REG - Centamin PLC AngloGold Ashanti - Court Sanction of Scheme of Arrangement

CentaminAnnouncement

20/11/2024 11:45

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RNS Number : 9944M  Centamin PLC  20 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

20 November 2024

RECOMMENDED ACQUISITION

OF

CENTAMIN PLC

BY

ANGLOGOLD ASHANTI PLC

 

Court Sanction of Scheme of Arrangement and Other Updates

The boards of Centamin plc ("Centamin") and AngloGold Ashanti plc ("AngloGold
Ashanti") are pleased to announce that the Jersey Court has today sanctioned
the scheme of arrangement between Centamin and the Scheme Shareholders under
Article 125 of the Jersey Companies Law (the "Scheme") to implement the
recommended cash and share acquisition of the entire issued and to be issued
share capital of Centamin by AngloGold Ashanti (the "Transaction").

The Transaction is subject to the terms and conditions set out in the scheme
document relating to the Transaction published on 30 September 2024 (the
"Scheme Document") and was approved by Centamin Shareholders at the
Shareholder Meetings on 28 October 2024.

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.

Next steps

The Scheme remains conditional on, and will become Effective upon, the
delivery of a copy of the Court Order to the Registrar of Companies for
registration, which is expected to occur on 22 November 2024.

Centamin confirms that the last day of dealings in Centamin Shares on: (i) the
main market of the London Stock Exchange will be 21 November 2024, and (ii)
the Toronto Stock Exchange will be 20 November 2024, such that no transfers of
Centamin Shares will be registered after 6.00 p.m. (London time) and 4.00 p.m.
(Toronto time), as applicable, on the respective dates (other than the
registration of the transfer of the Centamin Shares to AngloGold Ashanti
pursuant to the Scheme). Following this, all of the Centamin Shares will be
suspended from the Official List and from trading on the London Stock
Exchange's main market for listed securities, and from trading on the Toronto
Stock Exchange, and Centamin Shares will be disabled in CREST and CDS. The
Scheme Record Time will be 10.00 p.m. (London time) on 21 November 2024.

Centamin has made an application for the suspension of trading of the Centamin
Shares on the London Stock Exchange's Main Market for listed securities to
take effect by 7.30 a.m. on 22 November 2024 and for the cancellation of the
listing of the Centamin Shares on the Official List to take effect by 8.00
a.m. on 25 November 2024 (and subject to the Scheme becoming Effective).
Centamin has received conditional approval from the Toronto Stock Exchange for
the delisting of the Centamin Shares from the Toronto Stock Exchange, to take
effect at 4.30 p.m. (Toronto time) on 25 November 2024.

The expected timetable of principal events for the Transaction remains as set
out in the announcement by Centamin on 28 October 2024.  If any change to the
key dates and/or times set out in the timetable is made, Centamin will give
notice of this change by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on Centamin's
website at www.centamin.com.

Further announcements will be made when appropriate.

Full details of the Transaction are set out in the Scheme Document.

Enquiries:

 Centamin
 Michael Stoner, Head of Corporate                                             investor@centaminplc.com

 FTI Consulting (public relations advisor to Centamin)                         +44 20 3727 1000
                                                                               centamin@fticonsulting.com
 Ben Brewerton
 Sara Powell
 Nick Hennis

 Bofa Securities (Financial Adviser to Centamin)                               +44 (0)20 7628 1000
 Ben Davies
 Geoff Iles
 George Close-Brooks
 Abhi Khabra
 Sid Rishi

 BMO Capital Markets (Joint Financial Adviser to Centamin)                     +44 (0)20 7236 1010
 Gary Mattan
 Tom Rider
 Pascal Lussier-Duquette
 Nick Macann

 AngloGold Ashanti

 Media enquiries:                                                              media@anglogoldashanti.com
 Andrea Maxey                                                                  +61 08 9435 4603 / +61 400 072 199
 Stewart Bailey                                                                +27 81 032 2563

