurred any
          downgrading, suspension or withdrawal of, nor shall any notice have
          been given of any potential or intended downgrading, suspension or
          withdrawal of, or of any review (or of any potential or intended
          review) for a possible change that does not indicate the direction of
          the possible change in, any rating of the Company or any securities of
          the Company (including without limitation the placing of any of the
          foregoing ratings on credit watch with negative or developing
          implications or under review with an uncertain direction) by any
          "nationally recognized statistical rating organization" as such term
          is defined for the purpose of Rule 436(g)(2) under the Securities Act,
          (ii) there shall not have occurred any change, nor shall any notice
          have been given of any potential or intended change, in the outlook
          for any rating of the Company or any securities of the Company by any
          such rating organization and (iii) no such rating organization shall
          have given notice that it has assigned (or is considering assigning) a
          lower rating to the Notes than that on which the Notes were marketed.

     (c)  Since the respective dates as of which information is given in the
          Offering Memorandum, other than as set forth in the Offering
          Memorandum (exclusive of any amendments or supplements thereto after
          the date of this Agreement), (i) there shall not have occurred any
          change or any development involving a prospective change in the
          condition, financial or otherwise, or the earnings, business,
          management or operations of the Company and its subsidiaries, taken as
          a whole, (ii) there shall not have been any change or any development
          involving a prospective change in the capital stock or in the
          long-term debt of the Company or any of its subsidiaries except in the
          ordinary course of business, (iii) neither the Company nor any of its
          subsidiaries shall have incurred any liability or obligation, direct
          or contingent except in the ordinary course of business, and (iv)
          neither the Company nor any of its subsidiaries shall have sustained
          any loss or interference with their respective assets, businesses or
          properties (whether owned or leased) from fire, explosion, earthquake,
          flood or other calamity, whether or not covered by insurance, or from
          any labor dispute or any court or legislative or other governmental
          action, order or decree, the effect of which, in case of any event
          described in the foregoing clause (i), (ii), (iii) or (iv), in the
          reasonable judgment of the Initial Purchaser, is material and

<Page>

                                                                         Page 33

          adverse and makes it impracticable to market the Notes on the terms
          and in the manner contemplated in the Offering Memorandum.

     (d)  The Initial Purchaser shall have received on the Closing Date a
          certificate, dated the Closing Date, and on an Option Closing Date, if
          any, dated such Option Closing Date, signed by the Chief Executive
          Officer and the Chief Financial Officer of the Company, confirming the
          matters set forth in Sections 6 and 9 and stating that the Company has
          complied with all the agreements and satisfied all of the conditions
          herein contained and required to be complied with or satisfied on or
          prior to the Closing Date or Option Closing Date, as the case may be.

     (e)  The Initial Purchaser shall have received on the Closing Date and each
          Option Closing Date, if any, an opinion (subject to customary
          qualifications, limitations and exceptions and satisfactory to you and
          counsel for the Initial Purchaser), dated the Closing Date or such
          Option Closing Date, as the case may be, of Bowman Gilfillan Inc.,
          South African counsel for the Company, with respect to the matters set
          out at Schedule B, and Fulbright & Jaworski LLP with respect to the
          matters set out at Schedule C, U.S. counsel for the Company.

          Such counsel are not called upon to opine as to factual matters, and
          the character of determinations involved in the process is such that
          it is not passing upon and does not need to assume any responsibility
          for the accuracy, completeness or fairness of the information included
          in the Offering Memorandum. Such counsel can advise, however, that in
          and on the basis of its review of the Offering Memorandum and its
          participation in its preparation, nothing has come to such counsel's
          attention that causes it to believe that the Offering Memorandum, as
          of its date or as of the date hereof, contained or contains an untrue
          statement of a material fact or omitted or omits to state a material
          fact necessary in order to make the statements therein, in light of
          the circumstances under which they were made, not misleading. Such
          counsel are not called upon to express an opinion with respect to, and
          the preceding paragraph does not address, the financial statements and
          related notes and schedules, and other financial, numerical and
          accounting information, included in, incorporated by reference in, or
          omitted from the Offering Memorandum, or any further amendment or
          supplement thereto. Such counsel are also not called upon to express
          any opinion with respect to any mater relating to compliance with
          financial covenants or financial requirements.

