| Mon 27 Nov 2006, 16:02 | | GVM Metals Limited - Abridged Pre-Listing Statemen |
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JSE
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GVM Metals Limited - Abridged Pre-Listing Statement
GVM Metals Limited
(previously, "Golden Valley Mines Limited")
(Incorporated and registered in Australia)
(Registration number ACN 008 905 388)
Share code on the JSE Limited: GVM & ISIN: AU000000GVM1
Share code on the Australian Stock Exchange Limited: GVM & ISIN:
AU000000GVM1
("GVM" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
Prepared in terms of the Listings Requirements of the JSE Limited
GVM presently enjoys a primary listing of its ordinary shares on the
Australian Stock Exchange Limited ("the ASX") in the "Materials" sector of
that stock exchange. In addition, its ordinary shares are secondary listed
on the Alternative Investment Market ("AIM"), a securities trading market
operated by the London Stock Exchange plc.
It is important to note that this abridged Pre-listing Statement is not an
invitation to the public to subscribe for securities, nor is it directly
soliciting a subscription for or inviting purchase of GVM shares by the
public. Its purpose is to provide relevant information to the public in
connection with the secondary listing of the shares of GVM on the JSE
Limited ("JSE") and in compliance with the Listings Requirements of the JSE.
The JSE has granted a listing by way of an introduction for 76 738 771
ordinary shares in GVM in the "Resources, Mining - General Mining" sector of
the JSE lists under the abbreviated name "GVM", with effect from the
commencement of trading on the JSE on Thursday, 30 November 2006. Such
number of shares to be listed takes account of an existing contractual
obligation to issue 20 812 500 new ordinary shares of no fixed value.
The shares of GVM will only be traded on the JSE as dematerialised shares
and, accordingly, any person acquiring shares in GVM and who elects to
receive such shares in certificated form, will be required to dematerialise
such certificated shares prior to being in a position to trade such shares
on the JSE.
As GVM is primary ASX listed and is required to report on a continuous and
ongoing basis, prospective purchasers of shares in GVM are in addition to
reading the full Pre-listing Statement, dated 27 November 2006 ("the Pre-
listing Statement") in detail advised to consult both the ASX website
www.asx.com.au and GVM website www.gvm.com.au ("Public Record") for all
pertinent current and historic information regarding GVM.
Due to the inherent risks associated with investment in companies the nature
of GVM, prospective purchasers of GVM shares on the JSE are advised to
carefully consider all matters contained in the Pre-listing Statement and
the Public Record, copies of which can be obtained as indicated in paragraph
9 below and, if required, to consult with their professional advisers before
taking any action.
1. HISTORY AND BUSINESS OF GVM
GVM was incorporated and registered in Australia as a company on 6 December
1979 under the name of Golden Valley Mines Limited. It commenced its ASX
listing on 24 April 1980 as an exploration company having minor mineral gold
and zinc exploration interests situated in Australia and Indonesia.
During 2001 and 2002, a change of management and concomitant refocusing of
the business strategy resulted in a repositioning in favour of mineral
processing and mining. The strategy was to establish a low volatility
earnings stream from mineral processing before expanding into mining. Entry
into mining was planned to occur through the acquisition of interests in
well-advanced exploration projects or, preferably, projects at the
development stage.
During December 2003, GVM acquired its first interests in mineral processing
businesses comprising a 30% shareholding in SA Mineral Resources Corporation
Limited ("SAMROC"), a producer of manganese sulphate chemicals, for AU$802
700, and a 74% shareholding plus option to acquire the remaining 26% in
NiMag (Proprietary) Limited ("NiMag"), a producer of fibres and a range of
metal alloys.
Early 2005 saw Dow Chemicals which had accounted for some 50% plus of
SAMROC"s domestic sales close its South African operations. Such closure,
coupled with the nature of the market, culminated in a decision being taken
during June 2005 to dispose of the Company"s 30% interest in SAMROC,
comprising 113 million shares. At the last practicable date, being 2
November 2006, the sale has realised R300 000 cash arising from the transfer
to the vendors of 15 million shares with the remaining 98 million shares the
subject of a vendor option at 2 cents per share.
