| Fri 12 Nov 2010, 16:51 | | GDO - Gold one International Limited / White Water |
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GDO - Gold one International Limited / White Water 12 Nov 2010
GDO WWR
GDO
GDO - Gold one International Limited / White Water Resources Limited
- Acquisition and renewal of cautionary announcement by White Water Resources
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
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One ")
WHITE WATER RESOURCES LIMITED
Incorporated in the Republic of South Africa
Registration number 1933/004523/06
Share code on the JSE: WWR
ISIN: ZAE000130712
("White Water Resources")
FURTHER ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION BY WHITE WATER RESOURCES
OF THE DEEPER LEVEL ASSETS OF GOLD ONE AFRICA LIMITED, TOGETHER WITH THE PLANT,
EQUIPMENT, EMPLOYEES AND SERVICE CONTRACTS RELATED THERETO, AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT BY WHITE WATER RESOURCES
HIGHLIGHTS
- Binding acquisition agreement executed ahead of the agreed 30 November 2010
deadline
- Proposed acquisition still on track to be concluded by the end of the first
quarter of 2011
- Negotiation of certain amendments to the terms of the proposed acquisition
and inclusion of further conditions precedent
1 Introduction
Shareholders are referred to the joint announcement released by White Water
Resources and Gold One on 13 October 2010 ("13 October 2010 Announcement"),
and using the terms defined in that announcement unless otherwise stated,
are advised that the Parties have today, Friday, 12 November 2010, executed
a binding acquisition agreement relating to the acquisition by White Water
Resources of the Megamine Assets from Gold One Africa together with the
employees and service contracts related thereto (collectively the "Megamine
Business") from Gold One Africa ("Acquisition Agreement").
The Acquisition Agreement reflects the Parties` agreement to amend certain
terms of the Transaction as set out in the 13 October 2010 Announcement.
Specifically, the Parties have agreed to the acquisition of the Megamine
Business (as opposed to the Megamine Assets only) as a separate income
producing going concern, subject to the fulfillment or waiver, as the case
may be, of the conditions precedent set out in section 2 below
(the "Amended Transaction").
2 Conditions precedent
Further to the conditions precedent set out in section 6 of the 13 October
2010 Announcement, which conditions, save as indicated below, have been
incorporated into the terms of the Acquisition Agreement without material
amendment thereto, shareholders are advised that, inter alia, the following
additional conditions precedent have been negotiated and included in the
terms of the Acquisition Agreement:
- White Water Resources using its best endeavours to ensure the registration
of each of White Water Resources and Far East Gold Special Purpose Vehicle
(Pty) Limited ("Far East Gold SPV"), as Vat vendors as defined in section 1
of the Value Added Tax Act, 1991;
- White Water Resources adopting new articles of association for its
subsidiaries to ensure compliance with schedule 10 of the Listings
Requirements of the JSE;
- Gold One Africa submitting to the DMR, by not later than 15 December 2010,
an application meeting with the requirements of the South African Minerals
and Petroleum Resources Development Act, 2002, for the renewal of the West
Vlakfontein Prospecting Right for a further period of three years;
- the parties to the agreement entered into between White Water Westward
Exploration (Pty) Limited ("WWWE"), Covenant Mining and Finance (Pty)
Limited, Kabusha Mining and Finance (Pty) Limited and White Water Resources
(the "WWWE Shareholders Agreement") consenting unconditionally in writing
to the change in control of White Water Resources pursuant to the
implementation of the Acquisition Agreement, and waiving any rights that
they may have in terms of the WWWE Shareholders Agreement arising from the
change in control, including (without limitation) any deemed offer by White
Water Resources of its shares in WWWE to the other shareholders of WWWE;
- approval by the shareholders of White Water Resources, to the extent
required, of:
- a general authority to issue White Water Resources ordinary shares for
cash in terms of paragraph 5.52 of the Listings Requirements of the
JSE;
- the election, to the board of directors of White Water Resources of
the individuals to be nominated by Gold One for election thereto, with
effect from one business day after the general meeting to be convened
by White Water Resources for its shareholders to consider and approve
the Amended Transaction;
- the amendment, where necessary, of the articles of association of
White Water Resources or the adoption of new articles of association
to ensure compliance with schedule 10 of the Listing Requirements of
the JSE and any applicable requirements of the ASX Listing Rules or
the Australian Corporations Act;
- the adoption of a share incentive scheme;
- the disposal by White Water Resources under section 228 of the South
African Companies Act, 1973, of the Megamine Business as well as all
assets owned by White Water Resources as at the date of execution of
the Acquisition Agreement to Far East Gold SPV (the "Far East Gold SPV
Transaction") and, if required, the waiver by the White Water
Resources shareholders of their right to receive a mandatory offer
from Far East Gold SPV in terms of Rule 8.7 of the Code as a result of
the Far East Gold SPV Transaction;
- the change in the financial year end of White Water Resources from 31
March in each year to 31 December in each year with effect from the
year ending 31 December 2011; and
- the appointment of PricewaterhouseCoopers Inc as the auditors of White
Water Resources with effect from 1 April 2011,
- the registration of the special resolutions relating to certain of the
conditions precedent; and
- the SRP dispensing with the requirement, if any, that a mandatory
offer be made by Far East Gold SPV to White Water Resources
shareholders as a result of the Far East Gold SPV Transaction,
hereinafter the "Additional Conditions Precedent".
