| Fri 28 Oct 2005, 16:00 | | Aflease - New Board for Southern Cross and Aflease |
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Aflease - New Board for Southern Cross and Aflease capital raising
Aflease Gold and Uranium Resources Limited
(Formerly The Afrikander Lease Limited)
(Incorporated in the Republic of South Africa)
AFL (JSE) AFLUY (NASDAQ)
(Registration number 1921/006955/06)
ISIN: ZAE000061461 & Share Code: AFL
New Board for Southern Cross and Aflease capital raising
Aflease Gold and Uranium Resources CEO Neal Froneman announced today the
directors who would constitute the Board of Southern Cross Resources on
completion of the acquisition of Aflease by Southern Cross. The new Board will
take office subject to the satisfaction of all the conditions to that
acquisition, including receipt of all approvals required from the shareholders
of both companies.
In another development, a circular has this week been posted to Aflease
shareholders, dealing with the Southern Cross transaction, in preparation for
the shareholders" meeting on 24th November 2005. The circular is also posted on
the Aflease website: www.aflease.com.
The new Board will have six non-executive directors, including the current
Southern Cross CEO and Chairman Mark Wheatley and current Aflease non-executive
director John Sibley. They will be joined by three Canada-based corporate
directors.
These are chairman-designate Andrew Adams who is a non executive director on
several TSX-listed mining companies, Terry MacGibbon who currently heads TSX-
listed FNX Mining Company, and Ken Williamson who is a director on a number of
boards.
Terry Rosenberg, who has headed and has been a director of a number of South
African companies, will also join the Southern Cross Board as a non-executive
director.
Aflease CEO Neal Froneman, who is to be President and CEO of the enlarged
Southern Cross, will also be a member of the new Board.
"The enlarged Southern Cross will have assets in South Africa, Canada and
Australia, and our Board will boast directors from all three of these regions,
with an impressive portfolio of skills in mining, finance and the legal world,"
said Neal Froneman.
"We have undergone an intense dialogue with each and every member of the new
Board, and all of our new directors have expressed confidence in the company,
and share our enthusiasm for our growth strategy, as a focused uranium producer,
with a pure gold subsidiary.
"We are looking forward to the shareholders" meetings next month of Aflease and
of Southern Cross, and are hopeful the Transaction can be completed in December,
subject to the completion of all regulatory requirements."
Following the Transaction, the enlarged Southern Cross will have a primary
listing in Toronto, and a secondary listing in Johannesburg.
The company"s operations will be run from Johannesburg, but Southern Cross will
have the necessary skills base to function on three continents.
The new Board of Southern Cross is as follows:
Andrew Adams (Non-Executive Chairman-designate) British
Andrew Adams qualified as a Chartered Accountant in the United Kingdom in 1981.
Since qualifying he has worked in progressively more senior financial roles in
the resources industry. He worked for the Anglo American group of companies for
12 years up to 1999, his final position being Vice President and CFO of Anglo
Gold North America based in Denver, Colorado. He then joined Aber Diamond
Corporation as their Vice President and CFO in Toronto. Since leaving Aber at
the end of 2003 he has joined Tahera Diamond Corporation, Jaguar Nickel Inc.,
Guinor Gold Corporation and First Quantum Minerals Ltd as an independent non-
executive director.
Terry MacGibbon (Non-Executive) Canadian
Terry MacGibbon has been the President and Chief Executive Officer of FNX Mining
Company Limited, a mining company listed on the TSX, since 1997. Mr. MacGibbon
is a professional geologist with over 33 years of experience in the mining
industry. Prior to joining FNX Mining Company Limited, Mr. MacGibbon was
employed for 30 years with Inco Ltd. where he was responsible for directing Inco
Ltd"s worldwide exploration activities as Director of Exploration. Mr. MacGibbon
has also held directorships and senior executive positions in a number of public
and private companies and is currently a director of TSX-listed Major Drilling
Group International Inc., TSX-listed Lakeshore Gold Resources and TSXV-listed
Southern Star Resources.
Kenneth Williamson (Non-Executive) Canadian
Kenneth Williamson has over 25 years experience in the natural resource and
corporate finance sectors, with a focus on capital markets and mergers and
acquisitions, both in Toronto and Vancouver, for the past 20 years. Mr.