In consideration of opportunities offered up by coal due to increasing
Southern African power demands as well as the switch in the Republic of
South Africa ("South Africa") from being a coking coal exporter to importer,
GVM resolved to pursue various coal investment opportunities. The
acquisition during April 2005 by GVM of a 49% interest in Holfontein
Investments (Proprietary) Limited ("Holfontein Investments") marked GVM"s
initial foray into South African coal-related assets.
In order to enhance GVM"s marketability and exposure to United Kingdom of
Great Britain and Northern Ireland ("UK") and European investors as well as
to expedite the raising of capital in the UK through the UK Institutional
Placement referred to in paragraph 7 below, the shares of GVM were admitted
to trading on AIM on 16 December 2005. The AIM listing will in the future
increase the scope for further UK capital raisings in a market traditionally
receptive to ventures such as GVM.
During April 2006, GVM reached agreement for its second major coal
investment by agreeing to acquire a 74% interest in Limpopo Coal Company
(Proprietary) Limited ("Limpopo Coal"). Notwithstanding that, at the last
practicable date, the acquisition of Limpopo Coal is still conditional upon
the listing of the shares of GVM on the JSE as well as the approval in terms
of Section 11 of the Mineral and Petroleum Resources Development Bill, as
the JSE is in principal agreeable to the listing, the Pre-listing Statement
accounts for Limpopo Coal as part of the GVM group.
On 22 August 2006, in pursuit of further increasing and streamlining viable
GVM group coal assets, GVM announced that it had concluded a preliminary
Heads of Agreement with Motjoli Resources (Proprietary) Limited ("Motjoli"),
subject to various conditions precedent, to acquire Motjoli"s:
51% interest in Holfontein Investments (presently owned as to 49% by GVM);
50% interest in a coal joint venture named "Baobab" situated in Limpopo,
South Africa; and
100% interest in three prospecting licenses situated in Limpopo, South
Africa (being prospecting licenses adjacent to Baobab),
(the above being referred to jointly as ("the Proposed Acquisition")).
Subject to the fulfilment of all conditions precedent as will be contained
in a detailed agreement to be prepared in due course, settlement for the
Proposed Acquisition will take place through the issue of new shares in the
Company.
Due to the numerous conditions precedent outstanding at the last practicable
date including, inter alia, the requisite South African regulatory
approvals, approval of GVM shareholders in general meeting, and the listing
of the shares of GVM on the JSE, the directors are of the opinion that it is
not yet prudent to account for the Proposed Acquisition in the Pre-listing
Statement. Progress on and further details of the Proposed Acquisition will
be provided to shareholders as and when appropriate.
Further information on the GVM group"s businesses namely, Holfontein
Investments, Limpopo Coal and NiMag is provided in paragraph 4 below.
2. PROSPECTS FOR GVM GROUP
The recent investments by GVM in Holfontein Investments, including the
Proposed Acquisition, and Limpopo Coal, underline the Company"s intent
regarding the acquisition of meaningful coal assets. Furthermore, the
Company will utilise its substantial business connections as well as
appropriate Black Economic Empowerment ("BEE") partners to pursue other
meaningful coal assets.
At the last practicable date, several coal properties of substance, aside
fromthe Proposed Acquisition, have been identified and negotiations
commenced with as regards GVM"s possible participation therein.
The board of directors of GVM at the date of the Pre-listing Statement,
believes that the outlook for coal opportunities in South Africa is
exceptionally promising. Traditionally, South Africa has been a major
producer and exporter of coal in world terms, being ranked 5 as a producer
and ranked 2 as an exporter. The vast bulk of this coal has been sourced
from the South African Witbank coalfields, now in their mature phase. Recent
developments in coal demand have concentrated expansion efforts towards the
relatively underdeveloped northern coalfields, an area of great interest to
GVM. It is believed that substantial investment by South Africa in new power
generation plants planned will require new sources of thermal coal.
