+ All Categories
Home > Documents > CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’...

CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’...

Date post: 18-Jun-2018
Category:
Upload: lamduong
View: 214 times
Download: 1 times
Share this document with a friend
111
1
Transcript
Page 1: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

1

Page 2: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41
Page 3: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

1

CONTENTSCorporate Directory 2

Chief Executive Officer’s Report 4

Company Review 8

Directors’ Report 22

Auditor’s Independence Declaration 40

Corporate Governance Statement 41

Consolidated Statement of Comprehensive Income 50

Consolidated Statement of Financial Position 51

Consolidated Statement of Changes in Equity 52

Consolidated Statement of Cash Flows 53

Notes to the Financial Statements 54

Directors’ Declaration 103

Independent Auditor’s Report 104

Shareholder Information 106

Competent Person’s Statement 108

Page 4: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

2Directory

Page 5: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

3

Corporate DirectoryAustralia South Africa

Registration Number ABN 35 094 265 746 2009/000032/10

Registered Office Level 3100 Mount StreetNorth Sydney NSW 2060Telephone: +612 9963 6400Facsimile: +612 9963 6499

First Floor, 45 Empire RoadParktownGauteng 2193Telephone: + 27 11 726 1047Facsimile: + 27 11 726 1087

Board of Directors Non-Executive Directors

Mark K Wheatley (Chairman)Barry E DavisonKenneth V DicksWilliam B HarrisSandile Swana

Kenneth J Winters

Executive Directors

Neal J Froneman (Chief Executive Officer)Christopher D Chadwick (Chief Financial Officer)

Secretaries Kellie M Pickering Pierre B Kruger

Auditors PricewaterhouseCoopersDarling Park Tower 2

201 Sussex StreetSydney NSW 2000

Share Registries Registries Limited28 Margaret StreetSydney NSW 2000Telephone: +612 9290 9600Facsimile: +612 9279 0664

Computershare Investor Services (Proprietary) Limited70 Marshall StreetJohannesburg 2001Telephone: +27 11 370 5000Facsimile: +27 11 370 5220

Solicitors Blake Dawson2 The EsplanadePerth WA 6000

Edward Nathan Sonnenbergs1 North Wharf SquareLoop StreetForeshoreCape Town 8001

Bankers Commonwealth Bank of AustraliaInstitutional BankingLevel 22, Darling Park Tower 1201 Sussex StreetSydney NSW 2000

ABSA Bank LimitedCorporate Banking15 Alice LaneSandton2196

Trustee for Bondholders Deutsche Trustee Company LimitedWinchester House

1 Great Winchester StreetLondon EC2N 2DB

Stock Exchange Listings Primary Listing

Australian Securities ExchangeASX Limited (“ASX”)20 Bridge StreetSydney NSW 2000Ticker: GDO

Secondary Listing

Johannesburg Stock ExchangeJSE Limited (“JSE”)One Exchange SquareGwen Lane, Sandton 2196Ticker: GDO

American Depository Receipts (“ADRs”) OTCQX InternationalTicker: GLDZY

Level 1 ADR SponsorThe Bank of New York MellonDepository Receipts Division

101 Barclay Street, 22nd FloorNew York 102386 USA

Website Address www.gold1.co.za

Page 6: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

4

Chief Executive Officer’s

Page 7: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

5

Chief Executive Officer’s Report

Dear Shareholder

I am pleased to report back on the first full year of commercial production and milestones attained during 2010 for Gold One International (“Gold One”) and its subsidiaries (“the company”).

I would categorise the year under review into two halves. The first half saw us manage a five-week long wage strike, which hampered the production ramp up that we had planned at our flagship Modder East mine. The second half saw a significant increase in gold output at Modder East, which, when combined with our low cash costs, resulted in the company showing an operating profit of A$ 24.95 million for the year and a maiden net profit before tax of A$ 19.35 million. This achievement is all the more pleasing considering that it was Modder East’s first full year of commercial production. The company also managed to significantly increase its reserve and resource portfolio; the lifeline of any mining company. The new 1.53 million ounce reserve inventory at Modder East also resulted in the mine life extending by 5 years to a total of 13 years (please refer to detailed resource and reserve table on page 12).

The pre-tax profit before finance costs of A$ 24.948 million was affected by certain once-off transactions or non-recurring events. These include a positive fair value adjustment on convertible bonds of A$ 9.259 million, costs incurred on the Goliath Gold transaction of A$ 1.253 million and the refinancing of bonds amounting to A$ 5.146 million. If these once-off transactions or non-recurring events were excluded from the financial results, the pre-tax profit before finance costs would have been A$ 22.088 million.

The aforementioned five-week wage strike led to maturation in both employee and union relations, despite the negative impact on production. Management ensured that employees were not marginalised during the strike and I am pleased to report that we have continued to have excellent employee relations at our operations. The strike also did not result in management changing its final offer, which resulted in Gold One earning the respect of the South African National Union of Mineworkers (“NUM”).

I am thus pleased to report that, for 2010, Gold One produced 66,445 ounces of gold at an average cash cost, at Modder East, of US$ 484/oz. This was achieved despite the South African rand (“ZAR”) (the company’s functional currency) appreciating strongly against the US dollar, averaging at ZAR 7.34 / US$ 1 for the year.

