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Witwatersrand Consolidated Gold Resources Limited - Posting of circular and notice of scheme meeting

February 14, 2014

ENP Newswire - 14 February 2014

Release date- 13022014 - Wits Gold Shareholders are referred to the Firm Intention Announcement dated 11 December 2013, as well as the further announcement by the Company dated 13 December 2013, released on SENS and filed on SEDAR, and are advised that a circular containing, inter alia.

Details of the scheme of arrangement ('Scheme') in terms of section 114 read with section 115 of the South African Companies Act, 2008 ('the Companies Act') proposed by the board of directors of Wits Gold between Wits Gold and the Wits Gold Shareholders pursuant to which Sibanye Gold Limited ('Sibanye') will acquire all the shares held by Wits Gold Shareholders who are registered as such in the securities register of Wits Gold ('Scheme Shares') for a cash payment of ZAR11.55 for each Scheme Share ('Scheme Consideration');

Details of the cash consideration to be paid by Sibanye to the holders of Wits Gold options in consideration for the cancellation of their Wits Gold options ('Wits Gold Options Settlement');

A report by an independent expert in terms of section 114(3) of the Companies Act and regulations 87(5) and 90 of the South African Companies Regulations, 2011 ('Companies Regulations');

A notice convening a meeting of Wits Gold Shareholders to, inter alia, consider and, if deemed fit, approve the Scheme ('Scheme Meeting');

A form of proxy and

A form of surrender and transfer and letter of transmittal, has been posted to Wits Gold shareholders on Wednesday, 12 February 2014, and is available on Wits Gold's website at and SEDAR at

Words and expressions, including capitalised terms, in this announcement shall have the same meaning as assigned to them in the Circular, unless indicated otherwise.


The independent board of Wits Gold established for the purpose of assessing the Scheme ('Independent Board') has appointed BDO Corporate Finance Proprietary Limited ('Independent Expert') to consider the terms and conditions of the Scheme and the Wits Gold Options Settlement and to advise, inter alia, whether the consideration payable in terms of the Scheme and the Wits Gold Options Settlement is fair and reasonable.

The Independent Expert has advised the Independent Board that it is of the opinion that the consideration payable in terms of the Scheme and the Wits Gold Options Settlement is fair and reasonable. The full report of the Independent Expert and the basis for its conclusions are included in the Circular.


As at 30 January 2014, irrevocable undertakings from Wits Gold shareholders holding collectively [60.92%] of the Scheme Shares have been received by Wits Gold and Sibanye.


The Scheme Meeting will be held at 15:00 Central African Time ('CAT')/08:00 Eastern Time ('ET') on Thursday, 13 March 2014, at the office of Macquarie First South Capital Proprietary Limited, South Wing, The Place, 1 Sandton Drive, Sandown, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to approve the Scheme and certain related matters.


Wits Gold

Philip Kotze

Chief Executive Officer

Tel: +27 11 832 1749

Hethen Hira

Vice President

Corporate Affairs

Tel: +27 11 832 1749

Forward-Looking Statements

Certain statements included in this announcement, as well as oral statements that may be made by Wits Gold, or by its officers, directors or employees acting on its behalf related to the subject matter hereof, constitute or are based on forward-looking statements.

These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Wits Gold, that could cause actual results and outcomes of Wits Gold to be materially different from historic results or from any future results expressed or implied by such forward-looking statements.

Such risks, uncertainties and other factors include, among others, the parties' (being Wits Gold and Sibanye) ability to complete the Scheme and the anticipated timing related thereto. Wits Gold undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect any change in Wits Gold's expectations with regard thereto.

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Source: ENP Newswire

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