Under the terms of the Protocol, Moto will make a payment to the Government of the DRC and OKIMO
of US$4.5 million within three business days of the delivery of certain documents by the Government
of the DRC and OKIMO which are conditions to the Acquisition and which should take place within
10 business days of entering into the SPA. 50% of the payment will go to each of the Government of
the DRC and to OKIMO.
Declaration
AngloGold Ashanti and Randgold have secured additional support from the Government of the DRC in
the form of a declaration (the “Declaration”) under which the Government of the DRC:
1.
formally acknowledges the Acquisition and the Protocol entered into by Moto and Kibali (Jersey) in
respect of the renewal of exploitation permits held by Kibali Goldmines;
2.
confirms that the current DRC mining legislation is in full force and effect and that there are no
current proposals to amend it;
3.
confirms that the DRC mining legislation contains the totality of the taxes, royalties and other fees
payable to the Government of the DRC in relation to mining activities in the DRC and guarantees
the stability of these provisions as provided in the DRC mining legislation;
4.
provided that Kibali Goldmines complies with the DRC mining legislation and payment is made
under the Protocol, agrees to renew all of the exploitation permits held by Kibali Goldmines on the
terms of the Protocol and to grant in a timely manner all other permits and licenses required for
development and exploitation of the Moto Gold Project;
5.
provided that the Moto Gold Project is in commercial production, that Kibali Goldmines complies
with the DRC mining legislation and payment is made under the Protocol, agrees to renew all
exploitation permits held by Kibali Goldmines on future renewal dates;
6.
provided that payment is made under the Protocol, agrees not to terminate or limit the scope or
effect of Kibali Goldmines’ exploitation permits other than in accordance with their terms or in
accordance with the provisions of the joint venture agreement which governs the operation of
Kibali Goldmines; and
7.
undertakes not to take any action to prevent, prohibit or frustrate future intra-group transfers by
Randgold, AngloGold, Moto or Kibali (Jersey) of shares in Kibali Goldmines and they will not be
required to acquire a further interest in Kibali Goldmines as a result of any such intra-group
transfer.
Conditions Precedent
The Acquisition is subject to the fulfilment of a number of conditions, including:
1.
in the case of AngloGold Ashanti, approval of the Acquisition by the South African Reserve Bank;
2.
in the case of Randgold, approval of the Acquisition by its shareholders;
3.
approval by the board of directors and the shareholders of OKIMO, such approval to be granted
within 10 business days of entering into the SPA;
4.
the delivery, by the Government of the DRC within 10 business days of entering into the SPA, of a
notification letter regarding a meeting of the Cabinet of the DRC confirming that it has considered
the Acquisition and its terms and that the Acquisition is in accordance with DRC law; and
5.
the renewal of all exploitation permits held by Kibali Goldmines which expire in 2014 pursuant to
the Protocol.
Reasons for and Benefits of the Acquisition
It is anticipated that the Acquisition will result in the following benefits:
1.
increases AngloGold Ashanti shareholders participation in the Moto Gold Project, thereby
further increasing AngloGold Ashanti’s Ore Reserves and Mineral Resources: The Acquisition
increases AngloGold Ashanti shareholders’ participation in the Moto Gold project by 10%. Based
on the feasibility study completed in March 2009 by Moto, the Acquisition in conjunction with the
acquisition of 50% of Moto completed earlier this month, will increase AngloGold Ashanti’s existing
attributable Ore Reserves by 2.5Moz and its existing attributable Mineral Resources by
approximately 10.1Moz. It is envisaged that the vast Mineral Resource of the Moto Gold Project
will support the development of a long life and profitable mining operation. The Company believes
that the combination of AngloGold Ashanti’s and Randgold’s regional business knowledge and
government relationships with their extensive gold mining expertise in Africa will assist in
unlocking the value of the Moto Gold Project;