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SBN
SBN
Sub Nigel (SBN) shareholder vote overwhelmingly in favour of the establishment
of Aflease Gold
Sub Nigel Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1984/006179/06)
ISIN: ZAE000006391 Share Code : SBN
("Sub Nigel" or "the Company")
10th January 2005
Sub Nigel is pleased to inform stakeholders that shareholders at a special
meeting in Sandton this morning voted overwhelmingly in favour of the merger of
the company with the New Kleinfontein Gold Mining Company, a wholly owned
subsidiary of sxr Uranium One (`Uranium One"), with 99.63% of votes in favour of
the transaction.
The merged company binds together Sub Nigel"s assets with Uranium One"s East
Rand gold assets. Sub Nigel will retain its listing on the JSE, and will be re-
named Aflease Gold. Aflease Gold will hold the high quality Modder East
project, as well as Sub Nigel"s East Rand and Free State gold assets.
Said Sub Nigel"s acting CEO Adrian Reynolds:
"I am very pleased that the overwhelming majority of our shareholders have
backed the Aflease Gold transaction, and it follows a vote of 99% in favour of
all the resolutions at last week"s Annual General Meeting of Sub Nigel.
"Our share price has doubled since the merger with New Kleinfontein was first
announced, and this shows there is an understanding that Aflease Gold will be in
a strong position to bring the excellent combined portfolio of assets into
production.
"There can be little doubt that the potential and value of the merged company
will be much larger than the sum of the parts.
"In particular, I am confident we will now have the right profile to raise the
funds needed for further exploration, and for the development of mines.
"This is an exciting time to be in the gold business in South Africa, and there
is a steadily growing appreciation of the potential in the East Rand."
A bankable feasibility study on Modder East is due for completion in April, and
that will place the new Board of Aflease Gold in a good position to take a
decision on the project.
"I believe that there is considerable further scope for consolidation of the
East Rand goldfields, and Aflease Gold is ideally placed to drive this process,"
said Reynolds.
"However, this will only be possible if we pay fair value for assets, and any
further acquisition will need to be value accretive for the shareholders of
Aflease Gold."
Aflease Gold will be 80% owned by Uranium One, and 20% by Sub Nigel
shareholders.
Aflease Gold will have a market capitalisation of over R900 million, based on
the closing price of Sub Nigel on the JSE on Monday 9th January.
The transaction is due to be completed this month.
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 Sub Nigel"s ability to control or predict (including among others
regulatory and shareholder approval and market fluctuations), which could cause
actual events or results to differ materially from those anticipated in such
forward-looking statements. In this announcement, predictions about future
production, value, fund-raising and potential acquisitions 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. Any public offering of securities to be made in the United States
will be made by means of a prospectus that may be obtained from the issuer or
selling security holder and that will contain detailed information about the
company and management, as well as financial statements.
Contact: Adrian Reynolds Acting CEO Sub Nigel + 27 83 306 4707
Neal Froneman CEO Designate Aflease Gold + 27 83 628 0226
John Fraser + 27 82 331 7330
Don Falconer + 1 416 671 3341
Date: 10/01/2006 03:07:25 PM Produced by the JSE SENS Department
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