SYDNEY, Australia and JOHANNESBURG, South Africa, May 20 /PRNewswire/
-- Sino Gold Mining Limited (Sino Gold) (ASX: SGX, HKSE: 1862) and Gold
Fields Limited (NYSE, JSE, DIFX: GFI) are pleased to announce that:
- Sino Gold will undertake a AU$136 million capital raising, the proceeds
of which will be used primarily to retire its gold hedge position
securing for its shareholders full exposure to the gold price;
- The existing exploration alliance between Sino Gold and Gold Fields
Australasia BVI Ltd (Gold Fields) a wholly owned subsidiary of Gold
Fields Limited, in China, now the largest gold producing country in the
world, will be broadened to include a greater range of potential
projects; and
- Gold Fields agrees to increase its stake in Sino Gold which, after the
retiring of its hedge position, will be a financially stronger growth
company.
Sino Gold will raise up to approximately AU$204 million via a
combination of:
1. An accelerated renounceable entitlement offer to existing
shareholders to raise up to approximately AU$136m so as to allow the
closing out of Sino Gold's hedge book and for development, exploration
expenditure, working capital and general corporate purposes. Thereafter,
Sino Gold will become an unhedged gold producer with the potential to
increase gold production controlled by Sino Gold towards 500,000 ounces per
annum over the next two to three years;
2. A placement to Gold Fields of up to approximately AU$68m, and
thereafter Gold Fields will also exercise in full its entitlements under
the entitlement offer. As a result of its participation and support, Gold
Fields' shareholding in Sino Gold will increase from 15.5% currently to
19.9% at completion of the capital raising to further consolidate Gold
Fields' position as Sino Gold's major shareholder.
Accelerated renounceable entitlement offer (AREO)
Sino Gold today announced an accelerated renounceable pro-rata
entitlement offer at AU$4.00 per share to eligible shareholders to raise up
to approximately AU$136m. Eligible shareholders will be able to subscribe
for 2 new Sino Gold shares for every 15 shares held as at the record date.
Sino Gold intends to apply the net proceeds of the entitlement offer
primarily to close out all of the Company's gold forward sales contracts,
which totalled 278,657 ounces as at 30 April 2008.
Up to approximately 34 million shares are to be issued in the AREO. The
AREO is comprised of an Institutional Offer and a Retail offer. The
Institutional Offer and the Hong Kong component of the Retail Offer are
fully underwritten by Goldman Sachs JBWere Pty Ltd (the Lead Manager).
The Offer price of AU$4.00 (HK$29.80) per share represents:
- a discount of 24.8% (24.3%) to the most recent closing price of
AU$5.32 (HK$39.35) per share; and
- a discount of 22.6% (22.1%) to the theoretical ex-entitlements
price of AU$5.16 (HK$38.23) per share.
Entitlements under either the Institutional Offer or the Retail Offer
cannot be traded on ASX, HKSE or any other exchange, or privately
transferred.
Gold Fields has confirmed that it will be exercising in full its rights
of participation in the AREO.
Full details of the placement are available in a separate announcement
made by Sino Gold today. This announcement is available on Sino Gold's
website http://www.sinogold.com.au
Placement
In parallel with and in addition to the AREO, Gold Fields is supporting
the raising by participating in a placement with Sino Gold to increase its
shareholding to 19.9%, undertaken in two tranches. Gold Fields will acquire
its first tranche at AU$5.03 per share, a 4% discount to the five day
volume weighted average price of the Company's shares traded on ASX ending
16 May 2008, with the second tranche priced in a similar manner post
closure of the Retail Offer component of the AREO. The placement to Gold
Fields will contribute up to approximately AU$68m to the raising.
Full details of the placement are available in a separate announcement
made by Sino Gold today. This announcement is available on Sino Gold's
website http://www.sinogold.com.au
The Alliance
In November 2006, Gold Fields Limited and Sino Gold announced the
formation of a strategic alliance to explore and develop large scale gold
deposits in China, combining the 'in-country' exploration and commercial
skills of Sino Gold with the large scale mine development skills of Gold
Fields.
The alliance's principal focus has been exploring prospective belts in
China for resources hosting at least five million ounces of gold or gold
equivalent, with a production capability of 500,000 ounces per annum (rule
of 'fives'). On a technical level the alliance has concentrated its
exploration efforts on porphyry, high-sulphidation epithermal or
sediment-hosted disseminated orogenic style gold mineralisation which were
not previously the focus of Sino Gold's exploration program in China.
Following a thorough review of 58 mineral belts in China, four belts have
been identified as priority belts with the potential to host these styles
of deposits. Work is ongoing in each of these belts.