For 2011, production ramp up will continue and, in line with increasing volume, unit costs will fall. Gold One is targeting 120,000 ounces of production at US$ 417/oz cash costs for the 2011 financial year. Capital expenditure is expected to be US$ 42 million, including US$ 21 million of development capital. Total costs are budgeted at US$ 614/oz. Refer to page 9 for the definitions of cash costs and total costs.

I am very pleased with the company’s safety performance, which resulted in a lost-time injury frequency rate per 200,000 hours (“LTIFR”) of only 0.48, which is better than the Australian industry benchmark LTIFR of one for underground mines. Our motto, “nothing is so important that it cannot be done safely”, is referenced wherever possible and forms part of Gold One’s daily routine at the company’s respective operations. The company is also in the process of ensuring that Modder East is ISO 14001 compliant and certification will take place in the first half of 2012. Competency and training are fundamental to good performance and, in this regard, the Sub Nigel training centre has proven to be a perfect addition to Modder East. The training centre provides the ideal environment for mining teams to receive the necessary training and practical knowledge to ensure they are competent when transferred to Modder East.

A further significant highlight for the year was the advancement we made in increasing Gold One’s total resource. Following resource upgrades for the Modder East, Ventersburg and Megamine projects, the company’s total resource increased to 21.71 million ounces of gold. This comprises 8.60 million ounces in the measured and indicated resource category (88.09 million tonnes at 3.03 grams per tonne) and 13.11 million ounces in the inferred category (103.06 million tonnes at 3.95 grams per tonne).

Page 8: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

6

Page 9: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

7

Through the sale of our deeper Megamine assets to White Water Resources Limited (“White Water Resources”) in exchange for White Water Resources shares, Gold One has been able to retain exposure to these quality deeper level Megamine assets. On implementation of the transaction, Gold One will hold 71% of White Water Resources, which will be renamed Goliath Gold Mining Limited (“Goliath Gold”). The transaction is subject to certain conditions including White Water Resources shareholder approval. Goliath Gold will focus on the development of the Megamine assets, allowing Gold One to focus on its stated strategy of developing shallow, low technical risk projects such as Ventersburg.

The independent concept study completed on Ventersburg early in 2010 identified that, for a successful outcome of the pre-feasibility study, Ventersburg required an indicated resource of at least 2 million ounces. I am pleased to advise that this was successfully accomplished through further exploration drilling during 2010. Ventersburg’s 2.45 million ounce indicated resource will strongly underpin the project’s pre-feasibility study, which is due to be completed during the first quarter of 2011.

And finally, the major overhang and biggest uncertainty facing Gold One in 2010 was the refinancing of the company’s US$ 62 million convertible bonds due in 2012. Over the course of 2010, the company had been negotiating with two banks to put in place a facility that would cover the potential liability that the company’s convertible bondholders presented in the form of the bondholders’ December 2010 once-off put option. This once-off put would have allowed bondholders to request US$ 62 million of cash back in return for their bonds and could have had a considerable negative impact on the company. While Gold One did manage to secure an approved credit facility in October 2010 to cover the whole put, the bondholders decided in November 2010 that they would not put their bonds. This reflected the bondholders’ clear recognition of the underlying value of the Gold One equity as well as of the solid fundamentals of the company.

Outlook

The year 2011 is set to be all about growth. Having focused on creating a sustainable and strong production platform at Modder East during 2010, and increasing both the size and quality of our resources, the company is well positioned for both production and organic growth in 2011. The company has also increased its management capacity, aimed at better evaluating external opportunities in gold as well as in other precious metals.

It was a further milestone to provide our first earnings guidance of US$ 59 million for the 2011 financial year in late 2010. I believe that the foundations established during 2010 have successfully positioned the company to achieve this, based on our expectations for 2011.

Neal FronemanChief Executive Officer and President28 February 2011

Page 10: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

8

Company

Page 11: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

9

Company ReviewGold One is an ASX and JSE listed gold producer focused on developing and mining low technical risk, high margin precious metal resources in mining friendly jurisdictions. Gold One was created on 18 May 2009 via the inward listing of Gold One – formerly BMA Gold – on the JSE and the subsequent acquisition by Gold One of all the issued ordinary shares in Aflease Gold by way of a scheme of arrangement.

Key Company Data

Exchange Listings Primary ASX listing and secondary JSE listing

Issuer Code GDO

Shares in Issue 807.08 million as at 25 February 2011

Share Price A$ 0.345 as at 25 February 2011

Market Cap (Undiluted) A$ 278 million

Options in Issue* 88.6 million

Cash and Gold Receivables A$ 11.353 million

Convertible Bonds** US$ 62.9 million as at 13 December 2010

Bank Debt / Hedging Nil

*Includes 6,561,956 listed 2012 options at a strike price A$ 0.50.

**Unless previously redeemed or converted, the 501 bonds will be redeemed on 13 December 2012 at US$ 130,760.91 per bond. The bonds can be converted at any time up to maturity into ordinary shares. The current conversion price is US$ 0.38 per share.

In December 2009, Gold One transitioned from a gold explorer and developer to a gold producer with the declaration of commercial production at the company’s flagship Modder East mine. The company’s status on the ASX was amended in June 2010 from a mining exploration company to a mining production company. During 2010, a total of 66,445 ounces of gold was produced, primarily from Modder East. Gold One also operates a training centre from the nearby Sub Nigel mine, where personnel and mining teams are trained underground before being recruited for Modder East. In 2010 the training centre contributed a total of 3,980 ounces of gold to the total annual production.