<Page>

                                                                         Page 34

     (f)  The Initial Purchaser shall have received on the Closing Date and on
          each Option Closing Date, an opinion, dated the Closing Date, of
          Blake, Cassels & Graydon LLP, counsel for the Initial Purchaser, in
          form and substance reasonably satisfactory to the Initial Purchaser.

     (g)  The Initial Purchaser shall have received, at the time this Agreement
          is executed and at the Closing Date and each Option Closing Date, if
          any, letters dated the date hereof or the Closing Date or an Option
          Closing Date, as the case may be, from Deloitte & Touche LLP,
          independent public accountants, in form and substance satisfactory to
          the Initial Purchaser containing the information and statements of the
          type ordinarily included in accountants' "comfort letters" with
          respect to the financial statements and certain financial information
          contained in the Offering Memorandum.

     (h)  The Initial Purchaser shall have received, at the Closing Date and
          each Option Closing Date, the Initial Purchaser's Commission payable
          by the Company in respect of the Firm Notes or Additional Notes, as
          the case may be, pursuant to Section 2(c).

     (i)  The Notes shall have been approved by the National Association of
          Securities Dealers, Inc. for trading and duly listed in PORTAL.

     (j)  The Initial Purchaser shall have received a counterpart, conformed as
          executed, of the Indenture which shall have been entered into by the
          Company and the Trustee.

     (k)  The Company shall have executed the Registration Rights Agreement, and
          the Initial Purchaser shall have received an original copy thereof,
          duly executed by the Company and the Registration Rights Agreement
          shall be in full force and effect.

     (l)  The Company shall not have failed at or prior to the Closing Date or
          each Option Closing Date, if any, as the case may be, to perform or
          comply with all of the agreements contained herein and required to be
          performed or complied with by the Company at or prior to the Closing
          Date or Option Closing Date, as the case may be.

     (m)  The Initial Purchaser shall have received an opinion that each of the
          Material Subsidiaries (i) has been duly incorporated and is validly
          existing; and (ii) has the

<Page>

                                                                         Page 35

          capacity to carry on its business and own its property as described in
          the Offering Memorandum.

     (n)  The Initial Purchaser shall have received a legal opinion that the
          Company and each of its Material Subsidiaries, as the case may be,
          hold good title to the properties described in the Offering Circular
          as the Blyvoor Section, Buffels Section, Harties Section, Crown
          Section, West Wits Section and the Tolukuma Mine in the manner
          described therein, free and clear of any and all mortgages, charges,
          security interests, encumbrances or defects except as otherwise
          disclosed in the Offering Circular.

     (o)  The Initial Purchaser shall have received executed Lock-Up Agreements
          in the form set forth in Exhibit B by each of the individuals listed
          on Schedule D.

10.  EFFECTIVENESS OF AGREEMENT AND TERMINATION.

     (a)  If at any time during the period commencing on the date hereof and
          ending at the Closing Date there shall have occurred any of the
          following: (i) any moratorium on commercial banking activities shall
          have been declared by federal or New York state authorities or (ii) an
          outbreak or escalation of hostilities or a declaration by the United
          States of a national emergency or war or (iii) a material adverse
          change in general economic, political or financial conditions (or the
          effect of international conditions on the financial markets in the
          United States shall be such) the effect of which, in the case of this
          clause (iii), is, in the reasonable judgment of the Initial Purchaser,
          so material and adverse as to make it impracticable or inadvisable to
          proceed with the sale or the delivery of the Securities on the terms
          and in the manner contemplated by this Agreement and in the Offering
          Memorandum (exclusive of any amendment or supplement thereto), the
          Initial Purchaser shall be entitled to terminate its obligations under
          this Agreement by written notice to that effect given to the Company
          not later than the Closing Date.

     (b)  The rights of termination contained in Section 10(a) above may be
          exercised by the Initial Purchaser and are in addition to the rights
          of the Initial Purchaser to terminate its obligations if the
          conditions set out in section 9 hereof are not fulfilled and any other
          rights or remedies the Initial Purchaser may have in respect of any
          default, misrepresentation, act or failure to act or non-compliance by
          the Company in respect of any of the matters contemplated by this
          Agreement.

