DURBAN ROODEPOORT DEEP, LIMITED
(Exact Name of Registrant as Specified in its Charter)


Republic of South Africa		N/A
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Copies to
Steven I. Suzzan, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Tel. (212) 318-3000
Fax (212) 318-3400

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Title of Each class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price PerShare		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
$66,000,000 6% Convertible Senior Notes due 2006		$66,000,000	(1)	100%(2)		$66,000,000		$6,072
Ordinary shares(3)		17,600,002	(4)	(5)		(5)		(5)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer of buy these securities in any jurisdiction where the offer or sale is not permitted.

Ordinary Shares and American Depository Shares
which will be issued upon conversion of the Notes

We issued the notes in a private placement in November 2002. Selling securityholders will use this prospectus to resell their notes and the ordinary shares or American Depository Shares, or ADSs, issuable upon conversion of the notes. The notes are not listed on any securities exchange or included in any automated quotation system. The notes which were offered in reliance on Rule 144A are eligible for trading on the PORTAL Market of the National Association of Securities Dealers, Inc. Our ordinary shares are listed on the JSE Securities Exchange, South Africa, or JSE, under the symbol "DUR" and our ADSs, in the form of American Depositary Receipts ("ADRs") are quoted on the Nasdaq SmallCap Market under the symbol "DROOY". Our ordinary shares are also listed on the London Stock Exchange, the Paris Bourse, the Brussels Bourse and the Australian Stock Exchange. Our ordinary shares also trade on the "over-the-counter" markets in Frankfurt, Berlin and Stuttgart.

We pay interest on the notes at the rate of 6% per year on May 12 and November 12 of each year. We will make the first interest payment on May 12, 2003.

On January 28, 2003, the last reported sale price for our ordinary shares on the Johannesburg Stock Exchange was R35.78 per share, and the last reported sale price on January 28, 2003 for our ADSs on the Nasdaq Small Cap Market was $4.06 per ADS. Each ADS represents one ordinary share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

See "Risk Factors" beginning on page 8 of this prospectus to read about important factors you should consider before buying the notes or our ordinary shares or ADSs.

There are restrictions on the offer and sale of the notes in the United Kingdom. All applicable provisions of the Financial Services Act 1966, the Financial Services and Markets Act 2000 and the Public Offers of Securities Regulations 1995 with respect to anything done by any person in relation to the notes, the ordinary shares and the ADSs in, from or otherwise involving the United Kingdom must be complied with.

There are restrictions on the offer for subscription or sale of the notes to the public in the Republic of South Africa in terms of Chapter VI of the Companies Act, 1973 (as amended) and to South African resident shareholders and purchasers in general in terms of the Exchange Control Regulations, 1961 (as amended) promulgated under the Currency and Exchange Act, 1933 (as amended).

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes and ordinary shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The distribution of this prospectus and the offer or sale of the notes, ordinary shares and ADSs in certain jurisdictions may be restricted by law. This prospectus does not constitute an offer or invitation to sell the notes, ordinary shares or ADSs in any jurisdiction in which such offer or invitation would be unlawful and we do not accept any responsibility for any violation by any person of any such restrictions. The information contained in this prospectus is current only as of its date.

This prospectus constitutes part of a registration statement on Form F-3 that we filed with the SEC using a "shelf" registration process. Under this shelf process, any selling securityholder may sell any combination of the securities described in this prospectus in one or more negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. This prospectus provides you with a general description of the securities the selling securityholders may offer. If the selling securityholders are other than those named in this prospectus, or hold numbers of securities different than those presented in this prospectus, we or the selling securityholders will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Available Information" and "Incorporation of Documents by Reference."

This prospectus summarizes certain documents and other information, and we refer you to the actual documents for a more complete understanding of what we discuss in this prospectus. We will make copies of the actual documents available to you upon request.

In this prospectus, references to "dollars," "U.S.$" and "$" are to U.S. dollars.

In addition to historical information, this prospectus, and the filings with the SEC incorporated by reference herein, contain statements relating to our future business and/or results. These statements include certain projections and business trends which are "forward-looking" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results will differ, and may differ materially, from projected results as a result of certain risks and uncertainties. These risks and uncertainties include, without limitation, those described under "Risk Factors" in this prospectus and those detailed from time to time in our filings with the SEC.

This summary highlights the material information appearing elsewhere in, or incorporated by reference into, this prospectus, and may not contain all of the information that is important to you. You should read the following summary together with the information set forth in this prospectus under the heading "Risk Factors" and the documents incorporated into this prospectus by reference under the heading "Incorporation of Documents by Reference".

We are a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of the North West Operations, the Blyvoor Section and the Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa.

Our operational focus is to increase production, improve productivity and reduce costs. Our cash costs have decreased from an average of $267 per ounce of gold in fiscal 2000 to $209 per ounce of gold in fiscal 2002. Since 1997, our production has increased from less than 170,000 ounces per year to in excess of one million ounces in fiscal 2002. We currently process approximately 0.3 million tons of ore per month from underground operations with an average recovery of 0.215 ounces of gold per ton of ore. Surface production is derived from tailings dams and waste rock of approximately 1.8 million tons per month with an average recovery of 0.017 ounces of gold per ton of ore processed.

Available proven and probable reserves as of June 30, 2002 were estimated at 16.3 million ounces of gold, as compared to approximately 14.4 million ounces at June 30, 2001, representing a 13% increase. We seek to upgrade resources to reserves through development, and to acquire additional new reserves through acquisitions. Our metallurgical plants have a combined throughput capacity of 24 million tons per annum.

We also own a development project in the southern down-dip extension of the Central Rand gold field known as the Argonaut Project. We suspended this project in August 1999 due to the prevailing low price of gold. However, we are re-evaluating the feasibility of this project due to the increase in the price of gold.

We have had a number of changes in management and in the composition of our board of directors during the last year. Our reorganized management team has made important changes to our business, most notably a major restructuring of our hedge book. We have embraced the South African government's drive for black empowerment and concluded a transaction with Khumo Bathong Holdings (Pty) Ltd involving the sale of a 60% share of our interest in Crown Gold Recoveries (Pty) Ltd. We also took positive steps to start growing our asset base and making our production profile more sustainable. For example we accelerated our exploration programs at the Tolukuma and Harties Sections. We re-commissioned the No. 6 shaft at the Harties Section and, through a new decline, accessed additional reserves. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

We were formed on February 16, 1895. Our registered office and business address is 45 Empire Road, Parktown, Johannesburg, South Africa, 2193. The postal address is P.O. Box 390, Maraisburg 1700, South Africa. Tel (+27 11) 381-7800, Fax (+27 11) 482-4641. We are registered under the South African Companies Act, 1973 (as amended) under registration number 1895/000926/06.

Based on an assumed gold price of $320 per ounce and an exchange rate of R10 to $1.00, our total attributable proven and probable ore reserves at June 30, 2002 are as follows:

		Tonnes (mt)	Grade (g/t)	Gold ('000 ozs.)
Underground
North West Operations
	-Proven Reserve	22.38	7.0	5,030
-Probable Reserve		15.25	6.0	2,953
Blyvoor Section
	-Proven Reserve	19.23	6.9	4,261
	-Probable Reserve	15.47	5.5	2,725
Tolukuma Section
	-Proven Reserve	0.064	16.7	34
	-Probable Reserve	0.098	13.9	44

Total Underground
	-Proven Reserve	41.69	7.0	9,324
	-Probable reserve	30.81	5.8	5,723

Total Underground Reserves		72.50	6.5	15,047

Surface
North West Operations
	-Proven Reserve	—	—	—
	-Probable Reserve	20.81	0.6	406
Blyvoor Section
	-Proven Reserve	7.33	1.1	249
	-Probable Reserve	—	—	—
Crown Section(1)
	-Proven Reserve	19.57	0.6	403
	-Probable Reserve	5.82	0.7	133

Total Surface
	-Proven Reserve	26.90	0.8	652
	-Probable reserve	26.63	0.6	539

Total Surface Reserves(1)		53.53	0.7	1,191

Open Pit
North West Operations
	-Proven Reserve	—	—	—
	-Probable reserve	0.52	1.5	25

Total Open Pit		—	—	—

	-Proven Reserve	—	—	—
	-Probable Reserve	0.52	1.5	25
Total Open Pit Reserves		0.52	1.5	25

Total Proven and Probable Reserves(1)		126.5	4.0	16,263

The following summary contains basic information about the notes. It may not contain all the information that is important to you. For a more complete understanding of the terms of the notes, please refer to the section of this prospectus entitled "Description of the Notes."

In addition to the other information included in or incorporated by reference into this prospectus, the considerations listed below could have a material adverse effect on our business, financial condition or results of operation, resulting in a decline in the trading price of our notes, ordinary shares or ADSs. The risks set forth below comprise all material risks currently known to us. However, there may be additional risks that we do not currently know of or that we currently deem immaterial based on information available to us. These factors should be considered carefully, together with the risk factors contained in our annual report on Form 20-F for the year ended June 30, 2002.

We have a history of losses and may continue to incur losses in the future.

We have incurred net losses during recent years, and we cannot assure you that we will not continue to incur substantial losses in the future. Furthermore, the net losses that we incurred during the year ended June 30, 2002, or fiscal 2002, would have been greater had we not experienced a 2% rise in gold prices and a 27% devaluation of the Rand against the Dollar during fiscal 2002, factors which were beyond our control. Our revenues and income are dependent on many factors such as:

Changes in the market price for gold, which in the past has fluctuated widely, affect the profitability of our operations and the cash flows generated by those operations.

Substantially all of our revenues come from the sale of gold. Thus, the market price of gold has a significant effect on our results of operations, our ability to pay dividends and undertake capital expenditures, and the market price of our notes, ordinary shares and ADSs.

Historically, the gold price has fluctuated widely and is affected by numerous industry factors over which we have no control, including:

In addition, the current demand for and supply of gold affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Since the potential supply of gold (including quantities held by governments and others) is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or the gold price.

If the gold price should fall below our cost of production and remain at such levels for any sustained period, we may experience losses and may be forced to curtail or suspend some or all of our operations. In addition, we might not be able to recover any losses we may incur during that period or maintain adequate gold reserves for future exploitation.

Because we rely on three mining operations for substantially all of our revenues and cash flow, our business will be harmed if those operations are negatively impacted.

Gold production at our Harties, Buffels and Blyvoor Sections together accounted for approximately 77% of our total gold production in fiscal 2002 and 78% in fiscal 2001. These mines are regarded as older, lower-grade gold producers. Our ability to identify ore reserves that can be mined economically and to maintain sufficient controls on production and other costs will have a material influence on the future viability of these mines. Our results of operations, cash flows and financial condition could be materially and adversely affected by negative developments affecting these operations (such as seismic events, underground fires and labor interruptions).

Because we operate primarily in South Africa and most of our production costs are in Rand, while gold is generally sold in Dollars, our operating results or financial condition could be materially harmed by an appreciation in the value of the Rand.

Gold is sold throughout the world principally in Dollars, but our operating costs are incurred principally in Rand. As a result, any significant and sustained appreciation of the Rand against the Dollar may, in Dollar terms, materially increase our costs and reduce revenues.

The Rand has experienced significant depreciation against the Dollar in recent years and continued to weaken against the Dollar throughout calendar 2001, with the Rand depreciating by approximately 58.6% in 2001. The long-term trend of depreciation of the Rand against the Dollar may not continue. If the depreciation trend for the Rand reverses, this change could have a material adverse effect on our operating results or financial condition. During the first six months of 2002, the Rand appreciated by approximately 14% against the Dollar, which has had an adverse effect on our operating results.

Since the determination of the exchange rate of the Rand is primarily tied to market forces, its value at any time cannot be considered a true reflection of underlying value so long as the exchange controls implemented by the South African government exist. We have no foreign exchange hedging contracts to offset currency fluctuations.

Our gold reserve figures are estimates based on a number of assumptions and may yield less gold under actual production conditions than we currently estimate.

Our ore reserves figures are estimates which may not reflect actual reserves or future production. We have prepared these figures in accordance with industry practice and SEC Industry Guide number 7, converting mineral resource estimates to an ore reserve through the preparation of a mining plan. The ore reserve estimates contained herein have been determined and valued based on assumed future gold prices, cut-off grades and operating costs that may prove to be inaccurate. Reserve estimates require revisions based on actual production experience or new information. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a

way that might adversely affect our results of operations. Moreover, if the price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates decrease, it may become uneconomical to recover ore reserves containing relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our ore reserves. Additionally, short-term operating factors relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different grades, may adversely affect our profitability in any particular period.

We may incur increased costs or lose opportunities for gains as a result of our agreement with Eskom.

Under the terms of our agreement with Eskom, our electricity provider, we are obligated to deliver to Eskom fixed amounts of gold at future dates as payment for some of our electricity requirements. If the price of gold rises significantly in Rand terms the value of the gold we deliver to Eskom would increase, thereby depriving us of an opportunity to recognize revenue gains and increasing the cost of electricity to us. Significant increases in the costs of our electricity could have a material adverse effect on our results of operations.

Because we do not use forward sale arrangements to protect against low gold prices with respect to most of our production, we are exposed to the impact of any significant drop in the gold price.

We do not intend to enter into new forward sales to reduce our risk of exposure to volatility in the gold price. Accordingly, with respect to most of our production, we are not protected against decreases in the gold price and if the gold price decreases significantly we will realize reduced revenues.

Following the sale of 60% of our interest in Crown Gold Recoveries (Pty) Ltd, or CGR, we no longer have full management control over the operations at the Crown Section.

On July 1, 2002, our ownership interest in the Crown Section decreased to 40%. Accordingly, we no longer exercise full management control over the Crown Section and cannot unilaterally cause CGR to adopt a particular budget, pay dividends or repay its indebtedness, including debt held by us. We cannot assure you that CGR's current management will manage CGR in a manner that is favorable to us. Our results of operations may be adversely affected by conduct over which we have limited control.

The acquisition of East Rand Proprietary Mines Ltd, or ERPM, by CGR, our 40% owned company, is subject to risks and uncertainties which could have a material adverse effect on CGR and, accordingly, on our results of operations.

In October 2002, CGR entered into an agreement to purchase ERPM, a South African mining company. CGR is acquiring ERPM as is, without indemnification for any disclosed or undisclosed liabilities, which liabilities could ultimately have a material adverse effect on ERPM's results of operation and financial condition. ERPM is exposed to all the risks applicable to a mining operation in the ordinary course. In particular, ERPM has recently experienced some labor unrest, and ERPM could suffer a material adverse effect on its business if such activities are repeated. Additionally, there is a regular ingress of water into the underground workings of ERPM, and the failure of the mine's pumping operations or the installed plugs could have a material adverse effect on ERPM's results of operations and financial condition.

Additionally, Jetvac CC has instituted proceedings against ERPM claiming R21.5 million ($2.0 million) in a dispute under a stope vacuuming contract. If Jetvac CC is successful in its claim, the result could have a material adverse effect on ERPM's results of operations and financial condition.

Our production costs may fluctuate and have an adverse effect on our results of operations.

Our historical production costs have varied significantly and we cannot predict what our production costs may be in the future. Production costs are affected by, among other things:

Any material increase in our production costs will likely have a material adverse effect on our results of operations.

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.

Exploration for gold is highly speculative in nature. Our future growth and profitability will depend, in part, on our ability to identify and acquire additional mineral rights, and on the costs and results of our continued exploration and development programs. Many exploration programs, including some of ours, do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be mined profitably. Our mineral exploration rights may not contain commercially exploitable reserves of gold. Uncertainties as to the metallurgical recovery of any gold discovered may not warrant mining on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incidental to exploring for and developing mineral properties, such as:

If we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. Moreover, we will use the evaluation work of professional geologists, geophysicists, and engineers for estimates in determining whether to commence or continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined whether or not the deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of our properties.

If management determines that capitalized costs associated with any of our gold interests are not likely to be recovered, we would incur a writedown on our investment in that interest. All of these factors may result in losses in relation to amounts spent which are not recoverable.

In particular, we estimate that approximately R7.5 billion ($711 million) will be required to complete the first stage of the Argonaut Project, known as the Central Shaft. The current exploration and feasibility study will require approximately R500 million ($47.4 million) to complete which includes R200 million ($19 million) needed to complete the initial seismic survey. We may not be able to raise the finances required to complete these activities.

Depending on the capital required, we may seek third party financing to fund the development of our exploration projects that we believe have the potential to be profitable. We cannot assure you that such third party financing will be available to us on acceptable terms, or at all.

We may experience problems in managing new acquisitions and integrating them into existing operations which could have a material adverse effect on us.

Our objective is to grow our business by improving our existing operations as well as through acquisitions. Our success at completing any acquisitions will depend on a number of factors, including, but not limited to:

If we do make any acquisitions, any positive effect on our results will depend on a variety of factors including:

Acquiring additional businesses could place increased pressure on our cash flow if such acquisitions are accomplished by applying cash. The integration of our existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation will require us to incur significant costs in connection with, among other things, implementing financial and planning systems. We may not be able to integrate the operations of the recently acquired subsidiary companies or restructure our previously existing operations without encountering difficulties. In addition, this integration and restructuring may require significant attention from our management team, which may detract attention from our day-to-day business. Over the short-term, difficulties associated with integration and restructuring could have a material adverse effect on our business, operating results, financial condition and price of our securities.

Due to the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased production costs from environmental and industrial accidents and pollution.

The business of gold mining by its nature involves significant risks and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with our underground mining operations include:

We are at risk of experiencing any and all of these environmental or other industrial hazards. In particular, due to the extreme depth of the Argonaut Project we face heightened risks due to heat, seismicity and rock stresses. The occurrence of any of these hazards could delay production, increase production costs and result in liability for us.

Flooding at our operations may cause us to incur liabilities for environmental damage.

Like a number of other mining companies in South Africa, we have received financial assistance from the South African government for the pumping of extraneous water from underground mine workings. Application for such assistance is made on an annual basis. However, effective April 1, 1998, the South African government withdrew our pumping subsidy and on July 1, 1998 all pumping at the Durban Deep and West Wits Sections ceased. We expect that the progressive flooding of both the western and central basin will eventually cause the discharge of polluted water to the surface and to local water sources. Flooding of the central basin and the western basin in the area where we have ceased mining operations may cause environmental damage for which we and other parties may be liable. We cannot estimate the amount of any potential liability to us, which amount could materially and adversely affect our financial condition and could have a significant impact on us in the event of joint and several liability.

If we are unable to attract and retain key personnel our business may be harmed.

