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Tue 20 Mar 2012, 7:05 GGM - Goliath Gold Mining Limited - Finalisation date abridged pre-listing
GGM
GGM                                                                             
GGM - Goliath Gold Mining Limited - Finalisation date, abridged pre-listing     
statement of Goliath Gold and subsequent mandatory offer                        
GOLIATH GOLD MINING LIMITED                                                     
(Formerly White Water Resources Limited)                                        
Incorporated in the Republic of South Africa                                    
(Registration number 1933/004523/06)                                            
Share code: GGM   ISIN: ZAE000154753                                            
("Goliath Gold" or the "company")                                               
FINALISATION DATE, ABRIDGED PRE-LISTING STATEMENT OF GOLIATH GOLD AND           
SUBSEQUENT MANDATORY OFFER                                                      
1.   Introduction                                                               
Goliath Gold is currently listed on the JSE Limited ("JSE"). On Tuesday,    
    22 March 2011, at a general meeting of the company ("general meeting")      
    convened in terms of the notice of general meeting contained in the         
    circular to shareholders dated 25 February 2011 ("Circular"), Goliath       
Gold shareholders ("shareholders") approved all the ordinary and special    
    resolutions, including the issue of 104,891,948 post-consolidation*         
    ordinary shares in the company of R2.50 each ("consideration shares") to    
    Gold One Africa Limited ("Gold One Africa"), a wholly-owned subsidiary      
of Gold One International Limited ("Gold One") as consideration for the     
    acquisition of the business as a going concern comprising the Sub Nigel     
    1, 2 and 3 Mining Right (see paragraph 4.1 below); the Sub Nigel 1, 2       
    and 3 Surface Rights (see paragraph 4.2 below); the Vlakfontein             
Prospecting Right (see paragraph 4.3 below); the West Vlakfontein           
    Prospecting Right (see paragraph 4.4 below); the Spaarwater Prospecting     
    Right (see paragraph 4.5 below) and plant, equipment, employees and         
    service contracts related thereto ("Megamine Business")("acquisition").     
*Two of the special resolutions approved at the general meeting related     
    to i) the consolidation of the existing share capital of the company on     
    a 10:1 basis ("consolidation"); and ii) the change of the name of the       
    company from White Water Resources Limited to Goliath Gold Mining           
Limited. Subsequent to the consolidation, the JSE granted a listing of      
    42,462,958 fully paid Goliath Gold ordinary shares, which constituted       
    all of the issued share capital of Goliath Gold, on the "Mining: Gold       
    Mining" sector of the JSE List. The shares commenced trade under the        
abbreviated name GOLIATH GOLD with the share trading code "GGM" and ISIN    
    ZAE000154753, with effect from the commencement of trade on the JSE on      
    Monday, 16 May 2011.                                                        
2.   Conditions precedent                                                       
Shareholders are advised that all the remaining conditions precedent to     
    the acquisition have been fulfilled or waived.                              
3.   Abridged pre-listing statement                                             
    This abridged pre-listing statement relates to the listing of, post the     
acquisition, the enlarged Goliath Gold on the JSE with effect from the      
    commencement of business on Wednesday, 28 March 2012.                       
    This abridged pre-listing statement does not constitute a full pre-         
    listing statement and is not an invitation to the public to subscribe       
for shares in Goliath Gold, but is issued in compliance with the            
    Listings Requirements of the JSE for the purpose of providing               
    information to the public with regard to Goliath Gold. This abridged pre-   
    listing statement contains salient details pertaining to Goliath Gold,      
which details are more fully described in the revised listing               
    particulars of Goliath Gold dated Friday, 25 February 2011 ("pre-listing    
    statement").                                                                
    The pre-listing statement is available on the website of the company        
hosted at www.goliathgold.co.za. The pre-listing statement is made          
    available to shareholders for information purposes only.                    
