As filed with the Securities and Exchange Commission on February 5, 2008

Registration No. 333-[      ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

 

AngloGold Ashanti Limited

(Exact Name of Registrant as Specified in Its Charter)

 

Not Applicable

(Translation of Registrant’s Name Into English)

 

 

76 Jeppe Street

Newtown, Johannesburg, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

Tel: +27 (11) 637-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

AngloGold Ashanti North America Inc.

7400 East Orchard Road, Suite 350

Greenwood Village, CO 80111

Tel: +1 (303) 889-0700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

Copies to:

 

 

Approximate date of commencement of proposed sale of the securities to the public:  Upon completion of the merger described herein.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

 

Notes:

 

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2008

 

[ • ], 2008

 

To Golden Cycle Gold Corporation Shareholders:

 

I am pleased to invite you to the special shareholders’ meeting to consider the proposed merger of Golden Cycle Gold Corporation and a subsidiary of AngloGold Ashanti Limited. The meeting will be held at Elks Lodge, 367 North 3rd Street, Victor, Colorado on [ • ], 2008 at 10:00 a.m., local time.

 

In the merger, Golden Cycle shareholders will be entitled to receive 0.29 American Depositary Shares, or ADSs, of AngloGold Ashanti, rounded up to the next whole ADS, in exchange for each share of Golden Cycle common stock held by them prior to the merger.

 

AngloGold Ashanti’s ADSs, each representing one AngloGold Ashanti ordinary share, par value 25 South African cents per share, are listed on the New York Stock Exchange under the symbol “AU”. AngloGold Ashanti’s ordinary shares are listed on the JSE Limited under the symbol “ANG”, the London Stock Exchange under the symbol “AGD”, Euronext Paris under the symbol “VA”, the Australian Stock Exchange in the form of CHESS depositary interests, each representing one-fifth of an ordinary share, under the symbol “AGG”, the Ghana Stock Exchange where its shares are quoted under the symbol “AGA” and in the form of Ghanaian Depositary Shares, or GhDSs, under the symbol “AADS”, each representing one-hundredth of an ordinary share, and Euronext Brussels where its shares are quoted in the form of unsponsored international depositary receipts under the symbol “ANG”.

 

You should carefully consider the risk factors relating to the proposed merger beginning on page 15.

 

Whether or not you plan to attend the meeting, please complete and return your proxy card in the envelope enclosed for your convenience. If you attend the special meeting, you may vote in person if you wish, even if you have previously returned your proxy card. Your prompt cooperation is greatly appreciated.

 

Sincerely yours,

 

James C. Ruder

Chairman of the Board

 

If you have any questions concerning the proposed merger, please call Golden Cycle’s Chief Executive Officer, R. Herbert Hampton, at +1 (719) 471-9013. Please do not send in your stock certificates with your proxy card.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

This proxy statement/prospectus is dated [ • ], 2008, and is first being mailed to Golden Cycle shareholders on or about [that date].

 

GOLDEN CYCLE GOLD CORPORATION
1515 South Tejon Street, Suite 201, Colorado Springs, Colorado 80906

 

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On [ • ], 2008 at 10:00 a.m.

 

 

TO GOLDEN CYCLE GOLD CORPORATION SHAREHOLDERS:

 

Notice is hereby given that a special meeting of shareholders of Golden Cycle Gold Corporation relating to the proposed merger of Golden Cycle with a subsidiary of AngloGold Ashanti Limited will be held on [ • ], 2008, at 10:00 a.m., local time, at Elks Lodge, 367 North 3^rd Street, Victor, Colorado, to consider and vote upon:

 

(1) A proposal to approve and adopt the Agreement and Plan of Merger, dated as of January 11, 2008, by and among AngloGold Ashanti Limited, AngloGold Ashanti USA Incorporated, GCGC LLC, a wholly owned subsidiary of AngloGold Ashanti USA, and Golden Cycle; and

 

(2) A proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the proposed merger.

 

Information regarding the merger and related matters is contained in the accompanying proxy statement/prospectus and the annexes to the proxy statement/prospectus. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

 

The board of directors has fixed the close of business on [ • ], 2008 as the record date for the determination of Golden Cycle shareholders entitled to notice of, and to vote at, the special meeting or any adjournment thereof. Only the holders of record of shares of Golden Cycle common stock on the record date are entitled to have their votes counted at the special meeting. A list of shareholders entitled to vote at the special meeting will be available for examination by any Golden Cycle shareholder, for any purpose concerning the meeting, during ordinary business hours at Golden Cycle’s principal executive offices, located at 1515 South Tejon Street, Suite 201, Colorado Springs, Colorado 80906, beginning from [date that is two business days following the date of this notice], 2008 at the time of the special meeting.

 

Adoption of the merger agreement requires the votes represented by the holders of two-thirds of the outstanding shares of Golden Cycle common stock entitled to vote to be voted “FOR” the proposal. Failure to vote your shares of Golden Cycle common stock at the special meeting has the same effect as a vote “AGAINST” the merger.

 

You have the power to revoke your proxy at any time prior to its use at the special meeting. If you attend the special meeting, you may withdraw your proxy and vote in person.

 

You may attend the special meeting in person. It is important that your shares of Golden Cycle common stock are represented at the special meeting regardless of the number of shares that you hold. Your early attention to the proxy card is greatly appreciated because it will reduce the cost Golden Cycle incurs in obtaining voting instructions from its shareholders.

