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HAR - Harmony Gold Mining Company Limited - Agreement to dispose of Evander Gold

Release Date: 30/05/2012 17:46:01      Code(s): HAR
HAR - Harmony Gold Mining Company Limited - Agreement to dispose of Evander Gold
Mines Limited to Pan African Resources Plc                                      
Harmony Gold Mining Company Limited                                             
Registration number 1950/038232/06                                              
ISIN: ZAE000015228                                                              
Code: HAR                                                                       
("Harmony" or the "Company")                                                    
AGREEMENT TO DISPOSE OF EVANDER GOLD MINES LIMITED TO PAN AFRICAN RESOURCES PLC 
1.   INTRODUCTION                                                               
    Shareholders are informed that Harmony has entered into an agreement with   
    Pan African Resources PLC ("Pan African Resources") in terms of which       
Harmony will dispose of Evander Gold Mines Limited ("Evander") to Pan       
    African Resources (the "Transaction").                                      
2.   THE TRANSACTION                                                            
2.1  Salient Terms                                                              
Pan African Resources (through a wholly-owned subsidiary) will acquire      
    Evander for a cash purchase consideration of R1.5 billion to be funded      
    through a combination of internal cash resources, third party debt and      
    equity.                                                                     
2.2  Effective date and Conditions Precedent                                    
    The effective date of the Transaction is 1 April 2012. The closing date of  
    the Transaction is intended to be 31 October 2012 unless extended, subject  
    to, inter alia, the fulfilment of the following conditions precedent:       
-    Pan African Resources obtaining the relevant shareholder approval for  
         the Transaction;                                                       
    -    Obtaining of all relevant regulatory approvals including exchange      
         control approval from the Reserve Bank of South Africa, any required   
approvals from the various exchanges on which Pan African Resources is 
         listed and Competition Commission approval. The Takeover Regulation    
         Panel has exempted Evander from complying with Parts B and C of the    
         Companies Act, 2008 (No. 71 of 2008) and the Takeover Regulations on   
the basis that, although Evander is a public company, it is a wholly   
         owned subsidiary of Harmony; and                                       
    -    Approval of the change in control of Evander by the Department of      
         Mineral Resources.                                                     
A break fee of R50 million will be payable by Pan African Resources and     
    will not be refundable unless the regulatory approvals described above are  
    not fulfilled.                                                              
"We are pleased that Evander is being sold at a value within our value range.   
The proceeds will be received within the next six months, provided all the      
conditions precedent are met,  which will further strengthen our cash position  
to  meet our capital demands in support of our growth strategy", said Graham    
Briggs, chief executive of Harmony.                                             
The Transaction is below the threshold prescribed by the JSE Listing            
Requirements for a categorised transaction and this announcement is therefore   
made on a voluntary basis.                                                      
30 May 2012                                                                     
Financial Advisor and Transaction Sponsor                                       
Merrill Lynch South Africa (Pty) Ltd                                            
Legal Advisor                                                                   
Cliffe Dekker Hofmeyr Incorporated                                              
Sponsor                                                                         
J.P. Morgan Equities Limited                                                    
For more details contact:                                                       
Henrika Basterfield                                                             
Investor Relations Officer                                                      
+27 (0) 82 759 1775                                                             
Marian van der Walt                                                             
Executive: Corporate and Investor Relations                                     
+27 (0) 82 888 1242                                                             
Date: 30/05/2012 17:46:01 Supplied by www.sharenet.co.za                     
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