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SEP - Sephaku Holdings - Further cautionary announcement and disposal of certain gold and nickel assets Sephaku Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2005/003306/06) Share code: SEP ISIN: ZAE000138459 ("Sephaku Holdings" or "the company") Further cautionary announcement and disposal of certain gold and nickel assets 1. Further cautionary announcement Shareholders are referred to the cautionary announcement dated 20 November 2009 and are advised that the negotiations referred to in that announcement are ongoing. Shareholders should accordingly continue to exercise caution when dealing in their Sephaku Holdings shares until a full announcement can be made. 2. Disposal of certain gold and nickel assets 2.1 Description of the transaction Shareholders are also advised that Sephaku Holdings has signed an agreement with Mr. Mong Seng Wu, Mandra Capital (a private company incorporated in the Cayman Islands) and/or their nominees (jointly referred to as "the Wu Group"), dated 20 December 2009, relating to, inter alia, the sale of its 100% holding in Sephaku Gold Holdings (Pty) Limited ("Sephaku Gold") which, in turn, holds a 26% interest in Taung Gold Limited ("Taung") and its 26% interest in African Nickel Holdings (Pty) Limited ("African Nickel") for a total cash consideration of R80 million ("the sale"). The consideration is to be settled in four equal tranches over the next 12 months with the first installment being payable within 10 days of the effective date of the sale. The sale is subject to the fulfillment of, inter alia, the following conditions precedent by 20 January 2010: - the approval of the Taung board; - the approvals of the African Nickel board and shareholders; - the approval of the Wu Group; - the satisfactory completion of a due diligence investigation on Sephaku Gold by the Wu Group; and - the satisfactory completion of a due diligence investigation on the Wu Group by Sephaku Holdings. The effective date of the sale is the date upon which all conditions precedent are fulfilled, which date may not be later than 20 January 2010. 2.2 Description of assets and rationale for the sale Taung has two flagship projects which are currently at an advanced stage of exploration - the Jeanette Hilton project in the Free State and the Evander project in Mpumalanga - as well as early stage assets held in the South Rand project in Gauteng. African Nickel is exploring on five projects in South Africa, of which Groblersdal, Davel and Firsthope can broadly be classified as greenfield (projects on which no previous exploration has been done) and Bon Accord and Koster as brownfield (projects where limited previous exploration has been done). The implementation of the sale will make Sephaku Holdings a more focused company able to dedicate its resources to its core projects in Cement and Fluorspar and will also provide the company with working capital. 2.3 Cautionary announcement and JSE documentation As the pro forma financial effects of the sale are not yet available, shareholders should therefore also exercise caution in this regard when dealing in their Sephaku Holdings shares until a full announcement can be made. As this is a Category 2 transaction in terms of the JSE Limited Listings Requirements, no other action is required by the company or its shareholders. Pretoria 7 January 2010 Sponsor QuestCo Sponsors (Pty) Limited Date: 07/01/2010 14:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
