| Thu 5 Jul 2007, 14:00 | | GBG - Great Basin Gold - Introduction Of Broad-Bas |
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GBG
GBG
GBG - Great Basin Gold - Introduction Of Broad-Based Black Economic
Empowerment Shareholding And Renewal Of Cautionary Announcement
Great Basin Gold Limited
(Incorporated in Canada and registered as an External Company in South Africa)
(External Company Registration number 2006/021304/10)
Share code: GBG & ISIN: CA3901241057
("Great Basin Gold")
INTRODUCTION OF BROAD-BASED BLACK ECONOMIC EMPOWERMENT SHAREHOLDING IN GREAT
BASIN GOLD AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the various cautionary announcements that have been made to Great
Basin Gold shareholders, the most recent of which was published in the
press on Thursday, 17 May 2007 ("the previous cautionary announcement"),
regarding the introduction of Tranter Gold (Proprietary) Limited
("Tranter") as a broad-based black economic empowerment shareholder in
Great Basin Gold ("the proposed transaction"), Great Basin Gold
shareholders are hereby advised that the specific transaction processes as
set out below have been finalised.
2. THE ADDITIONAL CONSIDERATION
On Wednesday, 27 June 2007, Gold Fields Limited, GFL Mining Services Limited
("GFL"), GFI Mining South Africa (Proprietary) Limited ("GFIMSA"), Great
Basin Gold, Southgold Exploration (Proprietary) Limited ("Southgold") and
Tranter ("the parties") concluded a memorandum of agreement ("the Gold
Fields agreement") to replace the heads of agreement entered into between
the parties, as announced in the previous cautionary announcement.
The Gold Fields agreement sets out the terms relating to the settlement of the
additional consideration payable by Southgold to GFL ("the additional
consideration"), in terms of which Southgold will pay to GFL an amount of
R80 million in full and final settlement of the additional consideration
and GFIMSA will, on receipt by GFL of such additional consideration
settlement payment, contribute an amount of R80 million to Tranter (`the
Gold Fields transaction").
R70 million of this contribution is to be utilised by Tranter in respect of
the proposed transaction, and the balance of R10 million is to be retained
by Tranter to be utilised exclusively for the establishment, administration
and day-to-day operational costs of Tranter in respect of its strategy to
become an operational mining, prospecting and procurement company.
The Gold Fields agreement is subject to and conditional upon, inter alia,
approval by the board of directors of each of the parties and the parties
obtaining the required regulatory approvals for the Gold Fields transaction
in Canada and South Africa by no later than 90 days after the date of
signature of the Gold Fields agreement.
3 FUNDING FOR THE PROPOSED TRANSACTION
On Wednesday, 4 July 2007, Investec Bank Limited ("Investec") approved a
preference share facility of R200 million ("the Investec funding") for a
special purpose vehicle, wholly owned by Tranter, in respect of the
proposed transaction. The additional R10 million is to be retained by
Tranter to be utilised in respect of Tranter`s strategy to become an
operational mining, prospecting and procurement company as set out above.
The Investec funding is subject to, inter alia, the execution of the
underlying facility agreements and other relevant documentation.
4. DATE FOR THE FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT
The date for the fulfilment of the various conditions precedent to the
proposed transaction set out in the Transaction Framework Agreement
(entered into between Great Basin Gold, Southgold and Tranter on 21
February 2007, as referred to in the previous cautionary announcement) has
been extended to 31 July 2007.
The outstanding conditions precedent include, inter alia, the conclusion by
Great Basin Gold and Tranter of a binding transaction agreement, and the
required regulatory approvals being obtained in Canada and South Africa,
including, inter alia, approval from the South African Reserve Bank.
Accordingly, Great Basin Gold shareholders are advised to continue to exercise
caution when dealing in their shares until a further announcement is made
in this regard.
5 July 2007
Sandton
Corporate advisor to Sponsor Corporate law Corporate advisor to
Great Basin Gold advisor to Tranter
Great Basin
Gold
T-Corporate Nedbank Falcon PricewaterhouseCoopers
Capital Attorneys Corporate Finance
Funders to Tranter Independent expert
Investec Capital Markets Venmyn Rand
Date: 05/07/2007 14:00:01 Produced by the JSE SENS Department.
