AU

Business Context and Reporting Period

Company: AngloGold Ashanti plc (Foreign Private Issuer)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: September 10, 2024
Subject: Announcement of a recommended acquisition of Centamin plc via a Jersey scheme of arrangement. The filing includes a presentation detailing the strategic rationale, transaction terms, and financial projections for the proposed merger.

Key Financial Metrics and Transaction Terms

Transaction Consideration:

• Offer Structure: 0.06983 new AngloGold Ashanti shares and $0.125 cash per Centamin share.
• Offer Value: 163 pence per Centamin share.
• Equity Value: Approximately $2.5 billion (c. £1.9 billion), with $148 million in cash consideration.
• Premium: 36.7% premium to Centamin's share price on September 9, 2024; 37.6% premium based on 30-day volume-weighted average prices.
• Ownership Post-Completion: Centamin shareholders will own approximately 16.4% of the combined group.

Note: Metrics exclude the Córrego do Sítio operation and are restated per AngloGold Ashanti definitions.

Material Changes and Strategic Impact

Production and Cost Profile:

• The acquisition is projected to increase annual gold production by approximately 450,000 ounces, raising total production to over 3.0 million ounces per annum.
• Immediate reduction in combined unit total cash costs and AISC due to Centamin's lower cost profile (Sukari mine 2023 AISC of $1,196/oz).

• Sukari Mine (Egypt): A Tier 1 asset with 5.8Moz Proven & Probable Mineral Reserve (2.9Moz attributable). It features a long life and significant underground expansion potential.
• Doropo Project (Côte d'Ivoire): Advanced development stage with 1.9Moz Proven & Probable Mineral Reserve.
• ABC Project (Côte d'Ivoire): Exploration stage with 2.2Moz Inferred Mineral Resource.

• Transaction is 94% equity-funded, maintaining balance sheet strength.
• Combined Adjusted Net Debt to Adjusted EBITDA ratio improves to 0.7x.

Outlook, Risks, and Management Commentary

Management Commentary & Outlook:

• Accretion: The deal is expected to be accretive to Free Cash Flow (FCF) per share and Net Asset Value (NAV) per share in the first full year post-completion.
• Value Creation: AngloGold Ashanti plans to leverage its "Full Asset Potential" efficiency framework, corporate infrastructure, and supply chain efficiencies to reduce costs at Sukari.
• Exploration Upside: Significant potential exists in the Eastern Desert Exploration (EDX) blocks and underground extensions at Sukari.

• Regulatory Approvals: Completion is subject to Centamin shareholder approval (targeted for late October 2024), competition clearance from Egyptian authorities, and the absence of adverse events under the "Egyptian Condition."
• Forward-Looking Statements: The filing contains extensive disclaimers regarding gold price fluctuations, exchange rates, political risks in operating jurisdictions, and the speculative nature of mineral exploration.
• Technical Risks: Mineral resource estimates are based on specific commodity price assumptions ($1,450/oz for Sukari Reserve) and may not convert to reserves or be mined profitably if market conditions change.

Investor Verification Checklist

• Shareholder Approval: Verify the outcome of the Centamin shareholder meeting scheduled for approximately October 28, 2024.
• Regulatory Clearance: Monitor the status of competition clearance from Egyptian authorities and the "Egyptian Condition" regarding government relations.
• Cost Synergies: Assess the feasibility of AngloGold Ashanti's projected cost reductions at Sukari, specifically regarding the implementation of the "Full Asset Potential" framework.
• Mineral Reserve Assumptions: Review the sensitivity of Centamin's Sukari reserves to gold price fluctuations, as estimates were based on $1,450/oz.
• Financing Terms: Confirm the final cash consideration amount ($148 million) and the impact on AngloGold Ashanti's liquidity post-closing.