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Posting of Circular and Notice Convening the 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”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the joint announcement by Goliath Gold and Gold One Africa Limited (“Gold One
Africa”) released on SENS on 22 September 2015 and published in the South African press on 23 September
2015 regarding the terms on which Gold One Africa has made a firm intention offer ("Offer") to acquire all the
Goliath Gold ordinary shares that Gold One Africa does not already own, being a total of 41 247 658 ordinary
shares (“Scheme Shares”) (“Proposed Transaction”), 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 (“Goliath Gold Shareholders”).
Goliath Gold Shareholders are hereby advised that the circular ("Circular") providing them with the relevant
information regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the Goliath Gold
Shareholders ("Scheme Meeting") was posted to Goliath Gold Shareholders today, 15 October 2015. The
Circular will also be available on the Goliath Gold website (www.goliathgold.com).
2. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at 10:00 on Monday, 16 November 2015 at Ground
Floor, Bridgeview House, Constantia Office Park, Corner 14th Avenue and Hendrik Potgieter Street,
Weltevreden Park, 1709, for the purpose of considering and, if deemed fit, passing, with or without modification,
the resolutions set out in the notice convening the Scheme Meeting.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme (“Timetable”) are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
2015
Record date to determine which Goliath Gold Shareholders are entitled to
receive the Circular Friday, 9 October
Circular posted to Goliath Gold Shareholders and notice convening the
Scheme Meeting released on SENS on Thursday, 15 October
Notice convening the Scheme Meeting published in the South African press
on Friday, 16 October
Last day to trade Goliath Gold Shares in order to be recorded in the
Register to vote at the Scheme Meeting (see note 2 below) on Friday, 30 October
Record date to be eligible to vote at the Scheme Meeting, being the
Scheme Voting Record Date, by close of trade on Friday, 6 November
Last day to lodge forms of proxy in respect of the Scheme Meeting with the
Transfer Secretaries by 10:00 on (alternatively, the form of proxy may be
handed to the chairperson of the Scheme Meeting by no later than 10:00
on Monday, 16 November) Thursday, 12 November
Last date and time for Goliath Gold Shareholders to give notice of their
objections to the special resolution approving the Scheme by no later than
10:00 on Monday, 16 November
Scheme Meeting to be held at 10:00 on Monday, 16 November
Results of the Scheme Meeting released on SENS on Monday, 16 November
Results of the Scheme Meeting published in the South African press on Tuesday, 17 November
If the Scheme is approved by Goliath Gold Shareholders at the Scheme
Meeting with sufficient voting rights such that no Shareholder may require
the Company to obtain Court approval for the Scheme as contemplated in
section 115(3)(a) of the Companies Act:
Last date on which Goliath Gold Shareholders can make application to the
Court in terms of section 115(3)(b) of the Companies Act on Monday, 30 November
Last date for Goliath Gold to give notice of adoption of the special
resolution approving the Scheme to Goliath Gold Shareholders objecting to
the special resolution on Monday, 30 November
If no Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date expected to be on Wednesday, 9 December
Finalisation Date announcement expected to be released on SENS on Wednesday, 9 December
Finalisation Date announcement expected to be published in the South
African press on Thursday, 10 December
Expected Scheme LDT, being the last day to trade Goliath Gold Shares on
the JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Thursday, 17 December
Suspension of listing of Goliath Gold Shares on the JSE expected to take
place at the commencement of trade on Friday, 18 December
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the
Scheme Consideration, by close of trade on Thursday, 24 December
Last date on which the Scheme Participants can make an election in
respect of the Scheme Consideration by 12:00 on Thursday, 24 December
Expected date on which the Scheme is implemented Monday, 28 December
Immediate Cash Payment expected to be paid/posted to Scheme
Participants who are Certificated Shareholders (provided their form of
election, surrender and transfer and Documents of Title are received on or
prior to 12:00 on the Scheme Consideration Record Date) on or about Monday, 28 December
Scheme Participants who are Dematerialised Shareholders expected to
have their accounts (held at their CSDP or broker) credited with the
Immediate Cash Payment on or about Monday, 28 December
Termination of listing of Goliath Gold Shares on the JSE expected to take
place at the commencement of trade on or about Tuesday, 29 December
2017
Deferred Cash Payment expected to be paid/posted to Scheme
Participants who are Certificated Shareholders (provided that the form of
election surrender and transfer and Documents of Title are received on or
prior to 12:00 on the Scheme Consideration Record Date on or about Tuesday, 27 June
Scheme Participants who are Dematerialised Shareholders expected to
have their accounts (held at their CSDP or broker) credited with the
Deferred Cash Payment on or about Tuesday, 27 June
Notes:
1. All dates and times may be changed by mutual agreement between Goliath Gold and Gold One Africa (subject to the
approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review
of the special resolution required to approve the implementation of the Scheme will be required. Any change in the
dates and times will be released on SENS and published in the South African press.
2. Goliath Gold Shareholders should note that, as transactions in Shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, Goliath Gold
Shareholders who acquire Goliath Gold Shares after close of trade on Friday, 30 October 2015 will not be eligible to
vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Goliath Gold Shares may not be dematerialised or rematerialised after the Scheme LDT, which is expected to be
Thursday, 17 December 2015.
5. If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so that a Scheme
Member may require Goliath Gold to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of the
Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above will not be
relevant. If this is the case, Goliath Gold Shareholders will be notified separately of the applicable dates and times
under this process.
6. If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b) of the
Companies Act and applies to Court for a review of the Proposed Transaction, the dates and times set out above will
not be relevant. If this is the case, Goliath Gold Shareholders will be notified separately of the applicable dates and
times under this process.
7. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme Meeting will remain
valid in respect of any adjournment or postponement of the Scheme Meeting.
Johannesburg
15 October 2015
Corporate Adviser and Transaction Sponsor to Goliath Gold
Merchantec Capital
Legal Adviser to Goliath Gold and Gold One Africa
ENSafrica
Date: 15/10/2015 03:00:00 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. 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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