The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical personnel, including Mark Wellesley-Wood, our Chairman and Chief Executive Officer. Factors critical to retaining our present staff and attracting additional highly qualified personnel include our ability to provide these individuals with competitive compensation arrangements, equity participation and other benefits. If we are not successful in retaining or attracting highly qualified individuals in key management positions, our business may be harmed. We do not maintain "key man" life insurance policies on any members of our executive team. The loss of any of our key personnel could adversely impact our ability to execute our business plan which may adversely affect our results of operations.

We may become subject to liability for pollution or other hazards against which we have not insured or cannot insure, including those in respect of past mining activities. Our existing property and liability insurance contains exclusions and limitations on coverage. In addition, we have experienced large increases in our insurance premiums recently, and insurance may not continue to be available at economically acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us, including claims for environmental or industrial accidents or pollution. If we are required to meet claims which exceed our insurance coverage our results of operations would be adversely affected.

Government policies aimed at vesting the custodianship of mineral resources in the State in South Africa may adversely impact our operations and profits.

In South Africa, surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and ancillary to mining which supercedes the rights of third party ownership of the surface. To the extent that rights to any surface infrastructure or surface use is not held by us or any of our subsidiaries under a surface right permit then we will have to rely on surface ownership or we must reach an agreement with the owner of the surface for such surface use or surface infrastructure.

Our activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mining properties, but also the possible effects of such activities upon the environment. Permits from a variety of regulatory authorities are required for many aspects of mine operations and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of our properties. The extent of the adverse financial impact cannot be predicted.

The Mineral and Petroleum Resources Development Bill, or the Bill, was assented to by the President of South Africa on October 4, 2002. However, the Department of Minerals and Energy, or the Department, is unclear as to when it will come into effect. In order to ensure proper administration, promulgation can only take place once the Money Bill, the amendments to the Mining Titles Registration Act, 1967 (as amended), Regulations, or the Regulations, and the Mining Charter have been completed.

The Money Bill is currently being drafted by the Department of Finance to provide for the manner in which royalty payments payable by the holder of a prospecting or mining right to the State will be determined. The Money Bill is expected to be published for comment in the near future. The Department has prepared the draft to the Mining Titles Registration Act, 1967 (as amended), or the Act, but this has not yet been published and the drafting team still requires further meetings before the amendments can be finalized. It is unlikely that the amendments will be released for public comment before the end of January. The Department is intending to extensively amend the Act. These amendments are needed to bring the provisions contained in the Act in line with those contained in the Bill. The Regulations are also required prior to promulgation of the Bill so as to give effect to certain provisions of the Bill such as the prescribed social and labor plan and the terms and conditions of prospecting and mining rights. The final draft of the Mining Charter was submitted to the President of South Africa for review on October 4, 2002. It was published on October 9, 2002.

The President of South Africa stated publicly that empowerment in the mining industry is a matter of black participation and not nationalization. Black participation would have to take into account fair market value. The key elements of the Mining Charter are: human resources development, employment equity, access to finance and technology, ownership, access to viable deposits, socio-economic issues, beneficiation strategy and mineral specific constraints. The Mining Charter requires that ownership of 26% of the mining industry assets of each operation must vest in Historically Disadvantaged South Africans, or HDSA's, within ten years of enactment of the Bill. A number of ownership criteria will be considered in determining whether to grant a prospecting or mining right, such as employment equity and human resource development. The transfer of ownership must be transparent and for fair market value. The South African mining industry has committed to assist HDSA's in securing financing to fund participation in an amount of R100 billion within the first five years of enactment of the Bill.

The Bill proposes that the State will become the custodian of all South Africa's mineral resources. The State will have the right to grant, control and administer access to those mineral resources. Royalties are payable to the State in consequence of exercising the prospecting and mining rights to be granted under the Bill, when enacted. Ensuring security of tenure for existing operations is a primary objective of the Bill in view of it extinguishing ownership of mineral rights in a phased manner. All existing prospecting operations have two years and existing mining operations have five years after enactment of the Bill to convert existing rights to prospect or mine in order to bring those rights within the proposed new order. We have to comply with a number of requirements to effect such conversion which will be based on the principle of "use it and keep it", including the provisions of the Mining

Charter and prescribed social and labor plans. The refusal of a substituted right may have a material adverse effect on our operations.

In respect of the Argonaut Project, we must submit an application for a prospecting permit. Before being in a position to do so, we must obtain the consent of the local authority and engage in a public consultation process with interested and effected parties as a result of the project underlying residential township areas. It is possible that, as a result of these requirements, a delay of six to eight months or more will be incurred before we will be in a position to submit our application for a prospecting permit. If the Bill is enacted in the interim, we will have one year within which to apply for a prospecting permit under the new mining regime. If the application is not submitted within the one year period or is refused, our registered title to the mineral rights falling within the Argonaut Project will be extinguished.

Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and new South African labor laws.

We currently employ and contract approximately 21,000 people in South Africa, of whom, approximately 70% are members of trade unions or employee associations. This includes all employees of CGR but excludes employees at ERPM. Accordingly, we are at risk of having our production stopped for indefinite periods due to strikes called by unions and other labor disputes. In South Africa, in addition to strikes, on occasion we experience work stoppages based on national trade union "stay away" days regardless of the state of our relations with workforce. We have entered into various agreements regulating wages and working conditions at our South African mines through June 30, 2003 at which time we will need to re-negotiate these agreements. Significant labor disruptions may have a material adverse effect on our operations and financial condition. We are not able to predict whether we will experience significant labor disputes in the future.

In recent years, labor laws in South Africa have significantly changed in ways that affect our operations. In particular, laws that provide for mandatory compensation in the event of termination of employment for operational reasons and that impose large monetary penalties for non-compliance with the administrative and reporting requirements of affirmative action policies could result in significant costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs or alter our relationship with our employees.

Our operations in South Africa and Papua New Guinea are subject to extensive regulations which could impose significant costs and burdens.

Our South African operations are subject to various environmental laws and regulations including, for example, those relating to water management, waste treatment, emissions and disposal, and must comply with permits or standards governing, among other things, tailings dams and waste disposal areas, water use, air emissions and water discharges. We may, in the future, incur significant costs to comply with the South African environmental requirements imposed under existing or new legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. Also, we may be subject to litigation and other costs as a result of environmental rights granted to individuals under South Africa's Constitution or other sources of rights. These costs could have a material adverse effect on our business, operating results and financial condition.

The Blyvoor Section has its own unique environmental risks, due to its dolomitic geology, sinkholes and subsidences which require remediation using appropriate cost-effective filling techniques.

Additionally, two of our operations have to pump mine water to the surface. The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. We have not conducted an assessment of the full scope of such potential environmental damage, nor are we aware to what extent we may be liable for such damage, if any, resulting from continued or previous flooding of our mines, including the affected mines or other mines not currently experiencing flooding problems.

The Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river system in accordance with a permit issued by the Papua New Guinea Department of the Environment. Due to the elevated concentrations of heavy metals naturally occurring in the ore, in particular lead, mercury and arsenic, discharges are monitored closely in accordance with the terms of an environmental monitoring program. Cyanide associated with the tailings deposited is detoxified and cyanide levels are monitored daily. However, should we be unable to control the cyanide, the increased levels of cyanide could pose potential adverse health risks to the surrounding communities and may result in us violating our mining permit conditions under the PNG Environmental Act 2000 and Regulations 2000 and may expose us to civil and criminal liability when this legislation comes into effect.

South African mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. In addition, during the operational life of their mines, they must provide for the cost of mine closure and post-closure rehabilitation and monitoring once mining operations cease. We fund these environmental rehabilitation costs by making contributions into environmental trust funds established for each of the operations, which amounts are approved by the authorities. As of June 30, 2002, we had contributed a total of $12.1 million to the funds. Changes in legislation or regulations (or the approach to enforcement of them) or other unforeseen circumstances may materially and adversely affect our future environmental expenditures or the level and timing of our provisioning for these expenditures.

In the future, compliance with the Mine Health and Safety Act, 1996 (as amended) and the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), may require significant expenditures which could have a material and adverse effect on our operations.

Our privately held land and mineral rights in South Africa could be subject to land restitution claims under the Restitution of Land Rights Act, 1994 (as amended), or Land Rights Act. Under the Land Rights Act, any person who was dispossessed of rights in land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including the restoration of the land. The initial deadline for such claims was December 31, 1998. We have not been notified of any land claims, but it is possible that administrative delays in the processing of claims could have delayed such notification. Any claims of which we are notified in the future could have a material adverse effect on our right to the properties to which the claims relate and, as a result, on our business, operating results and financial condition.

Acquired Immune Deficiency Syndrome, or AIDS, represents a very serious threat to us and the mining industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present. However, it is estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the mining

industry workforce in South Africa is approximately 37%. Reductions in productivity and increases in medical costs would adversely affect our results of operations.

Political or economic instability in South Africa or regionally may have an adverse effect on our operations and profits.

We are incorporated and own significant operations in South Africa. As a result, political and economic risks relating to South Africa could adversely affect business operating results and financial conditions. Large parts of the South African population do not have access to adequate education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under previous governments may have an adverse impact on our operations and profits. In recent years, South Africa has experienced high levels of crime and unemployment. These problems have impeded fixed inward investment into South Africa and have prompted emigration of skilled workers. As a result, we may have difficulties attracting and retaining qualified employees.

Recently, the South African economy has been growing at a relatively slow rate, inflation and unemployment have been high by comparison with developed countries, and foreign reserves have been relatively low. In the late 1980s and early 1990s, inflation in South Africa reached record highs. This increase in inflation resulted in considerable year on year increases in operational costs. In recent years, the inflation rate has decreased and as of November 2002 the inflation rate stood at 12.7%. A return to significant inflation in South Africa, without a concurrent devaluation of the Rand or an increase in the price of gold, could have a material adverse effect on our operating results and financial condition.

There has been regional political and economic instability recently in neighboring Zimbabwe. Any similar political or economic instability in South Africa could have a negative impact on our ability to manage and operate our South African operations and could adversely affect our results of operations.

Our ability to conduct business outside South Africa could be materially constrained by South African exchange control regulations.

South Africa's exchange control regulations restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland, known collectively as the Common Monetary Area. Transactions between South African residents (including companies) and non-residents of the Common Monetary Area are subject to exchange controls enforced by the South African Reserve Bank. As a result, our ability to raise and deploy capital outside the Common Monetary Area is restricted. In particular, we are:

These restrictions could adversely affect our operations, particularly our ability to fund acquisitions and exploration projects outside South Africa.

An acquisition of non-South African shares or assets, or South African shares or assets from a non-South African, by South African resident purchasers is subject to exchange control regulations and may not be granted regulatory approval.

Potential acquisitions of non-South African shares, or assets or South African shares or assets from a non-South African by South African resident purchasers, are subject to prior approval by the South

African Reserve Bank, or SARB, pursuant to South African exchange control regulations. The SARB may refuse to approve such proposed acquisitions by us in the future. As a result, our management may be limited in its ability to consider strategic options and our shareholders may not be able to realize the premium over the current trading price of our ordinary shares which they might otherwise receive upon such an acquisition.

Because the notes are unsecured and structurally subordinated, there may not be sufficient assets to satisfy our obligations under the notes in the event of our bankruptcy, liquidation or reorganization or other events.

The notes will rank pari passu to all present and future indebtedness of Durban Roodepoort Deep, Limited. The notes will be effectively subordinated to present and future secured indebtedness of Durban Roodepoort Deep, Limited to the extent of the value of any security underlying such indebtedness. The notes will be unsecured. The notes will be structurally subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries. Substantially all of our operations and our assets are held in our subsidiaries. As of September 30, 2002, Durban Roodepoort Deep, Limited had R69.5 million ($6.6 million) of secured indebtedness and our subsidiaries had R315.4 million ($29.9 million) of indebtedness and other liabilities outstanding. The indenture under which the notes will be issued will not restrict our incurrence of indebtedness, including secured indebtedness or our subsidiaries' incurrence of indebtedness. There may not be sufficient assets to satisfy our obligations under the notes in the event of our bankruptcy, liquidation or reorganization or other events.

The notes were issued at a discount from their stated redemption price at fmaturity and will therefore trigger certain U.S. federal income tax considerations for U.S. holders of the notes.

The notes were issued at a discount from their stated redemption price at maturity. Consequently, the notes will be treated as issued with original issue discount for U.S. federal income tax purposes and U.S. holders will be required to include such original issue discount in income as it accrues for U.S. federal income tax purposes in advance of receipt of any payment on the notes to which the original issue discount is attributable.

We have issued a substantial number of ordinary shares in recent years, and our shares are subject to further dilution upon the exercise of the substantial number of outstanding options and upon the conversion of the notes.

As of December 31, 2002, we had an aggregate of 300,000,000 ordinary shares, no par value, authorized to be issued and at that date an aggregate of 183,511,834 ordinary shares were issued and outstanding. We may issue additional securities, including our ordinary shares, in connection with future acquisitions or financings or in settlement of certain liabilities. In addition, we have a share option plan authorizing an aggregate of 15% of our ordinary shares to be issued. We had issued and outstanding at December 31, 2002, options to purchase a total of 5,373,581 ordinary shares at exercise prices varying between R4.52 to R36.08 pursuant to this plan.

Upon conversion, the notes will entitle their holders to receive, in the aggregate ordinary shares or ADSs as described in this prospectus. Conversion of the notes would further dilute the equity interests of shareholders. The issuance of the ordinary shares or ADSs upon conversion of the notes could reduce the market price of the ordinary shares and ADSs.

Prior to the sale of the notes, there was no public market for any of the notes, and we cannot assure you of:

The initial purchaser of the notes has advised us that it does not intend to make a market in the notes. If such a market were to exist, the notes could trade at prices that may be higher or lower than the principal amount or purchase price, depending on many factors, including, our current share price, our perceived credit quality, prevailing interest rates, the market for similar notes and our financial performance. We do not presently intend to apply for the listing of the notes on any securities exchange.

The trading prices of our ordinary shares and ADSs have been subject to significant fluctuations and may continue to be volatile in the future.

The trading prices of our ordinary shares and ADSs have been volatile and may continue to be volatile in the future. Factors including changes in the market price of gold, the depth and liquidity of the market for our ordinary shares and ADSs, investor perceptions of us and general economic conditions in the United States and worldwide may cause the trading prices of our ordinary shares or ADSs to fluctuate significantly. The ordinary shares or ADSs obtained upon conversion of a note may not trade at or above their conversion price.

We may need or desire to refinance all or a portion of the notes at maturity. We cannot assure you that we would be able to refinance the notes on commercially reasonable terms, if at all. If we are not able to refinance the notes on terms favorable to us, we may not have sufficient funds to satisfy our obligations under the notes.

Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

We are incorporated in South Africa. Substantially all of our directors and executive officers (and certain experts named herein) reside outside of the United States. Substantially all of the assets of these persons and substantially all of our assets are also located outside the United States. As a result, it may not be possible for investors to effect service of process on these persons or us within the United States, or to enforce a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof against these persons or us. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

It is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, that does not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. An original action based on United States federal securities laws cannot be brought before South African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South African courts.

The table below sets forth the ratio of our earnings to fixed charges in thousands of Dollars on a historical basis for each of the periods indicated.

	Three months ended September 30, 2002		Year ended June 30,
	2002		2001		2000		1999		1998
Profit/(loss) from continuing operations, before income taxes and minority interest	15,539		(95,657	)	(94,897	)	(169,737	)	(10,539	)	(25,024	)
Fixed charges (interest expense)	(147	)	(2,385	)	(5,573	)	(4,501	)	(2,333	)	(172	)
Ratio of earnings to fixed charges	107:1		—		—		—		—		—

The ratio of earnings to fixed charges is computed by dividing (1) income from continuing operations before income taxes and minority interest, plus fixed charges, less equity income in unconsolidated affiliates, capitalized interest and minority interest by (2) fixed charges. Fixed charges consist of interest expense on all indebtedness (including amortization of deferred financing costs).

The following table sets forth our short-term debt and capitalization as of December 31, 2002, and shows the effect of our sale of the notes and the application of the net proceeds from that sale. This table should be read in conjunction with the information on our financial condition and results of operations and our consolidate financial statements and notes thereto contained in our annual report on Form 20-F for the year ended June 30, 2002, incorporated herein by reference.

We will not receive any of the proceeds from the sale by any of the selling securityholders of the notes or the ordinary shares or ADSs which may be issued upon conversion of the notes.

Our ordinary shares trade on the JSE under the symbol "DUR" and our ADSs trade on the Nasdaq SmallCap Market in the form of ADRs under the symbol "DROOY". Our ordinary shares also trade on the LSE (symbol: DBNR), Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) and Australian Stock Exchange (symbol: DRD). The ordinary shares also trade on the "over the counter" markets in Berlin, Stuttgart and Frankfurt. The following tables set forth, for the periods indicated, the

high and low sales prices and average daily trading volumes of our ordinary shares on the JSE and ADRs.

										Average Daily Trading Volume
		Price Per Ordinary Share Rand		Price Per ADR $
Year Ended		Ordinary shares
	High		Low		High		Low		ADRs
June 30, 1998		19.00		7.00		4.00		1.44		62,229	241,635
June 30, 1999		22.50		10.10		3.72		1.56		59,875	286,549
June 30, 2000		14.40		6.70		2.38		0.94		219,120	671,956
June 30, 2001		10.70		4.40		1.40		0.59		141,868	593,520
June 30, 2002		55.00		6.50		5.59		0.79		246,934	2,085,179

		Price Per Ordinary Share Rand		Price Per ADR $		Average Daily Trading Volume
Month Ended
	High		Low		High		Low		Shares		ADRs
July 31, 2002		45.00		23.80		4.56		2.31		300,052		4,001,372
August 31, 2002		39.10		28.50		3.73		2.96		238,598		2,466,160
September 30, 2002		48.00		40.50		4.56		3.79		235,685		3,202,792
October 31, 2002		45.00		30.60		4.20		2.87		241,842		2,898,626
November 30, 2002		35.60		25.80		3.65		2.98		308,611		2,617,680
December 31, 2002		41.00		27.50		4.54		3.00		291,399		3,680,239

On January 28, 2003, the closing price for our ordinary shares on the JSE was R35.78 and the closing price for our ADRs on the Nasdaq SmallCap Market was $4.06.

The notes are eligible for trading on the PORTAL Market of the Nasdaq Stock Market, Inc. However, we do not believe that an active trading market exists for the notes.

In November 2002, we published unaudited interim financial information, prepared in accordance with South African GAAP, for the three months ended September 30, 2002 and 2001. Accordingly, we have included below this unaudited interim financial information prepared in accordance with SA GAAP for the same periods. The selected historical consolidated financial information does not purport to indicate results of operations as of any future date or for any future period.

This financial information is presented in Rand. The translation of Rand to Dollars in the below tables has been done solely for your convenience using the rate of exchange at September 30, 2002 of R10.55 to $1.00.