4.   Nature of business                                                         
    On 12 November 2010, Goliath Gold entered into an acquisition agreement     
with Gold One. The acquisition agreement stipulates that Goliath Gold       
    will acquire the Megamine Business from Gold One Africa. The rights         
    referred to in paragraphs 4.1 to 4.5 below together with plant,             
    equipment, employees and service contracts relating to such rights will     
all be transferred to Goliath Gold on the effective date as part of the     
    Megamine Business, and thereafter will be transferred, together with        
    certain assets already held by Goliath Gold (including the Wit Nigel        
    prospecting right over certain portions of the farms Spaarwater 171 IR,     
Langlaagte 186 IR, Klippoortjie 187 IR, Tulipvale 188 IR, Maraisdrift       
    190 IR, Noycedale 191 IR, Boschfontein 386 IR, Poortje 389 IR, Houtpoort    
    392 IR and Bothaskraal 393 IR, located in the districts of Heidelberg       
    and Nigel, in extent 21,268,24 hectares, also known as Wit Nigel (DMR       
Reference: GP 73 PR) ("Wit Nigel")), to Far East Gold Special Purpose       
    Vehicle Proprietary Limited ("FEG")(which will be held as to 74% by         
    Goliath Gold and 26% by Micawber 400 Proprietary Limited, the black         
    economic empowerment partner selected for Goliath Gold).                    
4.1  The Sub Nigel 1, 2 and 3 Mining Right                                  
    The Sub Nigel 1, 2 and 3 new order Mining Right GP (28) MR, over certain    
    portions of the farms Spaarwater 171 IR, Droogebult 170 IR, Deelkraal       
    203 IR, Noycedale 191 IR, Varkensfontein 169 IR, and Grootfontein 165 IR    
in the District of Nigel, measures 3 013,3142 hectares. This area was       
    previously part of the old Sub Nigel Gold Mine, established in 1895 on      
    the farms Noycedale 191 IR and Droogebult 170 IR, and the Spaarwater        
    Gold Mine. Mining operations commenced in 1909 and continued until 1971.    
In 1984, Sub Nigel Gold Mining was formed, which acquired the Sub Nigel     
    gold mine from Gold Fields Limited. In 1986, Sub Nigel Gold Mine listed     
    on the JSE, and in 1992, the mine was placed on care and maintenance.       
    Subsequently, in 2006, certain assets of Aflease Gold and Uranium           
Resources Limited and Sub Nigel Gold Mining were merged to form Aflease     
    Gold Limited.                                                               
    The Sub Nigel 1, 2 and 3 Mining Right currently held by Gold One was        
    granted on 15 July 2008 and expires on 14 July 2038. The right includes     
gold ore and associated minerals.                                           
    In 2008, Gold One recommissioned the Sub Nigel shaft, with a primary        
    view of utilising the shaft as a training centre to train and develop       
    mining teams for Modder East during its production ramp up. Production      
commenced in January 2009 and built up to approximately 5 000 tonnes per    
    month by September 2009, which remained the operating level until the       
    mine`s closure as disclosed in the announcement issued on SENS on 7 June    
    2011.                                                                       
4.2  The Sub Nigel 1, 2 and 3 Surface Rights                                
    The surface areas on the farm of Varkensfontein 169 IR in the District      
    of Nigel, as described below:                                               
    - Sub Nigel 1, 2 and 3 (Surface Right 62/88 RMT 0103/88 - reduction         
works with fencing);                                                        
    - Sub Nigel 1, 2 and 3 (Surface Right 428/89 RMT 017/88 - offices with      
    fencing); and                                                               
    - Sub Nigel 1, 2 and 3 (Surface Right 112/88 RMT 018/88 - shaft             
equipment with fencing).                                                    
    4.3  The Vlakfontein Prospecting Right                                      
    The Vlakfontein new order Prospecting Right GP (260) PR, located on         
    certain portions of the farms Vlakfontein 130 IR and Grootfontein 165 IR    
in the District of Nigel, comprises 6,540,7174 hectares. The area was       
    first mined in 1934 by Gold Fields of South Africa Limited. Mining          
    ceased on the site in 1977. In 2006, the area was incorporated into         
    Aflease Gold Limited.                                                       
The Vlakfontein Prospecting Right currently held by Gold One was granted    
    on 29 May 2007, and expires on 28 May 2012. The right includes gold,        
    uranium, precious metals and associated minerals. Gold One Africa has       
    lodged a renewal application in respect of this right.                      