 

The Golden Cycle board of directors has approved and declared advisable the merger agreement and the merger and unanimously recommends that you vote or give instructions to vote “FOR” the proposal to approve and adopt the merger agreement and “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

 

You should not return your Golden Cycle common stock certificates with the enclosed proxy card.

 

By Order of the Board of Directors

 

Wilma L. Delacruz

Secretary

Colorado Springs, Colorado

[ • ], 2008

 

ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about AngloGold Ashanti and Golden Cycle from other documents that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information” on page 100 for a listing of documents incorporated by reference. These documents are available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at one of the following addresses:

 

 

If you would like to request any documents, you must do so by [ • ], 2008 in order to receive them before the special meeting of Golden Cycle shareholders.

Table of Contents

 

 

 

The following questions and answers briefly address some questions you may have regarding the special meeting of Golden Cycle shareholders and the proposed merger. These questions and answers may not address all questions that may be important to you as a Golden Cycle shareholder. Please refer to the more detailed information contained in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to, or incorporated by reference in, this proxy statement/prospectus.

 

 

 

 

If you are a non-registered holder of shares of Golden Cycle common stock (which for purposes of this proxy statement/prospectus means that your shares of Golden Cycle common stock are held in “street name”), you should instruct your broker or other nominee to vote your shares by following the instructions provided by your broker or other nominee. You may vote in person if you obtain written authorization in your name from your broker or other nominee and either bring the admission ticket attached to the proxy card or evidence of your stock ownership from your broker or other nominee. Please contact your broker or other nominee to determine how to vote by mail. If you do not provide instructions to your broker on how to vote, your shares of Golden Cycle common stock will not be voted and construed as a vote “AGAINST” the adoption of the merger agreement.

 

 

 

 

In addition, you may revoke your proxy by attending the special meeting and voting in person. Attendance at the special meeting will not by itself constitute revocation of a proxy.

 

If you have instructed a broker to vote your shares, the above-described options for changing your vote do not apply and instead you must follow the instructions received from your broker to change your vote.

 

	•	production from 21 operations in ten countries: Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States;
	•	production and reserves for the year ended December 31, 2006 of 55 percent and 59 percent, respectively, from operations outside South Africa; and
	•	production from a broad variety of orebody types as well as a variety of surface (11 mines) and underground (ten mines) operations.

	•	adoption of the merger agreement by the Golden Cycle shareholders;
	•	obtaining the approval of the New York Stock Exchange for the issuance and listing of the AngloGold Ashanti ADSs that will be issued as consideration in the merger;
	•	the absence of any statute, rule, regulation, executive order, decree, temporary restraining order, injunction or other order issued by a court or other governmental entity preventing the completion of the merger;
	•	this proxy statement/prospectus must be effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of this proxy statement/prospectus may be in effect and no proceeding for the purpose of suspending or stopping the effectiveness of this proxy statement/prospectus may be pending before or threatened by the SEC;
	•	approval of any governmental authority of competent jurisdiction (including the South African Reserve Bank) or expiration or satisfaction of waiting periods under any applicable law of any governmental authority of competent jurisdiction (without the imposition of any condition that is likely to have a material adverse effect).
	•	the representations and warranties of Golden Cycle and AngloGold Ashanti must generally be true and correct in all material respects as of the closing date of the merger except to the extent that the representation or warranty speaks as of another date;
	•	Golden Cycle and AngloGold Ashanti must have performed in all material respects all obligations and complied in all material respects with all agreements and covenants in the merger agreement to be performed and complied with by them;
	•	from the date of agreement through the effective time of the merger, no material adverse effect must have occurred with respect to Golden Cycle and no event, change or circumstance that would reasonably be likely to result in a material adverse effect with respect to Golden Cycle must have occurred;
	•	Each of AngloGold Ashanti and Golden Cycle must have delivered to its respective legal counsel and to each other a certificate signed on its behalf certifying as to specified tax representations;
	•	AngloGold Ashanti and Golden Cycle each must have received an opinion, dated as of the closing date of the merger, of its legal counsel, based upon facts, representations and assumptions set forth in the opinion that are consistent with the state of facts at the effective time of the merger, to the effect that the acquisition of shares of Golden Cycle common stock will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;
	•	AngloGold Ashanti must have received a “comfort” letter from Golden Cycle’s independent public accountants; and
	•	AngloGold Ashanti must have received evidence reasonably satisfactory to it that the aggregate amount of all unpaid costs and expenses incurred by Golden Cycle or its subsidiaries in connection with the merger agreement and related transactions is not in excess of $200,000.

	•	by mutual written consent of AngloGold Ashanti and Golden Cycle;
	•	if the merger is not completed on or before June 30, 2008;
	•	if any applicable law makes completion of the merger illegal or if any judgment, injunction, order or decree of a court restrains or prohibits the completion of the merger; or
	•	if Golden Cycle shareholders’ approval is not obtained.