Shareholders are further advised that, having been negotiated and amended, the
following conditions precedent set out in section 6 of the 13 October 2010
Announcement, have been incorporated into the terms of the Acquisition
Agreement:
- the obtaining of approval from the DMR in respect of the transfer by Gold
One Africa of the Megamine Assets to White Water Resources and for the
change of control in White Water Resources resulting from the issue of the
Consideration Shares by White Water Resources to Gold One Africa has been
amended so as to require Gold One Africa to receive approval from the DMR
for the transfer of the Sub Nigel Mining Right, the Vlakfontein Prospecting
Right, the West Vlakfontein Prospecting Right and the Spaarwater
Prospecting Right by Gold One Africa to White Water Resources and in turn
from White Water Resources to Far East Gold SPV; and
- the proposed consolidation of the share capital of White Water Resources to
be implemented before or simultaneously with the implementation of the
Amended Transaction, has been amended to be proposed on a ratio of 10:1 as
opposed to a ratio of 20:1.
The creation of a suitable BEE structure in or by White Water Resources is no
longer a condition precedent to the Transaction as the requirement for a
suitable BEE structure is expected to be attained through the Far East Gold SPV
Transaction. Far East Gold SPV will be owned as to 74% by White Water Resources
and 26% by Micawber 400 (Pty) Limited, Gold One Africa`s current BEE partner.
The Amended Transaction is subject to the fulfillment or waiver, as the case may
be of the conditions precedent set out in the 13 October 2010 Announcement as
amended, together with the fulfillment or waiver, as the case may be of the
Additional Conditions Precedent.
3 Pro forma financial effects of the Amended Transaction, salient dates and
times, and posting of circular
The pro forma financial effects of the Amended Transaction on the reported
financial information of White Water Resources as well as the salient dates and
times relating to the implementation of the Amended Transaction will be
announced to shareholders in due course.
A circular containing full details of the Amended Transaction and incorporating
a notice of general meeting of White Water Resources shareholders, together with
revised listing particulars as well as a circular in respect of the mandatory
offer that will result from the change in control of White Water Resources, will
be posted to White Water Resources shareholders in due course.
4 Renewal of cautionary announcement by White Water Resources
Further to the cautionary announcement by White Water Resources in the 13
October 2010 Announcement, White Water Resources shareholders are advised that
the financial effects of the Amended Transaction are still being finalised and
may have a material effect on the price of White Water Resources securities.
White Water Resources shareholders are further informed that uncertainty remains
whether the JSE will allow the continued listing of the enlarged and renamed
White Water Resources, being Goliath Gold Mining Limited, following the Amended
Transaction. Accordingly, White Water Resources shareholders are advised to
continue exercising caution when dealing in White Water Resources securities
until a further announcement is made.
Jointly issued by Gold One and by White Water Resources.
12 November 2010
Transaction Sponsor
Macquarie First South Adviser (Pty) Limited
JSE Sponsor and Transaction Adviser to Gold One
Macquarie First South Advisers (Pty) Limited
JSE Sponsor to White Water Resources
Merchantec Capital
For further information contact:
GOLD ONE WHITE WATER RESOURCES
Neal Froneman Waron Mann
President and Chief Executive Officer Chief Executive Officer
+27 11 726 1047 (office) +27 21 700 4870 (office)
+27 83 628 0226 (mobile) +27 79 497 1976 (mobile)
neal.froneman@gold1.co.za waron@wwrl.co.za
Carol Smith Steve Black
Investor Relations Financial Director
+27 11 726 1047 (office) +27 21 700 4859 (office)
+27 82 338 2228 (mobile) +27 79 524 8338 (mobile)
carol.smith@gold1.co.za steve@sbaccountants.co.za
Ilja Graulich
Investor Relations Manager
+27 11 726 1047 (office)
+27 83 604 0820 (mobile)
ilja.graulich@gold1.co.za
Derek Besier
Farrington National Sydney
+61 2 9332 4448 (office)
+61 421 768 224 (mobile)
derek.besier@farrington.com.au
On behalf of Gold One: On behalf of White Water Resources:
JSE Sponsor, Transaction Sponsor and JSE Sponsor and Corporate Adviser:
Transaction Adviser: Merchantec Capital
Macquarie First South Advisers (Pty) Transaction Sponsor
Limited Macquarie First South Advisers (Pty)
Limited
South African Legal Adviser: Legal Adviser:
Edward Nathan Sonnenbergs Russell Turner Attorneys
Cliffe Dekker Hofmeyr
Australian Legal Counsel
Blake Dawson
Parktown Cape Town
Website: www.gold1.co.za Website: www.wwrl.co.za
Date: 12/11/2010 16:19:10 Produced by the JSE SENS Department.
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