Gold One International Ltd

Published : January 21st, 2009

Shareholders give thumbs up to Aflease/BMA union

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Johannesburg, 21 January 2009-The shareholders of Aflease Gold (JSE code AFO) and BMA Gold (ASX code BMO) today overwhelmingly voted in favour of the deal which will combine the two companies to create a new gold mining, development and exploration business known as Gold One International.


At meetings held in Johannesburg and Sydney, the 76.55% Aflease Gold shareholders represented voted 100% in favour of the transaction while 99.8% of BMA shareholders voted for it.The transaction involves the inward listing of BMA on the JSE and the subsequent acquisition by BMA of all the issued ordinary shares in Aflease Gold.The transaction has been approved by the South African Reserve Bank and the JSE.


The new company will be listed on the Australian and Johannesburg stock exchanges and will have assets including Aflease Gold�s new Modder East mine near Johannesburg, which is on track for first production by the end of 2009, a gold resource of more than 15 million ounces, and gold exploration and development projects in Australia, South Africa, Namibia and Mozambique.


Aflease Gold chief executive Neal Froneman said the shareholder vote showed strong support for the companies� strategy to build Gold One into a leading mid-tier gold producer with an attractive growth profile.


Aflease Gold still needs its bondholders to waive a technical change of control condition before the scheme can be implemented and a meeting of bondholders is expected to take place during mid-February for Aflease to seek the required waiver.


�Our bondholders have much to gain from the creation of a stronger company with significantly enhanced prospects and I am confident that they will agree with shareholders about the merits of the transaction and support its completion,� he said.

Aflease Gold Limited
- chief executive - Neal Froneman +27 83 628 0226
Aflease Gold Investor Relations - Carol Smith +27 11 726 1047

FORWARD-LOOKING STATEMENT: This news release includes certain �forward-looking statements� and �forward-looking information�. All statements other than statements of historical fact included in this release including, without limitation, statements regarding future plans and objectives of Aflease Gold and BMA Gold are forward-looking statements (or forward-looking information) that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors could cause actual results to differ materially from Aflease Gold and BMA Gold�s expectations. Such factors include, among others, the actual results of exploration activities, actual results of reclamation activities, the estimation or realisation of mineral reserves and resources, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, availability of capital required to place Aflease Gold and BMA Gold�s properties into production, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold and other commodities, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, Aflease Gold and BMA Gold�s hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage, Although Aflease Gold and BMA Gold have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended.There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Aflease Gold and BMA Gold do not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.




Aflease Gold Limited

(Incorporated in the Republic of South Africa)

(Registration number 1984/006179/06)

JSE Share code: AFO

ISIN: ZAE000075867

International Prime QX (OTCQX): AFSGY






Shareholders are referred to the announcements dated 20 November 2008 and 26 November 2008 in which shareholders were advised that Aflease Gold Limited (�Aflease�), which is listed on the JSE Limited, and BMA Gold Limited (�BMA�), which is listed on the Australian Securities Exchange, have entered into an agreement regarding a conditional transaction which provides for the dual primary inward listing of BMA on the JSE and the subsequent acquisition by BMA of all the issued ordinary shares of Aflease, to be implemented in South Africa through a scheme of arrangement (�the scheme�) in terms of section 311 of the Companies Act, 1973, between Aflease and its ordinary shareholders.


Aflease is pleased to announce that at the scheme meeting held on Wednesday, 21 January 2009, the scheme members present and voting, either in person or by proxy, unanimously approved the scheme.



The implementation of the scheme is subject to the fulfilment or waiver (where permitted) of a number of conditions which were specified in the announcement dated 20 November 2008. The material conditions still to be met are:

- that there will be in existence legally binding arrangements to ensure that all of the Aflease convertible bonds have been or will be cancelled or transferred to BMA in consideration for the issue of the BMA convertible bonds; and

- that Competition Commission approval (if required), shall have been obtained in both South Africa and Australia.

Aflease anticipates that a meeting of Aflease bond holders will take place during mid-February 2009 to seek the necessary waiver in respect of the first mentioned material condition.



An updated timetable for the scheme, resulting from the delay in the fulfilment of the conditions, is set out below:



Finalisation date announcement once all conditions have been fulfilled and/or

waived to be released on SENS

Friday, 20 February


Finalisation date announcement once all conditions have been fulfilled and/or

waived to be published in the press

Monday, 23 February


Last day to trade ordinary shares on the JSE in order to be recorded in the

register on the consideration record date

Friday, 27 February


Suspension of Aflease�s listing on the JSE from the commencement of trading

on the JSE

Monday, 2 March


BMA ordinary shares will be listed and trading will commence on the JSE at

the commencement of trading on the JSE under JSE code �GDO�

Monday, 2 March

Consideration record date, being the date on which Aflease ordinary

shareholders must be recorded in the register in order to be eligible to

receive the scheme consideration

Friday, 6 March


Operative date of the scheme, from the commencement of trading on the JSE

Monday, 9 March

Termination of Aflease�s listing on the JSE, from the commencement of trading

Monday, 9 March



(i). The abovementioned times are South African times and are subject to change. Any change to the above dates and times will be agreed upon by BMA and Aflease and advised to Aflease ordinary shareholders by release on SENS and publication in the press.

(ii). If you wish to rematerialise or dematerialise your ordinary shares, please contact your CSDP or broker. However, no rematerialisation or dematerialisation will take place after Friday, 27 February 2009. Only dematerialised ordinary shares may be traded on the JSE.



A copy of the chairperson�s report on the scheme meeting will be available for inspection at Aflease�s registered office during normal business hours situated at First Floor, 45 Empire Road, Parktown, 2193 from Thursday, 22 January 2009 until the date on which the application is made to the Court to sanction the scheme, anticipated to be on 3 February 2009.


Parktown, Johannesburg

21 January 2009



Corporate adviser and sponsor in South Africa


45 Empire Road, Parktown
Gauteng, South Africa
+27 (11) 726 1047
+27 (11) 726 1087




Gold One International Ltd

ISIN : AU000000GDO5
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Gold One is a gold development stage company based in South africa.

Its main assets in production are SUB NIGEL & SPAARWATER and MODDER EAST in South Africa and its main exploration properties are NEW KLEINFONTEIN & TURNBRIDGE, HOLFONTEIN and VENTERSBURG in South Africa and ETENDEKA in Namibia.

Gold One is listed in Australia, in Germany, in South Africa and in United States of America. Its market capitalisation is AU$ 242.1 millions as of today (US$ 213.2 millions, € 156.2 millions).

Its stock quote reached its lowest recent point on April 03, 2009 at AU$ 0.01, and its highest recent level on May 15, 2009 at AU$ 12.00.

Gold One has 807 080 905 shares outstanding.

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