Megamine Assets of Gold One International Limited (JSE: GDO) entered into binding term sheet to acquire White Water Resources Limited (JSE: WWR) from Trinity Holdings (Proprietary) Limited and Dale Capital Group Limited (MUSE: DCPL) in a reverse merger transaction on October 13, 2010. As a part of the consideration, White Water Resources Limited will issue approximately 1.05 billion shares of ZAR 0.25 each, resulting in Gold One International owning approximately 73.9% and the existing shareholders owning 26.11% of White Water Resources. Pursuant to the transaction, White Water Resources Limited will be renamed as Goliath Gold Mining Limited. Gold One will enter into a management contract with White Water Resources which will entitle Gold One to reconstitute the Board of Directors and appoint and dismiss Directors as it deems fit. As a result of this transaction, Gold One will be required to make a mandatory offer to the minority shareholders of White Water Resources, offering one Gold One ordinary share for every 12 White Water Resources shares held. Concurrently, Gold One will also seek to obtain irrevocable undertakings from shareholders of White Water Resources holding at least 185 million shares i.e. 50% of the existing White Water Resources share capital, not to accept the offer. The transaction is subject to execution of all agreements, including a binding acquisition agreement by no later than November 30 2010; approval from Department of Mineral Resources; irrevocable undertakings not to accept the mandatory offer from existing White Water Resources shareholders holding not less than 50% of the shares of White Water Resources prior to the implementation of the transaction; approval from the shareholders of White Water Resources and Gold One; approval from the bondholders of Gold One; approval from Micawber 400 (Pty) Limited and all necessary regulatory and third-party approvals from the relevant regulatory bodies including the South African Competition Commission, the South African Reserve Bank, JSE, ASX and the South African Securities Regulation Panel. Any breach by White Water Resources of either of the terms of the acquisition will entitle Gold One to terminate the transaction. The transaction is expected to be concluded by the end of the first half of 2011. The binding acquisition agreement will be executed ahead of the agreed November 30, 2010, deadline. However, the deal is still expected to be concluded by the end of the first quarter of 2011. As on November 12, 2010, certain additional conditions were included in the agreement. Some of the additional conditions includes, White Water Resources adopting new articles of association for its subsidiaries to ensure compliance with schedule 10 of the listings requirements of the JSE, the proposed consolidation of the share capital of White Water Resources to be implemented before or simultaneously with the implementation of the amended transaction, has been amended to be proposed on a ratio of 10:1 as opposed to a ratio of 20:1, etc. On February 25, 2011, White Water Resources posted to Shareholders circular containing details in respect of the transaction. White Water Resources shareholders are expected to vote to approve the creation of Goliath Gold Mining Limited on March 22, 2011. As of March 22, 2011, the shareholders of White Water overwhelmingly approved the acquisition. The new Goliath Gold board will comprise of the following Directors: Mark Wheatley, will be appointed as non-executive Chairman, Neal Froneman as Chief Executive Officer, Christopher Chadwick as Chief Financial Officer, David Hodgson as an independent non-executive, Phil Lambert as an independent non-executive and Keith Rayner as an independent non-executive. On June 20, 2011, it was announced that the deadline in relation to the fulfillment of the remaining conditions precedent to the acquisition has been extended from June 30, 2011 to September 30, 2011. On June 27, 2011, it was announced that the share consolidation of 10:1 was completed on May 13, 2011. On September 28, 2011, it was announced that the deadline in relation to the fulfillment of the remaining conditions precedent to the acquisition has been extended from September 30, 2011 to January 31, 2012. On January 31, 2012, it was announced that the deadline in relation to the fulfillment of the remaining conditions precedent to the acquisition has been extended from January 31, 2012 to February 29, 2012. As of March 1, 2012, it was announced that the deadline in relation to the fulfillment of the remaining conditions precedent to the acquisition has been extended from February 29, 2012 to March 31, 2012. As on March 20, 2012, all the conditions precedent regarding the acquisition have now been fulfilled or waived. The acquisition is now unconditional and the mandatory offer will commence on March 28, 2012. As of March 28, 2012, the deal terms were revised. White Water Resources will now issue approximately 105 million shares of ZAR 2.50 each. In accordance with the Companies Act and the Takeover Regulations, a mandatory offer by Gold One Africa to the Goliath Gold shareholders to acquire all of their shares for a consideration of one Gold One share for every 1.2 Goliath Gold shares held was opened on 28 March 2012. The mandatory offer closed on April 20, 2012 and Goliath Gold shareholders holding 1.22 million Goliath Gold shares have accepted the mandatory offer. Macquarie First South Advisers (Proprietary ) Ltd and PricewaterhouseCoopers Corporate Finance acted as the financial advisors and Blake Dawson and Edward Nathan Sonnenbergs acted as the legal advisors to Gold One International Limited (JSE: GDO). Derek Besier of Farrington National Sydney acted as the public relations advisor to Gold One International Limited (JSE: GDO). Act Audit Solutions Inc acted as the accountant, Cliffe Dekker Hofmeyr and Russell Turner Attorneys acted as the legal advisors to White Water Resources Limited (JSE:WWR). Megamine Assets of Gold One International Limited (JSE: GDO) completed the acquisition of White Water Resources Limited (JSE: WWR) from Trinity Holdings (Proprietary) Limited and Dale Capital Group Limited (MUSE: DCPL) in a reverse merger transaction on March 28, 2012.