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GDO - Gold One International Limited - Gold One to acquire 100% of Rand Uranium

Release Date: 28/04/2011 07:06
Code(s): GDO
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GDO - Gold One International Limited - Gold One to acquire 100% of Rand Uranium 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 OTCQX International: GLDZY ISIN: AU000000GDO5 ("Gold One" or the "company") GOLD ONE TO ACQUIRE 100% OF RAND URANIUM RAND URANIUM IS AN ESTABLISHED GOLD PRODUCER HAVING PRODUCED 163,000 OUNCES OF GOLD IN 2010 HIGHLIGHTS - Gold One to acquire 100% of gold producer Rand Uranium for US$ 250 million - Rand Uranium fits Gold One`s shallow asset profile - Rand Uranium to add: - approximately 150,000 ounces of annual gold production to Gold One - gold resources of approximately 13.5 million ounces to Gold One - gold reserves of approximately 3 million ounces to Gold One - Rand Uranium also hosts an impressive uranium mineral resource and mineral (ore) reserve base of approximately 90 million pounds and 41 million pounds, respectively - Near to medium term uranium co-product production potential; definitive feasibility study 70% complete offering the potential for a long life uranium co-product stream in excess of 2 million pounds per annum Gold One is pleased to announce that it has made a binding offer to acquire 100% of Rand Uranium (Proprietary) Limited ("Rand Uranium") for a total consideration of US$ 250 million (ZAR 1,685 million, based upon the exchange rate on the date of the Offer was tabled: ZAR 6.74 : US$ 1). The binding offer has been accepted by the Rand Uranium shareholders, Pamodzi Uranium (Proprietary) Limited, Pamodzi Cooke (Proprietary) Limited and Armgold/Harmony Joint Investment Company (Proprietary) Limited (collectively referred to as the "Sellers"), subject to the conditions detailed below ("the Proposed Transaction"). As announced to the Australian Securities Exchange ("ASX") on 31 March 2011 and again on 21 April 2011, the company has under contemplation from time to time various initiatives to enhance shareholder returns, including corporate transactions. The acquisition of Rand Uranium by Gold One is one such transaction. Other transactions, whilst under contemplation, are both confidential and not at a stage to warrant disclosure because of their incomplete nature. For example, as announced to the ASX on 31 March 2011 and again on 21 April 2011, Gold One is also contemplating a potential change of control transaction for the company which, if it were to proceed, could involve an offer to Gold One shareholders to acquire all of their shares, on terms and conditions yet to be determined. The company can give no assurance that this change of control transaction will eventuate. Rand Uranium is a private company that was established in 2008 when Harmony Gold Mining Company Limited ("Harmony"), among the world`s top ten gold producers, sold the Cooke 1, 2 and 3 underground operations ("the Cooke Operations") and the surface assets of Randfontein Estates Gold Mine (excluding the Doornkop Section) to the Sellers. Rand Uranium`s assets and operations are situated in the West Rand, 30 kilometers from Johannesburg, South Africa and has a net asset value of over US$ 500 million. BACKGROUND ON RAND URANIUM AND PROPOSED TRANSACTION RATIONALE Rand Uranium is a shallow gold mining operation with a profile that fits Gold One`s stated strategy of mining shallow low technical risk gold resources. Rand Uranium is an established gold producer which produced 163,000 ounces of gold in 2010 at approximately US$ 1,222/oz (based on an exchange rate of ZAR 6.80 : US$ 1). In addition, Rand Uranium has an impressive mineral resource and reserve base as outlined below. Gold One President and CEO Neal Froneman comments: "The Rand Uranium operations represent one of the few established, shallow, gold producing operations in South Africa. I am delighted that our offer for Rand Uranium has been accepted. This value accretive acquisition materially increases Gold One`s production profile to approximately 300,000 ounces per annum and significantly improves our operating flexibility." Mineral Resources Gold Uranium
Tonnes Gold Gold Tonnes Uranium Uranium (Million) (g/t) (Moz) (Million) (kg/t) (Mlbs) Cooke Measured 21.75 5.19 3.63 15.71 0.34 11.83 Underground Indicated 51.65 3.00 4.98 39.36 0.26 22.84 Inferred 17.67 3.08 1.75 11.56 0.42 10.71 Total 91.07 3.54 10.36 66.64 0.31 45.38
Cooke Measured 302.18 0.28 2.76 61.30 0.21 27.84 Surface Indicated 23.49 0.45 0.34 78.06 0.10 16.71 Inferred
Total 325.67 0.30 3.10 139.36 0.15 44.55 Total Measured 323.92 0.61 6.39 77.01 0.23 39.67 Indicated 75.14 2.20 5.32 117.43 0.15 39.55