	Three months ended September 30,		Three months ended September 30,
	2002		2002		2001		2001
	R		$		R		$
Income Statement Data
Revenues	700,667		66,414		578,443		54,829
Total costs	(516,420	)	(48,950	)	(545,248	)	(51,682	)
Profit before taxes & minority interest	184,247		17,464		33,195		3,147
Income tax (expense)	(22,329	)	(2,116	)	(10,062	)	(954	)
Minority interest	0		0		0		0
Net profit attributable to common shareholders	161,918		15,348		23,133		2,193
Basic earnings per share (cents)	89		8		15		1
Diluted earnings per share (cents)	86		8		14		1
Number of shares in issue	182,957,397		182,957,397		155,616,750		155,616,750

	September 30, 2002		September 30, 2001
	R		R		$		$
Balance Sheet Data
Net assets	674,566		63,940		464,465		44,025
Cash and cash equivalents	259,325		24,581		134,784		12,776
Working capital	(31,900	)	(3,024	)	(233,400	)	(22,123	)
Total assets	1,529,760		145,001		1,364,209		129,309
Long term liabilities	(151,337	)	(14,345	)	(49,141	)	(4,658	)
Shareholders' equity	(674,566	)	(63,940	)	(464,465	)	(44,025	)
Total liabilities and shareholders' equity	(1,529,760	)	(145,001	)	(1,364,209	)	(129,309	)

The following table is a reconciliation to US GAAP of our net income and shareholder's equity prepared in accordance with SA GAAP for the quarter ended September 30, 2002.

This summary details the differences between SA GAAP and US GAAP insofar as they pertain to us. It is not intended to be a comprehensive summary of all differences between SA GAAP and US GAAP.

Under US GAAP, certain hedge and derivative instruments held by us are recorded at their fair value. In terms of SA GAAP, these instruments are carried at historical cost.

Under US GAAP, investments in equities are accounted for at market values with unrecognized gains and losses reflected as a component of shareholders' equity. Under SA GAAP listed investments are carried at market values with unrecognized gains and losses reflected in the income for the period.

Previously under US GAAP, we recorded certain business combinations using the pooling of interests method while under SA GAAP the purchase method of accounting for business combinations was adopted.

Under US GAAP, the cost of compensatory plans should be recognized as an expense over the periods in which the employee performs related services. SA GAAP does not require the recognition and measurement of employee equity compensation benefits.

We have not paid cash dividends since December 2, 1986 with respect to our ordinary shares. We declared a final preferred dividend on December 31, 1997. The preferred ordinary shares were converted into ordinary, no par value, shares on May 27, 1998.

Our board of directors periodically reviews the ability and desirability relating to the payment of dividends. In the event that we have sufficient profits to permit the payment of dividends, the board may determine to pay dividends on our ordinary shares. The 5,000,000 outstanding cumulative preference shares, par value R0.1 per share, issued carry the right, in priority to our ordinary shares, to receive a dividend equal to 3% of the gross future revenue generated by the exploitation or the disposal of the mineral rights represented by the Argonaut Project. Under the terms of the International Bullion Master Agreement entered into with J.P. Morgan Chase, scheduled to terminate in June 2003, we are not permitted to declare or pay any dividend in an amount exceeding 50% of our net income in any fiscal year without the consent of J.P. Morgan Chase.

The notes were issued under a document called the "Indenture." The Indenture is a contract between us and The Bank of New York, which acts as trustee. Because this section is a summary, it does not describe every aspect of the notes. This summary is subject to and qualified in its entirety by reference to all of the provisions of the Indenture, including the definitions of some terms that are used in the Indenture and which we use in this section. The Indenture was previously filed as an exhibit to our Annual Report on Form 20-F for the year ended June 30, 2002, which is incorporated herein by reference. We describe the meaning for only the more important terms, and wherever we refer to particular defined terms, those defined terms as they are used in the Indenture are incorporated by reference here. In this section, references to "DRD," "we," "us" or "our" refer solely to Durban Roodepoort Deep, Limited and not our subsidiaries.

The notes are our general, senior, unsecured obligations. The notes are limited to $66,000,000 aggregate principal amount. We are required to repay 102.5% of the principal amount of the notes plus all accrued interest thereon on or before the fifth business day immediately following November 12, 2006, unless they are converted or required to be redeemed or repurchased on an earlier date by their terms.

All references to "principal amount" in this prospectus shall refer to 100% of the offering price of the notes, and shall not include any original issue discount. All references to "accreted amount" in this prospectus shall refer to 100% of the offering price of the notes, plus accrued original issue discount.

We will pay interest on the notes at the annual rate shown on the front cover of this prospectus from the date of issuance of the notes. We will pay interest twice a year in Dollars, on each May 12 and November 12 (each, an interest payment date), beginning May 12, 2003, until the principal is paid or made available for payment or the notes have been converted, redeemed or repurchased. We will pay interest to the persons in whose name the note is registered at the close of business on the immediately preceding May 1 or November 1, as the case may be (each, a regular record date). Interest payable per $1,000 principal amount of notes for the period from November 12, 2002 to May 12, 2003, will be $30. Interest will continue to accrue on the principal amount of the notes following the maturity date at the per annum rate of 6.557%.

Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the notes is not a Business Day (a day other than Saturday, Sunday or any other day on which banking institutions in New York City are permitted or required by applicable law, regulation or executive order to close), then payment of the interest otherwise due on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. Interest payments will be made in an amount equal to the interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid or duly made available for payment) to but excluding the applicable interest payment date or maturity date, as the case may be.

The notes were offered at a discount from their stated redemption price at maturity. Consequently, the notes will be treated as issued with original issue discount for U.S. federal income tax purposes and U.S. holders will be required to include such original issue discount in income as it accrues for U.S. federal income tax purposes in advance of receipt of any payment on the notes to which the original issue discount is attributable. See "Certain Income Tax Considerations—United States" for a more detailed discussion of the U.S. federal Income Tax Considerations to the holders of the notes of the purchase, ownership and disposition of the notes.

The notes are represented by one or more global notes in registered form without interest coupons. Notes sold in transactions outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended, or the Securities Act, are represented by interests in the "Regulation S global note." We refer to these notes as "Regulation S notes." Notes which are sold pursuant to Rule 144A under the Securities Act, or Rule 144A, are represented by interests in the "Rule 144A global note." We refer to these notes as the "Rule 144A notes." The Regulation S global note and the Rule 144A global note are referred to together in this section as the "global notes." Interests and transfers of interests in the global notes are shown on and effected only through the book-entry systems operated by DTC, Euroclear or Clearstream and their respective participants.

You may convert the notes into our ordinary shares or, subject to the terms and conditions described below, ADSs representing our ordinary shares, initially at the conversion rate stated on the front cover of this prospectus at any time before the close of business on the maturity date, unless the notes have been previously converted, redeemed or repurchased. Until either (a) the note being converted has been transferred pursuant to an effective registration statement or (b) the note is not otherwise a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act, however, you may only convert the notes into our ordinary shares and not ADSs. The conversion rate may be adjusted upon the occurrence of certain events which change the number of our ordinary shares outstanding or provide for distributions of our ordinary shares, as described below under "—Conversion Rights."

We may redeem some or all of the notes at any time after November 12, 2005 and prior to maturity at a redemption price of 100% of the full accreted amount of notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, by giving not less than 30 nor more than 60 days notice if (1) the closing price of our ADSs on the Nasdaq SmallCap Market (or a substitute national securities exchange) has exceeded 150% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day immediately before the date of mailing of the provisional redemption notice and (2) the registration statement covering the resale of the notes and the ordinary shares and ordinary shares underlying the ADSs issuable upon conversion of the notes is effective and available for use and is expected to remain effective and available for use for 30 days following the provisional redemption date, unless registration is no longer required. If there is a Change in Control, holders of the notes may have the right to require us to repurchase their notes, as described below under "—Repurchase at Option of Holders Upon a Change in Control."

We will pay you any cash amounts to which you may be entitled under the terms of the notes in respect of the principal of, accrued original issue discount on and any accrued interest on the notes at maturity (including upon our repurchase or redemption of the notes) in U.S. dollars.

The principal corporate trust office of the trustee in the City of New York is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of any paying agents or approve a change in the office through which any paying agent acts.

So long as the notes are represented by global notes, payment of interest on and, if applicable, principal of the notes will be made in immediately available funds.

Our obligations under the notes, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons who are registered as holders of notes. We do not have obligations to you if you hold in street name or other indirect means, either because you choose to hold notes in that manner or because the notes are issued in the form of global notes as described below. For example, once payment is made to the person with whom the global note is

deposited, we do not have any further responsibility for the payment even if that holder is legally required to pass the payment along to you as a street name customer but does not do so.

In the remainder of this description "you" means direct holders and not street name or other indirect holders of notes.

On or before the fifth business day immediately following the maturity date of the notes, at our option, but subject to obtaining all required regulatory approvals and unless an Event of Default has occurred and is continuing, instead of paying the accreted amount of the notes in cash, we may pay the accreted amount of the notes in our ordinary shares, or ADSs, or in a combination of cash and ordinary shares or ADSs representing such ordinary shares, such ordinary shares to be valued at 90% of the 30 trading day volume weighted average price of the ordinary shares or ADSs on the Nasdaq SmallCap Market or a substitute national securities exchange upon which such ordinary shares or ADSs may then be listed for each of the 30 consecutive trading days ending with the third trading day prior to the repayment date. We may only pay the accreted amount of the notes in ordinary shares if the conditions provided in the Indenture designed to ensure that such shares will be freely transferable are satisfied. No fractional ordinary shares or ADSs will be issued to the holders of notes, but, in lieu thereof, we will make an equitable cash payment. To exercise the share payment option, we must give not less than 30 days' and not more than 60 days' prior notice of such election to the trustee and the affected noteholders.

All references to "volume weighted average price" in this prospectus refer to the volume weighted average price for our ordinary shares or ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq SmallCap Market, such other national securities exchange upon which the ordinary shares or ADSs may then be listed or otherwise in the over-the-counter market, as applicable), as reported by Bloomberg, LP using the AQR function on the date of determination.

The Rule 144A notes and the Regulation S notes are each represented by one or more global notes in registered form, without coupons. The global notes are issued in denominations that in the aggregate equal the outstanding principal amount of notes represented thereby. The notes will have denominations of $1,000 or even multiples of $1,000. The Rule 144A global note was deposited with a custodian for and registered in the name of Cede & Co., as nominee of DTC. The Regulation S global note was deposited with, and registered in the name of a nominee for, a common depositary for Euroclear and Clearstream.

You may have your notes broken into more notes of smaller denominations or combined into fewer notes of larger denominations, as long as the total principal amount is not changed.

If definitive registered notes are issued in the special situations described under "—Special Situations in Which a Global Note Will Be Terminated" below, you may exchange or transfer your notes at the office of the trustee. The trustee acts as our agent for registering notes in the names of holders and transferring registered notes. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the "security registrar." It will also register transfers of the registered notes. You may not, however, exchange registered notes for bearer notes.

You will not be required to pay a service charge to transfer or exchange notes, but you may be required to pay any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange of registered notes will only be made if the security registrar is satisfied with your proof of ownership.

We may designate additional transfer agents. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

In a few special situations described below, a global note will terminate and interests in it will be exchanged for physical certificates representing definitive registered notes. After that exchange, the choice of whether to hold notes directly or in street name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in notes transferred to their own name so that they will be direct holders.

In addition, if instructions have been given to transfer a beneficial interest in one global note to a person who would otherwise take delivery in the form of an interest in another global note, and such other global note has previously been exchanged for definitive registered notes, then the transferee will receive its interest in the form of definitive registered notes.

No definitive notes in bearer form will be issued. Definitive notes issued in exchange for book-entry securities will be issued in registered form only, without coupons. They will be registered in the name or names instructed by the registrar based on the instructions of DTC, Euroclear and Clearstream.

We will pay interest to you if you are a direct holder listed in the trustee's records at the close of business on May 1 or November 1, as applicable, in advance of each interest payment date, even if you no longer own the security on the interest payment date. That particular day is called the "regular record date." We will pay interest, principal and any other money due on global notes to the registered holder thereof by wire transfer of same-day funds. For a discussion of payments with respect to book-entry securities issued in respect of global notes, see "—Payments" below. Payments on definitive registered notes, if any, will be made at the corporate trust office of the trustee in New York City. That office is currently located at The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York, 10286, Attention: Global Finance Unit. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest on definitive registered notes by mailing checks.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee's corporate trust office as a payment office. These offices are called "paying agents". We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for the notes that you hold.

You may, at your option, convert any portion of the principal amount of (but not original issue discount on) a note in an even multiple of $1,000 into fully paid ordinary shares at any time before the close of business on the maturity date, unless the note has been previously converted, redeemed or repurchased. The initial conversion rate is equal to 266.6667 ordinary shares per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $3.75 per share. Upon conversion we will issue, or cause to be issued, our ordinary shares or, at your option, ADSs representing our ordinary shares. The conversion rate is subject to adjustment as described below. Until either (a) the note being converted has been transferred pursuant to an effective registration statement or (b) the note is not otherwise a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act, however, you may only receive ordinary shares upon conversion of the notes and not ADSs. Your right to convert a note called or delivered for redemption will terminate at the close of business on the business day (as defined in the Indenture) immediately preceding the redemption date for that note, unless we default in making the payment due upon redemption.

You can convert a note by delivering the note at the corporate trust office of the trustee accompanied by a duly signed and completed notice of conversion, a copy of which may be obtained from DRD. If you prefer to receive ADSs upon conversion, you must so specify in your conversion notice. In the case of a global note, DTC will effect the conversion upon notice from the holder of a book-entry security in accordance with DTC's customary procedures. The conversion date will be the date on which the note and the duly signed and completed notice of conversion are so delivered. As promptly as practicable on or after the conversion date, and in any event within 14 days of such date, we will cause to be issued or delivered to the trustee a certificate or certificates for the number of fully paid ordinary shares or ADSs issuable upon conversion, together with a cash payment instead of any fraction of an ordinary share or ADS. We will instruct the registrar to deliver the certificates to you. Our ordinary shares issuable upon conversion of the notes will be fully paid and nonassessable and will also rank equally with our other ordinary shares outstanding from time to time. If the deposit agreement with respect to the ADSs is terminated for any reason and no successor deposit agreement is established, it will no longer be possible for us to deliver ADSs upon exchange.

If you surrender a note for conversion on a date that is not an interest payment date, you will not be entitled to receive any interest for the period from the preceding interest payment date to the date of conversion, except as described below. However, if you are a holder of a registered note on a regular record date, including a note surrendered for conversion after the regular record date, you will receive the interest payable on that note on the next succeeding interest payment date. Accordingly, any notes surrendered for conversion during the period from the close of business on a regular record date to the opening of business on the next succeeding interest payment date must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of notes being surrendered for conversion. However, you will not be required to make that payment if you are converting a note, or a portion of a note, that we have called for redemption, or that you are entitled to require us to redeem, if your conversion right would terminate because of the redemption between the regular record date and the close of business on the next succeeding interest payment date.

No other payment or adjustment for interest, original issue discount or, except as provided below, for any dividends on our ordinary shares, will be made upon conversion. If you receive our ordinary shares or ADSs upon conversion, you will not be entitled to receive any dividends payable to holders of

our ordinary shares as of any record date before the close of business on the conversion date. You will be treated as if you were a holder of our ordinary shares as of the conversion date and therefore entitled to receive, in addition to the ordinary shares or ADSs, cash consideration equal to any dividends payable to holders of our ordinary shares as of any record date between the conversion date and the date on which the ordinary shares are issued to you. You will not be entitled to exercise any voting rights of such ordinary shares or ADSs if the relevant record date falls after the conversion date but before the date on which the ordinary shares or ADSs are issued to you.

We will not issue fractional shares or ADSs upon conversion. Instead, we will pay an amount in cash based on the market price of our ordinary shares at the close of business on the conversion date.

Any of our ordinary shares issued on conversion of the notes will be fully paid and will rank equally in all respects with our fully paid and issued ordinary shares on the conversion date, except that the issued ordinary shares will not be entitled to any dividend or other distribution declared or paid on our ordinary shares with respect to a record date prior to the conversion date.

Street name and other indirect holders should consult their banks or brokers for information on how to direct the conversion of notes into ordinary shares or ADSs.

If we distribute rights or warrants (other than those referred to in clause (2) below) pro rata to holders of ordinary shares, so long as any such rights or warrants have not expired or been redeemed by us, the holder of any note surrendered for conversion will be entitled to receive upon such conversion, in addition to the ordinary shares issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows:

If you deliver a note for conversion, you will not be required to pay any taxes or duties in respect of the issuance or delivery of ordinary shares on conversion. However, you will be required to pay any tax or duty that may be payable in respect of any transfer involved in the issuance or delivery of our ordinary shares in a name other than yours. You will also be required to pay any fees related to ADRs in connection with a conversion. We will not issue or deliver certificates representing ordinary shares unless the person requesting the issuance or delivery has paid to us the amount of any such tax or duty or has established to our satisfaction that no such tax or duty is payable.

We will not be required to make any adjustment to the conversion rate until the cumulative required adjustments amount to 1.0% or more of the conversion rate. We will compute any adjustments to the conversion rate and give notice to the holders of any such adjustments. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account on any subsequent adjustment.

If we merge with or into or consolidate with another person or sell, transfer or lease all or substantially all of our assets, each note then outstanding will, without the consent of the holder of any note, become convertible only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of ordinary shares into which the note was convertible immediately prior to the merger, consolidation, sale or transfer. This calculation will be made based on the assumption that the holder of ordinary shares failed to exercise any rights of election that the holder may have had to select a particular type of consideration. The adjustment will not be made for a merger that does not result in any reclassification, conversion, exchange or cancellation of our ordinary shares.

We may, from time to time, increase the conversion rate by any amount for any period of at least 20 days if our board of directors has determined that such increase would be in our best interests. Any such determination will be conclusive. We will give holders of notes at least 15 days' notice of this increase in the conversion rate. No such increase will be taken into account for purposes of determining whether the closing price of the ordinary shares exceeds the conversion price by 105% in connection with an event which otherwise would be a Change in Control as discussed below.

If at any time we make a distribution of property to our shareholders that would be taxable to them as a dividend for United States federal income tax purposes (for example, distributions of evidences of indebtedness or assets by us, but generally not stock dividends on ordinary shares or rights to subscribe for ordinary shares) and, pursuant to the anti-dilution provisions of the Indenture, the number of shares into which notes are convertible is increased, that increase may be deemed for

United States federal income tax purposes to be the payment of a taxable dividend to holders of notes. For more details, see "Certain Income Tax Considerations—United States."

