| Wed 13 Oct 2010, 7:17 | | GDO - Gold One International Limited - Gold One to create Goliath Gold an |
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GDO
GDO
GDO - Gold One International Limited - Gold One to create Goliath Gold, an
African Gold exploration and development company with a 12-million ounce
gold resource
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
OTCQX International: GLDZY
ISIN: AU000000GDO5
("Gold One" or the "company")
GOLD ONE TO CREATE GOLIATH GOLD, AN AFRICAN GOLD EXPLORATION AND
DEVELOPMENT COMPANY WITH A 12-MILLION OUNCE GOLD RESOURCE
HIGHLIGHTS:
- Goliath Gold Mining, a JSE-listed, gold-focused development company,
will be created through the reverse acquisition of White Water
Resources by Gold One
- Gold One will own 74% of Goliath Gold - the enlarged and renamed White
Water Resources
- Goliath Gold will house Gold One`s Megamine portfolio containing over
12-million JORC and SAMREC compliant resource ounces
- Gold One will crystallise ZAR 260-million (A$38.6-million) of value
for Megamine
- Goliath Gold will focus on the development of Megamine
- Gold One`s strong cash flow status and focus on Modder East and
Ventersburg will be preserved
- Gold One will enter into a management contract with Goliath Gold, such
that both parties benefit from the synergy of shared costs, management
and technical expertise
- The transaction is expected to be concluded by the end of the first
half of 2011 and is subject to a number of terms and conditions
Gold One is pleased to advise that pursuant to a transaction with White
Water Resources Limited ("White Water Resources") (JSE: WWR) it will create
Goliath Gold Mining Limited ("Goliath Gold"), a new medium-depth gold
exploration and development company with a 12-million ounce gold resource*.
Gold One will acquire control of investment holding company White Water
Resources through the sale of Megamine, after which White Water Resources
will be renamed Goliath Gold. The deal will allow Gold One`s deeper
resources to be fully developed through Goliath Gold, without detracting
from Gold One`s future strong cash flow status and stated strategy of
developing shallow projects.
Megamine, located east of Johannesburg, comprises Gold One`s operating Sub
Nigel mine and the Vlakfontein, West Vlakfontein and Spaarwater prospecting
areas, totalling 16,056 hectares.
Megamine will be vended into White Water Resources in return for 1.05-
billion White Water Resources shares of ZAR0.25 each, crystallising ZAR260-
million (A$38.6-million) of value for the Megamine assets for Gold One.
"The transaction maintains Gold One`s focus on developing its shallow low
cost ounces as well as its strong operational cash flows, while unlocking
value in Gold One`s deeper resources," explains Gold One President and CEO
Neal Froneman. "White Water Resources was chosen as a suitable vehicle as
the company has, over the past few years, restructured itself into a
focused resource company whose assets are contiguous to those of Gold
One`s."
White Water Resources CEO Waron Mann adds: "White Water Resources
anticipates that the transaction will be beneficial to its shareholders, as
it begins to consolidate a prospective gold province and provides them with
access to a greater resource base as well as excellent management
experience and expertise in exploration, development and mining."
Following completion of the deal and the restructuring of the various
entities, Gold One will hold 74% of Goliath Gold, while existing
shareholders of White Water Resources will own 26%. A 20:1 consolidation of
White Water Resources` shares has been proposed.
The majority of Megamine`s resource (83%) comprises the Main Reef,
estimated at a maximum depth of approximately 2,500 metres below surface,
while the balance includes the Big Pebble Marker Reef, which is estimated
between depths of approximately 500 metres and 1,200 metres below surface.
Sub Nigel, which has been used as a training centre in the build up to full
production at Gold One`s Modder East mine, will continue to operate as
such.
Megamine`s resource currently comprises 3.02-million ounces (including
21.55-million tonnes at 4.36 grams per tonne) in the indicated category and
9.63-million ounces (including 64.62-million tonnes at 4.64 grams per
tonne) in the inferred category. These resources are determined and quoted
in accordance with the South African Code for Reporting of Exploration
Results, Mineral Resources and Mineral Reserves (SAMREC Code) and would not
be materially different if quoted in accordance with the Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(JORC Code).
(For the release with pictures and schematics, please refer to the
Company`s website: www.goliathgold.co.za)
Goliath Gold will benefit from the management team that successfully
explored, financed and developed Gold One`s Modder East mine, which poured
its first tonne of gold only 10 months after its commissioning. In
addition, Gold One will enter into a management contract with Goliath Gold.