2010 Performance

2010 2009

Annual Gold Production 66 445 ounces 17 040 ounces

Annual Lost-Time Injury Frequency Rate (Per 200 000 Hours)

0.48 LTIFR 1.14 LTIFR

Annual Exploration Expenditure A$ 4.113 million A$ 3.885 million

Annual External Capital Raised Nil A$ 37.5 million

Average Realised Gold Price per Ounce Sold US$ 1 252/oz US$ 1 033/oz

Net Profit / (Loss) After Tax A$ 14.593 million A$ (26.070) million

Cash Generated From / (Used by) Operations A$ 35.834 million A$ (12.224) million

Group Free Cash Flow* A$ 2.766 million A$ (63.051) million

Modder East Cash Cost** US$ 484/oz US$ 593/oz

Modder East Total Cost*** US$ 686/oz US$ 686/oz

* Group free cash flow refers to cash available from group operations before interest charges and taxation.

** Cash cost refers to all costs directly associated with mining activities, mine administration, processing and refining.

*** Total cost refers to the sum of cash costs, depreciation and royalties. Capital expenditure, finance costs and corporate costs are excluded from total cost.

Page 12: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

10

2010 Highlights

5 February Primary JSE listing is amended to a secondary listing

8 March Gold One is added to the ASX All Ordinaries Index

22 April Three-year wage agreement concluded with the South African National Union of Mineworkers, marking the end of a five-week strike

13 May Modder East pours its first tonne of gold

18 May Modder East is officially opened

7 October Credit approval received for a US$ 65 million loan facility to finance the company’s convertible bondholders’ December 2010 once-off put option

11 October Megamine resource increased by 115% to 86.17 million tonnes at 4.57 grams per tonne for 12.65 million ounces of gold*

13 October Planned formation of Goliath Gold is announced – a vehicle to develop Gold One’s medium-depth assets, to be formed out of Gold One’s reverse takeover of investment holding company White Water Resources

15 November Convertible bondholders confirm that none plan to exercise their December 2012 once-off put option

7 December Ventersburg indicated resource increased by 70% to 20.42 million tonnes at 3.70 grams per tonne for 2.45 million ounces of gold**

15 December Modder East resources and reserves increased by 18% and 13% respectively, extending Modder East life of mine by five years to 2022***

*Refer to detailed resource table on page 17.

**Refer to detailed resource table on page 18.

***Refer to detailed resource and reserve tables on pages 13 and 14.

**** The Competent Person’s Statement can be found at the end of this Annual Report on page 108.

Gold One has an attractive project pipeline supported by a significant total resource base in excess of 21 million ounces. This project pipeline ranges from greenfield exploration projects to advanced projects associated with pre-feasibility studies, ensuring a significant future growth and production profile.

Location of Assets

0 5

0 10

0 km

East Rand Goldfi eldModder Eastand Holfontein

New Kleinfonteinand Turnbridge

Sub Nigel and Megamine

Free State Goldfi eldVentersburg

Tulo Mozambique100% interest in concession to a 22,000hectares prospecting area in northern Mozambique, with both alluvial and open cast possibilities.

Etendeka NamibiaControl of an exclusive prospecting license over an area of 65,000 hectares in the Outjo district ofnorth-western Namibia. Potential for iron oxide-copper-gold mineralisation.

Page 13: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

11

Gold One’s operations and exploration projects all reside within Southern Africa. The majority of projects, including Modder East, are situated in the East Rand Goldfield of the Witwatersrand Basin, between 30 kilometres and 60 kilometres east of Johannesburg in South Africa’s Gauteng Province. The Megamine project is located near the town of Nigel, approximately 55 kilometres south-east of Johannesburg and comprises 13,043 hectares of contiguous prospecting rights, namely, West Vlakfontein, Vlakfontein, and Spaarwater and some 3,013 hectares over which the Sub Nigel mining right has been granted. While Sub Nigel currently serves as a training centre where personnel and mining teams are trained underground before being recruited for Modder East, it is planned to ultimately form a component of the Megamine project. The East Rand Boundary Project (“ERBP”) considers the shallow portions (less than 500 metres below surface) of Gold One’s New Kleinfontein, Turnbridge and Modder North properties (Modder North comprises a portion of the existing Modder East mining right and contiguous Holfontein prospecting right).

The Ventersburg exploration project represents Gold One’s most advanced exploration project and is located in the South African Free State Goldfield in the Free State Province. In addition, Gold One is currently prospecting in Namibia (Etendeka project) and will begin prospecting in Mozambique (Tulo project) during 2011.

