GOLIATH GOLD MINING LTD
Shareholders are advised that Gold One Africa Limited ("Gold One Africa"), which holds 72.0% of the issued share capital of Goliath Gold and which is an indirectly wholly-owned subsidiary of Gold One International Limited (Cayman Islands), has submitted a non-binding expression of interest to Goliath Gold to acquire the Goliath Gold ordinary shares that it does not already own ("Proposed Scheme Shares") by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended ("Proposed Scheme").
In terms of the Proposed Scheme, shareholders could elect to receive either an immediate cash payment of
R1.00 per share (total offer value of R41.2 million), on the date of implementation of the Proposed Scheme
("Proposed Scheme Implementation Date") ("Immediate Payment"), or a deferred cash payment of R1.60 per share (total nominal offer value of R66 million) after the expiry of a period of 18 months following the Proposed Scheme Implementation Date ("Deferred Payment"), or a combination thereof in such ratio as may be elected by the shareholder ("Offer"). Should a shareholder fail to make a payment election, such shareholder will be deemed to have elected the Immediate Payment. The Goliath Gold closing share price
on 28 July 2015 was R1.50 per share.
Shareholders are advised that the Proposed Scheme is subject to, inter alia, Gold One Africa obtaining the requisite Chinese regulatory approvals, which approvals are expected to be received during the month of August 2015, following which a firm intention to proceed will be submitted to Goliath Gold by Gold One Africa.
Accordingly, shareholders are advised to exercise caution when dealing in the Company's securities until a
further announcement is made.
Johannesburg
29 July 2015
Merchantec Capital
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