SIBANYE GOLD LIMITED - Notification in terms of Section 45(5) of the Companies Act 71 of 2008

Notification in terms of Section 45(5) of the Companies Act 71 of 2008

Sibanye Gold Limited
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye Gold”, “Sibanye”, “the Company” and/or “the Group”)


Notification in terms of Section 45(5) of the Companies Act 71 of 2008


Westonaria, 5 June 2017. Notice is hereby given that, in terms of the provisions
of Section 45(5) of the Companies Act 71 of 2008 (the “Companies Act”), and pursuant
to the special resolution passed at the general meeting of the Company held on 24
May 2016, the board of directors of the Company (the “Board”) has adopted a
resolution (the “Resolution”) to provide financial assistance to an indirect wholly
owned subsidiary of the Company, Thor US Holdco Inc. (“US HoldCo”), by advancing
to US HoldCo an amount of US$200 million (the “Loan”) for the purposes of
capitalising its wholly owned subsidiary Stillwater Mining Company (“SWC”), so as
to enable SWC to settle certain convertible notes. The Loan constitutes direct
and/or indirect financial assistance in terms of the provisions of Section 45(2)
of the Companies Act.

Having considered all reasonable financial circumstances of the Company in terms
of and pursuant to the provisions of Section 45 as read with Section 4 of the Act,
the Board satisfied itself that:

  - immediately after providing the financial assistance referred to above, the
    Company would satisfy the solvency and liquidity test contemplated in Section 4
    of the Act;
  - all relevant conditions and restrictions relating to the granting of such
    financial assistance by the Company contained in the Company's memorandum of
    incorporation are satisfied; and
  - the terms and conditions on which such financial assistance is to be given are
    fair and reasonable to the Company.


ENDS



Contact
James Wellsted
SVP Investor Relations
Sibanye Gold Limited
+27 83 453 4014
james.wellsted@sibanyegold.co.za

Sponsor: J.P. Morgan Equities South Africa Proprietary Ltd




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