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

Release Date: 28/04/2011 07:07
Code(s): GDO
Wrap Text

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 - 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 the following to Gold One: - Approximately 150,000 ounces of annual gold production - Gold resources of approximately 13.5 million ounces - Gold reserves of approximately 3 million ounces - Rand Uranium 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 for US$ 250 million (ZAR 1.685 billion, based upon the exchange rate on the date the offer was tabled of ZAR 1 / US$ 6.74) in cash that has been accepted by Pamodzi Uranium (Proprietary) Limited, Pamodzi Cooke (Proprietary) Limited and Armgold/Harmony Joint Investment Company (Proprietary) Limited, joint owners of Rand Uranium. Rand Uranium is an established shallow gold operation, which produced 163,000 ounces of gold in 2010 and fits Gold One`s stated strategy of mining shallow, low technical risk gold resources. The acquisition will enhance Gold One`s production profile to some 300,000 ounces per annum, while adding some 3 million ounces of gold mineral (ore) reserves as well as 13.5 million ounces of gold mineral resources (see detailed mineral resource and mineral (ore) reserve table). Additionally, the acquisition of Rand Uranium will allow Gold One the unique opportunity to consider gold and uranium co-product optimisation when undertaking production planning, given Rand Uranium`s extensive uranium mineral resource (approximately 90 million pounds) and mineral (ore) reserve (approximately 41 million pounds). The ability to consider uranium extraction as a co-product to gold significantly reduces the cash cost per ounce of gold production. A definitive feasibility study on the uranium potential has been 70% completed. 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. The Gold One team, with its significant gold, uranium and shallow mining experience, is well placed to bring the Rand Uranium assets to account." The parties have entered into an exclusivity agreement in order to facilitate the finalisation and signature of a 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. Rand Uranium was established in 2008 when Harmony Gold Mining Company Limited, among the world`s top ten gold producers, sold the Cooke 1, 2 and 3 underground operations and the surface assets of Randfontein Estates Gold Mine (excluding the Doornkop Section). Rand Uranium`s assets and operations are situated in the West Rand, 30 kilometers from Johannesburg, South Africa, and close to existing infrastructure and water and electricity connections and has a net asset value of over US$ 500 million. As was announced to the ASX on 31 March 2011 and again on 21 April 2011, the company has from time to time contemplated 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 was 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. BACKGROUND ON RAND URANIUM AND DETAILED MINERAL RESOURCE AND MINERAL (ORE) RESERVE TABLE A map of Rand Uranium`s operations can be found at http://www.randuranium.co.za/oa_overview.php and additional background information on Rand Uranium can be found in Gold One and Rand Uranium`s Terms Announcement, titled "Terms Announcement - Gold One to Acquire 100% of Rand Uranium", released 28 April, 2011. RAND URANIUM: GOLD OPERATIONS Gold One`s primary focus is Rand Uranium`s gold operations, which principally include the shallow (typically 600 metres - 800 metres below surface) Cooke operations. Gold One`s immediate focus will be on enhancing the profitability of these existing gold operations. 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. 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. 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. 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. 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. 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 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 07:07:01 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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