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Pursuant to a gold sales agreement entered into by 15 European central banks, individual banks may sell up to tons of gold per year, effective through September However, the effect on the market of these or any other gold sales is unclear. Due to the credit crisis in the Eurozone countries and other factors, the market price of gold has been at historically high levels recently, and has experienced significant volatility.

In the event that we revise any of our assumptions that underlie our mineral reserves reporting in an adverse manner, Sibanye Gold may need to revise its mineral reserves downwards. Additionally, in recent years the introduction of new labor laws or amendments to existing labor laws have imposed additional obligations on Sibanye Gold or granted additional rights to workers, thereby increasing compliance and other costs.

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These developments have had a material adverse impact on our operations, production and financial performance. The occurrence of any such events in the future could have further negative impacts upon Sibanye Gold and its financial performance and condition. In recent years, Sibanye Gold has experienced greater union activity, including the entry of rival unions, which has resulted in more frequent industrial disputes, including violent protests, intra-union violence and clashes with police authorities, and has impacted labor relations.

In particular, during the second half of the fiscal year ended December , a number of unions in the mining industry threatened to or went on strike for various reasons, including the renegotiation of wage agreements. Table of Contents were dismissed for failing to return to work, with 7, appealing that dismissal. After an appeal process, a majority of the employees returned to work on November 6, Sibanye Gold has continued to engage with the relevant unions and has communicated with its employees in an attempt to resolve the work stoppages.

Sibanye Gold estimated that, as a result of these work stoppages, the losses for the fiscal year ended December were approximately , ounces of gold production and R2. These estimated losses, however, were partially offset by approximately R0. Negotiations with the South African mining unions in resulted in above-inflation wage increases between 8.


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Such negotiations, historically, have occurred every two years. However, the recent labor unrest has resulted in South African mining industry participants undergoing negotiations with workers and labor unions outside this period. These ad-hoc negotiations resulted in a settlement proposal made by a number of the gold mining companies in South Africa, including Sibanye Gold through its former parent company, Gold Fields. In addition, the gold mining companies, trade unions and government have set up a working group for a wide-ranging review of working practices, productivity improvements and socio-economic conditions in the gold mining industry, which will feed into the next round of wage negotiations scheduled for Negotiations with the South African mining unions generally take place every two years, and, in light of the recent labor unrest, we expect that the negotiations in may be difficult and may be accompanied by further strikes, work stoppages or other labor actions.

In the event that Sibanye Gold experiences further strikes or work stoppages, delays, go-slow actions, sabotage, vandalism or other damage to operations, lower productivity levels than envisaged, other industrial relations-related interruptions at any of its operations or increased employment-related costs due to union or employee activity, these may have a material adverse effect on its business, production levels, production targets, results of operations, financial condition, reputation and future prospects. In addition, lower levels of mining activity can have a longer term impact on production levels and operating costs, particularly since mining conditions can deteriorate during extended periods without production and Sibanye Gold will not re-commence mining until health and safety conditions are considered appropriate to do so.

Further, during the second half of the fiscal year ended December , labor actions in several other South African industries have also occurred, including in the transportation industry, the coal industry which supplies the South African electricity utility and the platinum industry. Table of Contents Sibanye Gold may also be affected by certain labor laws that impose obligations regarding worker rights. For example, laws in South Africa impose monetary penalties for non-compliance with the administrative and the reporting requirements in respect of affirmative action policies.

Due to the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays, mine stoppages and increased production costs from environmental and industrial accidents and pollution. The business of gold mining by its nature involves significant risks and hazards, including environmental hazards and industrial and mining accidents.

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In particular, hazards associated with our mining operations include:. We are at risk of experiencing any and all of these environmental or other industrial hazards and we are more susceptible than other mining operations to certain of these risks due to mining at deep levels. The occurrence of any of these hazards could delay or halt production, increase production costs and result in our liability.

Ageing infrastructure may cause breakdowns and unplanned stoppages, which may result in production delays, increased costs and industrial accidents. Deep level gold mining shafts and processing plants like those operated by us are usually designed with a lifespan of 25 to 30 years. Vertical shafts consist of large quantities of infrastructure steelwork for guiding conveyances and services such as high and low tension electric cables and air and water pipe columns.

Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance.

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Once a shaft or a processing plant has reached the end of its intended lifespan, more than normal maintenance and care is required to maintain it. Table of Contents Nearly all of our operating shafts and processing plants are more than 30 years old. Although we have a comprehensive maintenance strategy in place, incidents resulting in production delays, increased costs or industrial accidents may occur.

Such incidents may have a material adverse effect on our results of operations and financial position. Because our operations are concentrated in a few locations, disruptions in these locations could have a material adverse impact on its business operations. Our headquarters and all of our operations are located in the northern and southern margins of the Witwatersrand Basin in South Africa. Our results of operations have been and are expected to continue to depend upon the reserves and production of our KDC and Beatrix operations.

Our business is subject to high fixed costs which may impact its profitability.

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The South African gold mining industry is labor intensive and is characterized by high fixed costs and by revenues that can fluctuate more, and more rapidly, than its cost drivers. The majority of operating costs of each mine do not vary significantly with amount of production and, therefore, a relatively small change in productivity could have a disproportionate effect on operating and financial results. Labor has historically accounted for approximately half of our total operating expenses on an annual basis.

A large proportion of other costs required to run the mines, including power, ventilation and cooling, are extremely difficult to reduce in a short period. Further, many of the costs described above continue to be incurred during strikes and work stoppages. Increases in fixed costs such as labor costs or electricity costs may cause marginal shafts or other areas at our operations to become uneconomical to mine. If this were to occur, it could reduce the amount of reserves declared by us and could have a material adverse effect on our business, operating results and financial condition.

If we lose senior management or are unable to hire and retain sufficient technically skilled employees, our business may be materially adversely affected. Our ability to operate or expand effectively depends largely on the experience, skills and performance of our senior management team and technically skilled employees.

However, the mining industry in South Africa, including Sibanye Gold, continues to experience a shortage of qualified senior management and technically skilled employees. We cannot be certain that the services of our senior management and a sufficient number of our technically skilled employees will continue to be available to us.

Any senior management departures or unavailability due to death, injury, illness or other reasons or technically skilled worker shortages could adversely affect our operational efficiency and production levels. We may be unable to hire or retain appropriate technically skilled employees or other management personnel, or may have to pay higher levels of remuneration than we currently intend in order to do so. For instance, the production of gold in South African deep level mines relies heavily upon rock drill operators and other operators of heavy machinery in underground conditions, and it is difficult to attract new entrants into these occupations.

If we are unable to hire and retain appropriate management and technically skilled personnel, or if there are not sufficient succession plans in place, this could have a material adverse effect on our business including production levels , results of operations and financial position. Table of Contents Because gold is generally sold in U. Gold is sold throughout the world principally in U. As a result, any significant and sustained appreciation of the Rand against the U. In the fiscal year ended December , movements in the U. In the six-month period ended June , movements in the U.

The price of raw materials may be substantially affected by changes in global supply and demand, weather conditions, governmental controls and other factors. A sustained interruption in the supply of any of these materials would require us to find acceptable substitute suppliers and could require us to pay higher prices for such materials. Power stoppages, fluctuations and usage constraints may force Sibanye Gold to halt or curtail operations. The Department of Energy is in the process of developing a power conservation program, including rules regarding baseline adjustments and load growth.

However, there can be no assurance that this conservation program will ensure that there is sufficient electricity available for Sibanye Gold to run its operations at full capacity or at all. In October , the South African state utility Eskom Limited, or Eskom, warned that it may face constraints on the supply of power over the next two years. Further, while the labor unrest in the second half of the fiscal year ended December reduced electricity demand, Eskom announced that it experienced a disruption in the supply of coal used to generate electricity due to other labor unrest in South Africa.

Sibanye Gold has a range of insurance coverage; however, it may become subject to liability for pollution, occupational illnesses or other hazards against which it has not insured, cannot insure or has insufficiently insured, including those in respect of past mining activities.

Should Sibanye Gold suffer a major loss, future earnings could be affected. In addition, insurance may not continue to be available at economically acceptable premiums. These activities are difficult to control, can disrupt business and can expose Sibanye Gold to liability. An increase in illegal mining activities could result in depletion of mineral deposits, potentially making the future mining of such deposits uneconomic.

The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits.