<Page>

                                                                         Page 36

11.  MISCELLANEOUS.

     (a)  Notices given pursuant to any provision of this Agreement shall be
          addressed as follows: (i) if to the Company to DRD Building, 45 Empire
          Road, Parktown, Johannesburg, P.O. Box 390 Maraisburg 1700, Attention:
          Ian Murray, with a copy to Ezra Davids, Bowman Gilfillan Inc., 9th
          Floor, Twin Towers West, Sandton City, Johannesburg, 2146 Sandton,
          Steven Suzzan, Fulbright & Jaworski LLP, 666 Fifth Avenue, New York,
          New York, 10103-3198, and (ii) if to the Initial Purchaser, c/o CIBC
          World Markets Corp., 417 5th Avenue, 2nd Floor, New York, New York
          10016 Attention: Wayne Adlam, and to CIBC World Markets Inc., BCE
          Place, 161 Bay Street, P.O. Box 500, Toronto, Ontario, M5J 2S8,
          Attention: Bina Patel, with a copy to Bob Wooder, Blake, Cassels &
          Graydon LLP, 7th Floor, 10 Lloyd's Avenue, London EC3N 3AX, and to
          Kaya Proudian, White & Case, 7-11 Moorgate, London EC2R 6HH, and in
          any case to such other address as the person to be notified may have
          requested in writing.

     (b)  The respective indemnities, contribution agreements, representations,
          warranties and other statements of the Company and the Initial
          Purchaser set forth in or made pursuant to this Agreement shall remain
          operative and in full force and effect and will survive delivery of
          and payment for the Securities regardless of (i) any investigation, or
          statement as to the results thereof, made by or on behalf of the
          Initial Purchaser, the officers or directors of the initial Purchaser,
          any person controlling the initial Purchaser, the Company, the
          officers or directors of the Company, or any person controlling the
          Company, (ii) acceptance of the Securities and payment for them
          hereunder and (iii) termination of the Agreement.

     (c)  If for any reason the Notes are not delivered by or on behalf of the
          Company as provided herein (other than as a result of any termination
          of this Agreement pursuant to Section 10), the Company agrees to
          reimburse the Initial Purchaser for all out-of-pocket expenses
          (including the fees and disbursements of counsel) incurred by it.
          Notwithstanding any termination of this Agreement, the Company shall
          be liable for all expenses which it has agreed to pay pursuant to
          Section 5(i).

     (d)  Except as otherwise provided, this Agreement has been and is made
          solely for the benefit of and shall be binding upon the Company, the
          Initial Purchaser, the Initial Purchaser's directors and officers, any
          controlling persons referred to herein, the

<Page>

                                                                         Page 37

          directors of the Company and their respective successors and assigns,
          all as and to the extent provided in this Agreement, and no other
          person shall acquire or have any right under or by virtue of this
          Agreement. The term "successors and assigns" shall not include a
          purchaser of any of the Securities from the Initial Purchaser merely
          because of such purchase.

     (e)  This Agreement shall be governed and construed in accordance with the
          laws of the State of New York, including without limitation, Section
          5-1401 of the New York General Obligations Law.

     (f)  This Agreement may be signed in various counterparts, which together
          shall constitute one and the same instrument.

     (g)  No amendment or waiver of any provision of this Agreement, nor any
          consent or approval to any departure therefrom, shall in any event be
          effective unless the same shall be in writing and signed by the
          parties hereto.

                            [SIGNATURE PAGE FOLLOWS]

<Page>

                                                                         Page 38

Please confirm that the foregoing correctly sets forth the agreement between the
Company and the Initial Purchaser by signing in the space provided below.

Very truly yours,


DURBAN ROODEPOORT DEEP, LIMITED


By: /s/ Ian Murray
Name: Ian Murray
Title: CFO


CIBC WORLD MARKETS CORP.


By:/s/ Wayne Adlam
Name: Wayne Adlam
Title: Managing Director



[LAST SIGNED NOVEMBER 2002]

<Page>

                                                                         Page 39

                                   SCHEDULE A

                              MATERIAL SUBSIDIARIES

<Table>
<S>                                                    <C>
Blyvooruitzicht Gold Mining Company Limited            100%

Buffelsfontein Gold Mines Limited                      100%

Crown Consolidated Gold Recoveries Limited             100%

Dome Resources (Pty) Ltd.                              100%
</Table>

<Page>

                                                                         Page 40

                                   SCHEDULE B

                 OPINION OF SOUTH AFRICAN COUNSEL TO THE COMPANY

(i)     the Company is a company duly created for an unlimited duration and
        validly existing as a company limited by shares under the laws of the
        Republic of South Africa with full power and authority to operate its
        properties and assets and to carry on its business as currently
        conducted;