	•	if there has been a breach by AngloGold Ashanti or GCGC LLC of any representation, warranty, covenant or agreement set forth in the merger agreement that results in the failure of a closing condition to be satisfied; or
	•	if (i) Golden Cycle delivers to AngloGold Ashanti a written notice of its intent to enter into a merger, acquisition or other agreement to consummate a “superior proposal”, (ii) five business days elapse following delivery to AngloGold Ashanti of the notice of “superior proposal”, (iii) during the five business day period Golden Cycle fully cooperates with AngloGold Ashanti, including providing AngloGold Ashanti with the terms and conditions of such proposal, the identity of the person making such proposal and a copy of the acquisition agreement, (iv) Golden Cycle pays to AngloGold Ashanti the termination fee as described in “The Merger Agreement — Termination Fees and Expenses” beginning on page 48 and (v) Golden Cycle enters into a merger, acquisition or other agreement to consummate the “superior proposal”.

	•	if (i) Golden Cycle breaches or fails to perform in any material respect its non-solicitation obligations, the obligation of its board of directors to recommend the merger to the Golden Cycle shareholders or its obligation to hold the special meeting of its shareholders to approve the merger agreement, or (ii) the Golden Cycle board of directors or any committee thereof makes an “adverse recommendation change” as described in “The Merger Agreement — Recommendations of Golden Cycle’s Board of Directors” on page 27; or
	•	if there has been a breach by Golden Cycle of any representation, warranty, covenant or agreement set forth in the merger agreement that results in the failure of a closing condition to be satisfied.

	•	an agreement by AngloGold Ashanti to provide directors’ and officers’ insurance;

	•	an agreement to provide executive officers and directors of Golden Cycle with continuing indemnification rights; and
	•	an agreement by Golden Cycle to pay Mr. Hampton severance following the closing of the merger in a lump sum amount equal to $8,404 per month from the closing of the merger through August 1, 2008.

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF ANGLOGOLD ASHANTI

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2002(1)(2)				2003(5)				2004(6)(7)				2005				2006				2006				2007
																						(Unaudited)				(Unaudited)
		(In U.S. $ millions, except share and per share amounts)
Consolidated statement of income (loss) data
Sales and other income			1,493				1,670				2,151				2,485				2,715				2,009				2,290
Product sales(8)			1,458				1,641				2,096				2,453				2,683				1,985				2,259
Interest, dividends and other			35				29				55				32				32				24				31
Costs and expenses			1,137				1,329				2,176				2,848				2,811				2,109				2,432
Operating costs(9)			912				1,135				1,517				1,842				1,785				1,294				1,534
Royalties			9				11				27				39				59				43				51
Depreciation, depletion and amortization			257				247				445				593				699				498				459
Impairment of assets			—				75				3				141				6				—				—
Interest expense			22				28				67				80				77				59				56
Accretion expense			—				2				8				5				13				11				13
Loss (profit) on sale of assets, realization of loans and indirect taxes			11				(55	)			(14	)			(3	)			(36	)			(11	)			(24	)
Mining contractor termination costs			—				—				—				9				—				—				—
Non-hedge derivative (gain) loss			(74	)			(114	)			123				142				208				215				343
Income (loss) from continuing operations before income tax, equity income, minority interests and cumulative effect of accounting change			356				341				(25	)			(363	)			(96	)			(100	)			(142	)
Taxation (expense) benefit			(64	)			(143	)			132				121				(122	)			(47	)			(106	)
Minority interest			(16	)			(17	)			(22	)			(23	)			(29	)			(23	)			(22	)
Equity income in affiliates			80				71				23				39				99				76				20
Income (loss) from continuing operations before cumulative effect of accounting change			356				252				108				(226	)			(148	)			(94	)			(250	)
Discontinued operations(10)			—				(2	)			(11	)			(44	)			6				2				(4	)
Income (loss) before cumulative effect of accounting change			356				250				97				(270	)			(142	)			(92	)			(254	)
Cumulative effect of accounting change			—				(3	)			—				(22	)			—				—				—
Net income (loss) — applicable to ordinary stockholders			356				247				97				(292	)			(142	)			(92	)			(254	)

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2002(1)(2)				2003(5)				2004(6)(7)				2005				2006				2006				2007
																						(Unaudited)				(Unaudited)
		(In U.S. $ millions, except share and per share amounts)
Other financial data
Basic earnings (loss) per ordinary share (in $)(11)(12)
From continuing operations			1.60				1.13				0.43				(0.85	)			(0.54	)			(0.35	)			(0.89	)
Discontinued operations			—				(0.01	)			(0.04	)			(0.17	)			0.02				0.01				(0.01	)
Before cumulative effect of accounting change			1.60				1.12				0.39				(1.02	)			(0.52	)			(0.34	)			(0.90	)
Cumulative effect of accounting change			—				(0.01	)			—				(0.08	)			—				—				—
Net income (loss) — applicable to ordinary stockholders			1.60				1.11				0.39				(1.10	)			(0.52	)			(0.34	)			(0.90	)
Diluted earnings (loss) per ordinary share (in $)(11)(12)
From continuing operations			1.60				1.13				0.42				(0.85	)			(0.54	)			(0.35	)			(0.89	)
Discontinued operations			—				(0.01	)			(0.04	)			(0.17	)			0.02				0.01				(0.01	)
Before cumulative effect of accounting change			1.60				1.12				0.38				(1.02	)			(0.52	)			(0.34	)			(0.90	)
Cumulative effect of accounting change			—				(0.01	)			—				(0.08	)			—				—				—
Net income (loss) — applicable to ordinary stockholders			1.60				1.11				0.38				(1.10	)			(0.52	)			(0.34	)			(0.90	)
Dividend per ordinary share (cents)(12)			113				133				76				56				39				39				45