Current Tenement Status in Southern Africa

Project Location Type DMR Reference Date Granted Period Hectares

Sub Nigel 1Mine

Gauteng, South Africa

Mining Licence GP (28) MR 15 Jul 2008 30 years 3 013.3142

Sub Nigel 4 and 5 /Spaarwater

Gauteng, South Africa

Prospecting Right GP (45) PR 28 Oct 2005 5 years* 2 643.3942

Sub Nigel 6 /West Vlakfontein

Gauteng, South Africa

Prospecting Right GP (142) PR 1 Jun 2006 5 years* 3 860.5435

Sub Nigel 8 /Vlakfontein

Gauteng, South Africa

Prospecting Right GP (260) PR 29 May 2007 5 years 6 540.7174

Ventersburg 1 Free State, South Africa

Prospecting Right FS (24) PR 15 Nov 2006 5 years 9 757.8000

Ventersburg 2 Free State, South Africa

Prospecting Right FS (477) PR 16 Apr 2008 5 years 2 842.0614

Ventersburg 3 Free State, South Africa

Prospecting Right FS (565) PR 31 Mar 2009 5 years 416.0010

Ventersburg 4 Free State, South Africa

Prospecting Right FS (865) PR 25 May 2010 4 years 494.1358

Bothaville Free State, South Africa

Prospecting Right FS (482) PR 16 Apr 2008 5 years 8 514.1025

Turnbridge Gauteng, South Africa

Prospecting Right GP (31) PR 1 Jun 2006 5 years 1 315.4880

Holfontein Gauteng, South Africa

Prospecting Right GP (139) PR 1 Jun 2006 5 years 2 180.5000

Modder East Gauteng, South Africa

Mining License ML 15/2004 Gold

30 Apr 2004 5 years** 3 263.7643

Modder East Gauteng, South Africa

Mining Permit GP (98) MP Aggregate

10 Apr 2008 2 years* 1.5000

Etendeka Kunene Region, Namibia

Exclusive Prospecting License

EPL 3377 13 Dec 2008 2 years*** 65 685.0000

Tulo Niassa Province, Mozambique

Mining Concession MC 557C 25 Jul 2006 25 years 21 760.0000

* Renewal application pending.

** Conversion application pending.

*** Initially granted on 13 December 2005 for three years. Renewal granted on 13 December 2008 for two years. Further renewal pending.

An existing licence, notwithstanding its stated expiry date, remains in force until such time that the renewal or conversion application is either granted or refused.

Page 14: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

12

Gold One’s Ore Reserves and Mineral Resources

During the fourth quarter of 2010, Gold One announced updated mineral resources and ore reserves for Modder East, Ventersburg and Megamine. These updates resulted in a 59% increase to the total resource base to 21.71 million ounces of gold, including a 96% increase in the measured and indicated resource categories to 8.60 million ounces (88.09 million tonnes at 3.03 grams per tonne) and a 41% increase in the inferred resource category to 13.11 million ounces (103.06 million tonnes at 3.95 grams per tonne). The company’s proved and probable reserves at Modder East increased by 13% to 1.53 million ounces (including 11.93 million tonnes at 4.0 grams per tonne).

Gold One International Consolidated Mineral Resource Statement 6

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Measured

Modder East 1,2 0.29 16.25 0.15

Total Measured 0.29 16.25 0.15

Indicated

Modder East 1,2 45.83 2.02 2.98

Megamine 3 21.55 4.36 3.02

Ventersburg 4 20.42 3.70 2.45

Total Indicated 87.80 2.99 8.45

Total Measured and Indicated 88.09 3.03 8.60

Inferred

Modder East 2 20.73 1.81 1.21

New Kleinfontein and Turnbridge 5 4.27 6.00 0.83

Ventersburg 4 13.44 3.31 1.44

Megamine 3 64.62 4.64 9.63

Total Inferred 103.06 3.95 13.11

Total Measured, Indicated and Inferred 191.15 3.53 21.711 Mineral resources are quoted inclusive of mineral (ore) reserves.2 Signed-off by Minxcon (Proprietary) Limited, independent resource consultants to Gold One, audited by SRK Consulting (SA) (Proprietary) Limited.3 Signed-off by Dr I C Lemmer and Minxcon, independent resource consultants to Gold One, audited by SRK Consulting (SA).4 Signed-off by Dr I C Lemmer, independent resource consultant to Gold One, audited by SRK Consulting (SA).5 Signed-off by Camden Geoserve Close Corporation, independent resource consultants to Gold One, audited by SRK Consulting (SA).6 Mineral resources are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

Gold One International Mineral (Ore) Reserve Statement1,2

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Modder East

Proved Reserves 0.24 10.90 0.08

Probable Reserves 11.69 3.86 1.45

Probable and Proved Reserves 11.93 4.00 1.531 Signed off by Turgis Consulting (Proprietary) Limited, independent resource consultants to Gold One, audited by SRK Consulting (SA).

Buckshot Pyrite Leader Zone (“BPLZ”) was estimated at a cut-off of 149 centimetre grams per tonne and UK9a estimated at a cut-off of 146 centimetre grams per tonne.2 Mineral (ore) reserves are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

Page 15: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

13

Operations

1.Modder East

Key Statistics

Location 30 kilometres from Johannesburg, East Rand Goldfield, Gauteng Province, South Africa

Comprises Modder East gold mine

Targets Black Reef and UK9a (Kimberley) Reef

Status Producing

Mine Depth 300 – 500 metres

Mine Design 2.2 kilometre long decline and 345 metre deep vertical shaft

Ore Treatment On-site metallurgical plant with dedicated carbon-in-leach treatment facility

