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GDO
GDO
GDO - Gold One International Limited - Form 604 - Notice of change of interests
of substantial holder
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" or the "company")
FORM 604 - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
A substantial holder of Gold One, today, 03 January 2012, submitted to the
Australian Securities Exchange ("ASX") the following FORM 604 - "Notice of
change of interests of substantial holder".
QUOTE
To Company Name/Scheme
Gold One International Limited ("Gold One")
ACN/ARSN
094 265 746
1. Details of substantial holder(1)
BCX Gold Investment Holdings Limited ("BCX
Name Gold") (and its related bodies corporate
and associates named in this form,
Including Balyin Nonferrous Group Co.
Limited)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the substantial 30 December 2011
holder on
The previous notice was given to the company on 21 December 2011
The previous notice was dated 21 December 2011
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company
or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in when last required, and when
now required, to give a substantial holding notice to the company or
scheme, are as follows:
Class of
securities (4) Previous notice Present notice
Person`s Voting power Person`s Voting power
votes (5) votes (5)
Ordinary 886,861,238 85.26% 1,261,861,238 89.17%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant
interest of the substantial holder or an associate in voting securities of
the company or scheme, since the substantial holder was last required to
give a substantial holding notice to the company or scheme are as follows:
Person
whose Consideration Class and
relevant given in number of Person`s
Date of interest Nature of relation to securities votes
change changed change (6) change (7) affected affected
30 BCX Gold Acquisition AUD 375,000,000 375,000,000
December of a relevant 150,000,000 Ordinary
2011 Interest in shares
fully paid
ordinary
shares in
Gold One
arising upon
acceptance of
the takeover
offer set out
in the
Bidder`s
Statement
dated 3
August 2011
30 Balyin As above AS above 375,000,000 375,000,000
December Precious Note: BCX Ordinary
2011 Metals Gold is shares
Investment wholly owned
Limited by BPM
("BPM")
30 Balyin As above AS above 375,000,000 375,000,000
December Nonferrous Note: BCX Ordinary
2011 Group Co Gold is shares
Limited wholly owned
("Balyin") by Balyin
30 China- As above AS above 375,000,000 375,000,000
December Africa Note: China- Ordinary
2011 Development Africa shares
Fund Development
Fund has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
dated 5 July
2011, a copy
of which was
annexed to
the ASIC Form
604 dated 11
July 2011
("Exclusivity
Agreement")
30 China- As above AS above 375,000,000 375,000,000
December Africa Gold Note: China- Ordinary
2011 Investment Africa shares
Holding Co. Investment
Limited Holding co.
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
30 China As above AS above 375,000,000 375,000,000
December Development Note: China Ordinary
2011 Bank Development shares
Corporation Bank
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
30 Long March As above AS above 375,000,000 375,000,000
December Capital Note: Long Ordinary
2011 Limited as March capital shares
co-manager Limited has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c)as a
result of the
Exclusivity
Agreement
30 CITIC As above AS above 375,000,000 375,000,000
December Kingview Note CITIC Ordinary
2011 capital Kingview shares
Management Capital
Co. Ltd as Management
co-manager Co. Ltd has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c) as
a result of
the
Exclusivity
Agreement
30 CX Elements As above AS above 375,000,000 375,000,000
December Investment Note: CX Ordinary
2011 Ltd Elements shares
Investment
Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
30 CX Gold As above AS above 375,000,000 375,000,000
December Investment Ordinary
2011 Holdings Note: CX Gold shares
Ltd Investment
Holdings Ltd
has a
relevant
Interest
under section
608(1)(c)as a
result of the
Exclusivity
Agreement
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registere Person Nature of Class and Person`s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
BCX Gold BCX Gold BCX Gold Relevant 1,261,861,2 1,261,861,2
interest 38 Ordinary 38
under shares
section
608(1)(a)
as the
current
holder of
securities
BPM BCX Gold BCX Gold BPM has a 1,261,861,2 1,261,861,2
relevant 38 Ordinary 38
interest shares
under
section
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM.