Historically, mining at Vlakfontein was undertaken between January 1942     
    and December 1977. During its productive life of 36 years, approximately    
    18 million tonnes of ore was milled, which yielded 209.5 tonnes (6.7        
    million ounces) of fine gold at a grade of 11.51 grams per tonne.           
Virtually all of the total production of gold was obtained from the Main    
    Reef. Historical exploration of the Kimberley Reef included 11 drill        
    holes within the Vlakfontein mine area.                                     
    4.4  The West Vlakfontein Prospecting Right                                 
The West Vlakfontein new order Prospecting right GP (142) PR, located on    
    certain portions of the farms Withoek 131 IR, Spaarwater 171 IR, Tsakane    
    260 IR, Zonnestraal 163 IR and Vlakfontein 161 IR, in the Districts of      
    Nigel and Brakpan, comprises 3 860,5435 hectares. The area was first        
explored by Gold Fields of South Africa Limited in 1942, and in 1984        
    became part of the Sub Nigel Gold Mining Company Limited. It was            
    incorporated into Aflease Gold Limited in 2006.                             
    The West Vlakfontein Prospecting Right currently held by Gold One Africa    
was granted on 1 June 2006, and the renewal of such right was granted by    
    the South African Department of Mineral Resources ("DMR") on 12 July        
    2011 for a period of three years. The right includes gold and associated    
    minerals.                                                                   
Historically, exploration on the West Vlakfontein project targeted the      
    Main Reef. Exploration of this target included a NE-SW trending             
    development winze, which included on-reef mining.                           
    The winze, also known as the 30 Level East and West Incline Haulage, was    
sampled on a systematic basis at the time of mining of the area. The        
    winze was mined on a limited basis as part of the Vlakfontein mine          
    operations in the 1950s at a depth of between 1 470 metres and 2000         
    metres. West Vlakfontein`s No. 1 shaft is located at approximately the      
mid-point of the winze.                                                     
    4.5  The Spaarwater Prospecting Right                                       
    The Spaarwater new order Prospecting Right GP (45) PR, located on           
    certain portions of the farms Vlakfontein 161 IR, Zonnestraal 163 IR and    
Spaarwater 171 IR in the District of Nigel, comprises 2 643,3942            
    hectares. The area was surface drilled and mined by Gold Fields of South    
    Africa Limited from 1947 until 1969. In 2005, a prospecting right over      
    the area was awarded to Aflease Gold Limited.                               
The Spaarwater Prospecting Right currently held by Gold One was granted     
    on 28 October 2005, and the renewal of such right was granted by the DMR    
    on 12 July 2011 for a period of three years. The right includes precious    
    metals and associated minerals.                                             
Spaarwater Mine operated from November 1947 to August 1969, and milled      
    2.5 million tonnes of ore yielding 10.38 grams per tonne of gold.           
    The acquisition will effectively result in a reverse takeover of Goliath    
    Gold by Gold One Africa, with Gold One Africa ultimately holding 71% of     
the share capital in Goliath Gold.                                          
    Subsequent to shareholders voting overwhelmingly in favour of the           
    acquisition and the related resolutions at the general meeting on           
    Tuesday, 22 March 2011, a new management team was also appointed.           
Goliath Gold`s new management team is focused on creating value by          
    exploring and ultimately developing the company`s extensive future asset    
    base. This has already begun in earnest with the first surface              
    exploration drillholes having already been completed. Although the          
majority of the current resources have a medium depth profile, a number     
    of shallower exploration targets also exist, and are currently the focus    
    of exploration activities. The shallower targets are expected to provide    
    initial development opportunities as well as the necessary foundations      
to access the deeper resources in future. A conceptual economic scoping     
    study has already been undertaken at Megamine. The outcome of the           
    current surface exploration drilling programme will form the basis of       
    updating this scoping study to a pre-feasibility study.                     
The company`s transformation into a new gold exploration and development    
    company has been well received by the market. Since the acquisition`s       
    formal announcement on 13 October 2010, Goliath Gold`s share price has      
    outperformed its gold mining peers on the JSE by over 90%.                  