Williamson joined Midland Doherty as an investment banker in 1980, and continued
with the same organization through a series of mergers and acquisitions until
after it was acquired by Merrill Lynch in 1998. Mr. Williamson holds a Bachelor
of Applied Science from the University of Toronto and a Master of Business
Administration from the University of Western Ontario. He is also a registered
professional engineer. Mr. Williamson has served as a director of numerous
public companies and is currently a director of Glamis Gold Ltd., a TSX-listed
gold mining company, Blackrock Ventures Inc., a TSX-listed company engaged in
heavy oil exploration, BioteQ Environmental Technologies, a biotechnology
company listed on the TSX Venture Exchange, and Quadra Mining Ltd., a copper
mining company listed on the TSX.
Neal Froneman (President and CEO) South African
Neal Froneman has been a member of the board of directors of Aflease since April
2003 when he was appointed Chief Executive Officer of the Company. Mr. Froneman
holds a Bachelor of Science in Mechanical Engineering from the University of
Witwatersrand in South Africa and is a registered professional engineer. Between
1996 and 2001, Mr. Froneman served as Executive Director, Operations at Harmony
Gold Mining Company Limited and between 2002 and 2003 he served as Vice-
President and Head of Operations at Goldfields Inc. Mr. Froneman has also held
management and executive positions with a number of other companies, including
JCI.
John Sibley (Non-Executive) Canadian
John Sibley has been a member of the board of directors of Aflease since April
2003. He holds a B.A. Honours degree from the University of Manitoba and a
Bachelor of Laws degree from Osgoode Hall Law School. Mr. Sibley is a partner
with the Canadian law firm of Davis & Company LLP and has been a partner since
2001. From 1996 to 2001, Mr. Sibley was a partner with another major Canadian
law firm. Mr. Sibley has advised numerous Canadian and foreign companies
involved in the mining sector on a wide range of matters including, inter alia,
public offerings and mergers and acquisitions.
Terry Rosenberg (Non Executive) South African
Terry Rosenberg has over 25 years experience in accounting and business. From
1980 to 1988, Mr. Rosenberg was a partner with Arthur Andersen & Co. From 1989
to 1992, Mr. Rosenberg was the Chairman of Prefcor Holdings Limited, the holding
company for a retail stores business. From 1992 to 1998, Mr. Rosenberg was the
Chief Executive Officer and Deputy Chairman of McCarthy Retail, a large South
African conglomerate. Since 1998, Mr. Rosenberg has been the Chairman of
Oakbrook Investments, an investment company. Mr. Rosenberg has held
directorships in numerous public companies, including current directorships of
Magumo Investments and Thomas Goode & Company.
Mark Wheatley (Non-Executive) Australian
Mark Wheatley was appointed Chief Executive Officer of Southern Cross in
September 2003. Mr Wheatley has over 20 years experience in the resources
industry within Australia and overseas, including senior roles with BHP, Bankers
Trust Australia Limited (BT) and Goldfields/AurionGold Limited. At BHP between
1979 and 1996, his experience included engineering, technology, development and
commercial roles within the steel, corporate and minerals businesses. Employed
by BT in 1996, Mr Wheatley was involved in project finance and advisory
activities for 3 years. A move to the gold industry in 1999 as General Manager
Corporate Development for Goldfields Limited came with great share price and
growth success as the Company grew tenfold to become AurionGold Limited before
being taken over by Placer Dome Inc. late in 2002. During this time, Mr Wheatley
deputised for the Managing Director of Goldfields Limited. Mr Wheatley has a
Chemical Engineering degree and a MBA.
Capital raising
Although it was initially anticipated for November, the Dominion capital raising
has been delayed as there is sufficient cash flow at this time. Construction at
the Dominion project is on schedule and the enlarged Southern Cross group,
following the completion of the Transaction, will have sufficient resources and
flexibility to be able to facilitate this delay. Further information on the
need to raise capital will be made available at the appropriate time, taking
cognisance of the regulatory framework applicable to the Canadian capital
markets.
Forward-looking statements
This announcement contains certain forward-looking statements. These forward-
looking statements are subject to a variety of risks and uncertainties which are
beyond Aflease"s ability to control or predict (including, among others,
regulatory and shareholder approval), which could cause actual events or results
to differ materially from those anticipated in such forward-looking statements.
In this announcement, predictions about the Transaction being approved and
finalised are forward-looking statements. Readers should not place undue
reliance on forward-looking statements.
Notice to Investors
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. The securities offered by way of
exchange pursuant to the Transaction have not been and will not be registered
under the U.S. Securities Act of 1933, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
Contacts : Neal Froneman +27 83 628 0226
Carol Smith +27 82 338 2228
John Fraser +27 82 331 7330
Don Falconer +1 416 350 3657
Johannesburg
28 October 2005
Sponsor
Nedbank Capital
Date: 28/10/2005 04:00:31 PM Produced by the JSE SENS Department