 Investor enquiries:                                                           yrchowthee@anglogoldashanti.com
                                                                               amaxey@anglogoldashanti.com
 Yatish Chowthee                                                               +27 11 637 6273 / +27 78 364 2080
 Andrea Maxey                                                                  +61 08 9435 4603 / +61 400 072 199
 Stewart Bailey                                                                +27 81 032 2563

 FGS Global (public relations adviser to AngloGold Ashanti)                    +44 20 7251 3801
 Faeth Birch
 James Murgatroyd
 Sarah Roberts

 Gordon Dyal & Co (lead financial adviser to AngloGold Ashanti)                +1 212 321 4010
 Gordon Dyal
 Stefan Grimbacher
 Matt Strain

 Goldman Sachs International Limited (financial adviser to AngloGold Ashanti)  +44 (0) 20 7774 1000
 Nimesh Khiroya
 David Hammond
 Charles Tongue
 Warren Stables

 

Further information

Norton Rose Fulbright LLP is acting as legal adviser to Centamin in connection
with the Transaction. Slaughter and May is acting as legal adviser to
AngloGold Ashanti in connection with the Transaction.

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation, or the
solicitation of any offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of AngloGold Ashanti or Centamin in any jurisdiction pursuant to
the Transaction in contravention of applicable laws.

The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which contains the full terms and conditions of
the Transaction, including details of how to vote in respect of the
Transaction.

Centamin and AngloGold Ashanti urge Centamin Shareholders to read the Scheme
Document because it contains important information relating to the
Transaction. Any vote in respect of resolutions to be proposed at the Centamin
Meetings to approve the Transaction, the Scheme or related matters, should be
made only on the basis of the information contained in the Scheme Document.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. The Transaction may have tax consequences for
Centamin Shareholders. Centamin Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.

Disclaimers

BofA Securities, a subsidiary of Bank of America Corporation, which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Centamin and for no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Centamin for providing the protections
afforded to its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in this
announcement. Neither BofA Securities nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

BMO, which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Centamin and no one else in connection with the matters
set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be
responsible to anyone other than Centamin for providing the protections
afforded to clients of BMO nor for providing advice in relation to any matter
referred to in this announcement. Neither BMO nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BMO in connection with this announcement, any
statement contained herein or otherwise.

Gordon Dyal & Co, which is registered in the United States with FINRA and
regulated by the SEC, is acting exclusively for AngloGold Ashanti and no one
else in connection with the Transaction and will not be responsible to anyone
other than AngloGold Ashanti in respect of protections that may be afforded to
clients of Gordon Dyal & Co or for providing advice in relation to the
Transaction or any other matters referred to herein. Neither Gordon Dyal &
Co nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Gordon
Dyal & Co in connection with this announcement, any statement contained
herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively for AngloGold
Ashanti and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than AngloGold
Ashanti for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the matters referred to
in this announcement. Neither Goldman Sachs International nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs International in
connection with this announcement, any statement contained herein or
otherwise.

Overseas jurisdictions

The availability of the Transaction and/or the New AngloGold Ashanti Shares,
and the release, publication or distribution of this announcement in, into or
from jurisdictions other than the United Kingdom, the United States,
Australia, Canada or Jersey may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom,
the United States, Australia, Canada or Jersey should inform themselves about,
and observe any applicable legal or regulatory requirements.

In particular, the ability of persons who are not citizens of or resident in
the United Kingdom, the United States, Australia, Canada or Jersey, or who are
subject to the laws of another jurisdiction, to vote their Centamin Shares
with respect to the Scheme at the Court Meeting, or to execute and deliver
Forms of Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens.

Persons who are not resident in the United Kingdom, the United States,
Australia, Canada or Jersey should inform themselves of, and observe any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by AngloGold Ashanti or required by the Takeover
Code, and permitted by applicable law and regulation, the Transaction will not
be made available, in whole or in part, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would constitute a violation of
the relevant laws or regulations of such jurisdiction and no person may vote
in favour of the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction. Doing
so may render invalid any related purported vote in respect of the
Transaction. If the Transaction is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, in whole or in part, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document and Centamin Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy.