																						As at
		As at December 31,																				September 30,
		2002(1)(2)				2003(3)(4)(5)				2004(6)(7)				2005				2006				2007
																						(Unaudited)
		(In U.S. $ millions, except share and per share amounts)
Consolidated balance sheet data (at period end)
Cash and cash equivalents and restricted cash			362				479				302				204				482				521
Other current assets			524				822				1,115				1,197				1,394				1,529
Property, plants and equipment, deferred stripping, and acquired properties, net			2,449				3,037				6,654				6,439				6,266				6,664
Goodwill and other intangibles, net			166				226				591				550				566				592
Materials on the leach pad — long-term			79				7				22				116				149				183
Other long-term assets, derivatives, deferred taxation assets and other long-term inventory			770				772				712				607				656				663
Total assets			4,350				5,343				9,396				9,113				9,513				10,152
Current liabilities			694				1,116				1,469				1,874				2,467				3,614
Provision for environmental rehabilitation			133				124				209				325				310				342
Deferred taxation liabilities			505				789				1,518				1,152				1,275				1,288
Other long-term liabilities, and derivatives			1,158				1,194				2,295				2,539				2,092				1,775
Minority interest			40				52				59				60				61				59
Stockholders’ equity			1,820				2,068				3,846				3,163				3,308				3,074
Total liabilities and stockholders’ equity			4,350				5,343				9,396				9,113				9,513				10,152

																						As at
		As at December 31,																				September 30,
		2002(1)(2)				2003(3)(4)(5)				2004(6)(7)				2005				2006				2007
																						(Unaudited)
		(In U.S. $ millions, except share and per share amounts)
Capital stock (exclusive of long-term debt and redeemable preferred stock)			9				9				10				10				10				10
Number of ordinary shares as adjusted to reflect changes in capital stock			222,622,022				223,136,342				264,462,894				264,938,432				276,236,153				276,919,836
Net assets			1,860				2,120				3,905				3,223				3,369				3,133

(1)		Includes the results of operations and financial condition of an additional 46.25 percent interest acquired in the Cerro Vanguardia mine located in Argentina from July 1, 2002.
(2)		Excludes the results of operations and financial condition of Stone and Allied Industries sold with effect from October 1, 2002.
(3)		Excludes the financial condition of the Amapari Project sold with effect from May 19, 2003.
(4)		Excludes the Gawler Craton Joint Venture sold with effect from June 6, 2003.
(5)		Excludes the results of operations and financial condition of the Jerritt Canyon Joint Venture sold with effect from June 30, 2003.
(6)		Includes the results of operations and financial condition of Ashanti Goldfields Company Limited as of April 26, 2004.
(7)		Excludes the results of operations and financial condition of the Freda-Rebecca mine sold with effect from September 1, 2004.
(8)		Product sales represent revenue from the sale of gold.
(9)		Operating costs include production costs, exploration costs, related party transactions, general and administrative, market development costs, research and development, employment severance costs and other.
(10)		The selected financial information presented for the year ended December 31, 2002 have not been reclassified to reflect Ergo as a discontinued operation.
(11)		The calculations of basic and diluted earnings (loss) per ordinary share are described in note 9 to the consolidated financial statements “(loss) earnings per common share” found in AngloGold Ashanti’s 2006 Form 20-F. Amounts reflected exclude E ordinary shares.
(12)		Per share information gives effect to the December 2002 two-for-one stock split and the issuance of a total of 278,196 ordinary shares under AngloGold Limited’s odd-lot offer. Dividends paid exclude E ordinary shares.

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF GOLDEN CYCLE

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2002				2003				2004				2005				2006				2006				2007
																						(Unaudited)				(Unaudited)
		(In U.S. $, except share amounts)
Consolidated statement of operations data
Revenue:
Distributions from mining joint venture in excess of carrying value			250,000				250,000				250,000				250,000				250,000				250,000				250,000
Payment from Tornado Gold Intl Corp. (Common Stock)			—				—				—				—				—				—				58,500
Other operating revenue			—				—				—				—				—				50,000				—
			250,000				250,000				250,000				250,000				250,000				300,000				308,500
Expenses:
General and administrative expense			345,209				464,348				542,510				603,044				1,502,938				1,402,147				800,131
Depreciation expense			3,759				1,217				5,286				3,973				2,224				3,757				1,786
Exploration expense			153,934				141,851				54,372				305,661				8,410				8,091				9,096
			502,902				607,416				602,168				912,678				1,513,572				1,413,995				811,013
Operating loss			(252,902	)			(357,416	)			(352,168	)			(662,678	)			(1,263,572	)			(1,113,995	)			(502,513	)
Net income (loss)			(223,430	)			224,135				(322,582	)			(602,025	)			(1,097,135	)			(1,064,809	)			(448,972	)
Basic income (loss) per share			(0.02	)			0.02				(0.03	)			(0.06	)			(0.11	)			(0.11	)			(0.05	)
Diluted income (loss) per share			(0.02	)			0.02				(0.03	)			(0.06	)			(0.11	)			(0.11	)			(0.04	)
Basic weighted average shares outstanding			9,442,250				9,529,100				9,597,231				9,738,086				9,744,250				9,744,250				9,757,345
Diluted weighted average shares outstanding			9,442,250				10,364,100				9,597,231				9,738,086				9,744,250				9,744,250				9,757,345