Met Plant Capacity 100,000 tonnes per month

Modder East Consolidated Mineral Resource Table1,7

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Measured

BPLZ + Channel Facies2,6 0.29 16.25 0.15

Total Measured 0.29 16.25 0.15

Indicated

BPLZ + Channel Facies2,6 9.19 4.56 1.35

Black Reef Channel Facies3 33.19 1.11 1.18

UK9a4,6 3.45 4.03 0.45

Total Indicated 45.83 2.02 2.98

Total Indicated and Measured 46.12 2.11 3.13

Inferred

BPLZ + Channel Facies2 2.62 1.85 0.16

Black Reef Channel Facies3 4.73 0.73 0.11

UK9a4 3.97 3.03 0.39

UK5a5 9.41 1.82 0.55

Total Inferred 20.73 1.81 1.21

Total Resource 66.85 2.02 4.341 Signed-off by Minxcon, independent resource consultants to Gold One, audited by SRK Consulting (SA).2 Quoted at a cut-off of 122 centimetre grams per tonne.3 Quoted at a cut-off of 260 centimetre grams per tonne.4 Quoted at a cut-off of 119 centimetre grams per tonne.5 Quoted at a cut-off of 496 centimetre grams per tonne.6 Mineral resources are quoted inclusive of mineral (ore) reserves.7 Mineral resources are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

Page 16: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

14

Modder East Consolidated Mineral (Ore) Reserve Table3

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Proved

BPLZ + Channel Facies1 0.24 10.90 0.08

Total Proved 0.24 10.90 0.08

Probable

BPLZ + Channel Facies1 8.35 4.00 1.07

UK9a2 3.34 3.50 0.37

Total Probable 11.69 3.86 1.45

Total Reserve 11.93 4.00 1.531 Signed off by Turgis Consulting, independent resource consultants to Gold One, audited by SRK Consulting (SA), quoted at a cut-off of 149 centimetre grams per tonne.2 Signed off by Turgis Consulting, independent resource consultants to Gold One, audited by SRK Consulting (SA), quoted at a cut-off of 146 centimetre grams per tonne.3 Mineral (ore) reserves are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

During 2009, Gold One committed to bring Modder East into production. This was achieved with Modder East pouring its first 240 ounces of gold on 21 July 2009 and commercial production being declared in December of the same year.

During 2010, Gold One continued to ramp up production at Modder East. This ramp up comprised the continued development and stoping of the Raise Line 1, followed by the establishment and mining of Raise Line 2 in the third quarter of 2010. With the establishment of Raise Line 2, associated with an increasing number of panels mined, monthly tonnage production increased from an average of approximately 20,000 tonnes per month in the first quarter to in excess of 35,000 tonnes per month by the end of the year. In December 2010, production was achieved from a total of 40 mining panels. At steady state operations of 100,000 tonnes per month, production is anticipated to be derived from approximately 85 mining panels. Recovered grades during the year remained relatively consistent and averaged 6.63 grams per tonne from 292,908 milled tonnes. This resulted in a total annual production of 62,404 ounces of gold produced from Modder East at an average cash cost of US$ 484/oz.

9

8

7

6

5

4

3

2

1

QUARTERLY MODDER EAST PRODUCTION

Q1 2010 Q3 2010 Q2 2010 Q4 2010

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

Reco

vere

d G

rade

(g/

t)

Modder East (Tonnes Milled)

Modder East (RecoveredGrade)

Tonn

es M

illed

Cas

h C

ost

(US$

/oz)

Modder East(OuncesProduced)

Cash Costs(Actual)

QUARTERLY MODDER EAST GOLD PRODUCTION AND COSTS

Q1 2010 Q3 2010 Q2 2010 Q4 2010 2010

70,000

60,000

50,000

40,000

30,000

20,000

10,000

0

600

550

500

450

400

350

300

250

Oun

ces

Prod

uced

Page 17: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

15

9

8

7

6

5

4

3

2

1

QUARTERLY MODDER EAST PRODUCTION

Q1 2010 Q3 2010 Q2 2010 Q4 2010

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

Reco

vere

d G

rade

(g/

t)

Modder East (Tonnes Milled)

Modder East (RecoveredGrade)

Tonn

es M

illed

Cas

h C

ost

(US$

/oz)

Modder East(OuncesProduced)

Cash Costs(Actual)

QUARTERLY MODDER EAST GOLD PRODUCTION AND COSTS

Q1 2010 Q3 2010 Q2 2010 Q4 2010 2010

70,000

60,000

50,000

40,000

30,000

20,000

10,000

0

600

550

500

450

400

350

300

250

Oun

ces

Prod

uced

A total of 3,833 metres of development was completed at Modder East, including 1,663 metres of on-reef development and 2,170 metres of waste development. With an increasing number of available development ends, the average development rates increased from 193 metres per month during the first quarter to 392 metres per month during the fourth quarter.

Met

res

Q1 Monthly Average

Q3 Monthly Average

Q2 Monthly Average

Q4 Monthly Average

Primary Off-Reef Development Secondary Off-Reef Development

Primary On-Reef Development Secondary On-Reef Development

MODDER EAST DEVELOPMENT450

400

350

300

250

200

150

100

50

0

Oun

ces

Prod

uced

Sub Nigel(OuncesProduced)

Sub Nigel(RecoveredGrade)

Q1 2010 Q3 2010 Q2 2010 Q4 2010 2010

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0

Reco

vere

d G

rade

(g/

t)

3.00

2.50

2.00

1.50

1.00

0.50

0.00

QUARTERLY SUB NIGEL GOLD PRODUCTION

Page 18: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

16

The metallurgical plant performed beyond expectations during the 2010 year, maintaining recoveries in excess of 95% despite continued increases in production levels. The year also saw the purchase of a gravity circuit for the metallurgical plant, which was successfully commissioned in November 2010. It is anticipated that the introduction of this circuit will facilitate metallurgical recoveries being maintained well above design rates of 88% as throughput volumes continue to increase. The construction and cold commissioning of a secondary crushing unit, which allows for an increase in crushing capacity from 70,000 to 100,000 tonnes per month, was successfully completed during the third quarter of 2010.