Inferred 17.67 3.08 1.75 11.56 0.42 10.71 Total 416.73 1.00 13.46 206.00 0.20 89.93 Mineral Resources are quoted inclusive of Mineral (Ore) Reserves Mineral Resources are quoted as at June 2010 Mineral Resources quoted at a gold price of US$1,400/oz, uranium price of US$80/lb and exchange rate of ZAR8.22:US$1 Mineral Resources are quoted in accordance with JORC and SAMREC reporting codes Mineral (Ore) Reserves Gold Uranium Tonnes Gold Gold Tonnes Uranium Uranium
(Million) (g/t) (Moz) (Million) (kg/t) (Mlbs) Cooke Proved 5.13 4.54 0.75 2.68 0.34 2.02 Underground Probable 11.33 3.32 1.21 7.03 0.27 4.14
Total 16.47 3.70 1.96 9.71 0.29 6.16 Cooke Proved 73.93 0.28 0.67 61.30 0.21 27.84 Surface Probable 21.89 0.45 0.32 21.89 0.14 6.95 Total 95.82 0.32 0.99 83.19 0.19 34.79 Total Proved 79.06 0.56 1.42 63.98 0.21 29.86 Probable 33.22 1.43 1.53 28.92 0.17 11.09 Total 112.29 0.82 2.95 92.90 0.20 40.95 Mineral Reserves are quoted as at June 2010 Mineral Reserves quoted at a gold price of US$1,100/oz, uranium price of US$65/lb and exchange rate of ZAR7.77:US$1 Mineral Reserves are quoted in accordance with JORC and SAMREC reporting codes RAND URANIUM: GOLD OPERATIONS Gold One`s primary focus is Rand Uranium`s gold operations which principally include the shallow (typically 600 meters - 800 meters below surface) Cooke Operations. During 2010, a total of 126,000 ounces of gold was produced from the three underground shafts. This gold was produced from 1,062,400 tonnes of underground ore (equating to an average of 88,500 tonnes milled per month) at an average recovered grade of 3.70 grams per tonne. The shaft infrastructure is significantly underutilised with a total design capacity of approximately 500,000 tonnes per month (250,000 at Cooke 3, 150,000 at Cooke 2 and 100,000 at Cooke 1). Underground operating costs have typically been in the order of ZAR 1,000 per tonne, equating to approximately US$ 1,235 per ounce at current exchange rates (ZAR 6.80 : US$ 1). Gold One`s immediate focus will be on enhancing the profitability of these existing gold operations. Gold One`s aim is to achieve this primarily by increasing recovered grades and reducing operating costs. Enhanced mining efficiencies and optimised mining mix practices will contribute to an increase in mined grades, while cost reductions are envisaged through cost synergies between existing Gold One structures and the three operating Cooke shafts. In addition, Gold One will apply its mining experience, techniques and, where appropriate, technologies successfully implemented at Modder East. The Cooke Operations are serviced by a developed network of mining and civil infrastructure, with adequate electrical power and readily available water. The primary mining horizons at Cooke Underground are the Upper Elsburgs and VCR reefs. Although these ore bodies have been mined for 20 to 30 years, the current economic climate, combined with a wide range of modern exploration and resource development tools, has the potential to significantly expand the life of these operations. In addition to the underground operations, Rand Uranium has several gold surface opportunities, most notably "Dump 20", which Rand Uranium has been successfully mining and processing over the past 24 months. Mining of this dump will continue over the short term. While underground ore has predominantly been treated at Harmony`s Doornkop plant, Rand Uranium owns the Cooke Plant which was constructed in 1978 and was originally designed to treat high grade gold ores from the adjacent Cooke 1, 2 and 3 shafts. It has a nameplate capacity of 280 kilo tonnes per month. The Cooke Plant is currently treating surface material from Dump 20, but requires minimal capital expenditure to be reconfigured for treating underground ores. In addition, the newly proposed uranium processing facility is planned to be built adjacent to the Cooke Plant, facilitating optimal gold and uranium extraction of underground and surface ore sources. RAND URANIUM: URANIUM PROJECT The significant uranium resources hosted within both the underground operations and the surface assets of Rand Uranium provide a unique opportunity to consider gold and uranium co-product optimisation when undertaking production planning. The ability to consider uranium extraction as a co-product to gold significantly reduces the cash cost per ounce of gold production. In addition, optimal co- product planning has the potential to extend the life of the operations, by enhancing currently marginal gold resources. To date, Rand Uranium is well advanced with definitive feasibility studies (including 70% of detailed engineering design already completed) on its uranium project. This project has primarily considered the construction of a uranium processing facility and the surface uranium resources associated with the Cooke Tailings Deposit. The envisaged uranium project involves the construction of a large-scale (5.4 million tonnes per annum) uranium ore processing plant for the recovery