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An increase in the theft of gold or any inputs required for the production of gold may reduce the amount of gold that Sibanye Gold is able to recover from its operations. Rising gold prices may increase the likelihood of such thefts occurring. To the extent that Sibanye Gold seeks to expand through acquisitions, it may experience problems in executing acquisitions or managing and integrating the acquisitions with its existing operations.

We may selectively pursue opportunities to leverage processing capacity and infrastructure at our existing mines and processing hubs. Such opportunities may take the form of the acquisition of other companies, development projects or assets, or through joint ventures.

For example:. Sibanye Gold may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls;. There can be no assurance that any acquisition or joint venture will achieve the results intended. To the extent that Sibanye Gold seeks to expand its current mining operations, it may experience problems associated with mineral exploration or developing mining projects.

In order to expand its operations and reserve base, Sibanye Gold may investigate the exploitation of mineralization below the current mining levels at KDC and the incremental expansion of its operations at Beatrix. Such projects involve many risks and are frequently unsuccessful. Any such program entails risks relating to the location of economic ore bodies, the development of appropriate extractive processes, the receipt. Table of Contents of necessary governmental permits and regulatory approvals and the extension of mining and processing facilities at the mining site.

It can take a number of years and substantial expenditures for such expansions to provide a return on investment, during which time the economic feasibility of production may change. Furthermore, significant capital investment is required to achieve commercial production from such efforts. There is no assurance that Sibanye Gold will have, or be able to raise, the required funds to engage in these activities or to meet its obligations with respect to the properties in which it has or may acquire an interest.

Sibanye Gold relies on information technology and communications systems, the failure of which could significantly impact its operations and business. Sibanye Gold relies on its information technology and communications systems, in particular its SAP, payroll and time and attendance applications. The Notes and guarantees constitute direct, unsubordinated and subject to the negative pledge provisions related to further capital market indebtedness unsecured obligations of Orogen and the Guarantors, respectively, and rank equally with all other existing and future unsubordinated and unsecured obligations from time to time outstanding of Orogen and the Guarantors, respectively.

Each of Gold Fields and the other Guarantors have entered into an indemnity agreement, or the Indemnity Agreement, in favor of Sibanye Gold in order to indemnify Sibanye Gold, with effect from the date on which the Spin-off takes place, against any loss caused to Sibanye Gold in circumstances where Sibanye Gold is required to make a payment to noteholders or the trustee of the Notes by virtue of its guarantee of the Notes whether such loss is made prior to or after the date on which the Spin-off takes effect or whether the circumstances giving rise to such loss arose prior to or after such date.

Despite this indemnification, if Sibanye Gold is not released as a Guarantor of the Notes, it may be difficult for Sibanye Gold to obtain financing on commercially acceptable terms, or at all. Sibanye Gold also acts as a guarantor with respect to a U. As part of the Spin-off, Gold Fields intends to refinance these facilities and to remove Sibanye Gold as a guarantor to these facilities.

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On November 28, , Sibanye Gold entered into an agreement regarding a new R2. In the event that Gold Fields is unsuccessful in removing Sibanye Gold as a guarantor to any of these facilities and if the borrower or any of the other guarantors under these facilities fails to make the relevant payments, Sibanye Gold may be required to make payments under these guarantees, which could have a material adverse effect on its operations and financial performance.

Risks related to South Africa. In recent years, governments local and national , communities, non-governmental organizations and trade unions in several jurisdictions have sought and, in some cases, implemented greater costs on the mining industry, including through the imposition of additional taxes and royalties.

In June , the report was discussed at the national policy conference of the ANC. The conference recommended that the South African government take a more active role in the mining sector, including through the strengthening of a state mining company to be involved in new projects either through partnerships or individually. As a result, changes or instability affecting the economic, political or social environment in South Africa could affect an investment in Sibanye Gold.

As noted above, South Africa and the South African mining industry, including Sibanye Gold, have been the target of large-scale labor strikes in the fiscal year ended December Labor unrest has increased in the South African mining industry and the entry of rival unions has contributed to increased violence and greater frequency of such unrest. Sibanye Gold may be subject to actions by labor groups or other interested parties who object to perceived or actual conditions and policies at its mines or to perceived or actual environmental impact of such mines.