Outside a 50km buffer around Sino Gold's existing operations (White
Mountain, Jinfeng, Eastern Dragon, Sanjianfang, and Beyinhar), the parties
have agreed to decrease the threshold for new investments to include gold
deposits with resources hosting at least three million ounces, and with
annual production capability of 300,000 ounces per annum.
There is no change to the funding agreements that each party contribute
equally to the activities of the alliance. For an asset to stay in the
alliance, the two companies must equally fund its exploration and
development. These changes therefore broaden and increase Sino Gold's
financial capacity to explore in new belts outside of its four development
projects.
Nick Holland, newly appointed chief executive officer of Gold Fields
Limited, said:
"The alliance is of strong strategic importance to Gold Fields which
has long recognised China and the Australasian region as highly
prospective. Gold Fields views Sino Gold as the best partner, in China, to
help us unlock that value for our shareholders. Increasing our shareholding
in Sino Gold naturally strengthens our commitment to Sino Gold, but further
strengthens our commitment to the alliance and our exposure to the
Australasian region."
Jake Klein, chief executive officer of Sino Gold, said:
"This is an important step for Sino Gold. We are delighted to have
received such significant support from our major shareholder, Gold Fields,
through its commitment to purchase shares at a premium to the entitlement
issue and increase its holding in Sino Gold to 19.9%.
"With the close out of our forward sales, Sino Gold's shareholders will
now have the opportunity to fully participate in the value created by our
growing gold production in a rising gold price environment."
About Gold Fields Limited Group
Gold Fields Limited Group is one of the world's largest unhedged
producers of gold with attributable production of more than four million
ounces per annum from eight operating mines in South Africa, Ghana and
Australia. A ninth mine, the Cerro Corona Gold/Copper mine in Peru, is
expected to commence production by mid 2008 at an initial rate of
approximately 400,000 gold equivalent ounces per annum. The company has
total attributable ore reserves of 92 million ounces and mineral resources
of 252 million ounces. Gold Fields Limited Group employs some 47,000
permanent employees across its operations and is listed on the JSE Limited
South Africa (primary listing), the New York Stock Exchange (NYSE) and the
Dubai International Financial Exchange (DIFX).
All of Gold Fields' operations are ISO14001 certified. For more
information please
visit the Gold Fields website at http://www.goldfields.co.za.
About Sino Gold
Sino Gold has been active in China since 1996 and owns 82% of the
Jinfeng gold mine in Guizhou Province, southern China, which has Mineral
Resources containing 4.6 million ounces and Ore Reserves containing 3.2
million ounces. Jinfeng will be one of the largest gold mines in China when
the project achieves planned initial production of 180,000 ounces per
annum. Sino Gold aims to increase Jinfeng's gold production to optimal
levels as quickly as possible. The White Mountain project in Jilin
Province, northeast China, is now being developed into Sino Gold's second
mine. In December 2007, Sino Gold completed the takeover of Golden China
Resources Corporation and announced the Eastern Dragon acquisition. Sino
Gold now has projects that provide a clear pathway for the Company to
produce 500,000 ounces of low-cost gold annually by 2010 Sino Gold is a
producing gold company actively pursuing a discovery and acquisition
strategy in China. With a "first mover" advantage, it holds a strong
competitive position in China.
Sino Gold is listed on the Australian Securities Exchange (ASX Code:
SGX) and the Stock Exchange of Hong Kong (SEHK Code: 1862).
This market announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States or any
other jurisdiction. Neither the entitlements nor the Sino Gold ordinary
shares have been or will be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons absent registration or
an applicable exemption from registration. This announcement contains
"forward-looking" statements. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that are in some cases
beyond Sino Gold's control. These risks, uncertainties and factors may
cause actual results, performance or achievements to differ materially from
those expressed or implied by the forward-looking statements and from past
results, performance or achievements. Sino Gold cannot give any assurance
that the assumptions upon which management based its forward-looking
statements will prove to be correct, or that Sino Gold's business and
operations will not be affected by other factors not currently foreseeable
by management or beyond its control.
SOURCE Gold Fields Limited and Sino Gold Mining Limited
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CONTACT: For further details, please contact: Gold Fields:Investor Enquiries: Willie Jacobsz, +857-241-7127, wjacobsz@gfexpl.com; Media Enquiries: Andrew Davidson, +27-11-644-2638 or +27-82-667-7203; Sino Gold, Investor Enquiries Jake Klein, CEO or Roger Howe, Investor Relations, +61-2-8259-7000, info@sinogold.com.au; Media Enquiries Kate Kerrison, +61-2-6746-3221, kate@katekerrison.com.au
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