5.   Operational update                                                         
    The major exploration activities undertaken during 2011 included surface    
    exploration drilling, capturing and quality assurance/quality control       
    ("QA/QC") of underground and surface sampling information from historic     
ore reserve tracing sheets, continued enhancement of  geological models,    
    and the compilation and QA/QC of a historic borehole database.              
    Project activities have focused on extending knowledge from historical      
    production related information as well as continuing the exploration        
drilling programme in the southern portion of Megamine and the Wit Nigel    
    area. The exploration drilling programme, which commenced in March 2011,    
    totalled 8,986 metres during 2011. The major objective of the               
    exploration drilling is the confirmation of high-grade payshoot             
extensions in an up-dip, southerly direction from Spaarwater into the       
    Wit Nigel prospecting area.                                                 
    In excess of 60,000 underground grade sample data points were captured,     
    of which approximately 16,800 were assigned to the Main Reef on Wit         
Nigel. This information is still undergoing the final QA/QC procedure       
    and will be utilised to enhance the existing geological models.             
    Desktop studies for the area have continued to concentrate on critical      
    topics such as: the impact of the Springs monocline on reef facies and      
grade distribution; structural evolution of the East Rand Basin; and        
    effects of footwall controls on grade distribution. To enhance the local    
    understanding of the Wit Nigel area, a total of 73 historical borehole      
    logs were acquired and a total of 904 assay values were captured for the    
Main and Kimberley Reefs and have been added to the existing database.      
    The current surface exploration results, combined with the historic         
    information collected and collated, will be utilised to consider updated    
    resource estimations for the Megamine and Wit Nigel properties during       
2012.                                                                       
6.   Mandatory offer                                                            
    A mandatory offer by Gold One Africa to minority Goliath Gold               
    shareholders is required in terms of the of the Companies Act, 2008 (Act    
71 of 2008, as amended ("Companies Act") and the Takeover Regulations       
    published in terms of section 120 of the Companies Act, as a result of      
    the change in control of the company, pursuant to Gold One Africa           
    acquiring a 71% interest in Goliath Gold. Details of the mandatory offer    
by Gold One Africa to acquire all of minority Goliath Gold shareholders`    
    ordinary shares for an offer consideration of one Gold One ordinary         
    share for every 1.2 post-consolidation Goliath Gold shares held, were       
    set out in the Offer Circular to shareholders dated Friday, 25 February     
2011, which accompanied the Circular.                                       
7.   Business objectives, capital management and prospects                      
    Goliath Gold will be a focused exploration and development company with     
    an Australian Code for Reporting of Exploration Results, Mineral            
Resources and Ore Reserves and South African Code for Reporting of          
    Exploration Results, Mineral Resources and Mineral Reserves compliant       
    resource base of 12.65 million ounces (including 3.02 million ounces at     
    4.36 grams per tonne in the indicated category and 9.63 million ounces      
at 4.64 grams per tonne in the inferred category). The assets of the        
    enlarged Goliath Gold provide for a large contiguous prospecting and        
    mining area. This facilitates opportunities to maximise exploration         
    value by considering an holistic exploration approach.                      
The nature of Goliath Gold`s business necessitates strong and               
    disciplined capital management. Budgets and working capital forecasts       
    are presented to the Goliath Gold board for approval and are closely        
    managed and monitored during the financial year. To ensure maximum value    
uplift for its shareholders, project expenditure is prioritised based on    
    the strongest short term value uplift created through the allocation of     
    capital. Each project is assessed against spend on an ongoing basis to      
    ensure that the value uplift is realised as forecast. Projects that have    
the ability to generate short term cash are also given priority.            
    Goliath Gold will use its strong and supportive shareholder base,           
    relationships with financial institutions and the international capital     
    markets to fund development projects. The same funding philosophy which     
governs exploration spend is applied in that spend is only approved if      
    it is value accretive to the company and its shareholders.                  
