. validly deliver Securities in respect
of which a Notice of Guaranteed
Delivery was delivered at or prior to
the Expiration Deadline.
Expected to be October 27, 2021 Guaranteed Delivery Settlement Date
...................................... Guaranteed Delivery Settlement Date
. for Securities validly tendered and
accepted for purchase by the Offeror
pursuant to the Guaranteed Delivery
Procedures. Payment of the Purchase
Price and any Accrued Interest in
respect of any such Securities.
The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open, amend, and/or terminate the Offer, subject to applicable securities laws and the terms set within the Offer to Purchase. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions to participate in, or withdraw their instruction to participate in, the Offer before the deadlines specified above.
Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer.
FURTHER INFORMATION
Holders of Securities may access the Offer to Purchase and the form of Notice of Guaranteed Delivery at www.dfking.com/anglogold.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:
Barclays Bank PLC BNP Paribas 16 boulevard des Italiens
5 The North Colonnade 75009 Paris France Attention:
Canary Wharf Liability Management Telephone: +33 1
London E14 4BB 55 77 78 94 Email:
United Kingdom liability.management@bnpparibas.com
Attention: Liability Management Group
Telephone: +44 (0) 20 3134 8515
Email: eu.lm@barclays.com
J.P. Morgan Securities plc Merrill Lynch International
25 Bank Street 2 King Edward Street
Canary Wharf London EC1A 1HQ
London E14 5JP United Kingdom
United Kingdom
Attention: Liability Management Group
Attention: Liability Management Telephone (London):
Telephone: +44 207 595 8222 +44 207 996 5420
Email: em_europe_lm@jpmorgan.com, Telephone (U.S. Toll Free):
+1 888 292 0070
Telephone (U.S.):
+1 980 387 3907
Email: DG.LM-EMEA@bofa.com
--------------------------------------
Questions and requests for assistance in connection with the tender of Securities including requests for a copy of the Offer to Purchase may be directed to:
INFORMATION & TENDER AGENT
D.F. King
E-mail: anglogold@dfking.com
Offer Website: www.dfking.com/anglogold
In New York: In London:
48 Wall Street 65 Gresham Street
New York, NY 10005 London EC2V 7NQ
United States United Kingdom
Banks and Brokers, Call Collect: +1 (212) 269-5550 Tel: +44 20 7920 9700
All Others, Call Toll-Free: +1 (877) 783-5524
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates may, at any time and from time to time, acquire Securities, other than pursuant to the Offer, through open market or privately negotiated transactions, through tender offers, exchange offers, redemptions (including the Post-Closing Redemption) or otherwise, or the Offeror may redeem Securities pursuant to their terms to the extent that such Securities then permit redemption. Any future purchases of Securities may be on the same terms or on terms that are more or less favorable to Holders of Securities than the terms of the Offer, and could be for cash or other consideration.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Securities in the Offer (or to validly withdraw any such tender). None of the Offeror, the Dealer Managers, the Information & Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offer.
Cautionary Statement
Certain statements contained in this document, other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, total cash costs, all-in sustaining costs, all-in costs, cost savings and other operating results, return on equity, productivity improvements, growth prospects and outlook of AGA's operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of AGA's exploration and production projects and the completion of acquisitions, dispositions or joint venture transactions, AGA's liquidity and capital resources and capital expenditures and the outcome and consequence of any potential or pending litigation or regulatory proceedings or environmental health and safety issues, are forward-looking statements regarding AGA's operations, economic performance and financial condition. These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AGA's actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AGA believes that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic, social and political and market conditions, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics (including the COVID-19 pandemic), and other business and operational risks and other factors, including mining accidents. For a discussion of such risk factors, refer to AGA's annual report on Form 20-F for the year ended December 31, 2020, which has been filed with the United States Securities and Exchange Commission (the "SEC"), as well as the preliminary prospectus supplement dated October 18, 2021, which has also been filed with the SEC. These factors are not necessarily all of the important factors that could cause AGA's actual results 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. Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AGA undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AGA or any person acting on its behalf are qualified by the cautionary statements herein.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Offeror, the Dealer Managers and the Information & Tender Agent to inform themselves about and to observe any such restrictions.
United Kingdom