(ii)    each of the South African Material Subsidiaries is a company duly
        created for an unlimited duration and validly existing as a company
        limited by shares under the laws of the jurisdiction under which such
        Material Subsidiary is incorporated, with full power and authority to
        operate its properties and assets and to carry on its business as
        currently conducted;

(iii)   each of the Indenture, Purchase Agreement and Registration Rights
        Agreement have been duly authorized, executed and delivered by the
        Company and are valid and binding obligations of the Company enforceable
        against the Company in accordance with their terms;

(iv)    the Notes to be allotted and issued by the Company have been duly
        authorized and executed and, when issued and delivered in accordance
        with the terms of the Indenture and the Purchase Agreement, will rank
        pari passu in all respects with all other senior, unsecured indebtedness
        of the Company other than indebtedness which would be preferred by
        virtue of the Income Tax Act No.58 of 1962 (as amended) and the
        Insolvency Act No.24 of 1936 (as amended) and will be valid and binding
        obligations of the Company, enforceable against the Company in
        accordance with their terms, except as such enforceability may be
        limited by applicable bankruptcy, insolvency, fraudulent conveyance,
        reorganisation, moratorium, judicial management and other similar laws
        affecting the enforcement of creditor's rights generally and the South
        African Exchange Control Regulator 1962 (as amended) which require prior
        approval from the South African Reserve Bank for any payment to be made
        by a South African resident to a non-resident; the holders thereof will
        not be subject to personal liability for obligations of the Company by
        reason of being such holders and the Notes will not be issued subject to
        any rights of pre-emption;

<Page>

                                                                         Page 41

(v)     the Ordinary Shares and ADRs issuable upon the conversion of such Notes
        to be allotted and issued by the Company have been duly authorized and,
        when issued and delivered in accordance with the terms of the Indenture
        and the Purchase Agreement, will be validly issued by the Company in
        accordance with South African law and its articles and will rank pari
        passu in all respects with other ordinary shares in the share capital of
        the Company currently in issue; the holders thereof will not be subject
        to personal liability for obligations of the Company by reason of being
        such holders and the Ordinary Shares and ADRs will not be issued subject
        to any rights of pre-emption and the Ordinary Shares and ADRs issuable
        upon the conversion of such Notes will be listed on the JSE and will be
        freely tradable on such exchange;

(vi)    the execution and delivery by the Company of, and the performance by the
        Company of its obligations under each of the Indenture, Purchase
        Agreement and Registration Rights Agreement, and the issuance and
        delivery of the Notes and the Ordinary Shares and ADRs issuable upon the
        conversion of such Notes to be delivered pursuant to the Purchase
        Agreement, will not contravene any provision of applicable South African
        law provided that the Company, is performing its obligations acts within
        the framework of the approvals and authorisations granted to it and
        referred to in this opinion;

(vii)   neither the execution and delivery by the Company of, and the
        performance by the Company of its obligations under the Purchase
        Agreement, Indenture, Registration Rights Agreement and the Securities
        (including, without limitation, the issuance and sale by the Company of
        the Notes and, upon conversion thereof, Ordinary Shares and ADRs, as the
        case may be) will to such counsel's knowledge (a) give rise to a right
        to terminate or accelerate the due date of any payment due under, or
        result in the breach of any express term or provision of, or constitute
        a default (or any event which with notice or lapse of time, or both,
        would constitute a default) under, or require consent or waiver under,
        or result in the execution or imposition of any lien, charge, claim,
        security interest or encumbrance upon any properties or assets of the
        Company pursuant to the express terms of any indenture, mortgage, deed
        trust, note or other agreement or instrument to which the Company is a
        party or by which the Company or any of its assets or properties or
        businesses is bound, (b) to such counsel's knowledge, violate any
        existing obligations of the Company under the express terms of any
        judgment, decree, or order of any court or arbitrator or governmental
        agency or body, which names the Company and is specifically directed to
        it or its properties, or (c) violate any provision of the constitutional
        documents of the Company, except for such consents, waivers, approvals
        and authorizations which have been obtained prior to the Closing Date;