The Transaction will be subject to Jersey law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the SEC, the Toronto Stock Exchange, the New
York Stock Exchange, the Johannesburg Stock Exchange, the A2X, the Ghana Stock
Exchange and applicable securities laws.

Notice to Centamin Canadian Shareholders

The enforcement by Centamin Canadian Shareholders of civil liabilities under
applicable Canadian securities laws may be affected adversely by the fact that
AngloGold Ashanti and Centamin are incorporated or organised under the laws of
a jurisdiction other than Canada, that some or all of AngloGold Ashanti's and
Centamin's officers and directors are and will be residents of countries other
than Canada, that some or all of the experts named in this announcement may be
residents of countries other than Canada, and that all or a substantial
portion of the assets of AngloGold Ashanti, Centamin and such persons are and
will be located outside Canada. As a result, it may be difficult or impossible
for Centamin Canadian Shareholders to effect service of process within Canada
upon AngloGold Ashanti, Centamin, their respective officers or directors or
the experts named herein, or to realise against them, upon judgments of courts
of Canada predicated upon liabilities under applicable Canadian securities
laws. In addition, Centamin Canadian Shareholders should not assume that the
courts of England and Wales or Jersey: (a) would enforce judgments of courts
of Canada obtained in actions against such persons predicated upon civil
liabilities under applicable Canadian securities laws; or (b) would enforce,
in original actions, liabilities against such persons predicated upon civil
liabilities under applicable Canadian securities laws.

The distribution of the New AngloGold Ashanti Shares pursuant to the
Transaction will constitute a distribution of securities that is exempt from
the prospectus requirements of applicable Canadian securities laws and is
exempt from or otherwise is not subject to the registration requirements under
applicable Canadian securities law. The New AngloGold Ashanti Shares received
pursuant to the Transaction will not be legended and may be resold through
registered dealers in all of the provinces and territories of Canada provided
that (i) the trade is not a "control distribution" as defined under applicable
Canadian securities laws, (ii) no unusual effort is made to prepare the market
or to create a demand for AngloGold Ashanti Shares, (iii) no extraordinary
commission or consideration is paid to a person in respect of such sale, and
(iv) if the selling security holder is an insider (as defined under applicable
Canadian securities laws) or officer of AngloGold Ashanti, as the case may be,
the selling security holder has no reasonable grounds to believe that
AngloGold Ashanti is in default of applicable Canadian securities laws.

Centamin Canadian Shareholders should be aware that the Transaction may have
tax consequences in Canada and should consult their own tax advisers to
determine the particular tax consequences to them of the Transaction in light
of their particular circumstances, as well as any tax consequences that may
arise under the laws of any other relevant foreign, state, local or other
taxing jurisdiction.

Notice to Centamin US Shareholders

The Transaction relates to the shares of a Jersey company and is being made by
means of a scheme of arrangement provided for under the Jersey Companies Law.
The New AngloGold Ashanti Shares to be issued pursuant to the Transaction have
not been registered under the US Securities Act, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act. The New AngloGold
Ashanti Shares to be issued pursuant to this Transaction by means of a scheme
of arrangement will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act, pursuant to the exemption
from registration set forth in Section 3(a)(10) thereof, and also will not be
subject to the tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to the disclosure requirements and practices applicable
to schemes of arrangement involving a target company incorporated in Jersey
and listed on the London Stock Exchange and the Toronto Stock Exchange, which
differ from the disclosure requirements of the US tender offer rules. If, in
the future, AngloGold Ashanti exercises its right to implement the Transaction
by way of a Takeover Offer, such Takeover Offer will be made in compliance
with the applicable US laws and regulations, including the registration
requirements of the US Securities Act, and the tender offer rules under the US
Exchange Act and any applicable exemptions provided thereunder.