The notes rank pari passu to all present and future indebtedness of Durban Roodepoort Deep, Limited. The notes will be effectively subordinated to present and future secured indebtedness of Durban Roodepoort Deep, Limited to the extent of the value of any security underlying such indebtedness. The notes will be unsecured. The notes will be structurally subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries. Substantially all of our operations and our assets are held in our subsidiaries. As of September 30, 2002, Durban Roodepoort Deep, Limited had R69.5 million ($6.6 million) of secured indebtedness and our subsidiaries had R315.4 million ($29.9 million) of indebtedness and other liabilities outstanding.

The Indenture does not limit our ability to incur indebtedness, including secured indebtedness, or the ability of any of our subsidiaries to incur indebtedness.

If a Change in Control (as defined below) occurs, you will have the right, at your option, to require us to redeem all of your notes not previously called for redemption, or any portion of the principal amount of your notes that is equal to $1,000 or any greater even multiple of $1,000. The price we are required to pay will be 101% of the principal amount of the notes, plus accrued original issue discount, plus accrued interest to the redemption date.

At our option, instead of paying the repurchase price in cash, we, or the successor entity in the Change in Control transaction, may pay the repurchase price in ordinary shares, or in a combination of cash and ordinary shares such ordinary shares to be valued at 90% of the volume weighted average price of the ordinary shares or ADSs on the Nasdaq SmallCap Market or a substitute national securities exchange upon which ordinary shares or ASDs may be listed for each of the thirty consecutive trading days ending with the third trading day prior to the repurchase date. We may only pay the repurchase price in ordinary shares if the conditions provided in the Indenture designed to ensure that such shares will be freely transferable are satisfied. Because the number of ordinary shares to be delivered to holders of notes in payment of the repurchase price (should we elect such payment option) is determined on the basis of the market price of our ADSs after we have given notice of the occurrence of the Change in Control and prior to the repurchase date, the value of the ordinary shares on the date of delivery thereof to such holders may be more or less than the repurchase price had we elected to pay such price in cash. We may not repurchase the notes upon the occurrence of a Change in Control unless and until we obtain all necessary consents and approvals, including the approval of the South African Reserve Bank.

Within 30 days after the occurrence of a Change in Control, we are obligated to give you notice of the Change in Control and of the redemption right arising as a result of the change in control. We must also deliver a copy of this notice to the trustee. To exercise your redemption right, you must deliver to the trustee, on or before the 30th day after the date of the notice to you, irrevocable written notice of your exercise of your redemption right, a form of which may be obtained from us, together with the notes with respect to which that right is being exercised. We are required to effect the redemption on the date that is 45 days after the date of the Change in Control notice, subject to all necessary consents and approvals, including the approval of the South African Reserve Bank.

A "Change in Control" will be deemed to have occurred at any time after the notes are originally issued that any of the following occurs:

(1) Any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of our capital stock entitling that person to exercise more than 50% of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors; however, any acquisition by us, any subsidiary of ours or any employee benefit plan of ours will not trigger this provision.

(2) We consolidate with or merge with or into any other person or another person mergers into us, except if the transaction satisfies any of the following: the transaction is a merger (A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock and (B) pursuant to which holders of our ordinary shares immediately prior to the transaction have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock or other ownership interest or the continuing or surviving person entitled to vote generally in elections of directors of the continuing or surviving person immediately after the transaction, or the transaction is a merger effected only to change our jurisdiction of incorporation and it results in a reclassification, conversion or exchange of our outstanding shares only into ordinary shares of us or another corporation.

(3) We convey, transfer, sell, lease or otherwise dispose of all or substantially all of our assets to another person.

However, a Change in Control is deemed not to have occurred if the volume weighted average trading price per share of our ADSs for any five trading days within (1) the period of 10 consecutive trading days ending immediately after the later of the Change in Control and the public announcement of the Change in Control, in the case of a Change in Control under clause (1) above relating to an acquisition of capital stock not involving a merger or consolidation covered by clause (2) above, or (2) the period of 10 consecutive trading days ending immediately before the Change in Control, in the case of a Change in Control under clause (2) or (3) above, in each case, equals or exceeds 105% of the conversion price of the notes in effect on each of the those trading days.

Any repurchase of notes arising as a result of the Change in Control will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws. To the extent the provisions of any securities laws or regulations conflict with the provisions of this covenant, our compliance with such laws and regulations shall not be deemed to cause a breach of our obligations under the Indenture.

The definition of Change in Control includes a phrase relating to the conveyance, transfer, sale, lease or disposition of "all or substantially all" of our assets. There is no precise, established definition of the phrase "substantially all" under applicable law. Accordingly, your ability to require us to redeem your notes as a result of conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.

The foregoing provisions would not necessarily provide you with protection if we are involved in a highly leveraged or other transaction that may adversely affect you.

We and any of our subsidiaries, may, to the extent permitted by applicable law, including the requirements of any stock exchange on which the notes may be listed, at any time purchase notes in the open market or by tender at any price or by private agreement. Any note that we or any of our subsidiaries purchases may, at our option, be surrendered to the trustee for cancellation. None of the notes we or any of our subsidiaries purchases may be reissued or resold. All notes redeemed or converted will be canceled promptly.

Our ability to redeem notes upon the occurrence of a Change in Control is subject to important limitations. We cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the redemption price for all the notes that might be delivered by holders of notes seeking to exercise the redemption right. If we were to fail to redeem the notes when required following a Change in Control, an event of default under the Indenture would occur. Any such default may, in turn, cause a default under our indebtedness.

Street name and other indirect holders should consult their banks or brokers for information on how to direct the exercise of the option to require us to redeem the notes upon a change in control.

We may redeem the notes, in whole or in part, at any time after November 12, 2005, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued original issue discount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption on giving not less than 30 nor more than 60 days notice if (1) the closing price of our ADSs on the Nasdaq SmallCap Market or substitute national securities exchange has exceeded 150% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day immediately before the date of mailing of the provisional redemption notice and (2) the shelf registration statement of which this prospectus is a part, covering the resale of the notes and the ordinary shares and ordinary shares underlying the ADSs issuable upon conversion of the notes is effective and available for use and is expected to remain effective and available for use for 30 days following the provisional redemption date, unless registration is no longer required.

The table below shows the redemption prices, together with accrued original issue discount, of a note that was called for redemption by us on the representative dates shown. The redemption prices reflect the principal amount of the notes plus accrued original issue discount to the date of redemption.

Redemption Date	Note Issue Price	Original Issue Discount	Cumulative Original Issue Discount	Redemption Price
	$	$	$	$
November 12, 2005	1,000	3.271	18.133	1,018.133
May 12, 2006	1,000	3.378	21.511	1,021.511
November 12, 2006	1,000	3.489	25.000	1,025.000

If fewer than all of the notes are to be redeemed, the Trustee will select the notes to be redeemed in principal amounts of $1,000 or integral multiples of $1,000, pro rata or by another method that the Trustee shall deem fair and appropriate. If a portion of a holder's notes is selected for partial redemption and that holder converts a portion of those notes prior to the redemption, the converted portion will be deemed, solely for purposes of determining the aggregate principal amount of the notes to be redeemed by us, to be of the portion selected for redemption.

The Indenture requires us to give notice of redemption pursuant to this option between 30 and 60 days before the redemption date.

In addition, we may redeem the notes, in whole but not in part, at our option for cash in United States dollars at any time upon not less than 30 days' nor more than 60 days' notice at a redemption price equal to $1,000 per $1,000 principal amount of the notes, plus accrued original issue discount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the event that we have become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the notes, any Additional Amounts (as defined below) as a result of any change in, or amendment to, the laws (or any regulations promulgated thereunder) of South Africa (or any political subdivision or taxing authority thereof or therein), or any change in, or amendment to, any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the date of this prospectus; provided that we determine, in our business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to us (not including substitution of the obligor under the notes).

We may not consolidate with or merge into any other person or convey, transfer, sell or lease our properties and assets substantially as an entirety to any person, and we may not permit any person to consolidate with or merge into us, unless each of the following requirements is met:

All payments in respect of the notes will be made without withholding of or deduction for taxation unless the withholding or deduction is required by law.

The Indenture provides that if we are required to make any withholding or deduction for or on account of any South African taxes from any payment made under or with respect to the notes, we will pay such additional amounts of interest ("Additional Amounts"), as may be necessary so that the net amount received by each holder (including Additional Amounts) will not be less than the amount the holder would have received had such South African taxes not been withheld or deducted; except that no Additional Amounts will be payable with respect to a payment for or on account of:

The Indenture also requires us to provide to each holder certified copies of tax receipts evidencing the payment by us of the applicable South African taxes within 30 days after the date of such payment.

(1) insofar as it is legally permissible, to keep enough ordinary shares available for issue to enable us to meet at any time our obligations in full for our ordinary shares issuable on conversion of outstanding notes; and

(2) not to modify in any way the rights attaching to our ordinary shares with respect to voting, dividends or liquidation. This agreement, however, will not preclude: the issue of equity share capital to employees, including any of our executive officers, or directors or any of our subsidiaries or associated companies pursuant to any employees' or directors' share plan or option plan; any consolidation or subdivision of the ordinary shares; any modification of such rights which is not materially prejudicial to the interests of the holders of the notes; or any alteration to our articles of association in connection with or incidental to any of the above.

These obligations may only be waived by the holders of a majority in principal amount of the outstanding notes or the consent of the trustee where, in the opinion of the trustee, it is not materially prejudicial to the interests of the noteholders to give such approval.

Subject to the provisions of the Indenture relating to the duties of the trustee in case an event of default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee indemnity satisfactory to the trustee. Subject to the provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

If an event of default, other than an event of default arising from events of our bankruptcy, insolvency or reorganization, occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding notes may accelerate the maturity of all of the notes. After acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding notes may, under circumstances set forth in the Indenture, rescind the acceleration if all events of default, other than the nonpayment of principal of the notes which have become due solely because of the acceleration, have been cured or waived as provided in the Indenture. If an event of default arising from events of our bankruptcy, insolvency or reorganization occurs and is continuing, then the principal amount of, and accrued interest on, all of the notes will automatically become immediately due and payable without any declaration or other act on the part of the holders of notes or the trustee.

Before you may take any action to institute any proceeding relating to the Indenture, or to appoint a receiver or a trustee, or for any other remedy, each of the following must occur:

These limitations do not apply to a suit for the enforcement of payment of the principal of or any premium or interest on a note, or the redemption amount of a note, on or after the due dates for such payments or of the right to convert the note in accordance with the Indenture.

We will furnish to the trustee annually a statement as to our performance of our respective obligations under the Indenture and as to any default in performance.

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or annul a declaration of acceleration.

The consent of the holders of a majority in principal amount of the outstanding notes affected is required to make a modification or amendment to the Indenture. However, a modification or amendment requires the consent of the holder of each outstanding note affected if it would:

The holders of a majority in principal amount of the outstanding notes must provide written consent to waive compliance by us with certain restrictive provisions of the Indenture. The holders of a majority in principal amount of the outstanding notes may waive any past default, except a default in the payment of principal, any premium, interest or redemption amounts.

Noteholder consent will not be required in connection with the following amendments:

No amendment to the Indenture or the notes or the book-entry securities that affects DTC, Euroclear, Clearstream or the holders of book-entry securities in an adverse way will be allowed without the consent of DTC, Euroclear or Clearstream, as the case may be.

Notes will not be considered outstanding if money for their payment or redemption has been deposited or set aside in trust for the holders.

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding notes that are entitled to take any action under the Indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders, such action may be taken only by persons who are holders of outstanding notes on the record date and must be taken within 180 days following the record date or such other period as we may specify (or as the trustee may specify, if it set the record date), this period may be shortened or lengthened (but not beyond 180 days) from time to time.

Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to modify or amend the Indenture or the notes or request a waiver.

The Indenture contains provisions for convening meetings of the holders of notes for any of the following purposes:

Notice of at least 21 days must be given of any meeting. A meeting must be called if requested in writing by the holders of at least one-tenth of the aggregate principal amount of the outstanding notes. The quorum for any meeting, other than an adjourned meeting, shall be the holders of at least one-third of the aggregate principal amount of the outstanding notes. No action at a meeting of holders will be effective unless approved by persons holding or representing notes in the aggregate principal

amount required by the applicable provision of the Indenture. At any meeting of holders, each holder or proxy will be entitled to one vote for each $1,000 principal amount of outstanding notes held or represented. A proxy need not be a holder of the notes.

We will give notice to holders of notes by mail to the addresses of the holders as they appear in the security register. Notices will be deemed to have been given on the date of mailing. We will give holders of notes irrevocable notice that we are exercising our option to redeem the notes not less than 30 nor more than 60 days before the redemption date.

We will replace, at the expense of the holders, notes that become mutilated, destroyed, stolen or lost upon delivery to the trustee of the mutilated notes or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of the note before a replacement note will be issued.

The trustee for the holders of notes issued under the Indenture will be The Bank of New York. If an event of default occurs and is not cured, the trustee will be required to use the degree of care of a prudent person in the conduct of his own affairs in the exercise of its powers. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holders of notes, unless they shall have offered to the trustee security or indemnity satisfactory to the trustee.

The Indenture and the notes are governed by New York law. We have appointed CT Corporation System as our agent for the service of process in any suit, action or proceeding with respect to the Indenture or the notes and for actions brought in a U.S. federal or state court in New York City under U.S. federal or state securities laws.

The Rule 144A global note was deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of DTC. The Regulation S global note was deposited with, and registered in the name of a nominee for, a common depositary for Euroclear and Clearstream. The global note that will be issued upon the effectiveness of the shelf registration statement, of which this prospectus is a part, described below under "—The Registration Rights Agreement," which we refer to as the "registered resale global note," will on issue be deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of DTC.

You can hold a beneficial interest in the Rule 144A global note or the registered resale global note only directly through DTC or indirectly through participants or indirect participants in DTC. You can hold a beneficial interest in the Regulation S global note only directly through Euroclear or Clearstream or indirectly through participants or indirect participants in Euroclear or Clearstream. These beneficial interests may be held in such denominations as are permitted by DTC, Euroclear or

Clearstream, as applicable. Indirect participants are banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant. Beneficial interests in the global notes are called book-entry securities. Ownership of beneficial interests in the global notes will be in the form of book-entry securities.

The ultimate beneficial owners of the global notes can only be indirect holders. We do not recognize this type of investor as a holder of notes and instead only deal with the registered holders of the global notes. As an indirect holder, an investor's rights and obligations relating to a global note will be governed by the account rules of DTC, Euroclear or Clearstream and the investor's financial institution. We, the trustee, any paying agent, the registrar and any of our or their agents will not be responsible for the obligations under the rules and procedures of DTC, Euroclear or Clearstream, any of their respective participants or an investor's financial institution.

We have no responsibility for any aspect of the actions of any participant in DTC, Euroclear or Clearstream or for payments related to, or for its records of, ownership interests in the global notes. We also do not supervise the participants in DTC, Euroclear or Clearstream in anyway, nor will we govern payments, transfers, exchange and other matters relating to the investor's interest in the global notes.

Payments related to the notes will be made through the facilities of The Bank of New York, as principal paying agent to the nominee of DTC as the registered holder of the Rule 144A note and the registered resale global note and to the nominee of the common depositary as the registered holder of the Regulation S note. Payments to DTC's nominee and to the nominee of the common depositary will discharge our payment obligations in respect of the notes. Upon receipt, DTC, Euroclear and Clearstream have informed us that they will credit their participants' accounts on that date with payments in amounts proportionate to their respective ownership interests as shown on their respective records. Payments by participants in DTC, Euroclear or Clearstream to the owners of book-entry securities will be the participants' responsibility. We expect that payment by participants in DTC, Euroclear or Clearstream to the owners of interests in book-entry securities will be governed by standard customary practices, as is now the case with the securities held for the accounts of customers registered in street name.

All payments will be made through the facilities of the paying agent or agents. Payments will be made subject to the deduction or withholding of any taxes, duties, assessments or other governmental charges required by applicable laws or regulations.

If and when the global notes are redeemed, all amounts in respect of the redemption will be paid through the facilities of the paying agent or agents to the nominee of DTC or the nominee of the common depositary for Euroclear or Clearstream, as the case may be. The redemption price that will be paid for the book-entry securities will be equal to the amount paid to the depositary systems for the applicable global notes.

Transfers of all or any portion of the global notes may be made only through the book-entry register. Until the book-entry securities are exchanged for definitive notes, the global notes may only be transferred as a whole by:

DTC, Euroclear and Clearstream, as the case may be, will record all transfers of the interests in book-entry securities using their respective book-entry systems. DTC, Euroclear and Clearstream will use their customary procedures in this regard.

The notes will be held through the book-entry systems operated by DTC, Euroclear and Clearstream and their respective participants. These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow notes to be issued, held and transferred among these clearing systems without the physical transfer of certificates.

The policies of DTC, Euroclear and Clearstream will govern payments, transfers, exchange and other matters relating to the investor's interest in notes held by them.

We have no responsibility for any aspect of the actions of DTC, Clearstream or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspect of the records kept by DTC, Clearstream or Euroclear or any of their direct or indirect participants. We also do not supervise these systems in any way.

DTC, Euroclear and Clearstream and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Euroclear and Clearstream as they are currently in effect. These systems could change their rules and procedures at any time.

Ownership of the Rule 144A global note or the registered resale global note may only be transferred in whole and may only be transferred to another nominee of DTC or to a successor of DTC or its nominee. A beneficial owner of an interest in the Rule 144A global note or the registered resale global note may hold its interest directly through DTC if such person is a participant in DTC, or indirectly through organizations which are direct DTC participants if such person is not a participant in DTC. Transfers between direct DTC participants will be effected in accordance with DTC's rules and will be settled using the procedures applicable to U.S. corporate debt obligations or depositary receipts, as the case may be, in DTC's SDFS system in same-day funds, if payment is made in U.S. dollars, or free of payment, if payment is not effected in US dollars. If payment is not made in U.S. dollars, separate payment arrangements outside DTC are required to be made between the DTC participants. Beneficial owners may also own interests in the global note held by DTC through banks, brokers,

dealers, trust companies and other parties that clear through or maintain a custodial relationship, either directly or indirectly, with a direct DTC participant.

Transfers between participants in Euroclear or Clearstream will be effected in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds. Euroclear and Clearstream will hold interests in the Regulation S global note on behalf of their participants through customers' securities accounts in their respective names on the books of their common depositary. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective participants may settle trades with each other.

