GOLIATH GOLD MINING LTD THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 10 of this Circular apply throughout this Circular unless otherwise indicated.
If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other professional advisor immediately.
If you have disposed of all your Goliath Gold Shares, then this Circular, together with the accompanying notice convening the Scheme Meeting, form of proxy (yellow) and form of election, surrender and transfer (blue), should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your Goliath Gold Shares.
Shareholders should note that, whilst the entire Circular is important and should be read in its entirety, particular attention should be paid to the section entitled 'Action required by Goliath Gold Shareholders' commencing on page 4 of this Circular.
Gold One Africa and Goliath Gold accept no responsibility and will not be held liable for any failure on the part of any CSDP or broker of a Dematerialised Shareholder to notify such Shareholder of the Scheme Meeting or any business to be concluded thereat.
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1933/004523/06) (Registration number 1984/006179/06) Share code: GGM ISIN: ZAE000154753 ('Gold One Africa')
('Goliath Gold' or 'the Company')
regarding:
a scheme of arrangement proposed by the Goliath Gold Board between Goliath Gold and Goliath Gold Shareholders, in terms of section 114 of the Companies Act, which, if implemented, will result in Gold One Africa acquiring all of the Scheme Shares from Scheme Participants for either:
an Immediate Cash Payment in the amount of R1.00 per Scheme Share payable on the Scheme Implementation Date; or
a Deferred Cash Payment in the amount of R1.60 per Scheme Share payable on the Business Day immediately after the expiry of a period of 18 months following the Scheme Implementation Date; or
any combination of the Immediate Cash Payment and the Deferred Cash Payment in such ratio as may be elected by the Scheme Participant;
the subsequent delisting of the Goliath Gold Shares from the JSE;
and incorporating:
a report prepared by the Independent Expert in terms of section 114(3) of the Companies Act;
a copy of sections 115 and 164 of the Companies Act;
a notice convening the Scheme Meeting;
a form of proxy (yellow) for use by Certificated Shareholders and 'own-name' Dematerialised Shareholders only; and
− a form of election, surrender and transfer (blue) for use by Certificated Shareholders only.
Corporate Advisor and Transaction Sponsor to Goliath Gold
Legal Advisor to Goliath Gold and Gold One Africa
Independent Expert Competent Person
srk consulting
Date of issue: 15 October 2015
Additional copies of this Circular, in its printed format, may be obtained from the Company, the Corporate Advisor and Transaction Sponsor to Goliath Gold at their respective addresses set out in the section of this Circular entitled 'Corporate Information', during normal business hours from Thursday, 15 October 2015 up to and including Monday, 16 November 2015. This Circular will also be available on the Goliath Gold website (www.goliathgold.com) from the commencement of normal business hours on Thursday, 15 October 2015. Copies of this Circular are available in the English language only.
CORPORATE INFORMATION
Goliath Gold Mining Limited Gold One Africa Limited
Date of incorporation: 3 May 1933 Date of incorporation: 18 June 1984
Place of incorporation: South Africa Place of incorporation: South Africa
Company Secretary and registered office Company Secretary and registered office Pierre Kruger (BCom, LLB, HDip in Company Law) Pierre Kruger (BCom, LLB, HDip in Company Law) Ground Floor, Bridgeview House Ground Floor, Bridgeview House
Constantia Office Park Constantia Office Park
Corner 14th Avenue and Hendrik Potgieter Street Corner 14th Avenue and Hendrik Potgieter Street Weltevreden Park, 1709 Weltevreden Park, 1709
(Postnet Suite 115, Private Bag X17 (Postnet Suite 115, Private Bag X17
Weltevreden Park, 1715) Weltevreden Park, 1715)
Corporate Advisor and Transaction Sponsor to Goliath Gold
Merchantec Proprietary Limited (Registration number 2008/027362/07)
2nd Floor, North Block, Hyde Park Office Towers Corner 6th Road and Jan Smuts Avenue
Hyde Park, 2196
(PO Box 41480, Craighall, 2024)
Independent Expert
BDO Corporate Finance Proprietary Limited (Registration number 1983/002903/07)
22 Wellington Road
Parktown, 2193
(Private Bag X60500, Houghton, 2041)
Competent Person
SRK Consulting (South Africa) Proprietary Limited 265 Oxford Road
Illovo, 2196
(PO Box 55291, Northlands, 2116)
Legal Advisor to Goliath Gold
Edward Nathan Sonnenbergs Inc. (Registration number 2006/018200/21) 150 West Street, Sandton Johannesburg, 2196
(PO Box 783347, Sandton, 2146)
Transfer Secretaries to Goliath Gold
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07) Ground Floor, 70 Marshall Street Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Legal Advisor to Gold One Africa
Edward Nathan Sonnenbergs Inc. (Registration number 2006/018200/21)
1 North Wharf Square Loop Street, Foreshore Cape Town, 8001
(PO Box 2293, Cape Town, 8000)
Page
Corporate information Inside front cover Important Legal Notices 2 Action required by Goliath Gold Shareholders 4 Important dates and times 8 Definitions and interpretations 10 Circular to Goliath Gold ShareholdersIntroduction 15
