JOHANNESBURG, South Africa, October 28 /PRNewswire-FirstCall/ -- Aflease
Gold and Uranium Resources CEO Neal Froneman announced today the directors
who would constitute the Board of Southern Cross Resources on completion of
the acquisition of Aflease by Southern Cross. The new Board will take office
subject to the satisfaction of all the conditions to that acquisition,
including receipt of all approvals required from the shareholders of both
companies.
    In another development, a circular has this week been posted to Aflease
shareholders, dealing with the Southern Cross transaction, in preparation for
the shareholders' meeting on 24th November 2005.
    The circular is also posted on the Aflease website: http://www.aflease.com.
    The new Board will have six non-executive directors, including the
current Southern Cross CEO and Chairman Mark Wheatley and current Aflease
non-executive director John Sibley. They will be joined by three Canada-based
corporate directors. These are chairman-designate Andrew Adams who is a non
executive director on several TSX-listed mining companies, Terry MacGibbon
who currently heads TSX- listed FNX Mining Company, and Ken Williamson who is
a director on a number of boards.
    Terry Rosenberg, who has headed and has been a director of a number of
South African companies, will also join the Southern Cross Board as a
non-executive director.
    Aflease CEO Neal Froneman, who is to be President and CEO of the enlarged
Southern Cross, will also be a member of the new Board.
    "The enlarged Southern Cross will have assets in South Africa, Canada and
Australia, and our Board will boast directors from all three of these
regions, with an impressive portfolio of skills in mining, finance and the
legal world," said Neal Froneman.
    "We have undergone an intense dialogue with each and every member of the
new Board, and all of our new directors have expressed confidence in the
company, and share our enthusiasm for our growth strategy, as a focused
uranium producer, with a pure gold subsidiary.
    "We are looking forward to the shareholders' meetings next month of
Aflease and of Southern Cross, and are hopeful the Transaction can be
completed in December, subject to the completion of all regulatory
requirements."
    Following the Transaction, the enlarged Southern Cross will have a
primary listing in Toronto, and a secondary listing in Johannesburg. The
company's operations will be run from Johannesburg, but Southern Cross will
have the necessary skills base to function on three continents.
    The new Board of Southern Cross is as follows:
    Andrew Adams (Non-Executive Chairman-designate) British Andrew Adams
qualified as a Chartered Accountant in the United Kingdom in 1981.
    Since qualifying he has worked in progressively more senior financial
roles in the resources industry. He worked for the Anglo American group of
companies for 12 years up to 1999, his final position being Vice President
and CFO of Anglo Gold North America based in Denver, Colorado. He then joined
Aber Diamond Corporation as their Vice President and CFO in Toronto. Since
leaving Aber at the end of 2003 he has joined Tahera Diamond Corporation,
Jaguar Nickel Inc., Guinor Gold Corporation and First Quantum Minerals Ltd as
an independent non-executive director.
    Terry MacGibbon (Non-Executive) Canadian Terry MacGibbon has been the
President and Chief Executive Officer of FNX Mining Company Limited, a mining
company listed on the TSX, since 1997. Mr. MacGibbon is a professional
geologist with over 33 years of experience in the mining industry. Prior to
joining FNX Mining Company Limited, Mr. MacGibbon was employed for 30 years
with Inco Ltd. where he was responsible for directing Inco Ltd's worldwide
exploration activities as Director of Exploration. Mr. MacGibbon has also
held directorships and senior executive positions in a number of public and
private companies and is currently a director of TSX-listed Major Drilling
Group International Inc., TSX-listed Lakeshore Gold Resources and TSXV-listed
Southern Star Resources.
    Kenneth Williamson (Non-Executive) Canadian Kenneth Williamson has over
25 years experience in the natural resource and corporate finance sectors,
with a focus on capital markets and mergers and acquisitions, both in Toronto
and Vancouver, for the past 20 years. Mr. Williamson joined Midland Doherty
as an investment banker in 1980, and continued with the same organization
through a series of mergers and acquisitions until after it was acquired by
Merrill Lynch in 1998. Mr. Williamson holds a Bachelor of Applied Science
from the University of Toronto and a Master of Business Administration from
the University of Western Ontario. He is also a registered professional
engineer. Mr. Williamson has served as a director of numerous public
companies and is currently a director of Glamis Gold Ltd., a TSX-listed gold
mining company, Blackrock Ventures Inc., a TSX-listed company engaged in
heavy oil exploration, BioteQ Environmental Technologies, a biotechnology
company listed on the TSX Venture exchange, and Quadra Mining Ltd., a copper
mining company listed on the TSX.