When an interest in a global note held by DTC is to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream participant, the DTC participant must send to DTC a free of payment instruction at least two business days prior to the settlement date. DTC will in turn transmit this instruction to Euroclear or Clearstream, as the case may be, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant. On the settlement date, DTC will debit the account of its participant and will instruct the paying and transfer agent to instruct Euroclear or Clearstream, as the case may be. In addition, on the settlement date, DTC will instruct the paying and transfer agent and the registrar to (1) decrease the amount of book-entry interests in the name of Cede & Co. representing interests in the global note held by DTC, and (2) increase the amount of book-entry interests registered in the name of the common depositary for the accounts of Euroclear and Clearstream and representing interests in the Regulation S global note.

When interests in the Regulation S global note are to be transferred from the account of a Euroclear or Clearstream participant to the account of a DTC participant, the Euroclear or Clearstream participant must send to Euroclear or Clearstream a free of payment instruction at least one business day prior to the settlement date. Euroclear or Clearstream, as the case may be, will in turn transmit this instruction to DTC on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream participant, as the case may be. On the settlement date, Euroclear or Clearstream, as the case may be, will debit the account of its participant and will instruct the paying and transfer agent to instruct DTC to credit the relevant account of Euroclear or Clearstream, as the case may be, at DTC. DTC will then debit its account, as the case may be, and will deliver such interests in the Regulation S global note, free of payment, to the relevant account of the DTC participant. In addition, Euroclear or Clearstream, as the case may be, shall on the settlement date instruct the paying and transfer agent and the registrar to (1) decrease the amount of the book-entry interests registered in the name of the common depositary for the account of Euroclear or Clearstream and representing interests in the Regulation S global note, and (2) increase the amount of the book-entry interests registered in the name of Cede & Co., and representing interests in the applicable global note held by DTC.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving notes through Euroclear and Clearstream on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Euroclear and Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the notes, or to receive or make a payment or delivery of notes, on a particular day, may find that the transactions will not be performed until the next business day in Brussels or Luxembourg, depending on whether Euroclear or Clearstream is involved.

We and the initial purchaser entered into the registration rights agreement. Pursuant to the registration rights agreement, we agreed to:

We will also take all reasonable steps to enable holders to use this prospectus forming part of the shelf registration statement to offer and sell notes or ordinary shares and ADSs issuable upon conversion of the notes, including identifying such holders who wish to be included as selling securityholders in the shelf registration statement of which this prospectus is a part. In this section, we refer to these holders as "electing holders." We refer to the notes and the ordinary shares that may be issued upon conversion of the notes and covered by the shelf registration statement collectively as the "covered securities."

We will provide to each electing securityholder copies of this prospectus, notify each such holder when the shelf registration statement for the notes has become effective and take certain other actions as are required to generally permit unrestricted resales of the covered securities.

We will have the right to suspend the use of the prospectus for up to 45 days in any 90-day period (extendible up to 75 days in any 90-day period in the circumstances described below) or an aggregate of 90 days in any 12-month period. We may only suspend the use of the prospectus if our board of directors has determined in good faith that because of valid reasons, including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in our best interest to do so.

We can extend the suspension to 75 days in any 90-day period if we possess material non-public information:

or otherwise with the prior written permission of the initial purchaser. We will provide notice of any such suspension in advance. The notice need not specify the nature of the event giving rise to the suspension.

Covered securities will not be resold in an underwritten offering unless we agree in our sole discretion to do so. We will cover all expenses customarily borne by issuers in an underwritten offering to which we agree.

We will be responsible for the costs of registration of offers and sales of the covered securities pursuant to the shelf registration statement. Under certain circumstances we may grant third parties "piggy-back" registration rights with respect to the shelf registration statement.

Liquidated damages will accrue on the notes in the event that either of the following registration defaults occurs:

In the event of a filing default, liquidated damages will accrue (i) on the 91^st day following the date of the Indenture at the rate of 1% of the principal amount of the notes and (ii) for so long as the shelf registration statement shall not have been declared effective, on each 30-day anniversary thereafter on or before the one-year anniversary of the Indenture, at the rate of 0.20% of the principal amount of the notes. In no event will the total liquidated damages under this paragraph exceed 2.6% of the principal amount of the notes.

In the event of an effectiveness default without the occurrence of a filing default, liquidated damages will accrue (i) on the 181^st day following the date of the Indenture at the rate of 1% of the principal amount of the notes and (ii) for so long as the shelf registration statement shall not have been declared effective, on each 30-day anniversary thereafter on or before the one-year anniversary of the Indenture, at the rate of 0.20% of the principal amount of the notes. In no event will (i) the total liquidated damages under this paragraph exceed 2.0% of the principal amount of the notes or (ii) liquidated damages accrue under both this paragraph and the immediately preceding paragraph. All accrued liquidated damages shall be payable on or before the 30^th day following such accrual.

Description of the Articles and Memorandum of Association and Ordinary Shares

On September 30, 2002, we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.1 par value, authorized for issuance. On that date, we had issued 182,957,397 ordinary shares and 5,000,000 cumulative preference shares. As of January 28, 2003 we had issued 183,511,834 ordinary shares and 5,000,000 cumulative preference shares.

Set out below are brief summaries of certain provisions of our Articles of Association, or our Articles, the South African Companies Act, 1973 (as amended), or the Act, and the requirements of the JSE Securities Exchange South Africa, or JSE, all as currently in effect. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles, the Act, and the JSE. Our Articles were amended on November 8, 2002 to reflect recent changes to applicable South African law. These changes are administrative in nature and will not have a material effect on the rights of our securityholders.

We are registered in terms of the Act under registration number 1895/000926/06. As set forth in Section 4—Objects of our Memorandum of Association, our purpose is to explore and exploit mineral rights and establish and own mining enterprises.

Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as they see fit. For so long as we are a listed company, the directors shall so restrict our borrowings and exercise all voting and other rights or powers of control exercisable by us in relation to our subsidiary companies so that the aggregate principal amount outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall not, except with the consent of our shareholders at a general meeting, exceed R30 million or the aggregate from time to time of our issued and paid up capital, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form part of our and our subsidiaries' financial statements, whichever is higher.

However, the JSE listing requirements require that the issuance of the notes be approved by 75% of shareholders (excluding controlling shareholders) present at a meeting or represented by proxy. This approval can be in the form of a general or specific authority. At a meeting of shareholders held on October 21, 2002, 97% of our shareholders voted in favor of a resolution granting a general authority for the issuance of, inter alia, notes.

Our directors are not required to hold any shares to qualify or be appointed as a director.

A director may authorize any other director to vote for him at any meeting at which neither he nor his alternate director appointed by him is present. Any director so authorized shall, in addition to his own vote, have a vote for each director by whom he is authorized.

The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be not less than two.

Directors are required to notify our board of directors of interests in companies and contracts which is noted at each meeting of directors. If a director's interest is under discussion, depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any resolution regarding his interest, in the quorum present at the meeting.

The Code of Corporate Practices and Conduct of the King II Report on Corporate Governance for South Africa, 2002 sets out guidelines to promote the highest standards of corporate governance among South African companies. The board of directors believe that our business should be conducted

according to the highest legal and ethical standards. In accordance with their practice, all remuneration of directors is approved by the remuneration committee.

Under South African common law, directors are required to comply with certain fiduciary duties to the company and to exercise proper care and skill in discharging their responsibilities.

Directors may be appointed at a general meeting from time to time. The directors may appoint any eligible person as a director but he shall only hold office until the next annual general meeting when the relevant director shall be eligible for election. One third of our directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Retiring directors usually make themselves available for re-election.

On the request of 100 shareholders or shareholders holding not less than one-twentieth of our share capital which carries the right of voting at general meetings, we shall within 14 days of the lodging of a request by such shareholders issue a notice to shareholders convening a general meeting for a date not less than 21 days and not more than 35 days from the date of the notice. Directors may convene general meetings at any time.

Our annual general meeting and a meeting of our shareholders for the purpose of passing a special resolution may be called by giving 21 days advance written notice of that meeting. For any other general meeting of our shareholders, 14 days advance written notice is required.

Our Articles provide that if at a meeting convened upon request by our shareholders a quorum is not present within one half hour after the time selected for the meeting, such meeting shall be dissolved. The necessary quorum is three members present in person or represented by proxy.

The holders of our ordinary shares are generally entitled to vote at general meetings and on a show of hands have one vote per person and on a poll have one for every share held. The holders of our cumulative preference shares are not entitled to vote at a general meeting unless any preference dividend is in arrears for more than 6 months at the date on which the notice convening the general meeting is posted to the shareholders. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on resolutions regarding the disposal of all or substantially all of our assets or mineral rights. When entitled to vote, holders of our cumulative preference shares are entitled to one vote per person on a show of hands and that portion of the total votes which the aggregate amount of the nominal value of the shares held by the relevant shareholder bears to the aggregate amount of the nominal value of all shares issued by us.

We may, in a general meeting or our directors may, from time to time, declare a dividend to be paid to the shareholders in proportion to the number of shares they each hold. No dividend shall be declared except out of our profits. Dividends may be declared either free or subject to the deduction of income tax or duty in respect of which we may be charged. Holders of ordinary shares are entitled to receive dividends as and when declared by the directors. Holders of cumulative preference shares are entitled to receive cumulative preferential dividends in priority to the holders of our ordinary shares equal to the prescribed portion of 3% of our future revenue generated by the exploitation or other

application of the mineral rights represented by the Argonaut Project. All unclaimed dividends are forfeited back to us after a period of twelve years.

There are no limitations imposed by our Articles or South African law on the rights of shareholders to hold or vote on our ordinary shares or securities convertible into our ordinary shares.

If we are wound-up, then the assets remaining after payment of all of our debts and liabilities, including the costs of liquidation, shall be applied to repay to the shareholders the amount paid up on our issued capital and thereafter the balance shall be distributed to the shareholders in proportion to their respective shareholdings. On a winding up, our cumulative preference shares rank, in regard to all arrears of preference dividends, prior to the holders of ordinary shares. To date, no such dividends have been declared. Except for the preference dividend and as described in this paragraph our cumulative preference shares are not entitled to any other participation in the distribution of our surplus assets on winding-up.

We may, by special resolution, reduce the share capital authorized by our Memorandum of Association, or reduce our issued share capital including, without limitation, any stated capital, capital redemption reserve fund and share premium account.

Our Articles may only be altered by the passing of a special resolution. A special resolution is passed when the shareholders holding at least 25% of the total votes of all the members entitled to vote are present or represented by proxy at a meeting and, if the resolution was passed on a show of hands, at least 75% of those shareholders voted in favor of the resolution and, if a poll was demanded, at least 75% of the total votes to which those shareholders are entitled were cast in favor of the resolution.

However, the rights and conditions attaching to the cumulative preference shares may not be cancelled, varied or added, nor may we issue shares ranking, regarding rights to dividends or on winding up, in priority to or equal with our cumulative preference shares, or dispose of all or part of our mineral rights without the consent in writing of the registered holders of our cumulative preference shares or the prior sanction of a resolution passed at a separate class meeting of the holders of our cumulative preference shares.

Under an amendment to the Articles on November 8, 2002, we are authorized to make payments in cash or in specie to our shareholders in accordance with the provisions of the Act and other consents required by law from time to time. We may, for example, in a general meeting, upon recommendation of our directors, resolve that any surplus funds representing capital profits arising from the sale of any capital assets and not required for the payment of any fixed preferential dividend, be distributed among our ordinary shareholders. However, no such profit shall be distributed unless we have sufficient other assets to satisfy our liabilities and to cover our paid up share capital. This amendment will only take effect once it has been registered by the South African Companies office. We are in the process of doing so.

The following is a summary of the material South African exchange control measures, which has been derived from publicly available documents. The following summary is not a comprehensive description of all the exchange control regulations and does not cover exchange control consequences that depend upon your particular circumstances. We recommend that you consult your own advisor about the exchange control consequences in your particular situation. The discussion in this section is based on the current law and positions of the South African Government. Changes in the law may alter the exchange control provisions that apply to you, possibly on a retroactive basis. We have received approval from the South African Reserve Bank, or SARB for the issuance of the notes.

Dealings in foreign currency, the export of capital and/or revenue, payments by residents to nonresidents and various other exchange control matters in South Africa are regulated by the South African exchange control regulations, or the Regulations. The South African exchange control regulations form part of the general monetary policy of South Africa. The Regulations are issued in terms of section 9 of the Currency and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and/or revenue reserves, as well as the accruals and spending thereof, is vested in the Treasury (Ministry of Finance), or the Treasury.

The Treasury has delegated the administration of exchange controls to the Exchange Control Department of SARB, which is responsible for the day to day administration and functioning of exchange controls. SARB has wide discretion. Certain banks authorised by the Treasury to co-administer certain of the exchange controls, are authorised by the Treasury to deal in foreign exchange. Such dealings in foreign exchange by authorized dealers are undertaken in accordance with the provisions and requirements of the exchange control rulings, or Rulings, and contain certain administrative measures, as well as conditions and limits applicable to transactions in foreign exchange, which may be undertaken by authorized dealers. Non-residents have been granted general approval, in terms of the Rulings, to deal in South African assets, to invest and disinvest in South Africa.

The Republic of South Africa's exchange control regulations provide for restrictions on exporting capital from a Common Monetary Area consisting of the Republic of South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area, on the other hand, are not subject to these exchange control regulations.

There are many inherent disadvantages to exchange controls including distortion of the price mechanism, problems encountered in the application of monetary policy, detrimental effects on inward foreign investment and administrative costs associated therewith. The South African Finance Minister has indicated that all remaining exchange controls are likely to be dismantled as soon as circumstances permit. Since 1996, there has been a gradual relaxation of exchange controls. The gradual approach to the abolition of exchange controls adopted by the Government of South Africa is designed to allow the economy to adjust more smoothly to the removal of controls that have been in place for a considerable period of time. The stated objective of the authorities is equality of treatment between residents and non-residents with respect to inflows and outflows of capital. The focus of regulation, subsequent to the abolition of exchange controls, is expected to favor the positive aspects of prudential financial supervision.

The present exchange control system in South Africa is used principally to control capital movements. South African companies are not permitted to maintain foreign bank accounts without SARB approval and, without the approval of SARB, are generally not permitted to export capital from South Africa or hold foreign currency. In addition, South African companies are required to obtain the approval of SARB prior to raising foreign funding on the strength of their South African balance sheets, which would permit recourse to South Africa in the event of defaults. Where 75% or more of a South African company's capital, voting power, power of control or earnings is directly or indirectly controlled by non-residents, such a corporation is designated an "affected person" by SARB, and

certain restrictions are placed on its ability to obtain local financial assistance. We are not, and have never been, designated an "affected person" by SARB.

Foreign investment and outward loans by South African companies are also restricted. In addition, without the approval of SARB, South African companies are generally required to repatriate to South Africa profits of foreign operations and are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business. South African companies establishing subsidiaries, branches, offices or joint ventures abroad are generally required to submit financial statements on these operations to SARB on an annual basis. As a result, a South African company's ability to raise and deploy capital outside the Common Monetary Area is restricted.

Although exchange controls have been gradually relaxed since 1996, unlimited outward transfers of capital are not permitted at this stage. Some of the more salient changes to the South African exchange control provisions over the past few years have been as follows:

Authorized dealers in foreign exchange may, against the production of suitable documentary evidence, provide forward cover to South African residents in respect of fixed and ascertained foreign exchange commitments covering the movement of goods. Persons who emigrate from South Africa are entitled to take limited amounts of money out of South Africa as a settling-in allowance. The balance of the emigrant's funds will be blocked and held under the control of an authorized dealer. These blocked funds may only be invested in:

Aside from the investments referred to above, blocked Rands may only be utilized for very limited purposes. Dividends declared out of capital gains or out of income earned prior to emigration remain subject to the blocking procedure. It is not possible to predict when existing exchange controls will be abolished or whether they will be continued or modified by the South African Government in the future.

The notes may not be sold or transferred to South African residents without the prior approval of SARB.

Under present Regulations, our ordinary shares and ADSs are freely transferable outside the Common Monetary Area between non-residents of the Common Monetary Area. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of shareholders who are not residents of the Common Monetary Area are freely remittable to such shareholders. Share certificates held by non-residents will be endorsed with the words "non-resident."

Dividends declared in respect of shares held by a non-resident in a company whose shares are listed on the JSE are freely remittable.

Any cash dividends paid by us are expected to be paid in Rands. Holders of ADSs on the relevant record date will be entitled to receive any dividends payable in respect of the shares underlying the ADSs, subject to the terms of the deposit agreement. Subject to exceptions provided in the deposit agreement, cash dividends paid in Rand will be converted by the depositary to Dollars and paid by the depositary to holders of ADSs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The depositary will charge holders of ADSs, to the extent applicable, taxes and other governmental charges and specifies fees and other expenses. Shareholders who are not residents of the Common Monetary Area who are in receipt of scrip dividends and who elect to dispose of the relevant shares may remit the proceeds arising from the sale of the relevant shares.

There are no limitations imposed by South African law or by our Articles on the right of non-South African shareholders to hold or vote our ordinary shares.

Description of the American Depositary Shares and American Depositary Receipts

The following is a summary of certain provisions of the deposit agreement, entered into by us, The Bank of New York, as depositary, and the owners, or Owners, and holders from time to time of ADRs issued thereunder. In this section, references to "we," "us," "our" refer solely to Durban Roodepoort Deep, Limited and not our subsidiaries.

This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of ADR. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. We will make copies of the actual documents available to you upon request. Terms used herein and not otherwise defined will have the meanings set forth in the deposit agreement. Copies of the deposit agreement are available for inspection at the Corporate Trust Office of the depositary, currently located at 101 Barclay Street, New York, New York 10286, and at the principal office of the agent of the depositary, or the custodian, currently located at each of ABSA Bank Ltd, Standard Bank, First National Bank of South Africa and Nedcor Bank Limited. The depositary's principal executive office is located at One Wall Street, New York, New York 10286.

The Bank of New York, as depositary, will issue the ADSs. Each ADS will represent ownership interest in one ordinary share, which we will deposit with the custodian under the deposit agreement among us, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but not distributed by it directly to you.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of that broker or financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Because the depositary will actually hold the ordinary shares, you must rely on it to exercise the rights of a shareholder on your behalf. The obligations of the depositary and its agents are set out in the deposit agreement. The deposit agreement and the ADSs are generally governed by New York law.

The Bank of New York, a New York banking corporation, is a commercial bank offering a wide range of banking and trust services to its customers in the New York metropolitan area, throughout the United States and around the world.

How will I receive dividends and other distributions on the ordinary shares underlying my ADSs?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of underlying ordinary shares your ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into Dollars, if it can do so on a reasonable basis and can transfer the Dollars to the United States. If that is not possible or if any approval from the South African government is needed and can not be obtained, the agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the

account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for the interest.