Purpose of this Circular 16
Background information and rationale for the Scheme 16
Terms and Conditions of the Scheme 16
Suspension and termination of the Goliath Gold listing 23
Interests of Gold One Africa and its directors in Goliath Gold Shares 23
Interests of Gold One Africa directors in Gold One Africa shares 23
Interests of Goliath Gold and the Directors of Goliath Gold in Gold One Africa shares 23
Interests of the Directors of Goliath Gold in Goliath Gold Shares 23
Irrevocable undertakings 24
Interests in Gold One Africa Shares by providers of irrevocable undertakings 24
Agreements in relation to the Scheme 24
Opinions and recommendations 24
Service contracts of Directors of Goliath Gold 26
Directors' responsibility statement 26
Consents 26
Documents available for inspection 26
31 December 2014, 31 December 2013 and 31 December 2012
Annexure 3 Interim Financial Results of Goliath Gold for the six months ended 30 June 2015 42 Annexure 4 Exchange Control Regulations 45 Annexure 5 Section 115: Required approval for transactions contemplated in Chapter 5 of 47the Companies Act
Annexure 6 Section 164: Dissenting Shareholders' Appraisal Rights 49 Annexure 7 Trading history of Goliath Gold Shares 52 Annexure 8 Executive Summary of the Competent Person's Report 53 Notice convening the Scheme Meeting 75 Form of proxy (yellow) Attached Form of election, surrender and transfer in respect of the Scheme (blue) AttachedThe release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and, therefore, persons in any such jurisdictions into which this Circular is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. This Circular does not constitute the solicitation of an offer to purchase or sell securities or the solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful or in which securities may not be offered or sold without registration or an exemption from registration. There will be no public offering of securities in any jurisdiction that would require registration.
The Scheme, which is the subject of this Circular, may be affected by the laws of the relevant jurisdictions of Foreign Shareholders. Goliath Gold Shareholders who are not resident in, or who have registered addresses outside of South Africa must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Foreign Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.
The Scheme is governed by the laws of South Africa and is subject to any applicable laws and regulations in South Africa only, including the Companies Act and the Takeover Regulations.
Any Goliath Gold Shareholder who is in doubt as to his position, including, without limitation, his tax status, should consult an appropriate professional advisor in his jurisdiction without delay.
This Circular contains statements about Goliath Gold and Gold One Africa that are, or may be, forward- looking statements. All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity, capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as 'believe', 'aim', 'expect', 'anticipate', 'intend', 'foresee', 'forecast', 'likely', 'should', 'planned', 'may', 'estimated', 'potential' or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, expansion prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Goliath Gold and Gold One Africa caution that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Goliath Gold and Gold One Africa operate may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.
All these forward-looking statements are based on estimates and assumptions, as regards Goliath Gold, made by Goliath Gold or, as regards Gold One Africa, made by Gold One Africa as communicated in publicly available documents by the respective companies, all of which estimates and assumptions, although Goliath Gold and/or Gold One Africa believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Goliath Gold or Gold One Africa or not currently considered material by Goliath Gold or Gold One Africa.
Goliath Gold Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of either Goliath Gold or Gold One Africa not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward- looking statement are not known. Goliath Gold and Gold One Africa have no duty to, and do not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law.
Any forward-looking statement has neither been reviewed nor reported on by the external auditors.
If you have disposed of all your Goliath Gold Shares, then this Circular, together with the accompanying notice convening the Scheme Meeting, form of proxy (yellow) and form of election, surrender and transfer (blue), should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your Goliath Gold Shares.
Please take careful note of the following provisions regarding the action to be taken by Goliath Gold Shareholders:
A Scheme Meeting of Goliath Gold Shareholders will be held at 10:00 on Monday, 16 November 2015 at Ground Floor, Bridgeview House, Constantia Office Park, Corner 14th Avenue and Hendrik Potgieter Street, Weltevreden Park, 1709, for the purpose of considering and, if deemed fit, passing the resolutions required to enable Gold One Africa to acquire the Scheme Shares in terms of a scheme of arrangement under section 114(1) of the Companies Act. A notice convening such Scheme Meeting is attached to, and forms part of, this Circular.
