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Tuesday, 5 April 2011, 13:30 HKT/SGT
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Source: Wing Hing International (Holdings) Limited
Wing Hing Acquires Taung Gold Limited at a Consideration of up to US$580,000,000 to be Satisfied by Issuance of Shares
Demonstrates commitment to further development of gold mining business

HONG KONG, Apr 5, 2011 - (ACN Newswire) - Wing Hing International (Holdings) Limited, ("Wing Hing" or "the Group"; stock code: 621) announced it was to acquire up to 86.97% of the equity interest in Taung Gold Limited ("Taung Gold" or "TG") at consideration up to US$580,000,000 (equivalent to approximately HK$4,524,000,000). The consideration is to be satisfied by the issue of up to 10,977,630,003 new shares at the issue price of HK$0.41 per share.

The Transaction

Wing Hing agrees to acquire up to 86.97% of Taung Gold for a total consideration of up to US$ 580,000,000 (herein the "Transaction"). As at the date of the announcement, the largest single shareholder of TG is Electrum Strategic Exploration Limited ("Electrum") which has a 32% shareholding in TG. The remaining shareholding of TG is held by a diverse group of shareholders.

The consideration of up to US$580,000,000 (equivalent to approximately HK$4,524,000,000) is to be satisfied by the issue of up to 10,977,630,003 new shares by Wing Hing at the issue price of HK$0.41 per share. In addition, up to 1,009,616,519 new Wing Hing shares may be issued to current holders of options in Taung Gold.

The Transaction constitutes a VSA (Very Substantial Acquisition) under the Hong Kong listing rules and will be subject to Wing Hing shareholder's approval.

Nature and quality of assets and businesses of Taung Gold

Taung Gold is engaged in the acquisition, exploration and development of mineral assets in respect of gold (and minerals associated with gold) located in the Republic of South Africa. TG is a fully Black Economic Empowerment ("BEE") compliant company under South African laws.

The primary assets of TG are the Evander Project and the Jeanette Project which are advanced gold exploration projects in South Africa for which scoping studies have been completed and for which pre-feasibility studies and bankable feasibility studies are being commissioned. The projects will be developed over the next few years, with production estimated to commence in 2014 in respect of the Evander Project and 2016 in respect of the Jeanette Project. Competent Persons Report and valuation report fully compliant with Chapter 18 of the Listing Rules have been prepared for Taung Gold's assets.

About the Evander Project

The Evander Project, which comprises the Six Shaft area and the Twistdraai area in the eastern Highveld and on the north-eastern limb of the Witwatersrand Basin of the Mpumalanga Province of the Republic of South Africa, covering an area of approximately 5,129 hectares. The Evander Project is in the exploration stage and has estimated indicated gold resources at approximately 4.95 million ounces and is designed to produce an average of 266,922 ounces of gold per annum. All governmental requirements to conduct exploration over the mining area under the Evander Project have been met. The new order mining right was granted in April 2008 which is valid for thirty years ending on 28 April 2038, and can be renewed for a further thirty years. Taung Gold has sufficient influence over the Evander Project through a joint venture arrangement with Evander Gold Mines Limited ("EGM Limited"), a subsidiary of Harmony.

Taung Gold is currently carrying out a US$5.1 million drilling programme and is on track to complete the Pre-Feasibility Study which will be due in April 2012, followed by a Bankable Feasibility Study afterwards.

About the Jeanette Project

The Jeanette Project covers an area of approximately 3,886 hectares, located in the Jeanette area within the southwest margin of the Witwatersrand Basin, northeast of Welkom, in the Free State Province of the Republic of South Africa. The Jeanette project has estimated indicated gold resources of approximately 15.16 million ounces and is designed to produce an average of 380,000 ounces of gold per annum. The prospecting rights, granted to Taung Gold in 2010, permit the exploration of gold, silver and uranium and associated minerals in the Jeanette area. The rights will be valid for five years commencing on the registration date and all permits to conduct exploration over the mining area under the Jeanette Project have been obtained.

The Transaction constitutes a very substantial acquisition and will accordingly be subject to the approval of Wing Hing Shareholders. For more details about the transaction, please refer to the announcement filed to the Stock Exchange of Hong Kong dated 4 April 2011.

Mr. Jack Li, Chairman and Chief Executive Officer of Wing Hing said, "We are very pleased to have entered into the Acquisition Agreement for acquiring the majority interest in Taung Gold. To us, it is a rare opportunity to find a company like Taung Gold with large gold reserves. From the estimated capital and operating costs of the Evander and Jeanette Projects, Taung Gold is expected to become one of the lower-cost producers in the industry when production of these projects commences. Taung Gold is the appropriate channel for Wing Hing to further develop its gold mining related business globally. Taung Gold has a strong management team with diversified mining-related experience. Many of them possess over 20 to 30 years of experience in mining and resources sector and have been involved in different mining projects all around the world. Through their experienced management team, we expect to create synergies and a strong boost in expanding its mining business in South Africa and globally. Thus, we are confident of generating satisfactory returns for our shareholders."

Mr. Li added, "Electrum, the largest financial investor in Taung Gold, is part of a group of private companies based in New York USA whose business is to invest in and hold diversified portfolios of precious metals exploration projects around the world. To date, Electrum has a portfolio comprising over 100 projects located across 16 countries in the Americas, Africa, Asia and Eastern Europe. Upon completion of the transaction, a representative of Electrum is expected to join the Board which will further strengthen our management team and provide the Group with more professional advice on mining related investment."

Contact:
Strategic Financial Relations Limited

Mandy Go
Tel: +852 2864 4812
mandy.go@sprg.com.hk

Maggie Au
Tel: +852 2864 4815
maggie.au@sprg.com.hk

Kent Lau
Tel: +852 2864 4870
kent.lau@sprg.com.hk



Topic: Merger & Acquisition
Source: Wing Hing International (Holdings) Limited

Sectors: Metals & Mining
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