of uranium from the Cooke Tailings Dam and from the Cooke Operations. Current studies suggest that at steady state, production of approximately 2.3 million pounds of U3O8 can be achieved per year annum over a 10 year period, after which production decreases to approximately 1.5 million pounds of U3O8 per annum for a further 5 years. Significant potential exists to extend the life of the uranium project through increased production from underground co-product ore sources. The project has been significantly de-risked due to three primary features: - The Cooke Tailings Deposit of 34.33 million pounds (including 79.3 million tonnes grading at 0.186 kilograms per tonne for 32.49 million pounds U3O8 in the measured resource category and 7.0 million tonnes grading at 0.119 kilograms per tonne for 1.84 million pounds in the indicated resource category) is contained within a well drilled and understood surface tailings deposit with low cost mining and low technical risk; - Current gold ore being mined contains significant amounts of uranium. This represents a second uranium source; and - New higher grade uranium areas have been identified underground and given the lead time associated with the uranium plant construction, this provides a unique opportunity to pre-develop the identified higher grade underground uranium sections thereby ensuring a successful and almost instantaneous production ramp up. Although Gold One`s short term focus is on increasing the profitability and efficiencies of the existing gold business, it recognises a substantial medium term opportunity to reduce operational risk and costs through co-product mining and optimisation. Prior to the implementation and construction of a new uranium processing facility, the company will undertake a detailed review of the existing feasibility study to ensure optimal co-product mining of both the surface and underground uranium resources. A map of Rand Uranium`s operations can be found at http://www.randuranium.co.za/oa_overview.php RAND URANIUM: ADDITIONAL OPPORTUNITIES In addition to the existing gold operations and uranium project, Rand Uranium has further tangible upside potential that can be realised in the short to medium term from: - additional surface resources; - significant historic resources on the old Randfontein Estates Section also held by Rand Uranium; - increasing the production levels at the currently operating Cooke Section. Mr Froneman further comments: "The acquisition of Rand Uranium represents a rare opportunity to purchase a well established gold business that can be commercially optimised through the implementation of uranium co-product mining. In addition, the associated surface and historic gold resources present a substantial opportunity for future production growth. The Gold One team, with its significant gold, uranium and shallow mining experience, is well placed to bring the Rand Uranium assets to account". 2. THE PROPOSED TRANSACTION The Sellers have accepted the Offer for the acquisition of all the issued shares of and shareholders` claims against Rand Uranium from the Sellers for a total consideration of US$ 250 million ("the Purchase Price"). The Purchase Price is to be settled on the completion date, which will be the date defined as such in the Sale of Shares and Claims Agreement ("Sale Agreement") still to be concluded between the Parties in relation to the Proposed Transaction. The Parties have entered into an exclusivity agreement in order to facilitate the finalisation and signature of the Sale Agreement. Gold One has secured a US$ 210 million underwritten facility from a leading international financial institution which will be available to fund part of the Purchase Price. The availability of this funding is subject to conditions precedent which are not unusual in a financing offer of this nature. Should Gold One not raise cash financing in excess of the Purchase Price, Gold One is entitled to satisfy the difference between the Purchase Price and the cash payment actually made ("Balance Payment") by issuing new fully paid ordinary shares of Gold One to the Sellers. The number of Gold One shares to be issued to the Sellers is to be determined by dividing the Balance Payment by the volume weighted average price at which Gold One`s shares traded on the ASX over the 30 business days prior to the completion date, converted to United States dollars at the closing Australian/United States dollar exchange rate as quoted by the Standard Bank of South Africa Limited on the completion date. 3. CONDITIONS PRECEDENT The implementation of the Proposed Transaction is both subject to and conditional upon the fulfillment of, inter alia, the following conditions precedent: - the Parties negotiating and executing the Sale Agreement, on terms mutually acceptable to the Parties, each acting reasonably; - the approval of the