<Page>

                                                                         Page 42

(viii)  save for certain statutory returns which the Registrar of Companies in
        the Republic of South Africa requires for record keeping purposes in
        relation to the issue of the Ordinary Shares issuable upon the
        conversion of such Notes, all filings, recordings and enrolments with
        any government department or other authority in the Republic of South
        Africa which may be necessary to ensure the legality, validity,
        enforceability or admissibility in evidence of the Purchase Agreement,
        the Indenture, the Registration Rights Agreement, the Depositary
        Agreement, the Notes, and the Ordinary Shares issuable upon the
        conversion of such Notes have been made. In order to ensure free
        tradability the share certificates or electronic register as the case
        may be, evidencing ownership of the Ordinary Shares should be endorsed
        "non resident" for South African exchange control purposes;

(ix)    under current laws and regulations of the Republic of South Africa the
        holders of the Notes and the Ordinary Shares and ADRs issuable upon the
        conversion of such Notes will not, by virtue of their ownership of the
        Notes or the Ordinary Shares issuable upon the conversion of such Notes,
        become subject to taxation in the Republic of South Africa;

(x)     no issuance or transfer taxes or duties are payable by or on behalf of
        the Initial Purchaser, QIB's or Foreign Qualified Purchasers to the
        Republic of South Africa or any political subdivision or taxing
        authority thereof or therein save that stamp duty or similar taxes in
        the Republic of South Africa will be payable by Initial Purchaser, QIB's
        or Foreign Qualified Purchasers if an instrument of transfer is executed
        in respect of the sale of any Notes and such person is reflected therein
        as a transferee unless the instrument of transfer is executed outside
        the Republic of South Africa and the registration of transfer is
        effected in any branch register kept by the Company outside the Republic
        of South Africa, (i) which branch register has, for a period of at least
        5 (five) years, been used for registration of transfer of shares issued
        by the Company, (ii) which branch register is kept in a country in which
        there is a recognised stock exchange and shares which are issued by the
        Corporation are regularly bought and sold on that exchange and, (iii)
        which branch register is kept solely or mainly for the convenience of
        investors who are not ordinarily resident in the Republic of South
        Africa;

(xi)    it is not necessary that the Indenture, Purchase Agreement, Registration
        Rights Agreement, Notes, ADRs or Ordinary Shares issuable upon the
        conversion of such Notes or any document relating to the issue of the
        Notes or Ordinary Shares issuable upon the conversion of such Notes be
        stamped with any stamp, registration or similar tax in the Republic of
        South Africa, other than stamp duty or similar taxes on the issue of the
        Notes

<Page>

                                                                         Page 43

        and Ordinary Shares upon conversion payable by the Company at the rate
        of .25% of the issue price and stamp duty or similar tax at .25% of the
        consideration or market value, whichever is the higher on the transfer
        of Notes or Ordinary Shares issuable upon the conversion of such Notes;

(xii)   there are no taxes or other governmental charges payable by the holder
        under the laws or regulations of the Republic of South Africa or any
        political subdivision or taxing authority thereof or therein in respect
        of dividends or other distributions relating to the Notes or Ordinary
        Shares and ADRs issuable upon the conversion of such Notes by a holder
        who is not ordinarily resident in the Republic of South Africa, or in
        respect of the Purchase Agreement;

(xiii)  no transfer, withholding, income, capital gains, gift, estate, wealth,
        transfer or similar taxes or other charges will be imposed on the holder
        or beneficial owner of the Notes or Ordinary Shares and ADRs issuable
        upon the conversion of such Notes by the Republic of South Africa or any
        political subdivision or taxing authority thereof or therein in
        connection with the ownership, transfer or distributions on the Notes or
        Ordinary Shares and ADRs issuable upon the conversion of such Notes or
        otherwise, where such owner has no connection with the Republic of South
        Africa other than the holding or beneficial ownership of the Notes or
        Ordinary Shares and ADRs issuable upon the conversion of such Notes save
        that income tax may be payable on shares, if dealing activities in the
        Notes or Ordinary Shares and ADRs issuable upon the conversion of such
        Notes constitute trading stock (that is, the Notes or Ordinary Shares
        and ADRs issuable upon the conversion of such Notes are not bought and
        held for long-term investment purposes) and if the share dealing
        activities of the holder or beneficial owner concerned are carried on in
        the Republic of South Africa or if the recipient of any interest
        payments under the Notes is not an exempt person in terms of section
        10(1)(A) of the South African Income Tax Act No. 58 of 1962;

