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GDO - Gold One International Limited - Gold One Signs Sale Agreement to Acquire

Release Date: 24/05/2011 07:05
Code(s): GDO
Wrap Text

GDO - Gold One International Limited - Gold One Signs Sale Agreement 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 Signs Sale Agreement to Acquire 100% of Rand Uranium Gold One is pleased to announce that a Sale of Shares Agreement (the "Sale Agreement") has been signed, to give effect to the acquisition by a Gold One subsidiary of 100% of Rand Uranium (Proprietary) Limited ("Rand Uranium") from 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"), for a purchase price of US$ 250 million. The Sale Agreement reflects the material terms and conditions outlined in the binding offer submitted by Gold One and accepted by the Sellers, as detailed in the announcement released by the company on 28 April 2011. The Sale Agreement is subject to the fulfillment or waiver, as the case may be, of certain conditions precedent, which are customary for transactions of this nature, which are required to be fulfilled or waived on or before the date falling 16 months after the date of the Sale Agreement. Such conditions precedent include, inter alia: - The approval of by the competition authorities of the Republic of South Africa; - That the Sellers and Gold One obtain approval from the South African exchange control authorities; - The 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 Limited and the JSE Limited; - Gold One having closed its financing arrangements. Gold One President and CEO Neal Froneman comments: "I am pleased that we were able to conclude the Sale Agreement in a timely and efficient manner, allowing us to proceed with this transaction as quickly as possible. I remain highly confident that this acquisition will be value-enhancing for Gold One shareholders." Parktown, Johannesburg 24 May 2011 MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED JSE Sponsor For and on behalf of Gold One: Corporate Advisor: Qinisele Resources (Proprietary) Limited JSE Sponsor: Macquarie First South Advisers (Proprietary) Limited Australian Corporate Advisor: Hartleys Limited South African Legal Advisor: 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 807,664,732 shares. Forward-Looking Statement This release includes certain 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 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; 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 the 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 application securities laws and stock exchange listing requirements. Date: 24/05/2011 07:05:42 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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