- DEMATERIALISED SHAREHOLDERS WHO ARE NOT 'OWN-NAME' DEMATERIALISED SHAREHOLDERS
- Voting at the Scheme Meeting
If you wish to attend the Scheme Meeting, you should instruct your CSDP or broker to issue you with the necessary letter of representation to attend the Scheme Meeting in person, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.
If you do not wish to or are unable to attend the Scheme Meeting, but wish to vote thereat, you should provide your CSDP or broker with your voting instructions in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. If your CSDP or broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker.
You must not complete the attached form of proxy (yellow).
- Election of Scheme Consideration
You must advise your CSDP or broker, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker, whether you are electing the Immediate Cash Payment, the Deferred Cash Payment or the Combination Cash Payment. If you fail to advise your CSDP or broker of your election, your CSDP or broker will make an election on your behalf in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker.
If your election is not received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Immediate Cash Payment for all of your Scheme Shares.
You must not complete the attached form of election, surrender and transfer (blue).
-
Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Scheme Shares will be handled by your CSDP or broker.
- DEMATERIALISED SHAREHOLDERS WHO ARE 'OWN-NAME' DEMATERIALISED SHAREHOLDERS
- Voting at the Scheme Meeting
You may attend the Scheme Meeting and vote thereat.
If you do not wish to or are unable to attend the Scheme Meeting, but wish to be represented thereat, you must complete the attached form of proxy (yellow) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Thursday, 12 November 2015. Alternatively, the form of proxy (yellow) may be handed to the chairperson of the Scheme Meeting before the Scheme Meeting commences at 10:00 on Monday, 16 November 2015.
- Election of Scheme Consideration
You must advise your CSDP or broker, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker, whether you are electing the Immediate Cash Payment, the Deferred Cash Payment or the Combination Cash Payment. If you fail to advise your CSDP or broker of your election, your CSDP or broker will make an election on your behalf in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker.
If your election is not received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Immediate Cash Payment for all of your Scheme Shares.
You must not complete the attached form of election, surrender and transfer (blue).
-
Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Scheme Shares will be handled by your CSDP or broker.
- CERTIFICATED SHAREHOLDERS
- Voting at the Scheme Meeting
You may attend the Scheme Meeting and vote thereat.
If you do not wish to or are unable to attend the Scheme Meeting, but wish to be represented thereat, you must complete the attached form of proxy (yellow) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Thursday, 12 November 2015. Alternatively, the form of proxy (yellow) may be handed to the chairperson of the Scheme Meeting before the Scheme Meeting commences at 10:00 on Monday, 16 November 2015.
- Election of Scheme Consideration
You must, by completing the attached form of election, surrender and transfer (blue), advise whether you are electing the Immediate Cash Payment, the Deferred Cash Payment or the Combination Cash Payment.
If you wish to receive the Scheme Consideration by EFT, you must complete Part C of the form of election, surrender and transfer (blue).
If your election is not received by the Transfer Secretaries by 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Immediate Cash Payment for all of your Scheme Shares.
- Surrender of Documents of Title
If the Scheme becomes operative, you will be required to surrender your Documents of Title in respect of all your Goliath Gold Shares in order to claim the Scheme Consideration payable to you.
If you wish to expedite receipt of the Scheme Consideration and surrender your Documents of Title in anticipation of the Scheme becoming operative, you should complete the attached form of election, surrender and transfer (blue) and return it, together with the relevant documents of Title relating to all your Goliath Gold Shares, in accordance with the instructions contained therein, to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107).
If Documents of Title relating to any Goliath Gold Shares to be surrendered are lost or destroyed, Goliath Gold and Gold One Africa may dispense with the surrender of such Documents of Title upon production of evidence satisfactory to Goliath Gold and Gold One Africa that the Documents of Title to the Goliath Gold Shares in question have been lost or destroyed, and upon provision of a suitable indemnity on terms satisfactory to them. Accordingly, if the Documents of Title in respect of any of your Goliath Gold Shares have been lost or destroyed, you should nevertheless return the attached form of election, surrender and transfer (blue), duly signed and completed, together with a duly signed and completed indemnity form which is obtainable from the Transfer Secretaries.
Should you surrender your Documents of Title in anticipation of the Scheme becoming operative and the Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the Documents of Title to you by post at your risk.
- GENERAL
-
Approval of the Scheme at the Scheme Meeting
The Scheme must be approved by a special resolution, in accordance with section 115(2)(a) of the Companies Act, at the Scheme Meeting, at which at least three Goliath Gold Shareholders are present and sufficient Scheme Members are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the Scheme Meeting. In order to be approved, the special resolution must be supported by at least 75% of voting rights exercised thereon.