    Through the development of Modder East, Gold One has a proven track         
    record of advancing projects from an exploration phase, through             
development to production. This has been achieved by an experienced         
    management team with the necessary expertise in the various geological,     
    engineering, metallurgical and corporate disciplines. Goliath Gold is       
    expected to benefit from this management experience and expertise in        
developing the contiguous asset base formed through the assets of the       
    enlarged Goliath Gold by way of the executive directors of the board and    
    staff, as well as a management agreement entered into between Goliath       
    Gold and Gold One effective from the completion date of the acquisition     
as described in paragraph 6.1.14 of the pre-listing statement.              
    Although the majority of Goliath Gold`s resource base will comprise the     
    Main Reef, geological modelling has identified significant exploration      
    targets in the BPM and UK9A Kimberley Reefs.                                
These ore bodies occur from surface to depths in excess of 1 500 metres     
    within Goliath Gold`s prospecting and mining rights areas. In the           
    shallower portions (at depths of less than approximately 600 metres         
    below surface) opportunities exist to utilise existing shaft                
infrastructure to gain rapid access to these ore bodies. These areas        
    thus represent near term exploration opportunities and surface              
    exploration drilling will evaluate the economic viability of the BPM and    
    UK9A in the proximity of existing shaft infrastructure.                     
The longer-term target for Goliath Gold is the Main Reef. This ore body     
    occurs at depths of between approximately 1,000 metres and 2, 500 metres    
    below surface on the Megamine properties and extends to surface on the      
    Wit Nigel property. Importantly, these resources are disconnected from      
historical workings in the East Rand Basin, and therefore are not linked    
    to the current underground flooded workings. Current exploration through    
    surface drilling is aimed at confidently delineating higher grade           
    channelised areas that will form the initial targeted production of the     
Main Reef. On the basis of these exploration results, where appropriate     
    economic scoping studies that have been undertaken will be upgraded to      
    pre-feasibility studies. The fact that this area is not reliant on          
    extensive historic infrastructure provides an opportunity for these         
studies to consider the use of appropriate and modern technologies and      
    mining methods to optimise efficiencies and minimise costs.                 
    Goliath Gold represents a project that has short, medium and longer term    
    growth potential, which will be investigated and advanced through the       
current scoping studies and planned exploration activities.                 
8.   Unaudited pro forma financial effects of Goliath Gold for the six month    
    period ended 30 September 2011                                              
    8.1  The table below summarises the unaudited pro forma financial           
effects on net asset value ("NAV") per share, tangible net asset       
         value ("TNAV") per share, earnings per share and headline earnings     
         per share of Goliath Gold.                                             
    8.2  The unaudited pro forma financial effects have been prepared for       
illustrative purposes only to reflect the financial information of     
         Goliath Gold following the conclusion of the acquisition and the       
         financial effects of the issue of the consideration shares. Because    
         of their nature, the unaudited pro forma financial effects may not     
give a fair reflection of Goliath Gold`s financial position,           
         changes in equity and results of operations or cash flows. The         
         unaudited pro forma financial effects are the responsibility of the    
         Goliath Gold directors.                                                
Goliath      Megamine    Goliath      Percentage         
                       Gold         Business    Gold after   Change             
                       Note 2       Note 3      Note 4       Goliath Gold       
                                                             after /            
Goliath Gold       
                                                             adjusted           
                                                                                
Total number of shares  42,462,958   -           147,354,905  247.0%            
Weighted average number 42,462,958   -           147,354,905  247.0%            
of shares                                                                       
                                                                                
Earnings/(Loss) per                                                             
share (cents)                                                                   
- Basic                 6.47         -           (10.5%)      (262.3%)          
- Diluted               6.47         -           (11.20)      (273.1%)          
- Headline              6.47         -           (11.20)      (273.1%)          
NAV per share           76.79        -           51.21        (33.3%)           
TNAV per share          76.79        -           51.21        (33.3%)           
    Notes:                                                                      
    1.   The pro forma financial effects are based on the accounting            
policies adopted by Goliath Gold, which are in accordance with         
         International Financial Reporting Standards ("IFRS"). It is assumed    
         that all changes and transactions described below are effective on:    
         -    1 April 2011, for purposes of preparing the pro forma             
financial effects on earnings per share and headline earnings     
              per share.                                                        
         -    30 September 2011, for purposes of preparing the pro forma        
              financial effects on NAV per share and TNAV per share.            