Investors are urged to read any documents related to the Transaction filed,
furnished or to be filed or furnished with the SEC, because they will contain
important information regarding the Transaction and any related offer of
securities. Such documents will be available free of charge at the SEC's
website at www.sec.gov or by directing a request to AngloGold Ashanti's
contact for enquiries identified above. Nothing in this announcement shall be
deemed an acknowledgement that any SEC filing is required or that an offer
requiring registration under the US Securities Act may ever occur in
connection with the Transaction.

Neither the SEC nor any US state securities commission has approved or
disapproved of the New AngloGold Ashanti Shares to be issued in connection
with the Transaction, or determined if this announcement is truthful or
complete. Any representation to the contrary is a criminal offence in the
United States.

It may be difficult for Centamin US Shareholders to enforce their rights and
any claims arising out of the US federal securities laws in connection with
the Transaction, since AngloGold Ashanti and Centamin are incorporated under
the laws of a non-US jurisdiction, some or all of their respective directors
and officers may be residents of a non-US jurisdiction, and a substantial
portion of AngloGold Ashanti's and Centamin's assets and these non-resident
persons will be located outside of the United States. Centamin US Shareholders
may not be able to sue a non-US company or its directors and officers in a
non-US court for violations of the US federal securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to subject
themselves to the jurisdiction or judgment of a US court.

Except in relation to Non-GAAP financial measures, any financial statements or
other financial information included in this announcement has been or will
have been prepared in accordance with (i) with respect to Centamin, accounting
standards applicable in the United Kingdom and Jersey, and (ii) with respect
to AngloGold Ashanti, IFRS Accounting Standards as issued by the IASB, that in
each case may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
US GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom and Jersey as well as IFRS Accounting
Standards as issued by the IASB. None of the financial statements or other
financial information relating to Centamin in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

In accordance with normal UK practice, AngloGold Ashanti, its nominees, or
their brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Centamin Shares outside of the United States,
other than pursuant to the Transaction, until the date on which the
Transaction becomes effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, each of Goldman Sachs
International, BofA Securities and BMO will continue to act as an exempt
principal trader in Centamin Shares and AngloGold Ashanti Shares outside of
the United States. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the United Kingdom and Canada, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.

Centamin US Shareholders also should be aware that the Transaction may have
tax consequences in the United States and, that such consequences, if any, are
not described herein. Centamin US Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.

Cautionary Note Regarding Forward-Looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Transaction, and other
information published or to be published by AngloGold Ashanti and/or Centamin,
contain statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and projections
of the management of AngloGold Ashanti and Centamin (as applicable) about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Centamin and certain plans and objectives of AngloGold Ashanti
with respect thereto and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts and may use
forward-looking words, phrases and expressions such as "anticipate", "target",
"expect", "believe", "intend", "foresee", "predict", "project", "estimate",
"forecast", "intend", "plan", "budget", "scheduled", "goal", "believe",
"hope", "aims", "continue", "likely", "will", "may", "might", "should",
"would", "could", "seek", "plan", "scheduled", "possible", "continue",
"potential", "outlook", "target" or other similar words, phrases, and
expressions; provided that the absence thereof does not mean that a statement
is not forward-looking. Similarly, statements that describe objectives, plans
or goals are or may be forward-looking statements. These statements are based
on assumptions and assessments made by Centamin and/or AngloGold Ashanti in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although AngloGold Ashanti and/or
Centamin believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.