(xiv)   the choice of law provision set forth in the Indenture, Purchase
        Agreement and Registration Rights Agreement will be recognized by the
        South African courts subject to all applicable pleading requirements;
        the irrevocable submission by the Company to the jurisdiction of any
        state or federal court in the United States in any action arising out of
        or based upon the Indenture, Purchase Agreement or Registration Rights
        Agreement or the transactions contemplated hereby, the waiving by the
        Company of any objection to the venue of any such action in any such
        court and the agreement of the Company that the Indenture, Purchase
        Agreement and Registration Rights Agreement shall be governed and
        construed

<Page>

                                                                         Page 44

        in accordance with the laws of the State of New York, are legal, valid
        and binding in the Republic of South Africa;

(xv)    subject to the provision in (xvi) below, a South African court will
        enforce a judgment for an amount payable under the Purchase Agreement in
        a foreign currency; and

(xvi)   a judgment duly obtained in a foreign court should, subject to the
        permission of the relevant Minister in terms of The Protection of
        Businesses Act, No. 99 of 1978 (as amended), be enforceable in the
        Republic of South Africa in accordance with the ordinary procedures
        applicable under South African law for the enforcement of foreign
        judgments; provided that (i) the judgment was final and conclusive; (ii)
        not obtained by fraud; (iii) is not in any manner contrary to the
        principles of natural justice; (iv) the enforcement thereof was not
        contrary to public policy; (v) the foreign court in question had
        jurisdiction and competence according to the applicable laws on conflict
        of laws, (vi) a foreign judgment will probably not be recognized in
        South Africa if the foreign court exercised jurisdiction over the
        defendant solely by virtue of an attachment to find jurisdiction or on
        the basis of domicile alone, and (vii) the South African courts will not
        enforce foreign revenue and penal laws.

(xvii)  the Company has an authorized capitalization as set forth in the
        Offering Memorandum, and all of the outstanding Ordinary Shares of the
        Company have been duly and validly authorized and issued and are fully
        paid and non-assessable;

(xviii) the descriptions in the Offering Memorandum of statutes, legal and
        governmental proceedings and contracts and other documents are accurate
        in all material respects; the statements in the Offering Memorandum
        under the heading "Certain Federal Income Tax Consequences", to the
        extent that they constitute summaries of matters of South African law or
        regulation or legal conclusions, have been reviewed by such counsel and
        fairly summarize the matters described therein in all material respects;

(xix)   to the knowledge of such counsel, there are no pending actions or suits
        or judicial, arbitral, rule-making, administrative or other proceedings
        to which the Company or any of its subsidiaries is a party or of which
        any property or assets of the Company or any of its subsidiaries is the
        subject which (A) singularly or in the aggregate, if determined
        adversely to the Company or any of its subsidiaries could reasonably be
        expected to have a material adverse effect to the best knowledge of such
        counsel, no such proceedings are threatened or contemplated by
        governmental authorities or threatened by others.

<Page>

                                                                         Page 45

(xx)    except as disclosed in the Offering Memorandum and the audited annual
        financial statements of the Company, no assets of the Company or any of
        its South African Material Subsidiaries is subject to any mortgages,
        security interests, pledges, liens or encumbrances.

<Page>

                                                                         Page 46

                                   SCHEDULE C

                     OPINION OF U.S. COUNSEL TO THE COMPANY

(i)     Each of the Indenture, Purchase Agreement and Registration Rights
        Agreement are valid and binding obligations of the Company enforceable
        against the Company in accordance with their terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        fraudulent conveyance, reorganisation, moratorium and other similar laws
        affecting the enforcement of creditor's rights generally and by general
        equitable principles;

(ii)    when the Notes to be issued by the Company under the Indenture are
        executed by the Company and authenticated by the Trustee in accordance
        with the Indenture and delivered to the Initial Purchaser against
        payment therefor in accordance with the terms of this Agreement and the
        Indenture, the Notes will be valid and binding obligations of the
        Company, enforceable against the Company in accordance with their terms,
        except as such enforceability may be limited by applicable bankruptcy,
        insolvency, fraudulent conveyance, reorganisation, moratorium and other
        similar laws affecting the enforcement of creditor's rights generally
        and by general equitable principles, and will be entitled to the
        benefits of the Indenture; and the Notes conform in all material
        respects to the description thereof in the Offering Memorandum;