Proposed Transaction by the competition authorities of the Republic of South Africa; - the approval of the Proposed Transaction and passing of such resolutions as may be required by Gold One`s shareholders in general meeting, to the extent required; - all necessary consents being obtained from the Minister of the Department of Mineral Resources in South Africa; - all necessary approvals being obtained from the ASX and the JSE Limited; - approval from the South African Reserve Bank, to the extent required; - Gold One having closed its financing arrangements and having the necessary funding available to enable it to make payment of the Purchase Price; Gold One is of the opinion that the conditions precedent contained above can be fulfilled in a timely and efficient manner. 4. IMPLEMENTATION OF THE PROPOSED TRANSACTION Subject to the Proposed Transaction becoming unconditional, it is expected to take approximately four to six months to implement. Parktown, Johannesburg 28 April 2011 MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED JSE Sponsor For and on behalf of Gold One: Corporate Adviser: Qinisele Resources (Proprietary) Limited JSE Sponsor: Macquarie First South Advisers (Proprietary) Limited Australian Corporate Adviser: Hartleys Limited South African Legal Adviser: Edward Nathan Sonnenbergs Australian Legal Counsel: Blake Dawson Issued by Gold One International Limited www.gold1.co.za For further information contact: Neal Froneman Ilja Graulich President and CEO Investor Relations +27 11 726 1047 (office) +27 11 726 1047 (office) +27 83 628 0226 (mobile) +27 83 604 0820 (mobile) neal.froneman@gold1.co.za ilja.graulich@gold1.co.za Carol Smith Derek Besier Investor Relations Farrington National Sydney +27 11 726 1047 (office) +61 2 9332 4448 (office) +27 82 338 2228 (mobile) +61 421 768 224 (mobile) carol.smith@gold1.co.za derek.besier@farrington.com.au About Gold One Gold One is a gold producer listed on the financial markets operated by ASX Limited and the JSE Limited, issuer code GDO. Its flagship operation is the newly built shallow Modder East mine on the East Rand, some 30 kilometres from Johannesburg. Modder East is the first new mine to be built in the region in 28 years and distinguishes itself from most of the other gold mines in South Africa owing to its shallow nature (300 metres to 500 metres below surface). To date Modder East has provided direct employment opportunities for over 1,100 people. Gold One also owns the nearby existing Sub Nigel mine, which is used primarily as a training centre in the build-up of Modder East to full production. Gold One`s other projects and targets include Ventersburg in the Free State Goldfields, the Tulo concession in Mozambique and the Etendeka greenfield project in Namibia. Gold One has an issued share capital of 807,350,406 shares. Forward-Looking Statement This release includes certain forward-looking statements and forward-looking information. All statements other than statements of historical fact included in this release including, without limitation, statements regarding future plans and objectives of Gold One International Limited are forward-looking statements (or forward-looking information) that involve various risks, assumptions and uncertainties. There can be no assurance that such statements will prove to be accurate and actual values, results and future events could differ materially from those anticipated in such statements. Important factors could cause actual results to differ materially from Gold One`s expectations. Such factors include, among others: the actual results of exploration activities; actual results of reclamation activities; the estimation or realisation of mineral reserves and resources; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of Modder East and new deposits; availability of capital required to place Gold One`s properties into production; the ability to obtain or maintain a listing in South Africa, Australia, Europe or North America; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; possible variations in ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, economic and financial market conditions; political risks; Gold One`s hedging practices; currency fluctuations; title disputes or claims limitations on insurance coverage. Although Gold One has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Any forward-looking statements in this release speak only at the time of issue. There can be no assurance that such statements will prove to be accurate as actual values, results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gold One does not undertake to update any forward-looking statements that are included herein, or revise any changes in events, conditions or circumstances on which any such statement is based, except in accordance with applicable securities laws and stock exchange