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

Release Date: 07/08/2018 11:00
Code(s): SGL     PDF:  
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Notification in terms of Section 45(5) of the Companies Act 71 of 2008

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

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

Johannesburg, 7 August 2018: Following the receipt of the US$500 million
Stream Advance Payment the Company is initially applying a portion (US$72
million) of the proceeds towards the settlement of Stillwater Mining
Company’s (“Stillwater”) utilisations under the US$600 million Revolving
Credit Facility (USD RCF). The Company is currently in a closed period and
consideration will be given to settling other long term debt instruments
post the announcement of H1 results and once it moves into an open period.

Notice is therefore 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 annual general meeting of the Company
held on 30 May 2018, the board of directors of the Company (the Board) has
adopted a 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$72 million (the “Loan”) for the
purposes of capitalising its wholly owned subsidiary, Stillwater.       This
partial application by the Company of the Stream Advance Payment will enable
Stillwater to settle its utilisations under the USD RCF.           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
• the terms and conditions on which such financial assistance is to be given
  are fair and reasonable to the Company


James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014

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

This announcement includes “forward-looking statements” within the meaning
of the “safe harbour” provisions of the United States Private Securities
Litigation Reform Act of 1995[, including the statements related to
expected production volumes]. Forward-looking statements may be identified
by the use of words such as “target”, “will”, “forecast”, “expect”,
“potential”, “intend”, “estimate”, “anticipate”, “can” and other similar
expressions that predict or indicate future events or trends or that are
not statements of historical matters. The forward-looking statements set
out in this announcement involve a number of known and unknown risks,
uncertainties and other factors, many of which are difficult to predict
and generally beyond the control of Sibanye-Stillwater, that could cause
Sibanye-Stillwater’s actual results and outcomes to be materially
different from historical results or from any future results expressed or
implied by such forward-looking statements. These forward-looking
statements speak only as of the date of this announcement. Sibanye-
Stillwater undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this announcement or to reflect the
occurrence of unanticipated events, save as required by applicable law.

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