GOLIATH GOLD MINING LIMITED - Results of Scheme Meeting

Release Date: 16/11/2015 14:30
Code(s): GGM
 
Wrap Text
Results of Scheme Meeting

GOLIATH GOLD MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1933/004523/06)
Share code: GGM ISIN: ZAE000154753
(“Goliath Gold” or “the Company”)


RESULTS OF SCHEME MEETING


Shareholders are referred to the announcements released on the Stock Exchange News Service of the
JSE Limited on 22 September 2015, 15 October 2015 and 4 November 2015, and to the circular to
Shareholders dated 15 October 2015 (“Circular”) regarding the firm offer by Gold One Africa Limited
(“Gold One Africa”) to acquire all the Goliath Gold ordinary shares that Gold One Africa does not already
own, being a total of 41 247 658 (“Scheme Shares”), by way of a scheme of arrangement (“Scheme”) in
terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended, (the “Companies Act”),
to be proposed by the board of directors of Goliath Gold (“Board”) between Goliath Gold and the holders
of Goliath Gold Shares (“Shareholders”).

Shareholders are advised that at the scheme meeting held on Monday, 16 November 2015 (“Scheme
Meeting”), both the special resolution and the ordinary resolution contained in the notice to convene the
Scheme Meeting were passed by the requisite majority of Shareholders, as detailed below.

Special Resolution: Approval of the Scheme in accordance with the requirements of sections 114 and 115
of the Companies Act

The number of Scheme Shares voted in person or by proxy was 32 324 431, representing 21.94% of the
total issued share capital of the Company.

The total number of ordinary shares eligible for voting in terms of the Special Resolution was 41 247 658
(being the Scheme Shares), which excludes 106 107 247 ordinary shares held by Gold One Africa.

 For                                Against                             Abstained
 32 324 431                         0                                   0
 100%                               0%                                  0%

Ordinary resolution: Authority granted to directors to take all actions necessary to implement the Special
Resolution

The number of ordinary shares voted in person or by proxy was 138 431 678, representing 93.94% of the
total issued share capital of the Company.

 For                                Against                             Abstained
 138 431 678                        0                                   0
 100%                               0%                                  0%

Shareholders are further advised that the Scheme remains subject to the issue by the Takeover Regulation
Panel of a compliance certificate contemplated in section 121(b)(i) of the Companies Act. Once this
condition precedent to the Scheme has been fulfilled, a further announcement regarding the relevant dates
for the implementation of the Scheme will be made.

Johannesburg
16 November 2015

Corporate Adviser and Transaction Sponsor to Goliath Gold
Merchantec Capital

Legal Adviser to Goliath Gold
ENSafrica
150 West Street, Sandton
Johannesburg, 2196

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