Announcement regarding the potential disposal of shares in Goliath Gold to Gold One Africa STELLAR CAPITAL PARTNERS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/015580/06) Share code: SCP ISIN: ZAE000198586 ("Stellar Capital" or the "Company") ANNOUNCEMENT REGARDING THE POTENTIAL DISPOSAL OF SHARES IN GOLIATH GOLD TO GOLD ONE AFRICA 1. INTRODUCTION AND TERMS OF THE TRANSACTION On 22 September 2015, one of Stellar Capital’s investee companies, Goliath Gold Mining Limited ("Goliath Gold"), published a joint firm intention announcement regarding the offer by Gold One Africa Limited ("Gold One Africa") to acquire all the ordinary shares in Goliath Gold that it does not already own, by way of a scheme of arrangement ("Scheme") in accordance with sections 114 and 115 of the Companies Act, No. 71 of 2008 (the "Act"). In terms of the Scheme, Goliath Gold shareholders may elect to either receive an immediate cash payment of R1.00 per Goliath share or a deferred cash payment of R1.60 per Goliath share after the expiry of 18 months following the implementation of the Scheme or any combination of the immediate cash payment of R1.00 and the deferred cash payment of R1.60 in such ratio as may be elected. Currently, Stellar Capital holds 32 311 931 shares in Goliath Gold ("Goliath Shares"), representing approximately 21.89% of Goliath Gold’s issued share capital. To the extent implemented, the Scheme would result in Gold One Africa acquiring all of Stellar Capital’s Goliath Shares. The Scheme requires approval from at least 75% of Goliath Gold’s shareholders who are eligible and present to vote at the Scheme meeting. Stellar Capital has provided an irrevocable undertaking to Gold One Africa and Goliath Gold to vote in favour of the Scheme. Stellar Capital also undertook to elect the deferred cash payment of R1.60 pursuant to the success of the Scheme. Should the Scheme be implemented, Stellar Capital will, from a JSE Listings Requirements perspective, be regarded as having made a Category 2 disposal and is accordingly required to notify its shareholders. The effective date of the Scheme is expected to be on or about Monday, 28 December 2015. 2. THE BUSINESS OF GOLIATH GOLD (SUBJECT OF THE DISPOSAL) Goliath Gold is a mining exploration company listed on the Main Board of the JSE Limited that is focused on identifying and exploring diversified resources across Southern Africa. Goliath Gold’s current exploration portfolio comprises an established mineral gold resource base and holds gold prospecting rights over several contiguous areas in South Africa’s East Rand Basin in the Gauteng Province as well as prospecting rights for heavy mineral sands over an area within South Africa’s Western Cape Province. Goliath Gold is not a related party to Stellar Capital. 3. THE BUSINESS OF GOLD ONE AFRICA (THE PURCHASER) Gold One Africa Limited is an African gold producer and explorer which is indirectly held by Gold One International Limited (Cayman Islands). Gold One Africa’s flagship operation is the shallow depth Modder East mine on the East Rand, some 30 kilometres from Johannesburg. Gold One Africa also holds a 72% interest in Goliath Gold and 100% of the Tulo concession in Mozambique and the Etendeka greenfields project in Namibia. Gold One Africa is not a related party to Stellar Capital. 4. FINANCIAL INFORMATION OF GOLIATH GOLD As per Goliath Gold’s latest reviewed interim financial statements for the six months ended 30 June 2015, released on SENS on 3 September 2015, Goliath Gold had reported: - given the nature of Goliath Gold’s business, no revenue was generated during the period; - loss before tax of R35 555 000; - loss after tax of R35 555 000; and - net assets of R6 072 000. 5. RATIONALE AND PROCEEDS The Board of Stellar Capital have deemed Goliath Gold a non-core investment and are of the view that the proposed offer from Gold One Africa represents an opportunity for Stellar Capital to exit its investment at an attractive valuation. Should the Scheme succeed, Stellar Capital will dispose of its Goliath Shares and elect to receive the deferred cash consideration of R1.60 per Goliath Share, for total scheme proceeds of R51 699 089.60 ("Disposal"). The proceeds from the Disposal will be utilised by Stellar Capital for general corporate and investment purposes. 6. CONDITIONS PRECEDENT AND CATEGORISATION The implementation of the Disposal will be subject to the Scheme being implemented by no later than 31 December 2015. In the event that the Scheme succeeds, the resultant Disposal will be regarded as a Category 2 transaction in terms of the Listings Requirements of the JSE and consequently requires to be notified to Stellar Capital shareholders. 7. RESPONSIBILTY STATEMENT The Board accepts responsibility for the information contained in this announcement. To the best of its knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information included. Rosebank, Johannesburg 22 September 2015 Corporate Finance Adviser and Sponsor: Stellar Advisers Proprietary Limited Date: 22/09/2015 11:07:00 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. 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