Additionally, congestion at Richards Bay presently precludes export of "new"
thermal coal and accordingly, expansion of the port which has widely been
predicted, has recently been approved by the South African Government.
Expanding steel production in the face of contracting local supply has seen
domestic demand for coking coal in South Africa growing rapidly. South
Africa presently has to import coking coal and the principal off-take from
new producers will be domestic.
Recent macro-economic developments suggest that the rail link from South
Africa to Maputo in Mozambique will be upgraded. Should this eventuate, it
is likely that Maputo"s wharf of Matola will be expanded, thereby permitting
a substantial increase in its coal handling facilities and an outlet for
South Africa"s situated northern coalfields. GVM is constantly monitoring
these developments and has already engaged with some of the role-players as
they could have a very beneficial effect on the economics of a number of
South African coal projects.
3. REASONS FOR LISTING OF GVM ON JSE AND OF THE PRE-LISTING STATEMENT
The reasons for the listing of GVM on the JSE are, inter alia, as follows:
to fulfil a condition to the acquisition of Limpopo Coal requiring the
listing of the shares of the Company on the JSE;
to assist in the formulation and structuring of further BEE
transactions;
to add further impetus and credibility to the GVM group"s existing and
future South African mineral and coal mining aspirations;
to reinforce GVM"s connection with a market in which greater than 90%
of its group assets are South African located;
to provide GVM with an additional market through which future funding
of its South African-based activities may be facilitated;
to create awareness within prospective South African investors of the
merits of investing in GVM as essentially a growing pure-play coal
processing and mining company.
The reasons for the Pre-listing Statement is to provide the South African
public and general investment community with relevant information regarding
the GVM group, its directors and management and to set out historical
financial and other relevant information so as to enable GVM to obtain a
listing of its shares on the JSE.
4. DETAILS OF GVM GROUP"S BUSINESSES
At the last practicable date the businesses of the GVM group comprise
Holfontein Investments, Limpopo Coal and NiMag. Notwithstanding the
Company"s recent refocusing on coal mineral assets and processing, NiMag
continues to play an important role in the GVM group both from a strategic
and profitability standpoint.
The GVM group"s business investments are dealt with below:
4.1 Holfontein Investments and Holfontein Coal Project
Holfontein Investments was incorporated in Pretoria, South Africa as an
investment company on 20 March 1989.
Implementation of the Proposed Acquisition will, inter alia, result in GVM"s
100% ownership of Holfontein Investments, the South African investment
company having the rights to the Holfontein Coal Project. GVM"s initial 49%
investment in Holfontein Investments arose through the purchase of Parallel
Mining Company (Proprietary) Limited"s interest for R21 million during April
2005.
4.2 Limpopo Coal and Limpopo Coal Project
Limpopo Coal was incorporated in Pretoria, South Africa as an investment
company on 24 February 2005.
During April 2006, GVM reached agreement for its second major coal
investment by agreeing to acquire a 74% interest in Limpopo Coal, the South
African investment company having the rights to the Limpopo Coal Project,
being the mineral and coal mining properties and right to explore owned by
Limpopo Coal, for a purchase consideration of AU$5 203 125 to be settled
through the issue of 20 812 500 new GVM shares at AU 25 cents each on
fulfilment of all conditions precedent.
Notwithstanding that at the last practicable date, the acquisition of
Limpopo Coal is still conditional upon the listing of the shares of GVM on
the JSE as well as the approval in terms of Section 11 of the Mineral and
Petroleum Resources Development Bill, as the JSE is in principal agreeable
to the listing, the Pre-listing Statement accounts for Limpopo Coal as part
of the GVM group.
4.3 NiMag
NiMag was incorporated in Pretoria, South Africa as an investment company on
4 July 2003.
GVM acquired its 74% shareholding in and option to acquire the balance of
NiMag in terms an agreement dated 12 December 2003.
Nimag is the holding company to a number of group subsidiary companies
focused on the production of Nickel Magnesium and other Master Alloys. The
NiMag group of companies can trace its origins back to 1962, where under the
name Metallurgical Processes (Proprietary) Limited, the manufacture of
nickel magnesium master alloys commenced in the small town of Magaliesburg,
some 75km west of Johannesburg, South Africa. Metallurgical Processes
(Proprietary) Limited later changed its name to NiMag (Proprietary) Limited
in 2003.