listing requirements. COMPETENT PERSON The information in this release that relates to Rand Uranium exploration results, mineral resources or ore reserves is based on information compiled by Mr. Jurgens Visser who is a professional mine surveyor registered with the South African Council for Professional and Technical Surveyors (PLATO), membership number PLS0693. Mr Visser is the Head of Mineral Resources Management for Rand Uranium, with which he is a full-time employee. He has 25 years experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person for the purposes of both the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) and the 2007 Edition of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code). Mr Visser consents to the inclusion in this release in the form and context in which they appear. The information in this release that relates to Gold One exploration results, mineral resources or ore reserves is based on information compiled by Dr Richard Stewart, who has a doctorate in geology and who is a professional natural scientist registered with the South African Council for Natural Scientific Professions (SACNASP), membership number 400051/04. Dr Stewart is also a member of the Geological Society of South Africa (GSSA) and Senior Vice President: Business Development for Gold One, with which he is a full-time employee. He has 10 years experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person for the purposes of both the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) and the 2007 Edition of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code). Dr Stewart consents to the inclusion in this release of the matters based on information compiled by Gold One employees and it`s consultants in the form and context in which they appear. Further information on Gold One`s resource statement is available in the pre-listing statement of Gold One International Limited issued on 19 December 2008 and in the resource statements released by Gold One on the ASX Announcements Platform and the Stock Exchange News Service (SENS) on 11 October 2010 (Megamine), 7 December 2010 (Ventersburg), and 15 December 2010 (Modder East). SAMREC AND JORC TERMINOLOGY In addition, this release uses the terms `indicated resources` and `inferred resources` as defined in accordance with the SAMREC Code, prepared by the South African Mineral Resource Committee (SAMREC), under the auspices of the South African Institute of Mining and Metallurgy (SAIMM), effective March 2000 or as amended from time to time and where indicated in accordance with the Canadian National Instrument 43-101 - Standards for Disclosure for Mineral Projects. The terms `indicated resources` and `inferred resources` are also defined in the 2004 Edition of the JORC Code, prepared by the Joint Ore Reserves Committee (JORC) of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA). (The use of these terms in this release is consistent with the definitions of both the SAMREC Code and the JORC Code.) A mineral reserve (or `ore reserve` in the JORC Code) is the economically mineable part of a measured or indicated resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate at the time of reporting that economic extraction can be justified. A mineral reserve includes diluting materials and allows for losses that may occur when the material is mined. A proven mineral reserve (or `proved ore reserve` in the JORC Code) is the economically mineable part of a measured resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. A probable mineral reserve (or `probable ore reserve` in the JORC Code) is the economically mineable part of an indicated mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilised organic material in or on the earth`s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm both geological and grade continuity. An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed. An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited exploration and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of the mineral deposits in the measured and indicated resource categories will ever be converted into reserves. In addition, "inferred resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will be ever be upgraded to a higher category. Under South African and Australian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except under conditions noted in the SAMREC Code and the JORC Code, respectively. Investors are cautioned not to assume that all or any part of an inferred resource exists or is economically or legally mineable. Exploration data is acquired by Gold One and its consultants under strict quality assurance and quality control protocols. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Date: 28/04/2011 07:06:01 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.

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