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Thu 20 Nov 2008, 14:30 VIL - Village - The Claw-Back Offer (The Offer)
VIL
VIL                                                                             
VIL - Village - The Claw-Back Offer (The "Offer")                               
Village Main Reef Gold Mining Company (1934) Limited                            
("Village" or "the company")                                                    
(Incorporated in the Republic of South Africa)                                  
(Registration Number 1934/005703/06)                                            
JSE Code VIL      ISIN: ZAE000007720                                            
THE CLAW-BACK OFFER (the "Offer")                                               
Village shareholders are referred to the announcement released on SENS on       
7 November 2008 relating to the Offer and are advised that following protracted 
negotiations with the JSE Limited ("JSE") the directors of Village have decided 
not to proceed with the Offer at this stage.                                    
The previous circular Village posted to shareholders on 17 September 2008       
related to the restructuring of the share capital, general authority to issue   
shares for cash, and the waiver of the mandatory offer and was approved by the  
JSE on 16 September 2008. The general meeting of the company was held on 10     
October 2008 where all proposed resolutions were approved.                      
The JSE informed Village`s advisers that in order to receive formal approval for
the Offer circular the following paragraph must be included: ".that Village,    
subsequent to the claw back offer, will no longer be a curtailed operation and  
that Village will not satisfy the main board listings requirements.  As a result
hereof the JSE will consider the suspension and/or termination of Village       
subsequent to the claw back offer being implemented. The JSE will however grant 
Village two weeks to make representations to the JSE as to why Village should   
not be suspended and/or terminated.  The two week period will commence on the   
date that coincides with the listing and trading on the JSE of the claw-back    
shares".                                                                        
In view of the above the directors of Village have decided to withdraw the offer
at this stage in order to assess alternatives.                                  
20 November 2008                                                                
Adviser and Sponsor:                                                            
Investec Bank Limited                                                           
Lead sponsor:                                                                   
Barnard Jacobs Mellet Corporate Finance (Pty) Ltd                               
Date: 20/11/2008 14:30:01 Produced by the JSE SENS Department.                  
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