4.4 Synopsis of GVM group"s revenue location and asset allocation
At 30 June 2006, the latest financial year-end of the Company, the following
table depicts the GVM group"s revenue by location of customers and assets by
location of GVM group assets.
At the last practicable date, no significant changes have occurred in the
illustrated breakdown of revenue and assets allocation. Furthermore, as is
evident below, 80% of the GVM group"s assets are located in Africa
(predominantly, South Africa).
Geographical
segments North America Europe
(Australian Dollars) 2006 2005 2006 2005
Revenue by location
of customers 8 701 992 9 853 200 12 194 148 11 865 875
Geographical
segments Europe
(Australian Dollars) 2006
2005
Segment assets by
location of assets 324 366 447
897
Geographical
segments Africa South -East Asia
(Australian Dollars) 2006 2005 2006 2005
Revenue by location
of customers 5 799 434 5 761 980 5 645 030 3 519 474
Geographical
segments Africa Australia
(Australian Dollars) 2006 2005 2006 2005
Segment assets by
location of assets 16 590 081 19 595 518 3 767 075 3 657 079
Geographical
segments Consolidated
(Australian Dollars) 2006 2005
Revenue by location
of customers 32 340 604 31 000 529
Geographical
segments Consolidated
(Australian Dollars) 2006 2005
Segment assets by
location of assets 20 68 1 522 23 700 494
5. INFORMATION ON MOTJOLI, GVM"S BEE PARTNER
Motjoli is a fully BEE company involved in the acquisition of significant
interests in and partnerships with companies involved in the mineral and
mining processing industries. It is owned and controlled by Mr Nchakha Moloi
and Ms Nonkqubela Mazwai. GVM"s business relationship with Motjoli has
arisen through the conclusion of the shareholder agreement with Motjoli in
regard to the Holfontein Coal Project. Whilst the Holfontein Coal Project on
a stand alone basis is not regarded as a strategic asset by the directors,
participation therein together with Motjoli is seen as critical to forging a
sustainable relationship with a highly credible BEE company that will
benefit both parties.
Nchakha Moloi
Nchakha Moloi - Founding Member and Executive Chairman
Education:
BSc. Geology Honours, University of the Witwatersrand (1991)
Senior Executive Programme, University of the Witwatersrand/Harvard
University (1998)
Current directorships:
Chairman: Alexkor
Director: Minerals Development Board
Director: National Empowerment Fund
Chairman : Mintek (1999 until recently)
Director: New Africa Mining Fund (2002 until recently)
Nonkqubela Noloyiso Mazwai
Nonkqubela Noloyiso Mazwai - Founding Member and CEO
Education:
BSoc. Science and Humanities (University of Cape Town, South Africa)
MBA (George Washington University, Washington, DC, USA)
Current directorships:
Central Energy Fund
Strategic Fuel Fund
Network Support Services
Chair:
Risk and Board Audit Committees
Central Energy Fund and Strategic Fuel Fund
6. DIRECTORS AND SENIOR MANAGEMENT OF THE GVM GROUP
6.1 Directors of GVM
Names, ages, nationalities, business addresses and capacities of directors
of GVM:
Name, age and nationality Business address Capacity
Richard John Linnell (62) 33 Riley Road, Non-executive
South African Pinewood Office Park chairman
NiMag House, Woodmead,
Sandton
South Africa
Simon James Farrell (55) 33 Riley Road, Executive
Pinewood Office Park managing
Australian NiMag House, Woodmead, director
Sandton
South Africa
Peter Cordin (56) Level 1, 173 Mounts Bay Road Non-executive
Australian Perth, Western Australia, director
Australia
Blair Sergeant (35) Level 1, 173 Mounts Bay Road Non-executive
Australian Perth, Western Australia, director and
Australia Company
Secretary
6.2 Senior management of the GVM group
Names, ages, nationalities, business addresses and capacities of senior
management of the GVM group:
Name, age and nationality Business address Capacity
