| Thu 14 Feb 2008, 16:00 | | ANG - Anglogold Ashanti - Signs Agreement With B2Gold |
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ANG
ANANO
ANG - Anglogold Ashanti - Signs Agreement With B2Gold
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
("AngloGold Ashanti/Company")
ANGLOGOLD ASHANTI SIGNS AGREEMENT WITH B2GOLD WHEREBY B2GOLD WILL INCREASE ITS
OWNERSHIP OF CERTAIN COLOMBIAN PROPERTIES AND ANGLOGOLD ASHANTI WILL ACQUIRE A
DIRECT INTEREST IN B2GOLD
AngloGold Ashanti Limited ("AngloGold Ashanti" or ""the Company") is
pleased to announce that it has entered into a binding memorandum of agreement
(the "MOA") with B2Gold Corp. ("B2Gold"). The MOA provides that the existing
Colombian joint venture arrangements between AngloGold Ashanti and B2Gold will
be amended. B2Gold will also acquire from AngloGold Ashanti, additional
interests in certain mineral properties in Colombia. In exchange, B2Gold will
issue to AngloGold Ashanti, 25 million common shares and 21.4 million common
share purchase warrants in B2Gold.
The transactions agreed in the MOA are consistent with AngloGold Ashanti`s
Colombian strategy of leveraging its early mover advantage established in the
country, through select partnerships that allow accelerated and optimised
exploration in Colombia whilst simultaneously focusing AngloGold Ashanti`s
resources directly on its own projects. Prior to this MOA, AngloGold Ashanti
had the right to acquire a 20% interest in B2Gold`s wholly-owned subsidiary,
Andean Avasca Resources Inc. ("AARI"). AngloGold Ashanti now welcomes the
opportunity to acquire a direct interest in B2Gold as contemplated in the MOA
that will provide AngloGold Ashanti with exposure to B2Gold`s global
exploration programme, as well as participation in the underlying joint
venture interests in Colombia that AngloGold Ashanti will retain with B2Gold.
These interests supplement AngloGold Ashanti`s ongoing wholly-owned
exploration activities in Colombia.
Upon the receipt of certain regulatory approvals, as well as certain stock
exchange approvals for B2Gold, the execution of definitive agreements and the
closing of the transactions contemplated by the MOA:
AngloGold Ashanti`s existing right to receive 20% of the voting shares of
AARI will terminate. B2Gold will retain 100% of AARI and will no longer have
an obligation to list AARI shares on a stock exchange;
- B2Gold will acquire a 100% interest in the Miraflores property in
Colombia from AngloGold Ashanti;
- AngloGold Ashanti will transfer to B2Gold, a 2% interest in the Gramalote
joint venture and assign to B2Gold other rights relating to Gramalote Limited,
including AngloGold Ashanti`s right to acquire an additional 24% interest in
Gramalote, so that B2Gold will be entitled to a 51% interest in the Gramalote
joint venture (AngloGold Ashanti retaining a 49% interest in the Gramalote
joint venture) and B2Gold will take over management of exploration of the
Gramalote property and will be responsible for expenditures to complete a
feasibility study of the project by July 2010;
- AngloGold Ashanti will transfer to the Gramalote joint venture its
interests in additional land positions, of approximately 1,500 square
kilometers in extent, located around the Gramalote deposit;
- AngloGold Ashanti will transfer to B2Gold its 100% interest (subject to
AngloGold Ashanti retaining a 1% NSR) in the Mocoa property, a
copper/molybdenum deposit located in the south of Colombia;
- B2Gold`s obligations, in terms of the extent of drilling required for it
to earn in its interests in other Colombian properties under the Relationship,
Farm-out and Joint Venture Agreement dated November 8, 2006 with AngloGold
Ashanti and AARI, will increase from 3,000 metres to 5,000 metres; and
- B2Gold has agreed to issue to AngloGold Ashanti, or its nominee, 25
million common shares and 21.4 million common share purchase warrants in
B2Gold. The common shares in B2Gold, which are being issued to AngloGold
Ashanti for non-cash consideration (including the consideration for the
various properties and rights described above), will be issued at a deemed
price of Cdn$2.50 per share. The exercise price of the Warrants will be $3.34
with respect to 11,000,000 warrants and $4.25 with respect to the balance of
the 10,400,000 warrants.
Based on the 132,277,500 currently outstanding shares of B2Gold, upon
issuance of the 25 million shares issuable to AngloGold Ashanti at the closing
of these transactions, AngloGold Ashanti would hold approximately 15.9% of
B2Gold`s issued and outstanding shares. AngloGold Ashanti`s fully diluted
interest in B2Gold upon the exercise of the 21.4 million warrants would be
approximately 26%.
