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SIM/VIL - Simmers/Village - Fulfilment of conditions and salient dates for the transactions Simmer & Jack Mines, Limited (Registration number 1924/007778/06) Share Code: SIM ISIN: ZAE000006722 ("Simmers") Village Main Reef Limited (formerly known as Village Main Reef Gold Mining Company (1934) Limited) (Registration number 1934/0057034/06) Share Code: VIL ISIN: ZAE000154761 ("Village") FULFILMENT OF CONDITIONS AND SALIENT DATES FOR THE TRANSACTIONS Shareholders are referred to the circular to Simmers shareholders dated 2 March 2011, the circular to Village shareholders dated 2 March 2011 and the announcements previously released by Simmers and Village on the Securities Exchange News Service ("SENS") in respect of: 1 the disposal by Simmers of the majority of Simmers` assets to Village in consideration of the issue by Village of Village shares to Simmers and the assumption by Village of certain liabilities (the "disposal"); 2 the subsequent unbundling by Simmers of the Village shares issued to it pursuant to 1, to the Simmers shareholders (the "unbundling" and collectively, the "transactions"). Simmers and Village shareholders are hereby advised that all of the suspensive conditions to the transactions have either been fulfilled or waived by either or both of the parties as contemplated in the agreement regulating for the transactions. CEO of Village, Bernard Swanepoel noted: "The acquisition of the majority of the Simmers` assets by Village will represent our third successful transaction in under two years. This will herald an exciting dawn for Village as the company transforms into a mid-tier precious metals player. Now that the acquisition is unconditional, we can focus on our strategy of integrating these assets to create cash generative and growth-focused, socially responsible mining entities". The salient dates and times applicable to the transactions are as follows: Finalisation date and announcement pertinent to the Thursday, 9 June 2011 unbundling published on SENS on Finalisation date and announcement pertinent to the Friday, 10 June 2011 unbundling published in the press on 597 512 158 new Village shares (consideration Wednesday, 15 June 2011 shares to be issued to Simmers pursuant to the disposal) listed on the JSE on Last day to trade in Simmers shares on the JSE in Friday, 17 June 2011 order to participate in the unbundling on Date that the Simmers shares will trade "ex" the Monday, 20 June 2011 unbundling and that trade in the Village distribution shares will commence on Unbundling record date in order to participate in Friday, 24 June 2011 the unbundling on (3) Date that the Village distribution shares, pursuant Monday, 27 June 2011 to the unbundling, are to be credited to the accounts of dematerialised shareholders at their CSDP or broker and posted to certificated shareholders on Date of Simmers` classification as a cash company Monday, 27 June 2011 for the purposes of the Listings Requirements on (4)
Notes: 1. All dates and times in this announcement are local times in South Africa. 2. Share certificates in Simmers may not be dematerialised or rematerialised between Monday, 20 June 2011 and Friday, 24 June 2011, both days inclusive. 3. The number of Village shares to be unbundled for every 100 Simmers shares held by a Simmers shareholder at the close of business on the unbundling record date will be 47.38933 Village shares. 4. After implementation of the unbundling, Simmers shall, in terms of the Listings Requirements, be reclassified as a "cash company". Thereafter, should Simmers within six months after its classification to a "cash company" fail to enter into an agreement and make an announcement relating to the acquisition of viable assets that satisfy the conditions for listing stipulated in section 4 of the Listings Requirements, the listing of the shares of Simmers on the JSE will be suspended. Thereafter, should Simmers fail within a three month period from the date of suspension of the listing to obtain approval from the JSE for a circular relating to the acquisition of viable assets that satisfy the conditions for listing set out in Section 4 of the Listings Requirements, the listing of the shares of Simmers on the JSE will be terminated. 9 June 2011 Transaction originator and financial advisors to Simmers Sovereignty Capital Advisors (Proprietary) Limited Transaction sponsor to Simmers Java Capital Sponsor to Simmers Rand Merchant Bank (a division of FirstRand Bank Limited) Legal advisor to Simmers Bowman Gilfillan Inc. Financial advisor to Village JPMorgan Sponsor to Village Java Capital Legal advisor to Village Cliffe Dekker Hofmeyr Inc. Investor relations to Village Vestor Media & Investor Relations Date: 09/06/2011 13:00:01 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.