Geoffrey Richard Linnell (30) NiMag House, Building 8 Group commercial
South African Pinewood Office Park manager
33 Riley Road, Woodmead East
Sandton, South Africa
Stephen Rowse (32) NiMag House, Building 8 Group financial
South African Pinewood Office Park manager
33 Riley Road, Woodmead East
Sandton, South Africa
Trevor Garth Sinclair (60) NiMag House, Building 8 NiMag group -
South African Pinewood Office Park managing
director
33 Riley Road, Woodmead East
Sandton, South Africa
Garth Peter Sinclair (31) NiMag House, Building 8 NiMag group -
South African Pinewood Office Park marketing
manager
33 Riley Road, Woodmead East
Sandton, South Africa
Ian Christopher Ball (42) NiMag House, Building 8 NiMag group -
UK Pinewood Office Park General manager
33 Riley Road, Woodmead East
Sandton, South Africa
6.3 Holdings of GVM shares by directors
At the last practicable date, the directors had the following holdings of
GVM shares:
Direct Indirect
Non-
Non-
Director Beneficial beneficial Beneficial
beneficial
P Cordin - - 412 7591 -
S J Farrell 1 815 414 - 1 406 3772 -
R J Linnell 250 000 - 501 5503 -
B Sergeant - - - -
Percentage
of issued
share
Director Total capital*
P Cordin 412 759 0,54
S J Farrell 3 221 791 4,2
R J Linnell 751 550 0,98
B Sergeant - -
The only changes which have occurred in the directors" holdings of GVM
shares in the 12 months preceding the last practicable date are as follows:
Transaction
Nature of Date of Number
Director transaction transaction of shares
S J Farrell Off-market 20 September 200 000
trade 2006
ASX market 22 September 284 375
purchase 2006
R J Linnell ASX market 29 June 200 000
purchase 2006
Off-market 22 September 250 000
trade 2006
Nature of price per
Director holding share
S J Farrell Direct, 0,17 British
beneficial pounds
Direct, 0,25AU$
beneficial
R J Linnell Indirect, 0,35AU$
beneficial
Direct, 0,12 British
beneficial pounds
6.4 Holdings of share options by directors
At a general meeting of the Company held on 28 June 2006, shareholders
approved the grant to directors of 8 000 000 new share options. Such share
options which are unlisted have been issued as an added incentive to the
directors and are exercisable into shares in GVM on or before 30 September
2011, at an exercise price of AU$0,50 per share.
At the last practicable date, the directors had the following holdings of
share options:
Direct Indirect
Non- Non-
Director Beneficial beneficial Beneficial beneficial
P Cordin - - 1 000 0001 -
S J Farrell 4 000 000 - - -
R J Linnell - - 2 000 0002 -
B Sergeant - - 1 000 0003 -
Percentage
of issued
share
Director Total capital
P Cordin 1 000 000 1,3
S J Farrell 4 000 000 5,21
R J Linnell 2 000 000 2,61
B Sergeant 1 000 000 1,3
Notes:
1. Held through Cordin (Proprietary) Limited of which Mr P Cordin is a
director.
2. Held through Ord Group (Proprietary) Limited as trustee for Terra Africa
Investments Limited of which Mr R J Linnell is a beneficiary.
3. Held through Evolution Capital Partners (Proprietary) Limited of which Mr
B Sergeant is both a director and shareholder.
7. FINANCIAL INFORMATION AND REPORTING BY GVM
Financial results overview for the year ended 30 June 2006
Group revenue for 2006 was AU$32 340 604 (2005: AU$31 000 529) and net cash
generated from operating activities was AU$398 234 (2005: AU$2 360 481).
Earnings before interest (AU$669 044), tax (AU$566 732) and depreciation
(AU$242 768) was AU$1 245 403 (2005: AU$2 774 567). The 2006 results include
a share-based payment charge of AU$551 200 relating to share options issued
to the Company"s directors on 28 June 2006 as well as AU$404 335 in listing
and marketing expenses relating to the Company"s listing during the
financial year, on AIM. The illustrative earnings before interest, tax and
depreciation, adjusted for the expenses of the AIM listing and share-based
payments, is AU$2 200 938.