Gold One will be entitled to reconstitute the board of directors and
appoint and dismiss directors as it, in its sole discretion, deems fit.
As a result of the transaction, Gold One will be required to make a
mandatory offer to White Water Resources shareholders in terms of the
Securities Regulation Code and Rules of the Securities Regulation Panel.
Gold One intends to make an offer of one Gold One ordinary share for every
12 pre-consolidation White Water Resources shares held. Concurrently, Gold
One will seek to obtain irrevocable undertakings from shareholders of White
Water Resources holding at least 185-million shares, being 50% of the
existing White Water Resources share capital, not to accept the offer.
*Goliath Gold Consolidated Mineral Resource Statement
Tonnes Grade Gold
content
(Mt) (g/t) (Moz)
Indicated Sub Nigel 1 2.91 3.25 0.30
West Vlakfontein/Spaarwater: 18.64 4.53 2.71
Main Reef 2
Total Indicated:3 21.55 4.36 3.02
Inferred Sub Nigel and Spaarwater 1 1.64 4.39 0.23
West Vlakfontein/Spaarwater: 47.42 4.77 7.28
Main Reef 2
West Vlakfontein/Vlakfontein: 15.56 4.25 2.12
Big Pebble Marker 2
Total Inferred:3 64.62 4.64 9.63
Total Indicated and Inferred: 86.17 4.57 12.65
1 Signed-off by Minxcon, independent resource consultants to Gold One,
audited by SRK, depletion undertaken by Gold One, quoted at a cut-off of
160 cmg/t
2 Signed-off by Dr I.C. Lemmer, independent resource consultant
to Gold One, audited by SRK, quoted at a cut-off of 250 cmg/t
3 Total resource numbers may not appear additive
due to rounding
Website: www.goliathgold.co.za
Parktown, Johannesburg
13 October 2010
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
JSE Sponsor, Transaction Sponsor and Transaction Adviser
For further information contact:
Neal Froneman Mark Wheatley
GDO President and CEO GDO Chairman
+27 11 726 1047 (office) +61 2 9963 6400
+27 83 628 0226 (mobile) +61 417 688 539
neal.froneman@gold1.co.za mark.wheatley@gold1.com.au
Ilja Graulich Derek Besier
GDO Investor Relations Farrington National Sydney
+27 11 726 1047 (office) +61 2 9332 4448 (office)
+27 83 604 0820 (mobile) +61 421 768 224 (mobile)
ilja.graulich@gold1.co.za derek.besier@farrington.com.au
Carol Smith
GDO Investor Relations
+27 11 726 1047 (office)
+27 82 338 2228 (mobile)
carol.smith@gold1.co.za
Background on Gold One
Gold One is a gold producer listed on the financial markets operated by the
ASX Limited and the JSE Limited, issuer code GDO. Its flagship operation
is the newly built shallow Modder East mine on the East Rand, some 30
kilometres from Johannesburg. Modder East is the first new mine to be
built in the region in 28 years and distinguishes itself from most of the
other gold mines in South Africa owing to its shallow nature (300 metres to
500 metres below surface), having to date provided direct employment
opportunities for over 1,100 people. Gold One also owns the nearby existing
Sub Nigel mine, which is used primarily as a training centre in the build-
up of the Modder mine to full production. Its other projects and targets
include Ventersburg in the Free State Goldfields, the Tulo concession in
Mozambique and the Etendeka greenfields project in Namibia.
Background on White Water Resources
White Water Resources is a public company incorporated in South Africa. It
is listed on the main board of the JSE in the general mining sector.
White Water Resources holds prospecting rights in the magisterial districts
of Heidelberg and Nigel, in extent 21,000 hectares, also known as Wit
Nigel. Wit Nigel has a historic non code compliant resource of an estimated
3.2-million ounces of gold. The Wit Nigel prospecting area is adjacent to
Gold One`s medium-depth mining assets, positioning it as a significant part
of Goliath Gold`s resource base.
Forward-Looking Statement
This release includes certain "forward-looking statements" and "forward-
looking information". All statements other than statements of historical
fact included in this release including, without limitation, statements
regarding future plans and objectives of Gold One International Limited and
White Water Resources Limited (*to be renamed Goliath Gold Mining Limited)
are forward-looking statements (or forward-looking information) that
involve various risks, assumptions and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual values,
results and future events could differ materially from those anticipated in
such statements.
