AGA45.05
28 April 2005
AGREEMENT REACHED ON REVISED TERMS FOR SUBSCRIPTION IN TRANS-SIBERIAN
GOLD
AngloGold Ashanti Limited (“AGA”) is pleased to report that agreement has been reached with Trans-
Siberian Gold plc (“TSG”) in relation to revised terms for the second share subscription envisaged in
the agreement with AGA dated 30 June 2004, and subsequently amended on 22 December 2004 and
15 April 2005.
A revised subscription price of £1.30 per share has been agreed, as compared to £1.494 per share,
reflecting the increased capital cost of the Asacha mine development which is nevertheless projected
to provide an acceptable rate of return for TSG. The subscription is conditional on TSG shareholder
approval. A notice calling an extraordinary general meeting for this purpose will be posted shortly
together with a letter to shareholders on the status of the Asacha project.
The second subscription was originally conditional, inter alia, on TSG entering into a binding
agreement to implement project financing for Asacha, however in the December 2004 amendment
this condition was removed. Instead, TSG and AGA agreed that the second subscription would be
conditional on revised implementation and financing plans for the Asacha project being unanimously
approved by the TSG Board and any regulatory filings in the Russian Federation necessary for the
revised implementation plan having been made. These conditions have now been waived or satisfied.
The subscription will remain subject to the outstanding conditions, such as no material adverse
change to the business of TSG having occurred. These conditions will remain in place until TSG
shareholder approval for the transaction has been obtained.
AGA currently has a 17.5% equity interest in TSG that will increase to 29.9% upon completion of the
second subscription. The second subscription will involve the issue of 6,131,585 new ordinary shares
to AGA for a consideration of £7,971,060.50.
Assuming shareholder approval is obtained the transaction will then be completed. Following the
subscription AGA will continue to have all the rights contained in the original subscription agreement,
including:
- two appointees on TSG’s Board;
- rights of first refusal over the financing of the Veduga project;
- pre-emptive rights to a 51% interest in TSG’s new mining or exploration projects (subject to
certain exceptions); and
- anti-dilution rights in the event of further share issues by TSG.