2.   The "Goliath Gold" column has been extracted from the published        
         reviewed consolidated interim financial information of Goliath Gold    
         for the period ended 30 September 2011.                                
    3.   The "Megamine Business" column has been extracted from the reviewed    
interim financial information for the Megamine carve out accounts      
         for the period ended 30 June 2011.                                     
    4.   Represents the unaudited pro forma financial position after the        
         acquisition and the disposal to FEG, which includes the following:     
-    The acquisition of the Megamine Business.                         
         -    The impact of the reverse acquisition of Goliath Gold by Gold     
              One Africa (the current owner of the Megamine Business). The      
              deemed acquisition value of Goliath Gold is R106.2 million.       
Assets of R38.5 million and a deferred tax liability of R10.8     
              million are recognised in addition to assets and liabilities      
              already reflected in the financial information of Goliath         
              Gold, based on a preliminary fair value calculation. The          
deemed acquisition value less the net fair value of the assets    
              and liabilities of Goliath Gold is R45.8 million and is           
              expensed.                                                         
         -    Transaction costs associated with the transactions of R9.0        
million, which are once-off in nature. These costs comprise       
              transaction costs exclusive of VAT of R6.9 million, VAT           
              thereon of R0.9 million and R1.2 million per the settlement       
              agreements for the previous chief executive officer and           
financial director.                                               
9.   Goliath Gold share capital                                                 
Share capital and premium of Goliath Gold post the        R`000                 
acquisition                                                                     
Authorised                                                                      
200 000 0000 ordinary shares of R2.50 each                500,000               
Issued                                                                          
147 354 905 ordinary shares of R2.50 each                 368,387               
Share premium                                             197,785               
Total share capital                                       566,172               
10.  Directors                                                                  
Details of the directors of Goliath Gold are set out below:                     
Name                    Business address             Function                   
M. Wheatley             Level 3100 Mount Street      Non-executive  chairman    
                       North Sydney                                             
                       New South Wales                                          
2060                                                     
                                                                                
K. Rayner               1st Floor                    Deputy Chairman and        
                       College Hill House           Independent non-            
Fountain Grove Office        executive director          
                       5 2nd Road                                               
                       Hyde Park                                                
                       South Africa                                             

N. Froneman             Constantia Office Park,      Chief Executive Officer    
                       Bridgeview House, Ground                                 
                       Floor, Corner 14th Avenue                                
and Hendrik Potgieter                                    
                       Street, Weltevreden Park,                                
                       1709                                                     
                       South Africa                                             

C. Chadwick             As above                     Chief Financial Officer    
                                                                                
J. Vilakazi             As above                     Independent non-           
executive director          
P. Nel                  As above                     Independent non-           
                                                    executive director          
* Shareholders are referred to the changes to the board of directors            
announcements released on SENS on Tuesday, 21 June 2011, Monday, 1 August       
2011 and Monday, 12 September 2011 respectively, which are available on the     
company`s website.                                                              
11.  Salient dates and times relating to the mandatory offer                    
2012      
Publication of abridged revised listing                   Tuesday, 20 March     
particulars on SENS                                                             
Finalisation data in respect of the revised               Tuesday, 20 March     
listing released on SENS                                                        
Abridged revised listing particulars published           Thursday, 22 March     
in the press                                                                    
Revised listing of Goliath Gold on the JSE              Wednesday, 28 March     
Opening date of the mandatory offer at 09:00            Wednesday, 28 March     
Last day to trade in respect of the mandatory              Friday, 13 April     
offer                                                                           
Goliath Gold shares trade "ex" the right to                Monday, 16 April     
participate in the mandatory offer                                              
Mandatory offer record date at close of business           Friday, 20 April     
Closing date of the mandatory offer at 12:00               Friday, 20 April     
(see note 3 below)                                                              
Results of the mandatory offer released on SENS            Monday, 23 April     
Dematerialised shareholders who have accepted              Monday, 23 April     
the mandatory offer will have their accounts at                                 
their Central Securities Depository Participants                                
("CSDPs") or brokers updated                                                    
Certificated shareholders who have accepted the            Monday, 23 April     
mandatory offer will have certificates in the                                   
name of Gold One posted by registered post                                      
provided their Goliath Gold share certificates                                  
have been surrendered by 12:00 on the closing                                   
date (otherwise within five business days after                                 
receipt of such old share certificate)                                          
Results of the mandatory offer published in the           Tuesday, 24 April     
press                                                                           
    1.   The abovementioned times are South African times and are subject to    
         change. Any change to the above dates and times will be released on    
SENS and published in the press.                                       
    2.   Gold One reserves, in its sole and absolute discretion, the right      
         to extend the offer period, in which event all amended dates and       
         times relating to the mandatory offer will be released on SENS and     
published in the press.                                                
    3.   Dematerialised shareholders wishing to accept the offer are            
         required to notify their CSDPs or brokers, as the case may be, of      
         their intention to accept the offer in the manner and in the time,     
stipulated in the custody agreements entered into between such         
         dematerialised shareholders and their CSDPs or brokers.                