Starting in June 2010, the additional drilling of five surface boreholes (DD65 - DD69) was undertaken at Modder East, aimed at refining the shoreline position in areas planned to be mined during 2011 and 2012. The shoreline area represents the highest grade area of the BPLZ Facies of the Black Reef. This drilling totalled 1,729 metres at a cost of A$ 324,000. On 15 December, Gold One announced an upgrade to Modder East’s mineral resource which included data from three of the boreholes, namely, DD65, DD66 and DD67. Following the successful results from this drilling campaign, a decision was taken to continue further drilling in the north-eastern portion of the Black Reef orebody, which commenced in January 2011.

2. Sub Nigel

Key Statistics

Location 55 kilometres south-east of Johannesburg, East Rand Goldfield

Comprises Sub Nigel gold mine and underground training centre

Targets Main Reef

Status Producing

Mine Depth Less than 600 metres

Mine Design Vertical shaft

Ore Treatment At Modder East metallurgical plant

Sub Nigel Consolidated Mineral Resource Statement 3

Tonnes Grade Gold Content(Mt) (g/t) (Moz)

IndicatedSub Nigel 1 2.91 3.25 0.30

Inferred

Sub Nigel and Spaarwater 1 1.64 4.39 0.23

Total Indicated and Inferred 2 4.55 3.66 0.541 Signed-off by Minxcon, independent resource consultants to Gold One, audited by SRK Consulting (SA), depletion undertaken by Gold One, quoted at a cut-off of 160 centimetre grams per tonne.2 Total resource numbers may not appear additive due to rounding.3 Mineral resources are quoted in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

In 2008, Gold One decided to recommission the Sub Nigel 1 shaft with a primary view of utilising the shaft as a training centre to train and develop mining teams for Modder East during its production ramp up. During 2008 and the first half of 2009, a total of A$ 4.59 million capital was spent recommissioning the Sub Nigel 1 shaft and associated surface infrastructure. All mining teams at both Modder East and Sub Nigel are trained at the underground training centre at Sub Nigel. Labour in service has increased from 553 in December 2009 to a total strength of 1,509 in December 2010. In addition, Modder East currently meets the South African Mining Charter target of 10% women in mining. These women have been recruited locally, with no underground experience and, through a focused training effort at Sub Nigel, have been successfully merged into Modder East’s mining teams.

Production at Sub Nigel commenced in January 2009 and had built up to 5,000 tonnes per month by September 2009, which represents current operating levels. During 2010, a total of 54,397 tonnes of ore from Sub Nigel was milled at a recovered grade of 2.28 grams per tonne for a total gold production of 3,980 ounces. While the Sub Nigel operation will

Page 19: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

17

ultimately form part of the Megamine project, the training centre may continue to provide training facilities for Modder East until such time as this is deemed no longer necessary. During the fourth quarter of 2010, a decision was taken to move the majority of the training centre from Sub Nigel to Modder East as Sub Nigel is connected to the historic underground mine workings of the East Rand Basin, which, should the water level in the basin rise due to the cessation of pumping by other mining operators, may impact on the Sub Nigel operations.

Met

res

Q1 Monthly Average

Q3 Monthly Average

Q2 Monthly Average

Q4 Monthly Average

Primary Off-Reef Development Secondary Off-Reef Development

Primary On-Reef Development Secondary On-Reef Development

MODDER EAST DEVELOPMENT450

400

350

300

250

200

150

100

50

0

Oun

ces

Prod

uced

Sub Nigel(OuncesProduced)

Sub Nigel(RecoveredGrade)

Q1 2010 Q3 2010 Q2 2010 Q4 2010 2010

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0

Reco

vere

d G

rade

(g/

t)

3.00

2.50

2.00

1.50

1.00

0.50

0.00

QUARTERLY SUB NIGEL GOLD PRODUCTION

3. Megamine

Key Statistics

Location 55 kilometres south-east of Johannesburg, East Rand Goldfield

Comprises Sub Nigel, Spaarwater, Vlakfontein and West Vlakfontein properties

Targets Main Reef, UK9a (Kimberley) Reef and Big Pebble Marker (Kimberley) Reef

Resource Depth Surface - 2,500 metres below surface

Status Sub Nigel is in operationSpaarwater, Vlakfontein and West Vlakfontein are brownfield exploration targets

Megamine Consolidated Mineral Resource Statement (Including Sub Nigel) 4

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Indicated

Sub Nigel 1 2.91 3.25 0.30

West Vlakfontein / Spaarwater: Main Reef 2 18.64 4.53 2.71

Total Indicated3 21.55 4.36 3.02

Inferred

Sub Nigel and Spaarwater 1 1.64 4.39 0.23

West Vlakfontein / Spaarwater: Main Reef 2 47.42 4.77 7.28

West Vlakfontein / Vlakfontein: Big Pebble Marker 2 15.56 4.25 2.12

Total Inferred3 64.62 4.64 9.63

Total Indicated and Inferred 86.17 4.57 12.651 Signed-off by Minxcon, independent resource consultants to Gold One, audited by SRK Consulting (SA), depletion undertaken by Gold One, quoted at a cut-off of 160 centimetre grams per tonne.2 Signed-off by Dr I C Lemmer, independent resource consultant to Gold One, audited by SRK Consulting (SA), quoted at a cutoff of 250 centimetre grams per tonne.3 Total resource numbers may not appear additive due to rounding.4 Mineral resources are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

