Notice of change of substantial holder
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the “company”)
FORM 604 – NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
A substantial holder of Gold One, today, 18 July 2013, submitted to the
Australian Securities Exchange (“ASX”) the following FORM 604 – “Notice
of change of interests of substantial holder”.
QUOTE
To Company Name/Scheme
Gold One International Limited (“Gold One”)
ACN/ARSN
094 265 746
1. Details of substantial holder(1)
BCX Gold Investment Holdings Limited
Name (“BCX Gold”) (and its related bodies
corporate and associates named in this
form, including Baiyin Nonferrous Group
Co. Limited)
ACN/ARSN (if applicable) Not applicable
There was a change in the interests of the substantial 17/07/2013
holder on
The previous notice was given to the company on 30/12/2011
The previous notice was dated 20/12/2011
2. Previous and present voting power
The total number of votes attached to all the voting shares in the
company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in when last required, and
when now required, to give a substantial holding notice to the company or
scheme, are as follows:
Class of
securities (4) Previous notice Present notice
Person's Voting power Person's Voting power
votes (5) votes (5)
Ordinary 1.261,861,238 89.17% 1,279,861,238 90.03%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant
interest of the substantial holder or an associate in voting securities
of the company or scheme, since the substantial holder was last required
to give a substantial holding notice to the company or scheme are as
follows:
Person
whose Consideration Class and
relevant given in number of Person’s
Date of interest Nature of relation to securities votes
change changed change (6) change (7) affected affected
18,000,000 18,000,000
17 July CX Gold Acquisition ZAR
Ordinary
2013 Investment of a relevant 45,000,000
shares
Holdings Interest in
Ltd (“CX fully paid
Gold”) ordinary
shares in
Gold One
17 July BCX Gold As above As above As above As above
2013 Note: BCX
Gold has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
dated 5 July
2011, a copy
of which was
annexed to
the ASIC Form
604 dated 11
July 2011
(“Exclusivity
Agreement”)
17 July Baiyin As above As above As above As above
2013 Precious Note: BPM has
Metals a relevant
Investment interest
Limited
under section
(“BPM”) 608(1)(c) as
a result of
the
Exclusivity
Agreement
17 July BaIyin As above As above As above As above
2013 Nonferrous Note: Baiyin
Group Co has a
Limited relevant
(“BaIyin”) interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
17 July China- As above As above As above As above
2013 Africa Note: China-
Development Africa
Fund Development
Fund has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
17 July China- As above As above As above As above
2013 Africa Gold Note: China-
Investment Africa Gold
Holding Co. Investment
Limited Holding Co.
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
17 July China As above As above As above As above
2013 Development Note: China
Bank Devevelopment
Corporation Bank
Corporation
has a
relevant
interest
because it
controls
China-Africa
Development
Fund
17 July Long March As above As above As above As above
2013 Capital Note: CX Gold
Limited as is wholly
co-manager owned by CX
of Changxin Elements
Element Investment
Development Ltd, which is
LLP co-managed by
Long March
Capital
Limited
17 July CITIC As above As above As above As above
2013
Kingview Note: CX Gold
Capital is wholly
Management owned by CX
Co. Ltd as
Elements
co-manager Investment
of Changxin Ltd, which is
Element co-managed by
Development CITIC
LLP Kingview
Capital
Management
Co. Ltd
17 July CX Elements As above As above As above As above
2013 Investment Note: CX Gold
Ltd is wholly
owned by CX
Elements
Investment
Ltd
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
BCX Gold BCX Gold BCX Gold Relevant 1,261,861,2 1,261,861,2
interest 38 Ordinary 38
under shares
section
608(1)(a)
as the
current
holder of
securities
CX Gold CX Gold BCX Gold 18,000,000 18,000,000
has a Ordinary
relevant Shares
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
BPM BCX Gold BCX Gold BPM has a 1,261,861,2 1,261,861,2
relevant 38 Ordinary 38
interest shares
under
section
608(3)(a)
as BCX
Gold is
majority
owned by
BPM
CX Gold CX Gold BPM has a 18,000,000 18,000,000
relevant Ordinary
interest Shares
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
Baiyin BCX Gold BCX Gold Baiyin has 1,261,861,2 1,261,861,2
a relevant 38 Ordinary 38
interest shares
under
section
608(3)(a)
as BCX
Gold is
majority
owned by
BPM, and
BPM is
wholly
owned by
Baiyin
CX Gold CX Gold Baiyin has 18,000,000 18,000,000
a relevant Ordinary
interest Shares
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
China-Africa BCX Gold BCX Gold China- 1,261,861,2 1,261,861,2
Development Africa 38 Ordinary 38
Fund Developmen shares
t Fund has
a relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold CX Gold China- 18,000,000 18,000,000
Africa Ordinary
Developmen Shares
t Fund
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China-Africa BCX Gold BCX Gold China- 1,261,861,2 1,261,861,2
Investment Africa 38 Ordinary 38
Holding Co. Investment shares
Limited Holdings
Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
CX Gold CX Gold China- 18,000,000 18,000,000
Africa Ordinary
Investment Shares
Holdings
Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China BCX Gold BCX Gold China 1,261,861,2 1,261,861,2
Development Developmen 38 Ordinary 38
Bank t Bank shares
Corporation Corporatio