																						As of
		As of December 31,																				September 30,
		2002				2003				2004				2005				2006				2007
		(In U.S. $)
Consolidated balance sheet data
Current assets:
Cash and cash equivalents			578,212				202,099				457,000				167,169				53,142				31,647
Short-term investments			640,788				923,669				1,120,273				888,627				677,944				725,960
Interest receivable and other assets			12,618				7,014				13,524				15,753				19,168				19,177
Prepaid insurance			19,144				24,580				24,380				24,827				25,203				31,890
Account receivable from sale of water rights			—				679,098				—				—				—				—
Total current assets			1,250,762				1,836,460				1,615,177				1,096,376				775,457				808,674
Assets held for sale — water rights			132,680				—				—				—				—				—
Property and equipment, at cost:
Land			2.025				2,025				2,025				2,025				2,025				2,025
Mineral claims			20,657				20,657				20,657				20,657				20,657				20,657
Furniture and fixtures			10,056				10,037				10,030				10,064				9,354				9,354
Machinery and equipment			30,247				33,806				31,819				33,013				21,516				21,516
			62,985				66,525				64,531				65,759				53,551				53,552
Less accumulated depreciation			(29,452	)			(30,601	)			(33,126	)			(37,224	)			(26,130	)			(27,917	)
			33,533				35,924				31,405				28,535				27,421				25,635
Total assets			1,416,975				1,872,384				1,646,582				1,124,911				802,878				834,309
Current liabilities:
Accounts payable and accrued liabilities			18,252				58,479				56,868				43,808				18,373				10,250
Total current liabilities			18,252				58,479				56,868				43,808				18,373				10,250
Shareholders equity:
Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 9,769,250 shares at September 30, 2007, 9,744,250 shares at December 31, 2006			7,116,604				7,307,854				7,406,317				7,499,429				7,499,429				7,544,429
Additional paid-in capital			1,927,736				1,927,736				1,927,736				1,927,736				2,278,273				3,189,799
Accumulated comprehensive loss			(31,538	)			(31,741	)			(31,813	)			(31,511	)			(31,511	)			(49,511	)
Accumulated deficit			(7,614,079	)			(7,389,944	)			(7,712,526	)			(8,314,551	)			(9,411,686	)			(9,860,658	)
Total shareholders’ equity			1,398,723				1,813,905				1,589,714				1,081,103				784,505				824,059
Total liabilities and shareholders’ equity			1,416,975				1,872,384				1,646,582				1,124,911				802,878				834,309

 

SUMMARY COMPARATIVE HISTORICAL PER SHARE INFORMATION

		Year Ended				Nine Months Ended
		December 31, 2006				September 30, 2007
		(U.S. $ per share)
		(Audited)				(Unaudited)
AngloGold Ashanti
Net income (loss) per share — basic			(0.52	)			(0.90	)
Net income (loss) per share — diluted			(0.52	)			(0.90	)
Cash dividend			0.39				0.45
Book value at period end			11.98				11.10
Golden Cycle
Net income (loss) per share — basic			(0.11	)			(0.05	)
Net income (loss) per share — diluted			(0.11	)			(0.05	)
Cash dividend			0				0
Book value at period end			0.08				0.08

 

SUMMARY COMPARATIVE PER SHARE MARKET INFORMATION

AngloGold Ashanti

AngloGold Ashanti

ADSs

Golden Cycle

Ordinary Shares

New York Stock

Common Stock

JSE Limited

Exchange

NYSE Arca

(South African rands per share)

(U.S. dollars per ADS)

(U.S. dollars per share)

January 11, 2008

346.99

49.59

10.50

[ • ], 2008

[ • ]

[ • ]

[ • ]

		Golden Cycle Common Stock
		(U.S. dollars per share)
January 11, 2008			14.38
[ • ], 2008			[ • ]

 

You should carefully consider the risks and the risk factors incorporated by reference in this proxy statement/prospectus including, among others, those disclosed in the categories “Risks related to the gold mining industry generally” and “Risks related to AngloGold Ashanti’s operations” under Item 3.D “Risk Factors” from AngloGold Ashanti’s 2006 Annual Report on Form 20-F, together with all of the other information included or incorporated by reference in this proxy statement/prospectus (including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20), before you decide whether to vote or instruct your vote to be cast to approve and adopt the merger agreement. In addition, you should carefully consider the following risks relating to the merger and the AngloGold Ashanti ordinary shares and ADSs.

 

Because the exchange ratio is fixed and the market price of AngloGold Ashanti ADSs may fluctuate, you cannot be certain of the dollar value of the consideration that you will receive in the merger.

 

Upon completion of the merger, each share of Golden Cycle common stock issued and outstanding immediately prior to the effective time will be exchanged for 0.29 of an AngloGold Ashanti ADS. Because the exchange ratio of 0.29 is fixed, the value of the AngloGold Ashanti ADSs issued in connection with the merger will depend on the price of an AngloGold Ashanti ADS at the time they are issued.

 

The market prices of AngloGold Ashanti ADSs and Golden Cycle common stock when the merger is completed may vary from and be less or more than their respective market prices on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Golden Cycle special meeting.

 

These variations may be the result of various factors, including changes in the business, operations or prospects of AngloGold Ashanti, general market and economic conditions, including the price of gold, and the timing of completion of the merger.

