🕐23.08.10 - 13:54 Uhr

Gold Mining Company Ltd - Signs Heads of Terms Agreement to Acquire High Grade G
old Asset in Austria & Suspension of Trading



Gold Mining Company Limited / EPIC: GML.P / Sector: Natural Resources 23 August 2010 Gold Mining Company Limited (‘GMC’ or the ‘Company’) Signs Heads of Terms Agreement to Acquire High Grade Gold Asset in Austria and Suspension of Trading Gold Mining Company Ltd, established to make strategic investments primarily in gold and gold related entities, is pleased to announce that it has signed a Heads of Terms Agreement (‘the Agreement’) to acquire the entire issued share capital of Kibe Investments No2 Limited (‘Kibe’) which holds exploration licences covering potentially high-grade gold projects in Austria. Overview · Kibe through its wholly owned subsidiary, holds exploration licences covering over 54 sq km of highly prospective land in south-central Austria, a historic high-grade gold production region · The Primary asset controlled by Kibe is the Rotgulden gold project (the ‘Project’) which consists of 15 underground mines including the previously operating gold/copper/silver Rotgulden mine. · The Project has near-term production potential and offers immediate access to a high grade gold resource due to existing development on three levels and its classification as an ‘existing mine’ which simplifies the development process · The Board is confident that the exploration licences currently controlled by Kibe hold significant potential due to repetitions of strongly mineralised contact over 5km strike length, which has the potential to extend the resource going forward · The potential acquisition is in line with GMC’s strategy to utilise the Board’s extensive experience in the resource sector to build a diverse portfolio of gold assets at varying stages of development to maximise value for shareholders GMC director Greg Kuenzel said, “This agreement represents an exciting opportunity for GMC as we look to establish a portfolio of projects focussed on the robust gold and precious metals sectors.

Kibe’s asset in Austria offers a significant amount of upside due to its near-term production potential and the established infrastructure already in the region and, with a current estimated mineralisation of 105,000 ounces of gold, the asset is well placed for further development and resource definition.” Under the terms of the Agreement, the consideration for the acquisition, which is subject to inter alia, due diligence and certain other conditions including shareholder approval, is expected to be approximately £14 million, to be satisfied by a cash payment of £850,000 to the vendors and the allotment of 400,000,000 Ordinary Shares of 0.5 pence each in the Company (55% per cent.

of which it is anticipated will be issued to third parties in consideration of each waiving existing rights over the Project).

Additionally, subject to Kibe’s requirements, the Company has agreed to provide Kibe with an unsecured term loan facility of up to €125,000 (the ‘Loan’). The Loan and all accrued interest will be payable on the earlier of (a) 30 November 2010 and (b) the completion of the proposed acquisition of the entire issued share capital of Kibe.

In the event that the Agreement is terminated by either party, the Loan will become repayable in full. Moreover, in consideration for a 45 day exclusivity period granted to GMC by Kibe, GMC has agreed to pay Kibe a fee of €232,000.

This exclusivity payment will be satisfied by the issue of 5,257,477 new Ordinary Shares of 0.5 pence each in the Company and €32,000 in cash. Save in respect of the Company’s exclusivity rights, no binding agreement has yet been entered into by the Company.

As a consequence there can be no certainty that the proposed acquisition will be completed.

As part of the proposed acquisition the Company will be seeking to raise £1.5 to £2 million via a placing. In light of the fact the proposed acquisition constitutes a Reverse Takeover under the PLUS Rules for Issuers and the Company is obliged to announce the loan facility and the exclusivity payment under the said rules, the Board has resolved to suspend the trading of the Company’s shares. The Board of GMC will make further announcements as appropriate. **ENDS** For further information please visit www.goldminingcompany.co.uk or contact: Greg Kuenzel Gold Mining Company Ltd Tel: 020 3328 5670 Ed McDermott Gold Mining Company Ltd Tel: 020 3006 0260 Gerard Thompson City & Westminster Corporate Finance LLP Tel: 020 7766 0080 Hugo de Salis St Brides Media & Finance Ltd Tel: 020 7236 1177 Elisabeth Cowell St Brides Media & Finance Ltd Tel: 020 7236 1177
Elisabeth Cowell St Brides Media & Finance Ltd Chaucer House 38 Bow Lane London EC4M 9AY T: +44 (0) 207 236 1177 | M: +44 (0) 7769 658 654 | F: +44 (0) 207 236 1188 | www.sbmf.co.uk



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