Balyin BCX Gold BCX Gold Baiyin has 1,261,861,2 1,261,861,2
a relevant 38 Ordinary 38
interest shares
under
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM, and
BPM is
wholly
owned and
controlled
by Baiyin
China-Africa BCX Gold BCX Gold China- 1,261,861,2 1,261,861,2
Development Africa 38 Ordinary 38
Fund Developmen shares
t Fund has
a relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China-Africa BCX Gold BCX Gold China- 1,261,861,2 1,261,861,2
Investment Africa 38 Ordinary 38
Holding Co. Investment shares
Limited Holding
Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China BCX Gold BCX Gold China 1,261,861,2 1,261,861,2
Development Developmen 38 Ordinary 38
Bank t Bank shares
Corporation Corporatio
n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund
Long March BCX Gold BCX Gold Long March 1,261,861,2 1,261,861,2
Capital Capital 38 Ordinary 38
Limited as Limited shares
co-manager has a
of Changxin relevant
Element interest
Development under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CITIC BCX Gold BCX Gold CITIC 1,261,861,2 1,261,861,2
Kingview Kingview 38 Ordinary 38
Capital Capital shares
Management Management
Co. Ltd as Co. Ltd
co-manager has a
of Changxin relevant
Element interest
Development under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Elements BCX Gold BCX Gold CX 1,261,861,2 1,261,861,2
Investment Elements 38 Ordinary 38
Ltd Investment shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold BCX Gold BCX Gold CX Gold 1,261,861,2 1,261,861,2
Investment Investment 38 Ordinary 38
Holdings Ltd Holdings shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of,
or have changed the nature of their association (9) with, the substantial
holder in relation to voting interests in the company or scheme are as
follows:
Name and ACN/ARSN
(if applicable) Nature of association
N/A N/A
6. Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold N/A 96 Youhao Road, Balyin District, Gansu, China
Investment
Holdings Ltd
Balyin Nonferrous N/A 96 Youhao Road, Balyin District, Gansu, China
Group Co. Ltd
Balyin Precious N/A 96 Youhao Road, Balyin District, Gansu, China
Metals investment
Ltd
China-Africa N/A F10/F11, Tower C, Chamsunny World Trade
Development Fund center, No.28 Fuxinmennei Street, Xicheng
District, Beijing, China
China-Africa Gold N/A F10/F11, Tower C, Chamsunny World Trade
Investment Holding center, No.28 Fuxinmennei Street, Xicheng
Co. Limited District, Beijing, China
China Development N/A No.29 Fuchengmenwai Street Xicheng District,
Bank Corporation Beijing
Long March Capital N/A Tlanjin Harbour Bonded Area Halgang 6th Road,
Limited as co- No 78, B-614, c/o Suite 2111, Orient Plaza
manager of Block E1, 1 Chang an Avenue, Beijing, China
Changxin Element 100738
Development LLP
CITIC Kingview N/A c/o suite 3305, Beijing Capital Mansion
Capital management Building No 6, Xinyuan South Road, chaoyang
Co. Ltd as co- District Beijing, China, 100004
manager of Chanxin
Element
Development LLP
CX Elements N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Ltd Avenue, Beijing, China 100738
CX Gold Investment N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Holdings Ltd Avenue, Beijing, China 100738
Signature
Print Name
Alex Yao
Capacity
Attorney
30 December 2011
DIRECTIONS
(1) If there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an
annexure to the form. If the relevant interests of a group of persons are
essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with the names and
addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the
Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into
separate classes.
(5) The person`s votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in
relevant interest occurred. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the
person giving full and accurate details of any contract, scheme or arrangement,
must accompany this form, together with a written statement certifying this
contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise
of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the
particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act
2001.
(7) Details of the consideration must include any and all benefits, money and
other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be
included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the
substantial holder or its associate in relation to the acquisitions, even if
they are not paid directly to the person from whom the relevant interest was
acquired.
(8) If the substantial holder is unable to determine the identity of the person
(eg. if the relevant interest arises because of an option) write "unknown".
(9) Give details, if appropriate, of the present association and any change in
that association since the last substantial holding notice.
Signed
Date: 30 December 2011
UNQUOTE
Johannesburg
03 January 2012
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 03/01/2012 09:42:01 Produced by the JSE SENS Department.
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