 

The merger might not be completed until a period of time has passed after the Golden Cycle special meeting. At the time of the special meeting, Golden Cycle shareholders will not know the exact value of the AngloGold Ashanti ADSs that will be issued in connection with the merger. Golden Cycle shareholders are urged to obtain current market quotations for AngloGold Ashanti ADSs.

 

The market prices of AngloGold Ashanti ADSs and Golden Cycle common stock may be affected by different factors.

 

Upon completion of the merger, the holders of shares of Golden Cycle common stock will become holders of AngloGold Ashanti ADSs. AngloGold Ashanti’s businesses and ADSs differ from the business and shares of common stock of Golden Cycle, and AngloGold Ashanti’s results of operations, as well as the trading price of AngloGold Ashanti ADSs, may be affected by factors different from those affecting Golden Cycle’s results of operations and the trading price of Golden Cycle common stock as a separate company. Therefore, events or circumstances that might not have caused shares of Golden Cycle common stock to decline or rise in value might result in a decline or rise in value of AngloGold Ashanti ADSs. For a summary of the differences in rights between Golden Cycle common stock and AngloGold Ashanti ADSs, see “Comparison of Rights of Shareholders under Colorado and South African Law” beginning on page 83. For a discussion of the businesses of AngloGold Ashanti and Golden Cycle and of factors to consider in connection with those businesses, see the documents incorporated by reference in this document, in particular AngloGold Ashanti’s 2006 Annual Report on Form 20-F, and referred to in “Where You Can Find More Information” beginning on page 100.

 

Golden Cycle’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Golden Cycle shareholders generally, and these interests may have influenced their decision to pursue and approve the merger.

 

You should be aware of potential conflicts of interest and of the benefits to be received by the directors and executive officers of Golden Cycle when considering the recommendation of the Golden Cycle board of directors to

approve the merger. The directors and executive officers of Golden Cycle have interests in the transaction that may be different from, or in addition to, the interests of Golden Cycle shareholders generally. These interests include:

 

 

The Golden Cycle board of directors was aware of these potential conflicts of interest and benefits during its deliberations on the merits of the merger and in determining to recommend to the Golden Cycle shareholders that they vote “FOR” the proposal to adopt the merger agreement. For a more detailed description of such interests, see “Interests of Certain Persons in the Merger” beginning on page 55.

 

The rights of holders of AngloGold Ashanti ADSs to be issued in the merger will not be the same as the rights of holders of Golden Cycle common stock or AngloGold Ashanti ordinary shares.

 

Golden Cycle is a corporation organized under the laws of Colorado. The rights of holders of Golden Cycle common stock are governed by the Colorado Business Corporation Act, the articles of incorporation and by-laws of Golden Cycle and the listing rules of NYSE Arca. AngloGold Ashanti is a company organized under the laws of the Republic of South Africa. Upon completion of the merger, the former holders of Golden Cycle common stock will receive AngloGold Ashanti ADSs, which represent a beneficial ownership interest in AngloGold Ashanti ordinary shares. The rights of holders of AngloGold Ashanti ADSs will be governed by the South African Companies Act, AngloGold Ashanti’s memorandum and articles of association, the listing rules of the New York Stock Exchange and the deposit agreement pursuant to which the AngloGold Ashanti ADSs will be issued. There are differences between the rights presently enjoyed by holders of Golden Cycle common stock and the rights to which the holders of AngloGold Ashanti ADSs will be entitled following the merger. In some cases, the holders of AngloGold Ashanti ADSs to the issued in the merger may not be entitled to important rights to which they would have been entitled as holders of Golden Cycle common stock. The rights and terms of the AngloGold Ashanti ADSs are designed to replicate, to the extent reasonably practicable, the rights attendant to AngloGold Ashanti ordinary shares, for which there is currently no active trading market in the United States. However, because of aspects of South African law, AngloGold Ashanti’s memorandum and articles of association and the terms of the deposit agreement under which the AngloGold Ashanti ADSs will be issued, the rights of holders of AngloGold Ashanti ADSs will not be identical to, and, in some respects, may be less favorable than, the rights of holders of AngloGold Ashanti ordinary shares. For more information regarding the characteristics of, and differences between, Golden Cycle common stock, AngloGold Ashanti ordinary shares and AngloGold Ashanti ADSs, please refer to “Description of AngloGold Ashanti Ordinary Shares” beginning on page 71, “Description of AngloGold Ashanti American Depositary Shares” beginning on page 76 and “Comparison of Rights of Shareholders under Colorado and South African Law” beginning on page 83.

 

AngloGold Ashanti is a “foreign private issuer” under the rules and regulations of the SEC and, as a result, is exempt from a number of rules under the Exchange Act and is permitted to file less information with the SEC than a company incorporated in the United States.

 

AngloGold Ashanti is a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, AngloGold Ashanti is exempt from certain rules under the Exchange Act that would otherwise apply if AngloGold Ashanti were a company incorporated in the United States, including:

 

 

In addition, AngloGold Ashanti’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the related rules with respect to their purchases and sales of AngloGold Ashanti securities. Accordingly, after the completion of the merger, as a holder of AngloGold Ashanti ADSs, you may receive less information about the combined company than you currently receive about Golden Cycle and be afforded less protection under the United States federal securities laws than you are entitled to currently.