NiMag reported earnings before interest (AU$669 044), tax (AU$566 732) and
depreciation (AU$226 725) of AU$2 823 541.
The GVM group loss for the June 2006 financial year after income tax and
minority interests was AU$587 011.
Pro forma financial information
The pro forma financial information presented below, which has been prepared
by and is the responsibility of the directors, has been prepared for
illustrative purposes only to show the effects of the two major post-30 June
2006 balance sheet events, namely, the UK Institutional Placement -
comprising the issue of 24 615 384 new ordinary shares for AU$7 876 923 and
the issue of the 20 812 500 new ordinary shares for purposes of the
acquisition of the 74% interest in Limpopo Coal:
7.1 Unaudited pro forma income statement
Consolidated Entity
Post-UK Institutional
Placement and Limpopo Audited Audited
Australian Dollars Coal acquisition June 2006 June 2005
Revenue 32 340 604 32 340 604 31 000 529
Changes in inventories of
finished goods and
work-in-progress (367 491) (367 491) 66 834
Raw materials and
consumables used (23 529 689) (23 529 689) (22 480 207)
Consulting expenses (400 187) (400 187) (413 652)
Employee expenses (3 516 128) (3 516 128) (2 865 537)
Borrowing costs (669 044) (669 044) (904 206)
Depreciation expenses (242 768) (242 768) (366 226)
Office rental, outgoings
and parking (204 865) (204 865) (324 941)
Increase in diminution
in value of investments (4 325) (4 325) (442 265)
Loss on investments
disposed of (40 197) (40 197) -
Bad debt expense (1 159) (1 159) -
Provision for
non-recoverability
of loans - - (137 866)
Other expenses from
ordinary activities (2 932 530) (2 932 530) (1 651 558)
Share of net profit/(loss)
of associate
accounted for using
the equity method (98 630) (98 630) 23 230
Profit before income
tax benefit 333 591 333 591 1 504 135
Income tax expense (566 732) (566 732) (323 535)
Profit/(Loss) after tax (233 141) (233 141) 1 180 600
Outside equity interest (353 870) (353 870) (387 262)
Net profit/(loss)
attributable
to members of the parent
entity (587 011) (587 011) 793 338
7.2 Unaudited pro forma
balance sheet
CURRENT ASSETS
Cash assets 8 222 678 985 333 1 806 353
Receivables 6 374 684 6 374 684 5 714 592
Inventory 3 245 656 3 245 656 3 363 679
TOTAL CURRENT ASSETS 17 843 018 10 605 673 10 884 624
NON-CURRENT ASSETS
Assets held for sale 94 596 94596 222806
Intangibles 7 441 280 7 441280 9 206288
Other financial assets 699 992 699992 925645
Property, plant and
equipment 1 803 312 1 803312 2 434245
Deferred tax assets 36 669 36669 26886
Mining investment 6 243 750 - -
TOTAL NON-CURRENT ASSETS 16 319 599 10 075 849 12 815 870
TOTAL ASSETS 34 162 617 20 681 522 23 700 494
CURRENT LIABILITIES
Payables 5 940 126 5 940 126 6 178 289
Interest bearing liabilities 2 451 628 2 451 628 2 016 220
Provisions 125 790 125 790 99 986
Current tax liability 459 586 459 586 116 810
TOTAL CURRENT LIABILITIES 8 977 130 8 977 130 8 411 305
NON-CURRENT LIABILITIES
Payables 1 340 777 1 340 777 1 580 489
Interest bearing liabilities 2 702 261 2 702 261 4 736 731
TOTAL NON-CURRENT
LIABILITIES 4 043 038 4 043 038 6 317 220
TOTAL LIABILITIES 13 020 168 13 020 168 14 728 525
NET ASSETS 21 142 449 7 661 354 8 971 969
EQUITY
Contributed equity 48 877 448 35 396 353 34 500 935
Reserves 426 521 426 521 1 244 562
Accumulated losses (30 666 656) (30 666 656) (30 079 645)
TOTAL PARENT EQUITY INTEREST 18 637 313 5 156 218 5 665 852
OUTSIDE EQUITY INTEREST 2 505 136 2 505 136 3 306 117
TOTAL EQUITY 21 142 449 7 661 354 8 971 969
7.3 Share capital
The Company does not have an authorised share capital as is commonly
understood in South Africa but is otherwise limited by the fundraising
provisions contained in Chapter 6D of the Corporations Act 2001 of the
Commonwealth of Australia and the ASX Listing Rules. The ordinary shares of
GVM have no nominal or par value and are recorded in the accounts of the
Company at their issue price in Australian Dollars.