-
Electronic participation at the Scheme Meeting
Scheme Members or their proxies may participate in (but not vote at) the Scheme Meeting by way of a teleconference call and, if they wish to do so:
must contact the Company Secretary (by email at the address pierre.kruger@gold1.co.za) no later than 10:00 on Thursday, 12 November 2015 in order to obtain a pin number and dial-in details for that conference call;
will be required to provide reasonably satisfactory identification; and
will be billed separately by their own telephone service providers for their telephone call to participate in the Scheme Meeting,
provided that Scheme Members and their proxies will not be able to vote telephonically at the Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the Scheme Meeting.
- Court approval
Goliath Gold Shareholders are advised that, in accordance with section 115(3) of the Companies Act, Goliath Gold may in certain circumstances not proceed to implement the special resolution required to approve the Scheme, despite the fact that it will have been adopted at the Scheme Meeting, without the approval of the Court.
A copy of section 115 of the Companies Act pertaining to the required approval for the Scheme is set out in Annexure 5 to this Circular.
- Dissenting Shareholders
A Goliath Gold Shareholder who is entitled to vote at the Scheme Meeting is entitled to seek relief under section 164 of the Companies Act if that Goliath Gold Shareholder: notified Goliath Gold in advance in writing of its intention to oppose the special resolution; was present at the Scheme Meeting; voted against the special resolution; and sent the Company a demand contemplated in section 164(5) of the Companies Act.
A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders' Appraisal Rights is set out in Annexure 6 to this Circular.
-
Dematerialisation
If you wish to dematerialise your Goliath Gold Shares, please contact your CSDP or broker. Goliath Gold Shareholders are advised that no dematerialisation or rematerialisation of Goliath Gold Shares may take place after the Scheme LDT, which is expected to be Thursday, 17 December 2015.
- Foreign Shareholders
All dates and times may be changed by mutual agreement between Goliath Gold and Gold One Africa (subject to the approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review of the special resolution required to approve the implementation of the Scheme will be required. Any change in the dates and times will be released on SENS and published in the South African press.
Goliath Gold Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, Goliath Gold Shareholders who acquire Goliath Gold Shares after close of trade on Friday, 30 October 2015 will not be eligible to vote at the Scheme Meeting.
All times given in this document are local times in South Africa.
Goliath Gold Shares may not be dematerialised or rematerialised after the Scheme LDT, which is expected to be Thursday, 17 December 2015.
If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so that a Scheme Member may require Goliath Gold to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above will not be relevant. If this is the case, Goliath Gold Shareholders will be notified separately of the applicable dates and times under this process.
If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the Proposed Transaction, the dates and times set out above will not be relevant. If this is the case, Goliath Gold Shareholders will be notified separately of the applicable dates and times under this process.
If the Scheme Meeting is adjourned or postponed, forms of proxy (yellow) submitted for the initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
Goliath Gold Shareholders who are not resident in, or who have registered addresses outside of South Africa, must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Goliath Gold Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.
Record date to determine which Goliath Gold Shareholders are entitled to
2015receive the Circular Friday, 9 October
Circular posted to Goliath Gold Shareholders and notice convening the
Scheme Meeting released on SENS on Thursday, 15 October
Notice convening the Scheme Meeting published in the South African
press on Friday, 16 October
Last day to trade Goliath Gold Shares in order to be recorded in the Register
to vote at the Scheme Meeting (see note 2 below) on Friday, 30 October
Record date to be eligible to vote at the Scheme Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 6 November
Last day to lodge forms of proxy in respect of the Scheme Meeting with the Transfer Secretaries by 10:00 on (alternatively, the form of proxy (yellow) may be handed to the chairperson of the Scheme Meeting by no later than
10:00 on Monday, 16 November) Thursday, 12 November
Last date and time for Goliath Gold Shareholders to give notice of their objections to the special resolution approving the Scheme by no later than
10:00 on Monday, 16 November
Scheme Meeting to be held at 10:00 on Monday, 16 NovemberResults of the Scheme Meeting released on SENS on Monday, 16 November Results of the Scheme Meeting published in the South African press on Tuesday, 17 November If the Scheme is approved by Goliath Gold Shareholders at the Scheme
Meeting with sufficient voting rights such that no Shareholder may require
the Company to obtain Court approval for the Scheme as contemplated in section 115(3)(a) of the Companies Act:
Last date on which Goliath Gold Shareholders can make application to the