Page 20: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

18

In 2009, Gold One initiated a geological desktop modelling study of Megamine with the aim of better understanding the mineralisation distribution and payshoot trends of the Main Reef and Big Pebble Marker Reef targets. The geological desktop modelling study continued into 2010, which culminated in a substantial increase in the Megamine resource base. A database comprising approximately 150,000 data points facilitated the creation of a regional 3D geological model as well as confident sedimentological and grade distribution models, all of which underpinned the updated resource estimate.

The primary target, the Main Reef, has been extensively mined throughout the East Rand Goldfield and is currently being extracted at Gold One’s Sub Nigel operation. The defined Main Reef resources represent the strike and down-dip extensions to the previously mined Vlakfontein and Sub Nigel operations to a depth of approximately 2,500 metres below surface. The Big Pebble Marker (“BPM”), part of the Kimberley Reef Horizons has been mined previously in other parts of the Witwatersrand Basin but not in the East Rand. These resources have been defined on the basis of surface exploration boreholes only and occur at depths between 500 metres and 1,200 metres below surface. The extension of the BPM resource is projected to surface within the Megamine prospecting and mining area and represents a substantial exploration target. In addition to the Main Reef and BPM, the UK9a Reef (occurring some 30 metres above the BPM), which has been mined extensively in the eastern portions of the East Rand, has also been modelled and is recognised as a significant exploration target. This exploration target occurs from surface level to depths of 1,000 metres.

On 13 October 2010, Gold One announced the planned creation of Goliath Gold. This will be achieved through vending the Megamine portfolio into the JSE listed White Water Resources in return for 1.05 billion White Water Resources shares at ZAR 0.25 each. White Water Resources will be renamed Goliath Gold once White Water Resources shareholders have approved the transaction. The transaction will crystallise approximately A$ 38.6 million of value for Gold One shareholders. The general meeting for White Water Resources shareholders to approve the transaction will take place on 22 March 2011.

4. Ventersburg

Key Statistics

Location Free State Goldfield, Free State Province, South Africa

Targets A Reef Horizon

Resource Depth 350 - 1,100 metres below surface

Status Pre-feasibility study

Ventersburg Consolidated Resource Table1,4

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Indicated2 20.42 3.70 2.45

Inferred3 13.44 3.31 1.44

Total Indicated and Inferred4 33.86 3.55 3.891 Signed-off by Dr I C Lemmer, independent resource consultant to Gold One, audited by SRK Consulting (SA).2 Quoted at a cut-off of 250 centimetre grams per tonne. 3 Quoted at a cut-off of 350 centimetre grams per tonne.4 Mineral resources are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

At Ventersburg the A Reef Horizon forms the primary gold target and extends from a depth in the indicated resource area of approximately 350 metres to 1,100 metres below surface at an average dip of 17 degrees to the north-west. In April 2010, the company released the results of an independent scoping study undertaken by Turgis Consulting. Highlights from the scoping study included:

• Lifeofmineof11yearsfromashallow(465metresbelow surface) mine• Steadystateproductionof8yearspeakingat157,000ouncesperannum• LowlifeofminecashcostsofUS$379/ozatexchangerateofZAR8.81/US$1• ExpectedcapitalcostofA$285million• Freemillingorewouldallowforconventionalcarbon-in-leachextraction.

Page 21: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

19

Following the positive results of the scoping study, a decision was made to continue with the Ventersburg surface exploration drilling campaign. During 2010, a total of 8,004 metres was drilled at the project, comprising 10 boreholes at a total cost of A$ 1.848 million. This additional drilling information allowed for confident geological modelling of the A Reef Horizon that considered both 3D modelling of the orebody and also facilitated the definition of higher grade (payshoot) areas relative to lower grade areas. In addition, the more extensive drilling significantly increased the total area considered for resource estimation.

In early December 2010, Gold One announced a 70% increase in the Ventersburg indicated resource to 2.45 million ounces (including 20.42 million tonnes at 3.70 grams per tonne). Previously Ventersburg had an indicated resource of 1.44 million ounces (including 8.73 million tonnes at 5.12 grams per tonne). Inferred resources decreased by 22% from 1.84 million ounces (including 13.48 million tonnes at 4.24 grams per tonne), to 1.44 million ounces (including 13.44 million tonnes at 3.31 grams per tonne). The upgraded resource estimation will form the basis of a pre-feasibility study for Ventersburg, currently being conducted by Turgis Consulting. This study is due to be completed by the end of the first quarter in 2011. Surface exploration drilling is continuing at Ventersburg with the immediate focus to delineate the shallow (approximately 300 metres below surface) south-eastern limit of the orebody as well the eastern limit of the currently modelled higher grade payshoot area.