Important factors could cause actual results to differ materially from Gold
One`s expectations. Such factors include, among others: the actual results
of exploration activities; actual results of reclamation activities; the
estimation or realisation of mineral reserves and resources; the timing and
amount of estimated future production; costs of production; capital
expenditures; costs and timing of the development of new deposits;
availability of capital required to place Gold One`s properties into
production; the ability to obtain or maintain a listing in South Africa,
Australia, Europe or North America; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future
prices of gold and other commodities; possible variations in ore grade or
recovery rates; failure of plant, equipment or processes to operate as
anticipated; accidents; labour disputes and other risks of the mining
industry; delays in obtaining governmental approvals, permits or financing
or in the completion of development or construction activities, economic
and financial market conditions; political risks; currency fluctuations;
title disputes or claims limitations on insurance coverage. Although Gold
One has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause results
not to be as anticipated, estimated or intended.
Important factors could cause actual results to differ materially from
White Water Resources` expectations. Such factors include, among others;
the actual results of exploration activities; actual results of reclamation
activities; the estimation or realisation of mineral reserves and
resources; the timing and amount of estimated future production; costs of
production; capital expenditures; availability of capital; the ability to
obtain or maintain a listing in South Africa; conclusions of economic
evaluations; changes in project parameters as plans continue to be refined;
future prices of gold and other commodities; possible variations in ore
grade or recovery rates; failure of plant, equipment or processes to
operate as anticipated; accidents; labour disputes and other risks of the
mining industry, delays in obtaining governmental approvals, permits or
financing or in the completion of development or construction activities,
economic and financial market conditions; political risks; currency
fluctuations; title disputes or claims limitations on insurance coverage.
Although White Water Resources has attempted to identify important factors
that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or intended.
Any forward-looking statements in this release speak only at the time of
issue. There can be no assurance that such statements will prove to be
accurate as actual values, results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. Neither Gold
One nor White Water Resources undertakes to update any forward-looking
statements that are included herein, or revise any changes in events,
conditions or circumstances on which any such statement is based, except in
accordance with applicable securities laws and stock exchange listing
requirements.
Competent Person
The information in this release that relates to Gold One exploration
results, mineral resources or ore reserves is based on information compiled
by Dr Richard Stewart, who has a doctorate in geology and who is a
professional natural scientist registered with the South African Council
for Natural Scientific Professions (SACNSP).Dr Stewart is also a member of
the Geological Society of South Africa (GSSA) and the vice president of
geology for Gold One, with which he is a full-time employee. He has 10
years experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he is undertaking,
to qualify as a Competent Person for the purposes of both the 2004 Edition
of the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves ("JORC Code") and the South African Code for
Reporting of Exploration Results, Mineral Resources and Mineral Reserves
("SAMREC Code").
Dr Stewart consents to the inclusion in this release of the matters based
on information compiled by Gold One employees and it`s consultants in the
form and context in which they appear. Further information on Gold One`s
resource statement is available in the pre-listing statement of Gold One
International Limited issued on 19 December 2008 and in the resource
statement released on the Stock Exchange News Service (SENS) on 11 October
2010.
The information in this release that relates to White Water Resources
exploration results, mineral resources or ore reserves is based on
information compiled by Mr Andy Clay, M.Sc.(Geol), M.Sc.(Min.Eng) Dip.Bus.M
MSAIMM, FAusIMM, FGSSA, MAIMA Pr.Sci.Nat., who is a director of Venmyn and
has more than 30 years` experience in the minerals industry to qualify as a
Competent Person for the purposes of the `South African Code for Reporting
of Mineral Resources and Mineral Reserves`. Mr Derick de Wit, BTech Chem
Eng (Cum Laude) MAP (Wits) MIASSA, MSAIMM, MECSA, reviewed the information
in this release that relates to White Water Resources exploration results,
mineral resources or ore reserves. He has completed numerous mine
evaluation projects and trade-off studies to qualify as a Competent
Valuator for the purpose of the South African Code for Reporting of Mineral
Asset Valuation ("SAMVAL Code").
Messrs Clay and De Wit consent to the inclusion in this release of the
matters based on information compiled by White Water Resources employees
and it`s consultants in the form and context in which they appear.
Date: 13/10/2010 07:17:01 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.