n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund
CX Gold CX Gold China 18,000,000 18,000,000
Developmen Ordinary
t Bank Shares
Corporatio
n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
Long March BCX Gold BCX Gold Long March 1,261,861,2 1,261,861,2
Capital Capital 38 Ordinary 38
Limited as Limited shares
co-manager has a
of Changxin relevant
Element interest
Development under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold CX Gold Long March 18,000,000 18,000,000
Capital Ordinary
Limited Shares
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CITIC BCX Gold BCX Gold CITIC 1,261,861,2 1,261,861,2
Kingview Kingview 38 Ordinary 38
Capital Capital shares
Management Management
Co. Ltd as Co. Ltd
co-manager has a
of Changxin relevant
Element interest
Development under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold CX Gold CITIC 18,000,000 18,000,000
Kingview Ordinary
Capital Shares
Management
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
Co. Ltd
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Elements BCX Gold BCX Gold CX 1,261,861,2 1,261,861,2
Investment Elements 38 Ordinary 38
Ltd Investment shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold CX Gold CX 18,000,000 18,000,000
Elements Ordinary
Investment Shares
Ltd has a
relevant
interest
under
section
608(3)(a)
as CX Gold
is wholly
owned by
CX
Elements
Investment
Limited
CX Gold BCX Gold BCX Gold CX Gold 1,261,861,2 1,261,861,2
Investment Investment 38 Ordinary 38
Holdings Ltd Holdings shares
Ltd has a
relevant
interest
under
Holder of Registere Person Nature of Class and Person’s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold CX Gold Relevant 18,000,000 18,000,000
interest Ordinary
under Shares
section
608(1)(c)
as the
current
holder of
securities
5. Changes in association
The persons who have become associates (2) of, ceased to be associates
of, or have changed the nature of their association (9) with, the
substantial holder in relation to voting interests in the company or
scheme are as follows:
Name and ACN/ARSN
(if applicable) Nature of association
Not applicable Not applicable
6. Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold N/A 96 Youhao Road, Balyin District, Gansu, China
Investment
Holdings Ltd
Baiyin Nonferrous N/A 96 Youhao Road, Balyin District, Gansu, China
Group Co. Ltd
Baiyin Precious N/A 96 Youhao Road, Balyin District, Gansu, China
Metals investment
Ltd
China-Africa N/A F10/F11, Tower C, Chamsunny World Trade
Development Fund center, No.28 Fuxinmennei Street, Xicheng
District, Beijing, China
China-Africa Gold N/A F10/F11, Tower C, Chamsunny World Trade
Investment Holding center, No.28 Fuxinmennei Street, Xicheng
Co. Limited District, Beijing, China
China Development N/A No.29 Fuchengmenwai Street Xicheng District,
Bank Corporation Beijing
Long March Capital N/A Tlanjin Harbour Bonded Area Halgang 6th Road,
Limited as co- No 78, B-614, c/o Suite 2111, Orient Plaza
manager of Block E1, 1 Chang an Avenue, Beijing, China
Changxin Element 100738
Development LLP
CITIC Kingview N/A c/o suite 3305, Beijing Capital Mansion
Capital management Building No 6, Xinyuan South Road, chaoyang
Co. Ltd as co- District Beijing, China, 100004
manager of
Changxin Element
Development LLP
CX Elements N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Ltd Avenue, Beijing, China 100738
CX Gold Investment N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Holdings Ltd Avenue, Beijing, China 100738
Signature
Print Name
Alex Yao
Capacity
Attorney
17 July 2013
DIRECTIONS
(1) If there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations, or
the manager and trustee of an equity trust), the names could be included
in an annexure to the form. If the relevant interests of a group of
persons are essentially similar, they may be referred to throughout the
form as a specifically named group if the membership of each group, with
the names and addresses of members is clearly set out in paragraph 6 of
the form.
(2) See the definition of "associate" in section 9 of the Corporations
Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7)
of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided
into separate classes.
(5) The person's votes divided by the total votes in the body corporate
or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the
change in relevant interest occurred. If subsection 671B(4) applies, a
copy of any document setting out the terms of any relevant agreement, and
a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with
a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or disposal
of the securities to which the relevant interest relates (indicating
clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the
Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money
and other, that any person from whom a relevant interest was acquired
has, or may, become entitled to receive in relation to that acquisition.
Details must be included even if the benefit is conditional on the
happening or not of a contingency. Details must be included of any
benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the
person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the
person (eg. if the relevant interest arises because of an option) write
"unknown".
(9) Give details, if appropriate, of the present association and any
change in that association since the last substantial holding notice.
Signed
Date: 17 July 2013
UNQUOTE
Johannesburg
18 July 2013
JSE Sponsor
Macquarie First South Capital (Pty) Limited
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