Orbis (OBS) – 20150211 Board Unanimously recommends SEMAFO Offer

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ORBIS GOLD BOARD UNANIMOUSLY RECOMMENDS INCREASED SEMAFO OFFER
REVISED OFFER PRICE OF A$0.713 BEST AND FINAL1
ALL DIRECTORS AND MAJOR SHAREHOLDER DGR GLOBAL TO ACCEPT

Orbis Gold Limited (“Orbis Gold”) and SEMAFO Inc. (“SEMAFO”) have today jointly announced a revised takeover
offer for Orbis Gold (“Revised Offer”), under which Orbis Gold shareholders will be offered A$0.713 cash per Orbis
Gold share. All of the Orbis Gold directors, together representing 2.8% of Orbis Gold’s shares, have committed to
accept the Revised Offer. In addition, shareholders representing in aggregate 62.2% of Orbis Gold (including major
shareholder DGR Global Limited (“DGR”)) have indicated to Orbis Gold an intention to accept the Revised Offer.2
The closing date for the Revised Offer is 20 February 2015.
SEMAFO will declare the Revised Offer unconditional as soon as practicable after it has obtained valid acceptances
of more than 50.1% of Orbis Gold shares. The Revised Offer is SEMAFO’s best and final offer.1 This means that,
subject to no Competing Proposal emerging, SEMAFO will not increase the offer price again.

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Description

Reasons to Accept

The Orbis Gold Board unanimously recommends that Orbis Gold shareholders ACCEPT the Revised Offer in the
absence of a superior proposal, for the reasons outlined below.

The Revised Offer of A$0.713 per share represents an attractive premium for Orbis Gold shareholders:

  •  104% premium to the closing price on 9 October 2014;
  •  99% premium to the 1 month volume weighted average price (“VWAP”) to 9 October 2014; and
  •  91% premium to the 3 month VWAP to 9 October 2014.

The Revised Offer is within the fair value range considered by the Independent Expert;

SEMAFO will provide funding of A$17.4 million for the purposes of assisting Orbis Gold with immediate
liquidity requirements. This will eliminate the need for Orbis Gold to pursue dilutive capital raising
alternatives.
Orbis Gold’s Chairman John Bovard said: “This unanimous recommendation to accept SEMAFO’s Revised Offer has
been made after careful consideration and the decision to recommend it was not taken lightly, particularly in light
of the current volatility in world equity markets.”
SEMAFO’s Chief Executive Officer Benoit Desormeaux said: “We are delighted that the Orbis Gold board is
unanimously recommending our Revised Offer, and look forward to working with the Orbis team on an orderly
transition.”

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