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GDO - Gold One International Limited - FIRB approval obtained, update on

Release Date: 26/10/2011 07:06
Code(s): GDO
Wrap Text

GDO - Gold One International Limited - FIRB approval obtained, update on Consortium composition and timetable Gold One International Limited Registered in Western Australia under the Corporations Act, 2001 (Cth) with registration number ACN: 094 265 746 (Registered in South Africa as an external company with registration number 2009/000032/10) ISIN: AU000000GDO5 Share Code on the ASX/JSE: GDO OTCQX International: GLDZY ("Gold One" or the "company") FIRB APPROVAL OBTAINED, UPDATE ON CONSORTIUM COMPOSITION AND TIMETABLE On 16 May 2011, Gold One International Limited (ASX and JSE: GDO) announced that it had entered into an agreement to implement a transaction with a consortium of Chinese investors (the "Consortium") whereby the Consortium is seeking to become the major shareholder and long term strategic partner of Gold One. The transaction comprises BCX Gold Investment Holdings Limited ("BCX Gold"), a special purpose vehicle formed by the Consortium, making a cash offer of A$0.55 per existing Gold One share ("Offer") and a minimum A$150 million capital injection into Gold One ("Transaction"). FIRB Approval BCX Gold has given notice to Gold One that it has approval from the Australian Foreign Investment Review Board for the Transaction, and has given ASX notice to that effect. Consortium Composition On 3 August 2011, BCX Gold issued a Bidder`s Statement in relation to the Offer ("Bidder`s Statement") stating that Gold One will release an announcement if Xinyin Global Resources Fund LLP, a possible additional Consortium member, does not join the Consortium. BCX Gold has confirmed to Gold One that Xinyin Global Resources Fund LLP will not be introduced into the Consortium structure prior to completion of the Transaction. As a result, the structure set out in section 3.3 of the Bidder`s Statement remains an accurate description of the ownership of BCX Gold at or before the end of the period during which the Offer is open for acceptance by Gold One shareholders (the "Offer Period"). Timetable Gold one has been advised by the Consortium that it will be varying the Offer by extending the Offer Period to now close on 7.00pm (Sydney time)/ 10.00am (South African time) on Thursday 15 December 2011 (unless further extended or withdrawn). BCX Gold will be releasing a notice of variation extending the Offer Period and notice under section 630(2)(b) of the Australian Corporations Act 2001 (Cth) shortly. The Offer Period is being extended due to the regulatory approvals in the People`s Republic of China taking longer than anticipated. However, as noted in Gold One`s announcement dated 19 October 2011, a key Chinese regulatory approval, being that of the Chinese National Development and Reform Commission, has been obtained. The timetable relating to the Offer is therefore updated as set out below. Gold One will provide a more detailed timetable relating to the Transaction in due course. Date for announcing if the Offer has 14 days before the Offer closes, become unconditional (subject to being Thursday, 01 December 2011 extension) Last day to trade "cum" the Offer in Thursday, 08 December 2011 Gold One securities on the JSE in order to be recorded on Gold One`s South African register Record date on which South African Thursday, 15 December 2011 shareholders must be recorded on the Gold One`s South African register in order to receive the Offer consideration Offer Period under the Offer ends 10.00 am CAT / 7.00 pm AEST on (subject to extension) Thursday, 15 December 2011 Expected date of payment of Offer Friday, 23 December 2011 consideration to shareholders (Note: This date is subject to change and depends on when shareholders accept the Offer) Notes: 1. The above timetable is subject to change. Any changes will be announced through the ASX Companies Announcement Platform and the Securities Exchange News Service of the JSE. 2. Shareholders are specifically informed that the closing date for the Offer may change as permitted by the Australian Corporations Act 2001 (Cth) and this will affect some of the key dates set out above. 3. CAT means Central African Time and AEST means Australian Eastern Standard. ENDS Johannesburg 26 October 2011 JSE Sponsor Macquarie First South Capital (Pty) Limited Issued by Gold One International Limited www.gold1.co.za On behalf of Gold One: Neal Froneman President and CEO +27 11 726 1047 (office) +27 83 628 0226 (mobile) neal.froneman@gold1.co.za Mark Wheatley Chairman +61 2 9963 6400 (office) +61 417 688 539 (mobile) mark.wheatley@gold1.com.au 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 Sean Chilvers Macquarie Capital +27 11 583 2283 (office) +27 83 280 4101 (mobile) sean.chilvers@macquarie.com Grey Egerton-Warburton Hartleys Limited +61 8 9268 2851 (office) +61 417 355 165 (mobile) grey_warburton@hartleys.com.au On behalf of the Consortium: Clement Kwong Long March Capital +86 108 515 1966 (office) +86 1860 218 9000 (mobile) clement@longmarchcapital.com Craig Forbes Rand Merchant Bank +27 11 282 1156 (office) +27 72 237 2001 (mobile) craig.forbes@rmb.co.za About Gold One Gold One is a gold producer listed on the financial markets operated by the 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 809,010,382 shares. About the Consortium The members of the Consortium are established and based in the People`s Republic of China (PRC). The Consortium is led principally by Baiyin Non- Ferrous Group Co Ltd, which is a Gansu-based resources smelting and extraction company with a history of more than 50 years in China. China Africa Development Fund is primarily a financial investor, and its parent, the China Development Bank Corporation is also interested in exploring opportunities for follow-on debt and acquisition financing arising from an investment in Gold One. Long March Capital Limited is a privately-held investment manager based in Beijing and focussed on the transactional management of resources investments by Chinese capital abroad. Long March Capital Limited co-invests in transactions such as the investment in Gold One, which will be made through co-managed PRC-based and offshore investment vehicles. CITIC Kingview Capital Management Co. Ltd is an investment management company, established in 2007, and held jointly by CITIC Group, CITIC Trust and CITIC Capital, which focuses on the management of Chinese corporate and individual capital investing in various sectors including real estate, private equity, pre-IPOs and resources. This news release does not constitute investment advice. Neither this news release nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of securities in any jurisdiction. This announcement is not for distribution, directly or indirectly, in or into the United States and does not constitute or form part of an offer or solicitation to acquire any securities of Gold One in the United States. Date: 26/10/2011 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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