    Neal Froneman (President and CEO) South African Neal Froneman has been a
member of the board of directors of Aflease since April 2003 when he was
appointed Chief Executive Officer of the Company. Mr. Froneman holds a
Bachelor of Science in Mechanical Engineering from the University of
Witwatersrand in South Africa and is a registered professional engineer.
Between 1996 and 2001, Mr. Froneman served as Executive Director, Operations
at Harmony Gold Mining Company Limited and between 2002 and 2003 he served as
Vice-President and Head of Operations at Goldfields Inc. Mr. Froneman has
also held management and executive positions with a number of other
companies, including JCI.
    John Sibley (Non-Executive) Canadian John Sibley has been a member of the
board of directors of Aflease since April 2003. He holds a B.A. Honours
degree from the University of Manitoba and a Bachelor of Laws degree from
Osgoode Hall Law School. Mr. Sibley is a partner with the Canadian law firm
of Davis & Company LLP and has been a partner since 2001. From 1996 to 2001,
Mr. Sibley was a partner with another major Canadian law firm. Mr. Sibley has
advised numerous Canadian and foreign companies involved in the mining sector
on a wide range of matters including, inter alia, public offerings and
mergers and acquisitions.
    Terry Rosenberg (Non Executive) South African Terry Rosenberg has over 25
years experience in accounting and business. From 1980 to 1988, Mr. Rosenberg
was a partner with Arthur Andersen & Co. From 1989 to 1992, Mr. Rosenberg was
the Chairman of Prefcor Holdings Limited, the holding company for a retail
stores business. From 1992 to 1998, Mr. Rosenberg was the Chief Executive
Officer and Deputy Chairman of McCarthy Retail, a large South African
conglomerate. Since 1998, Mr. Rosenberg has been the Chairman of Oakbrook
Investments, an investment company. Mr. Rosenberg has held directorships in
numerous public companies, including current directorships of Magumo
Investments and Thomas Goode & Company.
    Mark Wheatley (Non-Executive) Australian Mark Wheatley was appointed
Chief Executive Officer of Southern Cross in September 2003. Mr Wheatley has
over 20 years experience in the resources industry within Australia and
overseas, including senior roles with BHP, Bankers Trust Australia Limited
(BT) and Goldfields/AurionGold Limited. At BHP between 1979 and 1996, his
experience included engineering, technology, development and commercial roles
within the steel, corporate and minerals businesses. Employed by BT in 1996,
Mr Wheatley was involved in project finance and advisory activities for 3
years. A move to the gold industry in 1999 as General Manager Corporate
Development for Goldfields Limited came with great share price and growth
success as the Company grew tenfold to become AurionGold Limited before being
taken over by Placer Dome Inc. late in 2002. During this time, Mr Wheatley
deputised for the Managing Director of Goldfields Limited. Mr Wheatley has a
Chemical Engineering degree and a MBA.
    Capital raising
    Although it was initially anticipated for November, the Dominion capital
raising has been delayed as there is sufficient cash flow at this time.
Construction at the Dominion project is on schedule and the enlarged Southern
Cross group, following the completion of the Transaction, will have
sufficient resources and flexibility to be able to facilitate this delay.
Further information on the need to raise capital will be made available at
the appropriate time, taking cognisance of the regulatory framework
applicable to the Canadian capital markets.
    Forward-looking statements
    This announcement contains certain forward-looking statements. These
forward-looking statements are subject to a variety of risks and
uncertainties which are beyond Aflease's ability to control or predict
(including, among others, regulatory and shareholder approval), which could
cause actual events or results to differ materially from those anticipated in
such forward-looking statements. In this announcement, predictions about the
Transaction being approved and finalised are forward-looking statements.
Readers should not place undue reliance on forward-looking statements.
    Notice to Investors
    This announcement does not constitute an offer to sell or an invitation
to purchase or subscribe for any securities. The securities offered by way of
exchange pursuant to the Transaction have not been and will not be registered
under the U.S. Securities Act of 1933, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

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