Under the MOA, B2Gold has agreed to grant AngloGold Ashanti registration
rights in respect of the common shares issued to AngloGold Ashanti. B2Gold
has also agreed to grant AngloGold Ashanti pre-emptive rights in connection
with future share issuances for a term of three years from the date of
issuance of the B2Gold common shares or until AngloGold Ashanti holds less
than 10% of the issued and outstanding common shares in B2Gold, whichever is
earlier. AngloGold Ashanti has agreed to a one year standstill in respect of
its interest in B2Gold which will cease to be effective in the event of a
third party take-over bid or merger proposal relating to all or substantially
all of the share or assets of B2Gold. In addition, AngloGold Ashanti has
agreed to give B2Gold advance written notice of AngloGold Ashanti`s intention
to sell any common shares in B2Gold. The common shares and warrants in B2Gold
will be issued to AngloGold Ashanti (or its nominee) in consideration for the
transactions outlined above and will be held by AngloGold Ashanti (or its
nominee) for investment purposes. AngloGold Ashanti may, subject to the
standstill provisions of the MOA and depending on market and other conditions,
increase or decrease its beneficial ownership of common shares in B2Gold,
whether in the open market, by privately negotiated agreements or otherwise.
Commenting on the transaction, Richard Duffy, Executive Vice President -
Business Development of AngloGold Ashanti, said "We are pleased to have
entered into this agreement with our joint venture partner in Colombia,
B2Gold. This supplements our existing wholly-owned exploration activities, as
well as our joint venture interests with B2Gold and other companies, in
Colombia, and will ensure that AngloGold Ashanti maximises its exposure to the
potential of this prospective country."
ENDS
AGA07.08
14 February 2008
JSE Sponsor - UB
Queries
South Africa Tel: Mobile:
Alan Fine +27(0)11 637 6383 +27(0)83 350 0757
E-mail: affine@AngloGoldAshanti.com
Himesh Persotam +27(0)11 637 6647 +27 (0) 82 339 3890
E-mail: hpersotam@AngloGoldAshanti.com
Disclaimer
Certain statements made during this communication, including, without
limitation, those concerning the economic outlook for the gold mining
industry, expectations regarding gold prices, production, cash costs and other
operating results, growth prospects and the outlook of AngloGold Ashanti`s
operations including the completion and commencement of commercial operations
of certain of AngloGold Ashanti`s exploration and production projects, and its
liquidity and capital resources and expenditure, contain certain forward-
looking statements regarding AngloGold Ashanti`s operations, economic
performance and financial condition. Although AngloGold Ashanti believes that
the expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to have been
correct. Accordingly, results could differ materially from those set out in
the forward-looking statements as a result of, among other factors, changes in
economic and market conditions, success of business and operating initiatives,
changes in the regulatory environment and other government actions,
fluctuations in gold prices and exchange rates, and business and operational
risk management. For a discussion of such factors, refer to AngloGold
Ashanti`s annual report for the year ended 31 December 2006, which was
distributed to shareholders on 29 March 2007. AngloGold Ashanti undertakes no
obligation to update publicly or release any revisions to these forward-
looking statements to reflect events or circumstances after today`s date or to
reflect the occurrence of unanticipated events.
As announced on 14 January 2008, AngloGold Ashanti has entered into an
agreement with Golden Cycle Gold Corporation ("GCGC") whereby it is proposed,
subject to the fulfilment of the conditions precedent to that agreement, that
AngloGold Ashanti will acquire 100% of GCGC. In connection with this
tranaction, AngloGold Ashanti has filed with the SEC a registration statement
on Form F-4 and GCGC will mail a proxy statement/prospectus to its
stockholders, and each will be filing other documents regarding the proposed
transaction with the U.S. Securities and Exchange Commission ("SEC") as well.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement/prospectus will be mailed to GCGC`s stockholders. Stockholders
will be able to obtain a free copy of the proxy statement/prospectus, as well
as other filings containing information about AngloGold Ashanti and GCGC,
without charge, at the SEC`s Internet site (http://www.sec.gov). Copies of the
proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to AngloGold Ashanti, 76
Jeppe Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107)
South Africa, Attention: Investor Relations, +27 11 637 6385, or to Golden
Cycle Gold Corporation, 1515 S. Tejon, Suite 201, Colorado Springs, CO 80906,
Attention: Chief Executive Officer, (719) 471-9013.
Date: 14/02/2008 16:00:05 Produced by the JSE SENS Department.
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