There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: the ability to proceed with or complete the Transaction;
the ability to obtain requisite approvals and the satisfaction of other
Conditions on the proposed terms; changes in the global, political, economic,
social, business and competitive environments and in market and regulatory
forces; changes in future inflation, deflation, exchange and interest rates;
changes in tax and national insurance rates; future business combinations,
capital expenditures, acquisitions or dispositions; changes in general and
economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Transaction not being realised
as a result of changes in general economic and market conditions in the
countries in which AngloGold Ashanti and Centamin operate; changes in or
enforcement of national and local government legislation, taxation, controls
or regulations and/or changes in the administration of laws, policies and
practices, expropriation or nationalisation of property and political or
economic developments in Argentina, Australia, Brazil, Colombia, Côte
d'Ivoire, Democratic Republic of the Congo, Egypt, Ghana, Guinea, Guyana,
Tanzania, the United States and other jurisdictions in which the AngloGold
Ashanti Group and Centamin Group carry on business or may carry on business in
the future; fluctuations in the spot and forward price of gold, copper, silver
and other metals or certain other commodities (such as diesel fuel, natural
gas and electricity); the results of exploration activities and feasibility
studies; the speculative nature of mineral exploitation and development; risks
that exploration data may be incomplete and considerable additional work may
be required to complete future evaluation, including but not limited to
drilling, engineering and socioeconomic studies and investment; future prices
of gold and other metals; possible variations of ore grade or recovery rates;
accidents, labour disputes and other risks of the mining industry; discovery
of archaeological ruins; risk of loss due to acts of war, terrorism, sabotage
and civil disturbances operating or technical difficulties in connection with
mining or development activities, including geotechnical challenges and
disruptions in the maintenance or provision of required infrastructure and
information technology systems; outcome of pending or future litigation
proceedings; the failure to maintain effective internal control over financial
reporting or effective disclosure controls and procedures, the inability to
remediate one or more material weaknesses, or the discovery of additional
material weaknesses, in the internal control over financial reporting; other
business and operational risks and challenges; failure to comply with
environmental and health and safety laws and regulations; timing of receipt
of, or failure to comply with, necessary notices, concessions, permits and
approvals; weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas in which
AngloGold Ashanti and Centamin operate; any public health crises, pandemics or
epidemics (including but not limited to the COVID-19 pandemic) and
repercussions thereof; changes to the Boards of AngloGold Ashanti and/or
Centamin and/ or the composition of their respective workforces; safety and
technology risks; exposures to terrorist activity, IT system failures,
cyber-crime, fraud and pension scheme liabilities; risks relating to
environmental matters such as climate change including AngloGold Ashanti
and/or Centamin's ability along with the government and other stakeholders to
measure, manage and mitigate the impacts of climate change effectively;
changes to law and/or the policies and practices of regulatory and
governmental bodies; Russia's invasion of Ukraine, conflicts in the Middle
East, and any cost of living crisis or recession. Other unknown or
unpredictable factors could cause actual results, performance, actions,
achievements or developments to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results, performance, actions,
achievements or developments may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.

Neither AngloGold Ashanti nor Centamin, nor any of their respective
associates, directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. Specific reference is made to
the risk factors included in AngloGold Ashanti's annual report on Form 20-F
for the year ended 31 December 2023 filed with the SEC for a more detailed
discussion of some of the factors which may affect AngloGold Ashanti's ability
to achieve the expectations set forth in the forward-looking statements
contained in this announcement.

Neither AngloGold Ashanti nor Centamin assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent written or oral forward-looking statements attributable to
AngloGold Ashanti or Centamin or any person acting on their behalf are
qualified by the cautionary statements herein.

No profit forecasts, profit estimates or quantified financial benefits
statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Centamin or AngloGold Ashanti, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Centamin or AngloGold
Ashanti.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this
announcement, will be made available, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on AngloGold Ashanti's
website at www.anglogoldashanti.com and Centamin's website at www.centamin.com
by no later than 12 noon (London time) on the first Business Day following the
date of this announcement. This announcement will also be filed and available
under Centamin's profile on SEDAR+ at www.sedarplus.com. For the avoidance of
doubt, neither the contents of these websites nor the contents of any websites
accessible from any hyperlinks are incorporated into or form part of this
announcement.

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