Court in terms of section 115(3)(b) of the Companies Act on Monday, 30 November
Last date for Goliath Gold to give notice of adoption of the special resolution approving the Scheme to Goliath Gold Shareholders objecting to the special
resolution on Monday, 30 November
If no Shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act:
Finalisation Date expected to be on Wednesday, 9 December Finalisation Date announcement expected to be released on SENS on Wednesday, 9 December Finalisation Date announcement expected to be published in the South
African press on Thursday, 10 December
Expected Scheme LDT, being the last day to trade Goliath Gold Shares on the JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Thursday, 17 December
Suspension of listing of Goliath Gold Shares on the JSE expected to take
place at the commencement of trade on Friday, 18 December
Expected Scheme Consideration Record Date, being the date on which Scheme Participants must be recorded in the Register to receive the
Scheme Consideration, by close of trade on Thursday, 24 December
Last date on which the Scheme Participants can make an election in respect
of the Scheme Consideration by 12:00 on Thursday, 24 December
Expected date on which the Scheme is implemented Monday, 28 December
Immediate Cash Payment expected to be paid/posted to Scheme Participants who are Certificated Shareholders (provided their form of election, surrender and transfer (blue) and Documents of Title are received
on or prior to 12:00 on the Scheme Consideration Record Date) on or about Monday, 28 December
Scheme Participants who are Dematerialised Shareholders expected to have their accounts (held at their CSDP or broker) credited with the Immediate
Cash Payment on or about Monday, 28 December
Termination of listing of Goliath Gold Shares on the JSE expected to take
place at the commencement of trade on or about Tuesday, 29 December
Deferred Cash Payment expected to be paid/posted to Scheme Participants who are Certificated Shareholders (provided that the form of election surrender and transfer (blue) and Documents of Title are received on or
prior to 12:00 on the Scheme Consideration Record Date on or about Tuesday, 27 June
Scheme Participants who are Dematerialised Shareholders expected to have their accounts (held at their CSDP or broker) credited with the Deferred
Cash Payment on or about Tuesday, 27 June
Notes:
In this Circular, the annexures hereto, the notice convening the Scheme Meeting, the form of proxy (yellow) and form of election, surrender and transfer (blue), unless the context otherwise indicates, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meaning stated opposite them in the second column, as follows:
'Appraisal Rights' the rights afforded to Goliath Gold Shareholders under section 164 of theCompanies Act, as set out in Annexure 6 to this Circular;
'Business Day' any day other than a Saturday, a Sunday or an official public holiday inSouth Africa;
'Certificated Share' a Goliath Gold Share that has not been Dematerialised, and title to which is evidenced by a Document of Title; 'Certificated Shareholder' a Goliath Gold Shareholder who holds Certificated Shares;'Circular' this bound document, dated 15 October 2015, including the annexures hereto and incorporating a notice convening the Scheme Meeting, a form of proxy (yellow) and a form of acceptance, transfer and surrender (blue);
'Closing Date' the date on which the balance of the Scheme Consideration is paid tothe Scheme Participants by means of Deferred Cash Payments, which date shall be the Business Day immediately after the expiry of a period of 18 months calculated with effect from and including the day after the Scheme Implementation Date, which is expected to be 27 June 2017;
'Combination Cash Payment' any combination of the Immediate Cash Payment and the Deferred CashPayment, in such ratio as may be elected by a Scheme Participant;
'Common Monetary Area' South Africa, the Republic of Namibia and the Kingdoms of Lesotho andSwaziland;
'Companies Act' the South African Companies Act, 2008 (Act 71 of 2008), as amended; 'Competent Person' or 'SRK Consulting'SRK Consulting (South Africa) Proprietary Limited (Registration number 1995/012890/07), a private company duly incorporated in accordance with the laws of South Africa and appointed by the Independent Board as the competent person;
'Competition Act' the South African Competition Act, 1998 (Act 89 of 1998), as amended; 'Competition Authorities' the Competition Commission, Competition Tribunal and/or CompetitionAppeal Court established in accordance with the Competition Act;
'Conditions Precedent' the conditions to which the Scheme is subject, as set out in paragraph 4.2of the Circular;
'Corporate Advisor and Transaction Sponsor'Merchantec Proprietary Limited (Registration number 2008/027362/07), a private company duly incorporated in accordance with the laws of South Africa and appointed by the Independent Board as the corporate advisor and transaction sponsor to Goliath Gold;
'Court' any South African court with competent jurisdiction to approve the implementation of the Scheme Resolution pursuant to section 115 of the Companies Act and/or to determine the fair value of Goliath Gold Shares and make an order pursuant to section 164(14) of the Companies Act; 'CSDP' Central Securities Depository Participant, accepted as a participant in terms of the Financial Markets Act;|
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