 

 

Sales of large quantities of AngloGold Ashanti ordinary shares or ADSs, or the perception that these sales may occur, could adversely affect the prevailing market price of such securities.

 

The market price of AngloGold Ashanti ordinary shares and ADSs could fall if large quantities of ordinary shares or ADSs are sold in the public market, or there is the perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of AngloGold Ashanti ordinary shares or ADSs may decide to sell them at any time.

 

AngloGold Ashanti has entered into a registration rights agreement with Anglo American plc that would facilitate registration under the Securities Act of additional offers and sales of AngloGold Ashanti securities that Anglo American makes in the future, subject to certain conditions. Sales of ordinary shares or ADSs, if substantial, or the perception that sales may occur and be substantial, could exert downward pressure on the prevailing market prices for AngloGold Ashanti ordinary shares or ADSs, causing their market prices to decline. In April 2006, Anglo American sold 19,685,170 ordinary shares it held in AngloGold Ashanti and in October 2007, sold an additional 67,100,000 ordinary shares it held in AngloGold Ashanti. These and certain other sales by Anglo American, combined with the dilutive effect of AngloGold Ashanti’s issuance of 9,970,732 ordinary shares in April 2006, reduced Anglo American’s shareholding in AngloGold Ashanti from approximately 51 percent of outstanding shares as at April 19, 2006 to 16.58 percent as at December 31, 2007. Anglo American has stated that it intends to reduce and ultimately exit its gold company holdings and that it will continue to explore all available options to exit AngloGold Ashanti in an orderly manner. In connection with Anglo American’s above mentioned sale of AngloGold Ashanti ordinary shares in October 2007, Anglo American agreed (the “AA lock-up agreement”) with the underwriters of such sale, subject to certain exceptions, not to offer or sell any AngloGold Ashanti ordinary shares and securities that are substantially similar to such ordinary shares until May 31, 2008. The underwriters of such sale may release any of the securities subject to the AA lock-up agreement at any time without notice. Sales or distributions of substantial amounts of AngloGold Ashanti ordinary shares or ADSs, or the perception that such sales or distributions may occur, could adversely affect prevailing market prices for AngloGold Ashanti ordinary shares and ADSs.

 

Fluctuations in the exchange rate of the U.S. dollar to the South African rand may reduce the market value of AngloGold Ashanti ADSs, as well as the market value of any dividends or distributions paid by AngloGold Ashanti.

 

AngloGold Ashanti has historically declared all dividends in South African rand. As a result, exchange rate movements may have affected and may continue to affect the U.S. dollar value of these dividends, as well as of any other distributions paid by the AngloGold Ashanti ADS depositary to AngloGold Ashanti ADS holders.

 

Furthermore, the market value of AngloGold Ashanti ADSs is expressed in U.S. dollars and will continue to fluctuate in part as a result of foreign exchange fluctuations.

 

The proposal by the South African government to replace Secondary Tax on Companies with withholding tax on dividends and other distributions may impact on the amount of dividends or other distributions received by AngloGold Ashanti shareholders and holders of ADSs.

 

On February 21, 2007, the South African government announced a proposal to replace the Secondary Tax on Companies with a 10 percent withholding tax on dividends and other distributions payable to shareholders. This proposal is expected to be implemented in phases between 2008 and 2009. Although this may reduce the tax payable by AngloGold Ashanti’s South African operations, thereby increasing distributable earnings, the withholding tax will generally reduce the amount of dividends or other distributions received by AngloGold Ashanti shareholders and holders of ADSs.

 

Unless indicated otherwise, or the context otherwise requires, references in this proxy statement/prospectus to “AngloGold”, “AngloGold Ashanti”, “we”, “us” and “our” or similar terms are references to AngloGold Ashanti Limited or, as appropriate, subsidiaries and associate companies of AngloGold Ashanti.

 

References to “Golden Cycle” refer to Golden Cycle Gold Corporation, a Colorado corporation, having its registered office at 1515 South Tejon Street, Suite 201, Colorado Springs, Colorado 80906, and, where applicable, its consolidated subsidiaries.

 

The financial information and certain other information presented in a number of tables in this proxy statement/prospectus have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this proxy statement/prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

 

AngloGold Ashanti

 

All of the financial statements incorporated by reference in this proxy statement/prospectus for AngloGold Ashanti have been prepared in accordance with U.S. GAAP, except that the financial statements for the nine months ended September 30, 2006, and for the nine months ended and as at September 30, 2007, do not contain a full set of related notes, as would be required under U.S. GAAP. For consolidation purposes, financial statements have been prepared in conformity with U.S. GAAP and expressed in U.S. dollars, the reporting currency.

 

As a company incorporated in the Republic of South Africa and for purposes of its regulatory filings in Europe relating to its listings in London, Paris and Brussels, AngloGold Ashanti also prepares annual consolidated financial statements and unaudited consolidated quarterly financial statements in accordance with International Financial Reporting Standards (“IFRS”). IFRS differs in certain significant respects from U.S. GAAP and therefore AngloGold Ashanti’s financial statements prepared under IFRS are not comparable with its financial statements prepared under U.S. GAAP that are incorporated by reference herein.

 

Incorporated by reference in this proxy statement/prospectus are: (i) the audited consolidated financial statements of AngloGold Ashanti Limited and its consolidated subsidiaries, including the consolidated balance sheets as of December 31, 2005 and 2006, and the consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2004, 2005 and 2006 and (ii) the unaudited consolidated financial statements of AngloGold Ashanti Limited for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007.