    4.   Certificated shareholders wishing to accept the offer are required     
         to complete the form of acceptance, in accordance with the             
instructions contained therein to be received by the transfer          
         secretaries by no later than 12:00 on the closing date of the          
         offer.                                                                 
    5.   The offer consideration due to:                                        
5.1  Dematerialised shareholders will be credited to their accounts    
              with their CSDPs or brokers at their risk, and dealt with in      
              terms of the custody agreements entered into between such         
              dematerialised shareholders and their CSDPs or brokers, in        
respect of acceptances received by the transfer secretaries       
              before 12:00 on Friday, 20 April 2012, which consideration        
              will be exchanged on Monday, 23 April  2012; or                   
         5.2  Certificated shareholders will be transferred or posted, as       
the case may be, by registered mail, at the risk of the           
              certificated shareholders concerned upon receipt by the           
              transfer secretaries of the form of acceptance, together with     
              the relevant documents of title (in negotiable form), in          
respect of all acceptances received by the transfer               
              secretaries before 12:00 on Friday, 20 April 2012, which          
              consideration will be transferred or posted on Monday, 23         
              April 2012.                                                       
5.3  Share certificates may not be dematerialised or rematerialised    
              between Monday, 16 April 2012 and Friday, 20 April 2012, both     
              days inclusive.                                                   
    6.   Acceptance of the offer will be irrevocable.                           
7.   No orders to dematerialise or rematerialise existing securities        
         will be processed from the business day following the last day to      
         trade in respect of the mandatory offer. Orders will again be          
         processed from the first business day after the mandatory offer        
record date.                                                           
    8.   The certificated register will be closed between the last day to       
         trade in respect of the offer and the mandatory offer record date.     
12.  Copies of the full pre-listing statement                                   
Copies of the full pre-listing statement are available in English only      
    and may be obtained during normal business hours at the following           
    addresses:                                                                  
    -    Goliath Gold, Constantia Office Park, Bridgeview House, Ground         
Floor, Corner 14th Avenue and Hendrik Potgieter Street, Weltevreden    
         Park, 1709;                                                            
    -    Macquarie First South Capital (Pty) Limited, The Place, South Wing,    
         1 Sandton Drive, Sandown, 2196; and                                    
-    Computershare Investor Services Proprietary Limited, 70 Marshall       
         Street, Johannesburg, 2001,                                            
from      Wednesday, 28 March 2012.                                             
Weltevreden Park                                                                
Website: www.goliathgold.co.za                                                  
20 March 2012                                                                   
JSE Sponsor, Transaction Sponsor and Transaction Adviser                        
Macquarie First South Capital (Pty) Limited                                     
Sponsor                                                                         
Merchantec Capital                                                              
South African Legal Adviser Edward Nathan                                       
Sonnenbergs                                                                     
Date: 20/03/2012 07:05:04 Produced by the JSE SENS Department.                  
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