Before making a distribution, any withholding taxes that must be paid under South African law will be deducted. The depositary will distribute only whole Dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Shares. The depositary may distribute new ADSs representing any shares that we may distribute as a dividend or free distribution, if we furnish it promptly with satisfactory evidence that it is legal to do so. The depositary will only distribute whole ADSs. It will sell shares which would require it to issue a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, each ADS will also represent the new shares.

Rights to receive additional shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. We must first instruct the depositary to do so and furnish it with satisfactory evidence that it is legal to do so. If we do not furnish this evidence and/or give these instructions, and the depositary decides it is practical to sell the rights, the depositary will sell the rights and distribute the proceeds, in the same way as it does with cash. The depositary may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, upon instruction from you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and issue ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. For example, you may not be able to trade the ADSs freely in the United States. In this case, the depositary may issue the ADSs under a separate restricted deposit agreement which will contain the same provisions as the agreement, except for the changes needed to put the restrictions in place.

Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds in the same way as it does with cash or it may decide to hold what we distributed, in which case the ADSs will also represent the newly distributed property.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADR holders. This means that you may not receive the distribution we make on its shares or any value for them if it is illegal or impractical for us to make them available to you.

The depositary may not be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price. We cannot assure you that any of such transactions can be completed within a specified time period.

The depositary will issue ADRs if you deposit or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian.

Ordinary shares deposited in the future with the custodian must be accompanied by certain documents, including instruments showing that such ordinary shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

The custodian will hold all deposited ordinary shares for the account of the depositary. ADR holders thus have no direct ownership interest in the ordinary shares and only have the rights that are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited ordinary shares. The deposited ordinary shares and any such additional items are referred to as "deposited securities."

Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees, expenses, taxes and charges, the depositary will issue an ADR or ADRs in the name of the person entitled thereto evidencing the number of ADSs to which such person is entitled. ADRs will be delivered at the depositary's Corporate Trust office.

When you turn in your ADR at the depositary's Corporate Trust office, it will, upon payment of certain applicable fees, charges and taxes, deliver at the custodian's office the underlying ordinary shares. At your risk, expense and request, the depositary may deliver at another place that you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

This right of withdrawal may not be limited by any other provision of the deposit agreement.

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the ordinary shares which underlie your ADSs. After receiving voting materials from us, and if we request, the depositary will notify all of the ADR holders of any shareholder meeting or solicitation of consents or proxies. This notice will describe how you may instruct the depositary to exercise the voting rights for the ordinary shares which underlie your ADSs. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to the provisions of and governing the underlying ordinary shares or other deposited securities, to vote or to have its agents vote the ordinary shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. However, if the depositary does not receive your voting instructions, it will give a proxy to vote your shares to our designated representative.

Because there is no guarantee that you will receive voting materials in time to instruct the depositary to vote, it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Holders of notes must pay the depository's fees under the following fee schedule in connection with any issuance of ADSs upon the conversion of the notes:

We will pay all other charges and expenses of the depositary and any agent of the depositary pursuant to agreements from time to time between us and the depositary. However, we will not pay any charges and expenses of the custodian. The fees described above may be amended from time to time. The depositary may own and deal in any class of securities of ours and our affiliates and in ADRs.

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities underlying your ADSs. The depositary may refuse to transfer your ADRs or allow you to withdraw the deposited securities underlying your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities underlying your ADSs to pay any taxes owed and you will remain liable for any deficiency. If it sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

any securities that the depositary or custodian receives will be treated as new deposited securities. Additionally, the depositary may choose to:

call for the surrender of outstanding ADRs in exchange for new ADRs specifically describing the new deposited securities; or

If the depositary does not choose either of (1) or (2), any of the cash, securities or other property it receives shall constitute part of the deposited securities and each ADR will then represent a proportionate interest in such property.

We may agree with the depositary to amend the deposit agreement and the form of ADRs without your consent for any reason. ADR holders must be given at least 30 days' notice of any amendment that imposes or increases any fees or charges, other than taxes and other charges specifically payable by ADR holders under the deposit agreement, or affects any substantial existing right of ADR holders. At any time an amendment becomes effective, you are considered, by continuing your ADRs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

No amendment will impair your right to surrender your ADRs and receive the underlying securities except to comply with mandatory provisions of applicable law.

The depositary may terminate the deposit agreement at our request by mailing notice of termination to ADR holders at least 90 days prior to the date fixed in the notice of termination. The depositary may also terminate the agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary bank within 90 days. After termination, the depositary's only responsibility will be:

At any time after the expiration of one year from the termination date, the depositary may sell the deposited securities which remain and hold the net proceeds of such sales, uninvested, unsegregated and without liability for interest, for the pro rata benefit of ADR holders who have not yet surrendered their ADRs. After making a sale, the depositary shall have no obligations except to account for the proceeds and other cash.

When any cash dividend or other cash distribution becomes payable or any non-cash distribution is made, any rights are issued regarding any underlying ordinary shares or other deposited securities, or the depositary causes a change in the number of ordinary shares represented by each ADS or receives

notice of any meeting of the holders of any underlying ordinary shares or other deposited securities, the depositary will fix a record date for determining:

Limits on Our Obligations and the Obligations of the Depositary; Limits on Liability to ADR Holders and Holders of ADSs

The deposit agreement expressly limits the obligations and liability of each of the depositary, us and its and our respective agents. Neither we nor the depositary will be liable:

We and the depositary have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the agreement on your behalf or on the behalf of any other party. In the agreement we and the depositary agree to indemnify each other under certain circumstances.

Before the depositary will issue or register the transfer of an ADR, make a distribution on an ADR, or withdrawal of shares, the depositary may require:

The depositary may refuse to deliver, transfer, or register transfers of ADRs generally when our books or the books of the depositary are closed, or at any time we or the depositary thinks it advisable to do so.

The depositary may execute and deliver ADRs prior to the deposit with the custodian of ordinary shares or rights to receive ordinary shares and deliver underlying securities prior to the receipt and cancellation of ADRs if the person to whom such shares are to be delivered is a banking institution organized pursuant to the laws of South Africa. This is called a pre-release. A pre-release is closed out

as soon as the underlying ordinary shares are delivered to the depositary. The depositary may pre-release ADRs or underlying securities upon receipt of pre-released ADRs only if:

In general, the number of pre-released ADSs will not evidence more than 30% of all ADSs outstanding at any given time, excluding those evidenced by pre-released ADRs. However, the depositary may change or disregard such limit from time to time in certain circumstances.

The depositary will keep books for the registration and transfer of ADRs. These books will be open at all reasonable times for inspection by you, provided that you are inspecting the books for a purpose related to us, the deposit agreement or the ADRs.

The depositary will make available for your inspection any reports or communications, including any proxy material, received from us, as long as these materials are received by the depositary as the holder of the ordinary shares or other deposited securities underlying the ADSs and are generally available to our shareholders. At our written request, the depositary will also send copies of reports, notices and communications to you.

This summary is of a general nature and is included herein solely for informational purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. No representation with respect to the consequences to any particular purchaser of the notes is made hereby. Prospective purchasers should consult their own tax advisers with respect to their particular circumstances and the effect of national, state or local tax laws to which they may be subject.

South Africa imposes tax on a residence basis. Generally non-residents do not pay tax in South Africa except in the following circumstances:

Non-residents will pay income tax on any amounts received by or accrued to them from a source within (or deemed to be within) South Africa. Interest earned by a non-resident on a convertible bond issued by a South African company will be from a South African source. However, Section 10(1)(hA) of the Income Tax Act, 1962 (as amended), or the Act, exempts interest received by or accrued to a non-resident from income tax. This exemption does not apply if:

No withholding tax is deductible in respect of interest payments made by the issuer of the convertible bonds to non residents investors. No income tax is payable on dividends paid to residents or non-residents, in terms of Section 10(1)(k) of the Act. Withholding tax on dividends is not imposed on non-resident shareholders of companies listed in South Africa. Non-residents will receive the same dividend as South African resident shareholders. Prior to payment of the dividend, the company pays secondary tax on companies at a rate of 12.5% of the total dividend, but the full amount of the dividend is paid to shareholders.

Non-residents are generally not subject to capital gains tax, or CGT, in South Africa. They will only be subject to CGT on gains arising from the disposal of capital assets if the assets disposed of consist of:

If the non residents are not subject to CGT because the assets disposed of do not fall within the categories described above, it follows that they will also not be able to claim the capital losses arising from the disposal of the assets.

The following summary describes certain U.S. federal Income Tax Considerations of the purchase, ownership and disposition of the notes and any ordinary shares or ADSs received upon the conversion of the notes. It deals only with purchasers of the notes who hold the notes and any ordinary shares or ADSs received upon the conversion of the notes as capital assets for U.S. federal income tax purposes. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), published rulings, judicial decisions and the Treasury regulations, all as currently in effect and all of which are subject to change, possibly on a retroactive basis. This summary has no binding effect or official status of any kind; we cannot assure holders that the conclusions reached below would be sustained by a court if challenged by the Internal Revenue Service.

This summary does not address all aspects of U.S. federal income taxation that may be applicable to holders in light of their particular circumstances and does not address special classes of holders subject to special treatment (such as dealers in securities or currencies, partnerships or other pass-through entities, financial institutions, life insurance companies, banks, tax-exempt organizations, certain expatriates or former long-term residents of the United States, persons holding the notes, ordinary shares or ADSs as part of a "hedge," "conversion transaction," "synthetic security," "straddle," "constructive sale" or other integrated investment, persons whose functional currency in not the U.S. dollar, or persons that actually or constructively own ten percent or more of our voting stock). This summary addresses only U.S. federal Income Tax Considerations and does not address the effect of any state, local, or foreign tax laws that may apply, or the alternative minimum tax or, except as provided below under the heading "passive foreign investment company," the application of the federal estate or gift tax.

A "U.S. holder" is a beneficial owner of a note that is, for U.S. federal income tax purposes,

A "Non-U.S. holder" is any beneficial owner that, for U.S. federal income tax purposes, is not a U.S. holder.

If a partnership holds any notes, ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding any notes, ordinary shares or ADSs should consult their tax advisors.

Because individual circumstances may differ, prospective purchasers of the notes should consult their own tax advisors concerning the U.S. federal Income Tax Considerations applicable to their particular situations as well as any consequences to them arising under the tax laws of any foreign, state or local taxing jurisdiction.

Payments of stated interest on a note should be taxable to a U.S. holder as ordinary income at the time it is received or accrued, in accordance with such holder's method of accounting for U.S. federal income tax purposes. The interest will be treated as foreign source income for foreign tax credit and other purposes. In computing the separate foreign tax credit limitations, interest on the notes should generally constitute "passive income," or in the case of certain U.S. holders, "financial services income."

The notes were offered at a discount from their stated redemption price at maturity and accordingly, U.S. holders of notes will be subject to special rules relating to the accrual of income for such purposes. For U.S. federal income tax purposes, the excess of the stated redemption price at maturity of each note over the issue price (the first price at which a substantial amount of the notes were sold to the public, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) constitutes original issue discount. U.S. holders will be required to include original issue discount in income periodically over the term of the notes before receipt of the cash or other payment attributable to such income. The amount of original issue discount includible in income by a U.S. holder is the sum of the daily portions of original issue discount with respect to the note for each day during the taxable year or portion thereof in which such U.S. holder holds such note. A daily portion is determined by allocating to each day in any accrual period a pro rata portion of the original issue discount that accrued in such period. The accrual period of a note may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first or last day of an accrual period. The amount of original issue discount that accrues with respect to any accrual period is the product of the note's adjusted issue price at the beginning of such accrual period and its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of such period. The adjusted issue price of a note at the start of any accrual period is equal to its issue price, increased by the accrued original issue discount for each prior accrual period and reduced by any payments of interest, other than stated interest, and any payment of principal made on such note.

It is possible that the notes may be treated as equity rather than debt for U.S. federal income tax purposes. If the notes are treated as equity, payments denominated as interest (or discount) and received with respect to the notes would be characterized as dividends for U.S. federal income tax purposes and would generally be taxable to a U.S. holder in the manner discussed in "Ownership of Ordinary Shares or ADSs" below. U.S. holders are urged to consult their own tax advisors regarding the proper characterization of the notes for U.S. federal income tax purposes.

If a U.S. holder purchases a note for an amount that is less than its "revised issue price," the amount of such difference is treated as "market discount" for U.S. federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years until maturity (from the date of acquisition). The revised issue price of a note for these purposes should be equal to its issue price, increased by the amount of any original issue discount that has accrued on the note and decreased by any principal payments previously made on the note.

Under the market discount rules of the Code, a U.S. holder is required to treat any gain on the sale, exchange, retirement or other taxable disposition of a note as ordinary income to the extent of the accrued market discount that has not been previously included in income. If a U.S. holder disposes of a note with market discount in certain otherwise nontaxable transactions, such holder may be required to include accrued market discount as ordinary income as if the holder had sold the note at its then fair market value. In general, market discount accrues on a ratable basis over the remaining term of the note. A U.S. holder may, however, make an irrevocable election to accrue market discount on a constant yield to maturity basis. A U.S. holder might be required to defer all or a portion of the interest expense on indebtedness incurred or continued to purchase or carry a note with market discount. A U.S. holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. An election made to include market discount in income as it accrues will apply to all debt instruments that a U.S. holder acquires on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the Internal Revenue Service.

The rules governing market discount are complicated and U.S. holders should consult their own tax advisors concerning the application of these rules.

A U.S. holder that purchases a note for an amount that is less than or equal to the stated redemption price at maturity of the note but in excess of the note's adjusted issue price is generally permitted to reduce the daily portion of original issue discount by an amount equal to the product of (x) the amount of such daily portion of original issue discount and (y) a fraction, the numerator of which is the excess of the U.S. holder's adjusted tax basis in the note immediately after its purchase over the adjusted issue price of the note, and the denominator of which is the aggregate amount of original issue discount includible in income with respect to the note after the date on which such note is purchased. As an alternative to reducing the amount of original issue discount otherwise includible in income by this fraction, the U.S. holder may elect to compute original issue discount accruals by treated the purchase as a purchase at original issuance and apply the constant yield method described above.

The rules governing acquisition premium are complicated and U.S. holders should consult their own tax advisors concerning the application of these rules.

In general, if a U.S. holder purchases a note for an amount in excess of the stated redemption price at maturity of the note, such excess will constitute "amortizable bond premium." Amortizable bond premium, however, will not include any premium attributable to a note's conversion feature. The premium attributable to the conversion feature is the excess, if any, of the note's purchase price over what the note's fair market value would be if there were no conversion feature. A U.S. holder may elect to amortize the bond premium as an offset to interest income otherwise required to be included in income in respect of the note during the taxable year using a constant-yield method over the remaining term of the note (or, if it results in a smaller amount of amortizable premium, until an earlier call date). Such amortization will cease upon exchange of the notes for ordinary shares or ADSs. Under U.S. Treasury Regulations, the amount of amortizable bond premium that may be deducted in any accrual period is limited to the amount by which a U.S. holder's total interest inclusions on the note in prior accrual periods exceed the total amount treated as a bond premium deduction in prior accrual periods. If any of the excess bond premium is not deductible, that amount is carried forward to the next accrual period.. Any election to amortize bond premium applies to all taxable debt instruments acquired by the U.S. holder on or after the first day of the first taxable year

to which such election applies and may be revoked only with the consent of the Internal Revenue Service.

Except as set forth below under "—Exercise of Conversion Rights," upon a sale, exchange, redemption or other taxable disposition of a note, a U.S. holder generally will recognize gain or loss equal to the difference between (i) the U.S. dollar value of the amount of cash plus the fair market value of any property received (less any amount received in respect of accrued interest not previously included in income, which will be taxable as ordinary interest income) and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note will generally equal the purchase price of the note increased by any original issue discount and market discount, if any, previously included in income and decreased by the amount of any amortizable bond premium taken with respect to such note. Subject to the application of the "passive foreign investment company" rules discussed below, gain or loss recognized on the taxable disposition of a note will be capital gain or loss, except as described under "Market Discount" above, and will be long-term capital gain or loss if at the time of the taxable disposition, the note has been held by the U.S. holder for more than one year. Under current law, long-term capital gains of non-corporate holders are generally taxed at a lower rate than ordinary income. The deductibility of capital losses is subject to limitations. The gain realized by a U.S. holder upon the taxable disposition of a note will generally be treated as from sources within the United States for foreign tax credit and other purposes. The loss realized loss realized by a U.S. holder on a taxable disposition of a note also will be treated as from sources within the United States, with specified exceptions relating to accrued but unpaid interest, offsetting positions and certain other situations.

Gain or loss recognized on the taxable disposition of a note that is attributable to changes in currency exchange rates will be treated as ordinary income or loss and generally will not be treated as interest income or expense, except to the extent provided by administrative pronouncements of the Internal Revenue Service. Gain or loss attributable to changes in currency exchange rates will be recognized on the taxable disposition of a note only to the extent of the total gain or loss recognized on such disposition.

A U.S. holder of a note will not recognize gain or loss upon the conversion of a note into ordinary shares or ADSs except with respect to cash received in lieu of fractional shares. A U.S. holder will be required to include in income the daily portions of the original issue discount (and market discount, if you have elected to include market discount in income on a current basis) not previously included in income with respect to the notes, up to the date of conversion. The holding period of the shares received upon conversion will include the period during which the note was held and the U.S. holder's aggregate tax basis in the shares received upon conversion will be equal to the U.S. holder's aggregate tax basis in the note at the time of conversion, less the portion allocable to any fractional share. It is possible, however, that the Internal Revenue Service may argue that the holding period of the shares allocable to accrued original issue discount (and possibly market discount, if you have elected to include market discount in income on a current basis) will commence on the day following the date of the conversion. Although the law is unclear, if a U.S. holder converts notes with market discount and has not elected to include market discount currently in income, the amount of accrued market discount which existed on the date of conversion should be treated as ordinary income on the disposition of the ordinary shares or ADSs received by the U.S. holder in such conversion to the extent of gain recognized upon the disposition of such ordinary shares or ADSs. A U.S. holder of a note will generally recognize capital gain or loss for U.S. federal income tax purposes upon the receipt of cash in lieu of a fractional share in an amount equal to the difference between the amount of cash received

and the holder's tax basis in such fractional share. This gain or loss should be capital gain or loss, and should be taxable as described above under "—Disposition of the Notes."