 

Golden Cycle

 

All of the financial statements incorporated by reference into this proxy statement/prospectus for Golden Cycle have been prepared in accordance with U.S. GAAP. For consolidation purposes, financial statements have been prepared in conformity with U.S. GAAP and expressed in U.S. dollars, the reporting currency.

 

Incorporated by reference in this proxy statement/prospectus are: (i) the audited consolidated financial statements of Golden Cycle Gold Corporation and its consolidated subsidiaries, including the consolidated balance sheets as of December 31, 2005 and 2006, and the consolidated statements of operations, shareholders’ equity, comprehensive income (loss) and cash flows for each of the years ended December 31, 2004, 2005 and 2006 and (ii) the unaudited consolidated financial statements of Golden Cycle Gold Corporation for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007.

 

In the documents incorporated by reference herein, we present the financial items “total cash costs”, “total cash costs per ounce”, “total production costs” and “total production costs per ounce” which are used within the gold mining industry but are not measures under U.S. GAAP. An investor should not consider these items in isolation or as alternatives to any measure of financial performance presented in accordance with U.S. GAAP either in this proxy statement/prospectus or in any document incorporated by reference herein.

 

While we have provided definitions for the calculation of “total cash costs”, “total cash costs per ounce”, “total production costs” and “total production costs per ounce” (see page 112 of AngloGold Ashanti’s 2006 Form 20-F, which is incorporated herein by reference), the definitions of certain non-GAAP financial measures included herein may vary significantly from those of other gold mining companies, and by themselves do not necessarily provide a basis for comparison with other gold mining companies. However, AngloGold Ashanti believes that total cash costs and total production costs in total by mine and per ounce by mine are useful indicators to investors and management of a mine’s performance because they provide:

 

 

Each of AngloGold Ashanti and Golden Cycle maintains an internet site. The AngloGold Ashanti internet site is at www.anglogoldashanti.com. The Golden Cycle internet site is at www.goldencycle.com. Information contained in or otherwise accessible through these internet sites is not a part of this proxy statement/prospectus. All references in this proxy statement/prospectus to these internet sites are inactive textual references to these internet addresses and are for your information only.

 

Certain statements contained or incorporated by reference in this proxy statement/prospectus, other than statements of historical fact, contain forward-looking statements regarding AngloGold Ashanti’s operations, economic performance or financial condition and the transactions described herein, including those concerning: the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs and other operating results, growth prospects and the outlook of AngloGold Ashanti’s operations including the completion and commencement of commercial operations of certain of AngloGold Ashanti’s exploration and production projects, its liquidity and capital resources and expenditure, the anticipated closing date of the merger and AngloGold Ashanti’s intentions regarding dividends.

 

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements and the outcome of the transactions described herein to differ materially from the anticipated results, performance or achievements expressed or implied by these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Accordingly, results and the outcome of the transactions described herein could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment and other government actions, fluctuations in gold prices and exchange rates, business and operational risk management and other factors disclosed in or incorporated by reference in this proxy statement/prospectus. See “Risk Factors” and “Where You Can Find More Information” on pages 15 and 100, respectively, and “Risks related to the gold mining industry generally” and “Risks related to AngloGold Ashanti’s operations” under Item 3.D “Risk Factors” from AngloGold Ashanti’s 2006 Annual Report on Form 20-F, which is incorporated herein by reference. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s actual results and the outcome of the transactions described herein to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results and the outcome of the transactions described herein.

 

AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

Golden Cycle will hold the special meeting on [ • ], 2008 at the Elks Lodge, 367 North 3rd Street, Victor, Colorado, beginning at 10:00 a.m. to consider and vote on the proposal to approve and adopt the merger agreement and the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

 

Golden Cycle does not expect that any matter other than the proposal to adopt the merger agreement and the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement, will be brought before the special meeting. If, however, such a matter, which is unknown a reasonable time before the solicitation of proxies in connection with the special meeting, is properly presented at the special meeting or any adjournment or postponement of the special meeting, the persons appointed as proxies will have authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment in respect of such matter.

 

If you vote your shares of Golden Cycle common stock by signing a proxy, your shares will be voted at the special meeting in accordance with the instructions given. If no instructions are indicated on your signed proxy card, your shares of Golden Cycle common stock will be voted “FOR” the adoption of the merger agreement and “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

 

You may revoke your proxy and change your vote at any time before the polls close at the special meeting. You may do this by:

 

 

If you hold shares through a broker, trustee or other nominee, you must contact your broker, trustee or other nominee for information on how to revoke your proxy or change your vote. Attendance at the special meeting will not by itself constitute revocation of a proxy.

 

This proxy statement/prospectus is being furnished to Golden Cycle shareholders as part of the solicitation of proxies by Golden Cycle’s board of directors for use at the special meeting in connection with the proposed merger. This proxy statement/prospectus provides Golden Cycle shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting. No director of Golden Cycle has informed Golden Cycle that he intends to recommend against the action to be taken at this special meeting in his capacity as a director of Golden Cycle.

 

Golden Cycle’s board of directors has fixed [ • ], 2008, as the record date for the special meeting. Only holders of Golden Cycle common stock as of the close of business on that date will be entitled to vote at the special meeting.