(iii)   the execution and delivery by the Company of, and the performance by the
        Company of its obligations under each of the Indenture, Purchase
        Agreement and Registration Rights Agreement to the best of our knowledge
        (it being recorded that we are not required to make any independent
        investigation in order to establish such knowledge), and the issuance
        and delivery of the Notes to be delivered pursuant to the Purchase
        Agreement, will not contravene any provision of applicable U.S. law;
        provided, that such counsel is not required to opine on the
        qualification of the Indenture under applicable law or the obligations
        of the Company with respect to the registration statement to be filed
        under the Registration Rights Agreement;

(iv)    the choice of law provision set forth in the Indenture, Purchase
        Agreement and Registration Rights Agreement will be recognized by New
        York courts subject to all applicable pleading requirements; the
        irrevocable submission by the Company to the jurisdiction of any state
        or federal court in the United States in any action arising out of or
        based upon the Indenture, Purchase Agreement or Registration Rights
        Agreement or the transactions contemplated hereby, the waiving by the
        Company of any objection to the venue of any such action in any

<Page>

                                                                         Page 47

        such court and the agreement of the Company that the Indenture, Purchase
        Agreement and Registration Rights Agreement shall be governed and
        construed in accordance with the laws of the State of New York, are
        legal, valid and binding in the State of New York;

(v)     no consent, approval, authorization, license, registration, or
        qualification or order of any federal or New York court or governmental
        agency or regulatory body is required for the due authorization,
        execution, delivery or performance by the Company of its obligations
        under the Purchase Agreement, the Indenture, the Registration Rights
        Agreement or the Securities except such as may be required by the
        securities or Blue Sky laws of the various states in connection with the
        offer and sale of the Securities (except, other than as set forth in
        paragraph (viii) below, we give no opinion as to registration of the
        Securities under the Securities Act and the qualification of the
        Indenture under the Trust Indenture Act of 1939, as amended);

(vi)    the Company is not an "investment company" or an entity controlled by an
        "investment company" as such terms are defined in the Investment Company
        Act of 1940, as amended;

(vii)   the statements in the Offering Memorandum under the caption "Certain
        Income Tax Consequences" insofar as such statements constitute a summary
        of the United States federal tax laws referred to therein, fairly
        summarize the matters referred to therein in all material respects; and
        assuming (i) the Initial Purchaser is a "qualified institutional buyer"
        within the meaning of Rule 144A of the Securities Act and (ii) the
        accuracy of the representations and warranties and compliance with the
        agreements of the Company in Section 6(x) of the Purchase Agreement and
        of the Initial Purchaser in Section 7 of the Purchase Agreement, it is
        not necessary in connection with the offer, sale and delivery of the
        Securities to the Initial Purchaser under the Purchase Agreement or in
        connection with the initial resale of the Securities by the Initial
        Purchaser in accordance with Section 7 of the Purchase Agreement and the
        Offering Memorandum to register the Securities under the Act, or to
        qualify the Indenture under the Trust Indenture Act of 1939, as amended,
        it being understood that no opinion is expressed as to any subsequent
        resale of any of the Notes or the Ordinary Shares or ADRs issuable upon
        conversion of any of the Notes.

<Page>

                                                                         Page 48

                                   SCHEDULE D

M.M. Wellesley-Wood
I.L. Murray
F.H. Coetzee
D.C. Baker
G.C. Campbell
N. Goodwin
R.P. Hume
M.P. Ncholo

B. Beer
A. Beyers
H. Botes
E. de Beer
J. H. Dissel
M. A. Eloff
J. Engels
C. Halsey
B. Morton
D. vanden Bergh

<Page>

                                                                         Page 49

                                   SCHEDULE E

The net proceeds of approximately US$57 million from the sale of the Notes will
be used as follows: US$15 million for capital expenditure to upgrade and improve
the Company's metallurgical plants and expand the Company's mining operations,
approximately US$15 million for the acquisition of gold producing businesses or
companies, approximately US$15 million for mining exploration and resource
evaluation in South Africa including the Argonaut Project, approximately US$8
million for capital expenditures designed to reduce administrative and
protection costs and the remainder for general corporate purposes involving
working capital.

</TEXT>
</DOCUMENT>