The conversion rate of the notes is subject to adjustment under specified circumstances. Under Section 305 of the Code and applicable Treasury regulations, an adjustment to the conversion rate, or a failure to adjust the conversion rate, may result in a taxable constructive stock dividend to U.S. holders of the notes if, and to the extent that, these adjustments to the conversion rate, or failures to adjust the conversion rate, increase the proportionate interest of a U.S. holder of a note in our earnings and profits or assets, whether or not such holder ever converts the note into ordinary shares or ADSs. Any taxable constructive stock dividend would result in ordinary income to such U.S. holders to the extent of our current or accumulated earnings and profits, with any excess treated as a tax-free return of capital up to such U.S. holders' tax basis in the notes, and then as capital gain. We do not intend to calculate our earnings or profits for U.S. federal income tax purposes.

For purposes of the Code, U.S. holders of ADSs will be treated for U.S. federal income tax purposes as the owner of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to U.S. federal income tax.

For U.S. federal income tax purposes, distributions with respect to the ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that are treated as exchanges, will be taxed to U.S. holders as ordinary dividend income to the extent that the distributions do not exceed our current and accumulated earnings and profits. For U.S. federal income tax purposes, the amount of any distribution received by a U.S. holder will equal the U.S. dollar value of the sum of the South African Rand payments made (including the amount of South African income taxes, if any, withheld with respect to such payments), determined at the "spot rate" on the date the dividend distribution is includible in such U.S. holder's income, regardless of whether the payment is in fact converted into Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a U.S. holder includes the dividend payment in income to the date such holder converts the payment into U.S. dollars will be treated as ordinary income or loss. Distributions, if any, in excess of our current and accumulated earnings and profits will constitute a non-taxable return of capital and will be applied against and reduce the holder's basis in the ordinary shares or ADSs. To the extent that these distributions exceed the U.S. holder's tax basis in the ordinary shares or ADSs, as applicable, the excess generally will be treated as capital gain, subject to the discussion below under the heading "Passive Foreign Investment Company." We do not intend to calculate our earnings or profits for U.S. federal income tax purposes.

For purposes of this discussion, the "spot rate" generally means a rate that reflects a fair market rate of exchange available to the public for currency under a "spot contract" in a free market and involving representative amounts. A "spot contract" is a contract to buy or sell a currency on or before two business days following the date of the execution of the contract. If such a spot rate cannot be demonstrated, the Internal Revenue Service has the authority to determine the spot rate.

Dividend income derived with respect to the ordinary shares or ADSs will constitute "portfolio income" for purposes of the limitation on the use of passive activity losses and, therefore, generally may not be offset by passive activity losses, and as "investment income" for purposes of the limitation on the deduction of investment interest expense. Such dividends will not be eligible for the dividends received deduction generally allowed to a U.S. corporation under Section 243 of the Code. Dividend income will be treated as foreign source income for foreign tax credit and other purposes. In

computing the separate foreign tax credit limitations, dividend income should generally constitute "passive income," or in the case of certain U.S. holders, "financial services income."

As discussed under "South African Tax Considerations" above, South Africa currently does not impose any withholding tax on distributions with respect to the ordinary shares or ADSs. Should South Africa decide in the future to impose a withholding tax on such distributions, the tax treaty between the United States and South Africa would limit the rate of this tax to 5 percent of the gross amount of the distributions if a U.S. holder holds directly at least 10 percent of our voting stock and up to 15 percent of the gross amount of the distributions in all other cases. In addition, if South Africa decided in the future to impose a withholding tax on distributions with respect to the ordinary shares or ADSs, a determination would need to be made at such time as to whether any South African income taxes withheld would be treated as foreign income taxes eligible for credit against such U.S. holder's U.S. federal income tax liability, subject to limitations and conditions generally applicable under the Code. Any such taxes may be eligible at the election of such U.S. holder, for deduction in computing such U.S. holder's taxable income. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions is complex and involves the application of rules that depend on a U.S. holder's particular circumstances. U.S. holders are urged to consult their own tax advisors regarding the availability to them of foreign tax credits or deductions in respect of South African income taxes withheld.

Upon a sale, exchange, or other taxable disposition of ordinary shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized on the sale or exchange and such holder's adjusted tax basis in the ordinary shares or ADSs. Subject to the application of the "passive foreign investment company" rules discussed below and subject to the rules discussed under "Exercise of Conversion Rights" above with respect to notes with market discount, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ordinary shares or ADSs for more than one year. Gain or loss recognized by a U.S. holder on the taxable disposition of ordinary shares or ADSs generally will be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes.

In the case of a cash basis U.S. holder who receives Rand in connection with the taxable disposition of ordinary shares or ADSs, the amount realized will be based on the spot rate as determined on the settlement date of such exchange. A U.S. holder who receives payment in Rand and converts Rand into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.

An accrual basis U.S. holder may elect the same treatment required of cash basis taxpayers with respect to a taxable disposition of ordinary shares or ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service. In the event that an accrual basis holder does not elect to be treated as a cash basis taxpayer, such U.S. holder may have a foreign currency gain or loss for U.S. federal income tax purposes because of the differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss will be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by such U.S. holder on the disposition of such ordinary shares or ADSs.

Non-U.S. Holders Subject to the discussion below concerning information reporting and backup withholding, payments to a Non-U.S. holder on the notes, ordinary shares or ADSs, or gain realized by a Non-U.S. holder on the sale, exchange or other taxable disposition of the notes, ordinary shares or ADSs, will not be subject to U.S. federal income or withholding tax unless (i) such income is effectively

connected with a trade or business conducted by such Non-U.S. holder in the United States and, if required by an applicable income tax treaty as a condition for subjecting such Non-U.S. holder to U.S. taxation on a net income basis, such income is attributable to a permanent establishment such Non-U.S. holder maintains in the United States or (ii) in the case of a sale of notes, ordinary shares or ADSs by a Non-U.S. holder who is an individual, such individual was present in the United States for at least 183 days during the taxable year in which the gain is realized and other specified conditions are met.

Income that is effectively connected to the conduct of a U.S. trade or business by a Non-U.S. holder will generally be subject to regular U.S. federal income tax in the same manner as if it were realized by a U.S. holder. In addition, if a corporate Non-U.S. holder recognizes "effectively connected" income, such Non-U.S. holder may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, or at a lower rate if such Non-U.S. holder is eligible for the benefits of an income tax treaty that provides for a lower rate.

A special and adverse set of U.S. federal income tax rules apply to a U.S. holder that holds stock or an option to acquire stock in a passive foreign investment company ("PFIC"). The notes may be treated as including an option to acquire our ordinary shares. We would be a PFIC for U.S. federal income tax purposes if for any taxable year either (i) 75% or more of our gross income, including our pro rata share of the gross income of any company in which we are considered to own 25% or more of the shares by value, were passive income or (ii) 50% or more of our average total assets (by value), including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value, were assets that produced or were held for the production of passive income. If we were a PFIC, U.S. holders of the notes, ordinary shares or ADSs would be subject to special rules with respect to (i) any gain recognized upon the disposition of the notes, ordinary shares or ADSs and (ii) with respect to U.S. holders of the ordinary shares or ADSs, any receipt of an excess distribution (generally, any distributions to a U.S. holder during a single taxable year that is greater than 125% of the average amount of distributions received by such U.S. holder during the three preceding taxable years in respect of the ordinary shares or ADSs or, if shorter, such U.S. holder's holding period for the ordinary shares or ADSs). Under these rules:

Although we generally will be treated as a PFIC as to any U.S. holder if we are a PFIC for any year during a U.S. holder's holding period, if we cease to satisfy the requirements for PFIC classification, the U.S. holder may avoid PFIC classification for subsequent years if such holder elects to recognize gain based on the unrealized appreciation in the notes, ordinary shares or ADSs through the close of the tax year in which we cease to be a PFIC. Additionally, if we are a PFIC, a U.S. holder who acquires notes, ordinary shares or ADSs from a decedent would be denied the normally available step-up in tax basis for such notes, ordinary shares or ADSs to fair market value at the date of death and instead would have a tax basis equal to the lower of the fair market value or the decedent's tax basis.

A U.S. holder who beneficially owns stock or an option to acquire stock in a PFIC must file Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with the Internal Revenue Service for each tax year such holder holds stock or an option to acquire stock in a PFIC. This form describes any distributions received with respect to such stock and any gain realized upon the disposition of such stock or option to acquire stock.

A U.S. holder of the ordinary shares or ADSs that are treated as "marketable stock" under the PFIC rules may be able to avoid the imposition of the special tax and interest charge described above by making a mark-to-market election. Pursuant to this election, the U.S. holder would include in ordinary income or loss for each taxable year an amount equal to the difference as of the close of the taxable year between the fair market value of the ordinary shares or ADSs and the U.S. holder's adjusted tax basis in such ordinary shares or ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years. If a mark-to-market election with respect to ordinary shares or ADSs is in effect on the date of a U.S. holder's death, the tax basis of the ordinary shares or ADSs in the hands of a U.S. holder who acquired them from a decedent will be the lesser of the decedent's tax basis or the fair market value of the ordinary shares or ADSs. Although a mark-to-market election is not currently permitted with respect to our notes, future regulations might permit this election, possibly on a retroactive basis. U.S. holders desiring to make the mark-to-market election should consult their tax advisors with respect to the application and effect of making the election for the notes, the ordinary shares or ADSs.

In the case of a U.S. holder who holds notes, ordinary shares or ADSs and who does not make a mark-to-market election, the special tax and interest charge described above will not apply if such holder makes an election to treat us as a "qualified electing fund" in the first taxable year in which such holder owns the notes, ordinary shares or ADSs and if we comply with certain reporting requirements. However, we do not intend to supply U.S. holders with the information needed to report income and gain pursuant to a "qualified electing fund" election in the event that we are classified as a PFIC. Under current Treasury regulations, a "qualified electing fund" election cannot be made with respect to the notes.

We believe that we were not a PFIC for our 2002 fiscal year ending June 30, 2002. However, as the tests for determining whether we would be a PFIC for any taxable year are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to this determination. In addition, depending on how quickly we employ the net proceeds realized from the sale of the notes in this offering, the amount of such net proceeds and the earnings thereon may affect our PFIC status. Moreover, certain factors in the PFIC determination, such as reductions in the market value of our capital stock, are not within our control and can cause us to become a PFIC. Accordingly, there can be no assurance that we will not become a PFIC.

Rules relating to a PFIC are very complex. U.S. holders are urged to consult their own tax advisors regarding the application of PFIC rules to their investments in the notes, ordinary shares or ADSs.

Payments made in the United States or through certain U.S.-related financial intermediaries of interest (including original issue discount) or dividends, or the proceeds of the sale or other disposition of, the notes, ordinary shares or ADSs may be subject to information reporting and U.S. federal backup withholding if the recipient of such payment is not an "exempt recipient" and fails to supply certain identifying information, such as an accurate taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. The backup withholding tax rate of 30% will be reduced to

29% for payments made during the years 2004 and 2005 and 28% for payments made during the years 2006 through 2010. For payments made after 2010, the backup withholding rate will be increased to 31%. Payments made with respect to the notes, ordinary shares or ADSs to a U.S. holder must be reported to the Internal Revenue Service, unless the U.S. holder is an exempt recipient or establishes an exemption. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is refundable or allowable as a credit against the holder's U.S. federal income tax, provided that the required information is furnished to the Internal Revenue Service.

A Non-U.S. holder may be required to comply with certification procedures to establish that the holder is not a U.S. person in order to avoid backup withholding tax and information reporting requirements discussed above.

This prospectus does not address the tax consequences of ownership of the notes by holders resident in countries other than the United States. Prospective purchasers of notes should consult their own tax advisors with respect to the tax considerations in the jurisdiction of their residence applicable to their individual circumstances.

The notes were originally issued by us and sold by CIBC World Markets Corp. and certain affiliates of CIBC World Markets Corp., or the Initial Purchaser, in a transaction exempt from the registration requirements of the Securities Act to persons reasonably believed by the Initial Purchaser to be "qualified institutional buyers" as defined by Rule 144A under the Securities Act or pursuant to Regulation S under the Securities Act. The selling securityholders may from time to time offer and sell pursuant to this prospectus any or all of the notes listed below and our ordinary shares or ADSs which may be issued upon conversion of such notes. When we refer to the "selling securityholders" in this prospectus, we mean those persons listed in the table below, as well as the permitted pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders' interests.

The table below sets forth the name of each selling securityholder, the principal amount of notes that each selling securityholder may offer pursuant to this prospectus and the number of our ordinary shares or ADSs into which such notes are convertible. Unless set forth below, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.

We have prepared the table below based on information given to us by the selling securityholders on or prior to December 10, 2002. However, any or all of the notes or our ordinary shares of ADSs listed below may be offered for sale pursuant to this prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amounts of notes or number or ordinary shares or ADSs that will be held by the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date as of which the information in the table is presented.

Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements. From time to time, additional information concerning ownership of the notes and our ordinary shares or ADSs may rest with certain holders thereof not named in the table below and of whom we are unaware.

Name and Address	Aggregate Principal Amount of Notes that May Be Sold			Number of Our Ordinary Shares/ADSs That May Be Sold(1)
Amaranth L.L.C. One American Lane Greenwich, Ct 06831	$	24,650,000	37.35	%	6,573,334	3.58	%
DBAG—London 31 West 52^nd Street New York, NY 10019	$	19,500,000	29.55	%	5,200,000	2.83	%
JP Morgan Securities Inc.(3) 500 Stanton Christiana Road Newark, DE 19713	$	7,500,000	11.36	%	2,000,000	1.09	%
Sunrise Partners Limited Partnership Two American Lane Greenwich CT 06836-2571	$	4,350,000	6.59	%	1,160,000	*

The information set forth above assumes that any other holders of notes, or any future pledgees, donees, assignees, transferees or successors of or from any such other holders of notes, do not beneficially own any of our ordinary shares or ADSs other than the ordinary shares or ADSs which may be issued upon conversion of the notes.

We are registering the notes and our ordinary shares, including ordinary shares underlying the ADSs, which may be issued upon conversion of the notes covered by this prospectus to permit securityholders to conduct public secondary trading of these securities from time to time after the date of this prospectus. We have agreed, among other things, to bear all expenses, other than underwriting discounts, selling commissions and transfer taxes, if any, in connection with the registration and sale of the notes and our ordinary shares covered by this prospectus,

We will not receive any of the proceeds from the offering of the notes, our ordinary shares or our ADSs by the selling securityholders. We have been advised by the selling securityholders that the selling securityholders may sell all or a portion of the notes and our ordinary shares or ADSs beneficially owned by them and offered hereby from time to time:

The notes, our ordinary shares and our ADSs may be sold from time to time in one or more transactions at:

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling securityholders from the sale of the notes, our ordinary shares or our ADSs offered by them hereby will be the purchase price of the notes, our ordinary shares or our ADSs less discounts and commissions, if any.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with sales of the notes, our ordinary shares and our ADSs or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes, our ordinary shares and our ADSs in the course of hedging their positions. The selling securityholders may also sell the notes, our ordinary shares and our ADSs short and deliver notes, our ordinary shares and our ADSs to close out short positions, or loan or

pledge notes, our ordinary shares and our ADSs to broker-dealers that in turn may sell the notes, our ordinary shares and our ADSs.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriters, broker-dealer or agent regarding the sale of the notes, our ordinary shares and our ADSs by the selling securityholders. Selling securityholders may not sell any, or may not sell all, of the notes, our ordinary shares and our ADSs offered by them pursuant to this prospectus. In addition, we cannot assure you that a selling securityholder will not transfer, devise or gift the notes, our ordinary shares or our ADSs by other means not described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

Our outstanding ordinary shares are listed for trading on the JSE. Our ADSs are listed for trading on the Nasdaq SmallCap Market. Each ADS represents one ordinary share.

The selling securityholders and any broker and any broker-dealers, agents or underwriters that participate with the selling securityholders in the distribution of the notes, our ordinary shares or our ADSs may be deemed to be "underwriter" within the meaning of the Securities Act. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of the notes, our ordinary shares or our ADSs purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the selling securityholders may be deemed to be underwriting commissions.

The notes were issued and sold in November 2002 in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchaser to be "qualified institutional buyers," as defined in Rule 144A under the Securities Act, or pursuant to Regulation S under the Securities Act. We have agreed to indemnify the initial purchaser and each selling securityholder, and each selling securityholder has agreed to indemnify us, the initial purchaser and each other selling securityholder, against specified liabilities arising under the Securities Act.

The selling securityholders and any other person participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the notes and the ordinary shares or ADSs by the selling securityholders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and the ordinary shares or ADSs to engage in market-making activities with respect to the particular notes and the ordinary shares or ADSs being distributed for a period of up to five business days prior to the commencement of the distribution. This may affect the marketability of the notes and the ordinary shares or ADSs and the ability of any person or entity to engage in market-making activities with respect to the notes and the ordinary shares or ADSs.

All expenses of the registration of the securities, including, without imitation, SEC filing fees and expenses of compliance with state securities or "blue sky" laws will be paid by us; provided, however, that the selling securityholders will pay all underwriting discounts, selling commissions and transfer taxes, if any, relating to the sale or disposition of such selling securityholders' securities pursuant to this prospectus. Subject to some limitations, the selling securityholders will be indemnified by us against civil liabilities, including liabilities under the Securities Act, or will be entitled to contribution in connection therewith. Subject to some limitations, we will be indemnified by the selling securityholders against civil liabilities, including liabilities under the Securities Act, or will be entitled to contribution in connection therewith.

We are incorporated in South Africa. Substantially all of our directors and executive officers (and certain experts named herein) reside outside of the United States. Substantially all of the assets of these persons and substantially all of our assets are also located outside the United States. As a result, it may not be possible for investors to effect service of process on these persons or us within the United States or to enforce a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof against these persons or us. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

We are paying all of the selling securityholders' expenses related to this offering, except the selling securityholders will pay any applicable broker's commissions and expenses. The following table sets forth the approximate amount of fees and expenses payable by the selling securityholders in connection with this registration statement and the distribution of the notes, and the ordinary shares or ADSs

issuable upon conversion of the notes, being registered hereby. All amounts shown are estimated, except the SEC registration fee.

SEC registration fee		$	6072.00
Printing and engraving expenses		$
Legal fees and expenses		$
Accounting fees and expenses		$
Trustee and transfer agent fees		$
Miscellaneous		$

	Total	$

Certain legal matters will be passed upon by Fulbright & Jaworski L.L.P., our special U.S. counsel located at 666 Fifth Avenue, New York, New York 10103. Certain legal matters will be passed upon by Bowman Gilfillan Inc., our South African counsel located at Twin Towers West—9^th Floor, Sandton City, Johannesburg 2146, South Africa.

