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GDO - Gold One International Limited - Gold One Signs Financing Agreement for Rand Uranium Acquisition 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 ISIN: AU000000GDO5 OTCQX International: GLDZY ("Gold One" or the "company") Gold One Signs Financing Agreement for Rand Uranium Acquisition JOHANNESBURG - 29 August 2011. Gold One International Limited is pleased to report that, further to the announcements released on 24 May and 8 August 2011, the company has signed financing agreements ("the Facility Agreements") with Investec Bank Limited ("Investec") to give effect to the acquisition of Rand Uranium (Pty) Limited ("Rand Uranium") from the Rand Uranium shareholders - being Pamodzi Uranium (Pty) Limited, Pamodzi Cooke (Pty) Limited and Armgold/Harmony Joint Investment Company (Pty) Limited (collectively referred to as the "Sellers") - for a purchase price of US$ 250 million. The key elements of the transaction are: - The Facility Agreements provide for a total facility of ZAR 1.47 billion (equivalent to US$ 210 million) consisting of: - A five year senior secured amortising term loan facility of up to ZAR 945 million (the "Term Debt Facility"), and - A two year senior secured amortising term loan facility of up to ZAR 525 million (the "GOA Facility") which may be repaid through the issue of Gold One shares on the basis set out in the subscription agreement (see below), or settled in cash at Gold One`s election. - Under a subscription agreement (the "Subscription Agreement"), Investec can request to subscribe for fully paid ordinary shares in Gold One on the date of first drawdown under the GOA Facility or on a quarterly date or certain other dates nominated by Investec (the "Subscription Date"). - The subscription price will be equal to 97% of the average of the daily VWAP of Gold One shares (traded on either the JSE or ASX) for the 15 trading days prior to the subscription request. - Gold One can elect to either: (i) accept the subscription request and issue Gold One shares on the Subscription Date (with the proceeds of such subscription being used wholly to repay the GOA Facility) or (ii) decline the subscription request and repay the GOA Facility in cash with an amount equal to the subscription proceeds it would otherwise have raised had it accepted the subscription request. - Any Gold One shares will rank pari passu with existing Gold One shares on their date of issue. - Under a derivative agreement entered into between Investec and Gold One, the parties must pay each other (relative to any shares issued under the Subscription Agreement) an amount calculated based on any movements in the Gold One share price between the date of issue of the relevant shares under the Subscription Agreement and the date Investec serves a periodic notice on Gold One (with payment due to Gold One if there is an upwards movement and with payment due to Investec if there is a downwards movement in the share price). - Under a fee arrangement deed, Investec is entitled to a fee for making the facilities available (over and above the commitment fees due under the Facility Agreements). The fee is calculated based on the extent to which the average of the daily VWAP over 10 trading days exceeds ZAR 3.00 multiplied by a specified multiplier. Gold One is entitled to settle such fee in cash or by the issue of fully paid ordinary shares in Gold One with a value equal to the fee. Drawdown under the Facility Agreements and the issue of shares under the Subscription Agreement are subject to the fulfillment or waiver, as the case may be, of certain conditions precedent, which are customary for transactions of this nature. Up to US$ 100 million ("Balance Payment") of the Rand Uranium purchase price of US$ 250 million may be settled in either cash or through the issue of new fully paid ordinary shares in Gold One, at Gold One`s election. The number of Gold One shares to be issued 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. The acquisition of Rand Uranium is still subject to the necessary consents being obtained from the Minister of the Department of Mineral Resources in South Africa. Gold One President and CEO Neal Froneman comments: "I am pleased that we have been able to reach this milestone in the financing of the Rand Uranium acquisition. The financing agreement is testament to the quality of the asset as well as our relationship with the debt providers. This crucial step ensures that we remain on track to complete this acquisition by the end of this year". For and on behalf of Gold One: Corporate Advisor: Qinisele Resources (Proprietary) Limited JSE Sponsor: Macquarie First South Capital (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 Neal Froneman President and CEO +27 11 726 1047 (office) +27 83 628 0226 (mobile) neal.froneman@gold1.co.za Ilja Graulich Investor Relations +27 11 726 1047 (office) +27 83 604 0820 (mobile) ilja.graulich@gold1.co.za Carol Smith Investor Relations +27 11 726 1047 (office) +27 82 338 2228 (mobile) carol.smith@gold1.co.za Derek Besier Farrington National Sydney +61 2 9332 4448 (office) +61 421 768 224 (mobile) derek.besier@farrington.com.au Parktown, Johannesburg. 29 August 2011 Date: 29/08/2011 07:25:08 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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