At the last practicable date, the issued share capital of GVM comprises 76
738 771 ordinary shares of no fixed value. This number of issued shares
takes account of the existing contractual obligation to issue 20 812 500 new
shares in connection with the Limpopo Coal acquisition.
The Company does not presently have any convertible instruments in issue.
8. LISTING ON THE JSE AND TRADING OF GVM SHARES AND SETTLEMENT
8.1 Listing on the JSE
The JSE has granted a listing, by way of an introduction of all of the
ordinary shares in issue in GVM in the "Resources, Mining - General Mining"
sector of the JSE lists under the abbreviated name "GVM", with effect from
the commencement of trading on the JSE on Thursday, 30 November 2006. At 2
November 2006, being the latest possible date on which relevant information
was capable of being included in the Pre-listing Statement prior to its
finalisation, GVM had 76 738 771 ordinary shares of no fixed value in issue
(which number of issued shares takes account of an existing contractual
obligation to issue 20 812 500 new ordinary shares of no fixed value).
8.2 Trading of GVM shares on the JSE
As regards the trading of GVM shares on the JSE, it should be noted that
liquidity on the JSE in the short to medium term may be limited until such
time that a `free float" migration of shares from either the Company"s
Australian and/or UK share registers to the South African share register is
facilitated. In addition, the directors are confident that as further
opportunities present themselves for growth by GVM, such opportunities will,
wherever possible and feasible, be structured in a manner so as to enhance
and facilitate liquidity in the trading of the Company"s shares.
8.3 Trading of GVM shares on the ASX
Trading of shares on the ASX and settlement on the Australian share register
will continue to be conducted pursuant to the electronic Clearing House
Electronic Sub-register System known as CHESS which is operated by the ASX
Settlement and Transfer Corporation Proprietary Limited.
9. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement, in English only, can be obtained
during normal business hours from Monday, 27 November 2006 to Friday, 15
December 2006 from the following South African entities:
GVM"s South African representative office, c/o NiMag (Proprietary)
Limited, Building 8, Pinewood Office Park, 33 Riley Road, Woodmead East,
Sandton, 2157, South Africa (PO Box 1401, Kelvin, 2054, South Africa);
PricewaterhouseCoopers Corporate Finance (Pty) Limited, 3rd Floor, East
Wing, 2 Eglin Road, Sunninghill, 2157, South Africa (Private Bag X36,
Sunninghill, 2157, South Africa); and
Computershare Investor Services 2004 (Pty) Limited, Ground Floor, 70
Marshall Street, Johannesburg, 2001, South Africa (PO Box 61051,
Marshalltown, 2107, South Africa).
Representative office:
Sandton, South Africa
27 November 2006
Corporate adviser and sponsor
PricewaterhouseCoopers
PricewaterhouseCoopers (Pty) Ltd
(Registration number 1970/003711/07)
Auditors and reporting accountants of GVM
in South Africa
Moore Stephens MWM
Chartered Accountants (SA)
in Australia
Moore Stephens
Competent Persons/Independent mining experts
for Limpopo Coal
Gemecs (Pty) Limited
for Holfontein Investments
GeoCoal Services cc
Date: 27/11/2006 04:03:06 PM Produced by the JSE SENS Department