Our financial statements and the related financial statement schedules incorporated into this prospectus by reference to our Annual Report on Form 20-F for the year ended June 30, 2002 have been audited by Deloitte & Touche, South Africa, independent auditors, located at Deloitte & Touche Place, The Woodlands, 20 Woodlands Drive, Woodmead, Johannesburg, 2196, South Africa,as stated in their reports incorporated herein by reference and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The information included in this prospectus with respect to our reserves pertaining to our mining operations has been verified by Resource Service Group, located at 35 Ventnor Avenue, 2^nd Floor, West Perth, Western Australia, 6005, and has been included herein in reliance upon the authority of that firm as experts in mining, geology and ore reserve determination.

We are subject to the informational requirements of the Exchange Act which means that we file reports, proxy and information statements and other information with the SEC. You can inspect and copy those reports, proxy and information statements and other information at the SEC's public reference room located at Judiciary Plaza, 450 Fifth Street, NW., Room 1024, Washington, D.C. 20549. You can obtain copies of this material at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC toll-free at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants such as us that file electronically with the SEC. The address of this website is http://www.sec.gov.

We "incorporate by reference" into this prospectus certain information we file with the SEC, which means that we can disclose important information to you by referring to another document filed separately with the SEC. The information that we file after the date of this prospectus with the SEC will automatically update and supersede this information. In addition, the information that we file after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference in this prospectus. We incorporate by reference into

this prospectus the documents listed below and any future filings made with the SEC, including prior to the effectiveness of the registration statement of which this prospectus is a part, under Section 13 (a), 13 (c), 14 or 15 (d) of the Exchange Act, and any reports submitted on Form 6-K that identify on such forms that they are being incorporated by reference into this prospectus, until all of the notes, ordinary shares or ADSs offered hereby are sold or until this offering is otherwise terminated:

Any statement contained in a document incorporated or considered to be incorporated by reference in this prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that is or is considered to be incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

You may request a copy of any of the documents which are incorporated by reference in this prospectus, other than exhibits which are not specifically incorporated by reference into such documents and the memorandum and articles of association of ours, at no cost, by writing or telephoning us at the following:

Subject to the provisions of Section 247 and 248 of the Companies Act, 1973 (as amended), our Articles allows us to indemnify, out of our funds, our Directors, managers, auditors, secretaries and other officers and employees against all costs, losses and expenses incurred by him or which he may become liable to pay in the discharge of his duties or in his capacity as a Director, manager, auditor, secretary or other officer or employee. This indemnity applies to any liability incurred by such person in defending any civil or criminal proceedings relating to any act or omission committed by such person as our Director, manager, auditor, secretary or other officer or employee. This indemnification does not exempt any director from any liability incurred due to his negligence, default, breach of duty or breach of trust of which he may be guilty of in relation to us.

We maintain insurance to protect our directors, managers, auditors, secretaries and other officers and employees against potential claims.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a past-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (ss.239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or ss.210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted against the Registrant by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has theretofore been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, Durban Roodepoort Deep, Limited certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Johannesburg, South Africa, on January 28, 2003.

Each person whose signature appears below constitutes and appoints Mark M. Wellesley Wood and Ian L. Murray, or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Securities Offered		$66,000,000 aggregate principal amount of 6% Senior Convertible Notes due 2006.
Maturity		November 12, 2006, with actual payment to be made on or before five business days following maturity.
Payment of Principal on Maturity		On or before the fifth business day immediately following maturity, we will pay 102.5% of the principal amount, or the full accreted amount of the notes, and all accrued interest thereon. Accordingly, the notes were issued with original issue discount. On or before the fifth business day immediately following the maturity date of the notes, at our option but subject to obtaining all required regulatory approvals and unless an Event of Default has occurred and is continuing, instead of paying the full accreted amount of the notes in cash, we may pay the full accreted amount of the notes in our ordinary shares, or ADSs or in a combination of cash and ordinary shares or ADSs, such ordinary shares to be valued at 90% of the 30 trading day volume weighted average price of the ordinary shares or ADSs on the Nasdaq SmallCap Market or a substitute national securities exchange upon which such ordinary shares or ADSs may then be listed for each of the thirty consecutive trading days ending with the third trading day prior to the repayment date. We may only pay the accreted amount of the notes in ordinary shares or ADSs if the conditions provided in the Indenture designed to ensure that such shares will be freely transferable are satisfied.
Offering Price		100% of the principal amount of the notes plus accrued interest, if any, from November 12, 2002. The notes were issued with original issue discount attributable to the premium payable by us upon the redemption or repayment of the notes at maturity.
Interest		We will pay interest on the notes semi-annually in arrears on May 12 and November 12 of each year, commencing May 12, 2003.
Conversion		The notes are convertible at the option of the holder into ordinary shares at a conversion rate of 266.6667 ordinary shares per $1,000 principal amount of the notes, which is equivalent to a conversion price of approximately $3.75 per share. The conversion rate is subject to adjustment. Upon conversion we will issue, or cause to be issued, our ordinary shares or, at your option, ADSs representing our ordinary shares. Until either (a) the note being converted has been transferred pursuant to an effective registration statement or (b) the note is not otherwise a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act, however, you may only receive ordinary shares upon conversion of the notes and not ADSs.

		You may convert the notes at any time on or before the close of business on the maturity date, unless we have previously redeemed or repurchased the notes; provided, however, that if a note is called for redemption or repurchase, you will be entitled to convert the note at any time before the close of business on the date immediately preceding the date fixed for redemption or repurchase, as the case may be.
Ranking; Security		The notes rank pari passu to all present and future indebtedness of Durban Roodepoort Deep, Limited. The notes are effectively subordinated to present and future secured indebtedness of Durban Roodepoort Deep, Limited to the extent of the value of any security underlying such indebtedness. The notes are unsecured. The notes are structurally subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries. As of September 30, 2002, Durban Roodepoort Deep, Limited had R69.5 million ($6.6 million) of secured indebtedness and our subsidiaries had R315.4 million ($29.9 million) of indebtedness and other liabilities outstanding. The indenture under which the notes were issued does not restrict our incurrence of indebtedness, including secured indebtedness or our subsidiaries' incurrence of indebtedness.
Yield-to-Maturity of Notes		6.557% per year, computed on a semi-annual bond equivalent basis and calculated from November 12, 2002.
Original Issue Discount		The notes were offered with original issue discount for U.S. federal income tax purposes equal to the stated redemption price at maturity of the note less the issue price to investors. U.S. holders will be required to include original issue discount in income as it accrues regardless of their method of tax accounting. See "Certain Income Tax Considerations — United States."
Global Note; Book-Entry System		The notes were issued only in fully registered form without interest coupons and in minimum denominations of $1,000. The notes are represented by one or more permanent global notes in fully registered form without coupons. The Rule 144A global note was deposited with a custodian for and registered in the name of a nominee of DTC, in New York, New York. The Regulation S global note was deposited with, and registered in the name of a nominee for, a common depositary for Euroclear and Clearstream.

Provisional Redemption		We may redeem the notes, in whole or in part, at any time after November 12, 2005, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued original issue discount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption on giving not less than 30 nor more than 60 days notice if (1) the closing price of our ADSs on the Nasdaq SmallCap Market or substitute national securities exchange has exceeded 150% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day immediately before the date of mailing of the provisional redemption notice and (2) the registration statement covering the resale of the notes and the ordinary shares and ordinary shares underlying the ADSs issuable upon conversion of the notes is effective and available for use and is expected to remain effective and available for use for 30 days following the provisional redemption date, unless registration is no longer required.
Redemption for Tax Reasons		We may redeem the notes prior to maturity in certain cases in the event of the imposition of withholding taxes. See "Description of the Notes —Redemption for Changes in South African Tax Law".
Repurchase at Option of Holders Upon a Change in Control		Upon a Change in Control, as that term is defined in this prospectus, you will have the right, subject to certain conditions and restrictions, to require us to repurchase your notes, in whole or in part, at 101% of their principal amount, plus accrued original issue discount, plus accrued and unpaid interest to the repurchase date. The repurchase price is payable in cash or, at our option, in our ordinary shares or our ADSs. However, we, or the successor entity in the Change in Control transaction, may pay the repurchase price in ordinary shares or ADSs only if the conditions provided in the indenture designed to ensure that such shares will be freely transferable are satisfied. If the repurchase price is paid in ordinary shares, the ordinary shares will be valued on substantially the same basis as the ordinary shares and ADSs would be valued if ordinary shares or ADSs were used to repay the notes at maturity. See " — Payment of Principal on Maturity." Our ability to repurchase the notes will also be conditional upon receipt of required regulatory approvals.
Registration Rights		Pursuant to a Registration Rights Agreement, we have agreed to file with the SEC within 90 days after the date of the initial issuance of the notes, and to use our reasonable best efforts to cause to become effective within 180 days after the date of the initial issuance of the notes, a shelf registration statement with respect to the resale of the notes and the resale of the ordinary shares underlying the ADSs issuable upon conversion of the notes. If we fail to comply with certain of our obligations under the Registration Rights Agreement, we will be required to pay liquidated damages on the notes.

Trading	Trading of the notes on the PORTAL Market of the Nasdaq Stock Market, Inc. to date has been extremely limited. We have been advised by the initial purchaser of the notes that it does not intend to make a market for the notes and we cannot predict whether a more active trading market for the notes will develop or, if such market develops, how liquid it will be. Our ordinary shares are listed on the JSE under the symbol "DUR", which constitutes the principal non-United States trading market for those shares. Our ordinary shares also trade on the London Stock Exchange (symbol: DBNR), Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) and Australian Stock Exchange (symbol: DRD). The ordinary shares also trade on the "over the counter" markets in Berlin, Stuttgart and Frankfurt. Our ADSs trade on the Nasdaq SmallCap Market under the symbol "DROOY", in the form of ADRs.
Tax Status	All payments in respect of the notes will be made without withholding of, or deduction for, or on account of, taxation unless the withholding or deduction is required by law. If we are required by law to withhold or deduct for South African taxes with respect to a payment to noteholders, we will (subject to customary exceptions) pay such additional amounts as may be necessary so that the net amount received by noteholders after the withholding or deduction will be not less than the amount that would have been received in the absence of such withholding or deduction. There are certain U.S. federal income tax considerations associated with purchasing, holding and disposing of the notes, the ordinary shares and the ADSs. Please refer to "Certain Income Tax Considerations—United States."
Risk Factors	You should read "Risk Factors" beginning on page 8 of this prospectus, so that you understand the risks associated with an investment in the notes.
Securities outstanding	183,511,834 ordinary shares. This amount does not include:
	•	outstanding options to purchase 5,373,581 ordinary shares;
	•	22,153,194 shares available for issuance under our share options scheme.
Governing Law	The notes and the indenture governing the notes are governed by the laws of the State of New York.

		December 31, 2002
		(Actual)
($'000's)
Short term debt		14,936
Long term debt
	Former hedging counterparties	5,060
	Other Long Term Debt	5,131
	6% Senior Convertible Notes due 2006	63,533
Total long term debt		73,724
Shareholders' equity
Share capital		359,571
Additional paid in capital		35,311
Accumulated losses		(305,167	)
Other		(46,779	)
Total shareholders' equity		42,937
Total capitalization		131,597

About this Prospectus		1
Cautionary Statement Concerning Forward-Looking Statements		1
Summary		2
The Offering		5
Risk Factors		9
Ratio of Earnings To Fixed Charges		23
Capitalization		24
Use of Proceeds		24
Price Range of Common Equity and American Depositary Shares		24
Interim Financial Information		26
Dividend Policy		29
Description of the Notes		30
Description of the Articles and Memorandum of Association and Ordinary Shares		51
Exchange Controls		54
Description of the American Depositary Shares and American Depositary Receipts		57
Certain Income Tax Considerations		64
Selling Securityholders		74
Plan of Distribution		77
Enforcement of Civil Liabilities		79
Other Expenses of Issuance and Distribution		79
Legal Matters		80
Experts		80
Available Information		80
Incorporation of Documents By Reference		80

						Average Daily Trading Volume
		Price Per Ordinary Share Rand		Price Per ADR $		Average Daily Trading Volume
Year Ended		Price Per Ordinary Share Rand		Price Per ADR $		Ordinary Shares
Year Ended	Quarter	High	Low	High	Low	Ordinary Shares	ADRs
June 30, 2001	Q1 Q2 Q3 Q4	8.40 7.35 8.60 10.70	6.30 4.40 4.80 7.30	1.19 1.06 1.13 1.40	0.94 0.59 0.66 0.88	84,560 129,260 151,865 203,547	389,700 639,416 606,303 738,865
June 30, 2002	Q1 Q2 Q3 Q4	11.00 17.10 39.00 55.00	6.50 9.40 16.00 37.35	1.39 1.45 3.58 5.59	0.79 1.07 1.36 3.37	144,134 150,426 362,608 335,649	711,759 638,327 2,369,105 4,531,973
June 30, 2003	Q1 Q2	48.00 45.00	23.80 25.80	4.56 4.54	2.31 2.87	259,772 279,442	3,224,087 3,067,297

			September 30, 2002
Reconciliation of Net Income to United States GAAP			September 30, 2002
Reconciliation of Net Income to United States GAAP			R'000		$'000
Net profit determined under SA GAAP			161,918		15,348
Adjusted for:
	Financial instruments—hedging	A	(6,925	)	(656	)
	Financial instruments—listed investments	B	(1,129	)	(107	)
	Accounting for business combinations	C	(353	)	(33	)
	Stock based compensation costs	D	(9,631	)	(913	)
	Other		3,777		358
	Deferred taxation on adjustments		2,183		207

	Effect of US GAAP adjustments		(12,078	)	(1,145	)

Net loss determined under US GAAP			149,840		14,203

Reconciliation of Shareholders' Equity to United States GAAP			September 30, 2002
			R'000		$'000
Shareholders' equity determined under SA GAAP			(674,566	)	(63,940	)
Adjusted for:
	Financial instruments—hedging	A	838,324		79,462
	Financial instruments—listed investments	B	—		—
	Accounting for business combinations	C	(20,308	)	(1,925	)
	Deferred taxation on adjustments		(250,702	)	(23,763	)
	Other		(9,466	)	(897	)

	Effect of US GAAP adjustments		557,848		52,877

Shareholders' equity determined under US GAAP			(116,718	)	(11,063	)

ADR holders must pay:		For:
$5.00 (or less) per 100 ADSs (or portion thereof)		Each issuance of an ADS, including as a result of a distribution of shares, rights or other securities or property
		Each cancellation of an ADS, including if the agreement terminates
$.02 (or less) per ADS		Any cash payment
Registration or Transfer Fees		Transfer and registration of shares on the share register of the Foreign Registrar from your name to the name of the depositary or its agent when you deposit or withdraw shares
Expenses of The Bank of New York		Conversion of foreign currency to Dollars, cable, telex and facsimile transmission expenses
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes		As necessary

Van Eck Funds International Investors Gold Fund(4) 99 Park Ave—8 Floor New York, NY 10016	$	3,000,000	4.54	%	800,000	*
The Coastal Corporation Ltd.(5) 12 Church Street—Suite 280 Hamilton HM11 Bermuda	$	2,000,000	3.03	%	533,333	*
SV Tiger Precious Master Fund, Ltd c/o Sun Valley Gold LLC 620 Sun Valley Road, P.O. Box 2211 Ketchum, Id 83340	$	1,250,000	1.89	%	333,333	*
Sun Valley Gold Master Fund, Ltd. c/o Sun Valley Gold LLC 620 Sun Valley Road, P.O. Box 2211 Ketchum, Id 83340	$	1,250,000	1.89	%	333,333	*
Silvercreek Limited Partnership c/o Silvercreek Management Inc. 1670 Bayview Ave., Suite 308 Toronto, Ontario Canada M4G32C	$	1,223,000	1.85	%	326,133	*
City Merchants High Yield Trust c/o Invesco 30 Finsbury Square London EC2A 1AG United Kingdom	$	500,000	*		133,333	*
Silvercreek II Limited c/o Silvercreek Management Inc. 1670 Bayview Ave., Suite 308 Toronto, Ontario Canada M4G32C	$	477,000	*		127,200	*
OIP Limited c/o Silvercreek Management Inc. 1670 Bayview Ave., Suite 308 Toronto, Ontario Canada M4G32C	$	180,000	*		48,000	*

4.1	*	Deposit Agreement among Durban Roodepoort Deep, Limited, The Bank of New York as Depositary, and the owners and holders of American Depositary Receipts, dated as of August 12, 1996, as amended and restated as of October 2, 1996 and as further amended and restated as of August 6, 1998.
4.2	**	Indenture, dated November 12, 2002, between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee.
4.3	**	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule 144A of the Securities Act of 1933, as amended.
4.4	**	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to Regulation S under the Securities Act of 1933, as amended.
4.5	**	Purchase Agreement, dated November 4, 2002, between Durban Roodepoort Deep, Limited and CIBC World Markets Corp.
4.6	**	Registration Rights Agreement, dated November 4, 2002, between Durban Roodepoort Deep, Limited and CIBC World Markets Corp.
5.1		Opinion of Bowman Gilfillan Inc.
12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1		Consent of Deloitte & Touche
23.2		Consent of Bowman Gilfillan Inc. (included in Exhibit 5.1)
23.3		Independent Audit of Durban Roodepoort, Deep, Limited's total reserves, prepared by Resource Service Group Pty. Ltd.
23.4		Consent to use Reserve Statement from Resource Service Group Pty. Ltd.
24.1		Power of Attorney (included in the signature pages of this Registration Statement)
25.1		Form T-1 Statement of Eligibility of Trustee under the Indenture

		By	/s/ IAN MURRAY Name: Ian Murray Title: Director
		By	/s/ MARK M. WELLESLEY-WOOD Name: Mark Wellesley-Wood Title: Director

Signature	Title	Date

/s/ MARK M. WELLESLEY-WOOD Mark M. Wellesley-Wood	Chairman and Chief Executive Officer	January 28, 2003
/s/ IAN L. MURRAY Ian L. Murray	Chief Financial Officer	January 28, 2003
/s/ FREDERICK H. COETZEE Frederick H. Coetzee	Operations Director	January 28, 2003
/s/ DAVID C. BAKER David C. Baker	Non-Executive Director	January 28, 2003

/s/ GEOFFREY C. CAMPBELL Geoffrey C. Campbell	Non-Executive Director	January 28, 2003
/s/ NICOLAS GOODWIN Nicolas Goodwin	Non-Executive Director	January 28, 2003
/s/ ROBERT P. HUME Robert P. Hume	Non-Executive Director	January 28, 2003
/s/ MOLTIN P. NCHOLO Moltin P. Ncholo	Non-Executive Director	January 28, 2003

Authorized Representative in the United States
PUGLISI & ASSOCIATES
By:	/s/ GREGORY F. LAVELLE Name: Gregory F. Lavelle Title: Vice President	January 28, 2003