The Ventersburg project comprises four separate prospecting rights referred to as Ventersburg 1, 2, 3 and 4. In terms of an agreement between Gold One and Gold Fields, the latter has an option to acquire up to 51% beneficial interest in Ventersburg 1, should the Gold One board decide to construct a mine. Should Gold Fields exercise the option, it will reimburse Gold One 75% of the costs of the Ventersburg 1 exploration programme and feasibility study. The agreement does not extend to the Ventersburg 2, 3 and 4 prospecting areas.

5. East Rand Boundary Project

Key Statistics

Location 25 kilometres south-east of Johannesburg, East Rand Goldfield

Comprises New Kleinfontein, Turnbridge and Modder North properties

Targets Main Reef

Resource Depth Surface - 600 metres below surface

Status Pre-feasibility study

East Rand Boundary Project1,2

Tonnes Grade Gold Content

(Mt) (g/t) (Moz)

Inferred

New Kleinfontein and Turnbridge 4.27 6.00 0.83

Total Inferred 4.27 6.00 0.831 Signed-off by Camden Geoserve, independent resource consultants to Gold One, audited by SRK.2 Mineral resources are reported in accordance with the SAMREC Code and would be identical if reported in accordance with the JORC Code.

The ERBP considers the shallow portions (less than 500 metres below surface) of Gold One’s New Kleinfontein, Turnbridge and Modder North properties, where the Main Reef has previously been selectively mined. The primary focus during 2010 was on gaining access to the underground workings in an effort to confirm the extent of historic mining as well as to undertake selective resampling of the workings to confirm historic sampling databases. The total exploration expenditure on this project during 2010 amounted to A$ 600,000.

Underground resampling at the Turnbridge property included in excess of 2,000 samples for 567 complete sample sections. This information has been used to update geological models and resource estimates. The resource estimate was completed during the fourth quarter of 2010 and is currently being audited by SRK Consulting (SA). On the basis of the updated resource, a pre-feasibility study is being undertaken on the Turnbridge property and is due to be completed in 2011.

Page 22: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

20

At Modder North, 1,503 samples have been collected from the historic underground workings. These have been utilised to verify historic sampling results and refine existing geological models. This data is currently being used to determine resources for the Modder North property that will represent the first resource declared over Modder North by Gold One. In addition to defining a maiden resource, a prospective down-dip extension to the mined out areas of Modder North has been identified and will form the target of a surface exploration drilling campaign during 2011. Here, the targeted Main Reef occurs at depths of between 300 metres and 700 metres below surface. In addition, this property currently falls within the existing mining licence for Modder East, which, pending successful exploration results, should facilitate the fast tracking of this project.

6. Tulo

Key Statistics

Location Northern Mozambique

Status Greenfield exploration

The Tulo project is situated 20 kilometres south of the Tanzanian border in north-western Mozambique. Two types of gold mineralisation are recognised on the property, namely, primary gold mineralisation associated with steeply dipping shear hosted quartz veins, and alluvial gold. While the alluvial gold has been mined historically on a small scale by artisanal miners, the economic mineral potential of the primary mineralisation has been largely unexplored on the property. Gold One’s exploration strategy for Tulo has a dual focus; one being for the alluvial gold deposits and the other for the primary mineralisation. However, initial exploration will be aimed at delineating economically viable alluvial gold mining areas. It is envisaged that gold production from alluvial gold mineralisation will generate short term cash flows to fund the exploration activities associated with primary mineralisation. During the 2011 year, Gold One intends evaluating the potential alluvial resource with a view to undertaking trial mining on the defined resources.

7. Etendeka

Key Statistics

Location North-western Namibia

Status Greenfield exploration

Gold One’s Etendeka project in Namibia is a greenfield project hosting a potential iron oxide-copper-gold deposit. Prior to 2010, the company undertook a regional soil sampling programme coupled with the interpretation of regional geophysical surveys. This facilitated the definition of priority target areas. During 2010, infill soil sampling over these target areas was undertaken with a view to define potential drill targets. Detailed surface mapping of the prioritised area is currently underway with drilling planned for 2011.

Page 23: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

21

PIC HERE

Health, Safety, the Environment and Sustainable Development

Gold One achieved a progressive LTIFR of 0.48 for 2010. The company is continuing to strive for an injury-free work environment across all operations and is committed to maintaining a healthy work environment while reducing risk exposure to acceptable best practice levels. This safety performance can be ascribed to committed leadership, a team effort focusing on skills development and safety technique training, and a focus on maintaining high levels of compliance for regulatory and internal standards.

During 2010, Gold One’s safety and health governance structures as well as the company’s current safety, health and environment management system were reviewed. The latter has since been improved by increasing departmental capacity. Additional senior safety, health and environment professionals have also been employed to service Gold One’s increasing operational and corporate requirements.

Gold One is also currently in the process of implementing an IT-based ‘enterprise risk management system’. The system comprises a commercial safety, health and environment software package that will enhance data and information management and enable operations to manage lead indicators rather than lag indicators. The system also has an ‘action manager’, which ensures corrective and preventive actions are closed out timeously and effectively.

Environmental sustainability continues to be a primary focus in the development of Gold One’s mining activities and compliance audits show a continuously improving trend in the company’s environmental management programme and regulatory compliance. Gold One also aspires to exceed statutory requirements in the safety, health and environment field and has therefore elected to adopt voluntary best practice by developing an ISO 14001 and OHSAS 18001 compliant system, striving for certification in 2012.

Page 24: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

22

Directors’ ReportThe directors present their report on the consolidated entity consisting of Gold One and the entities it controlled for the year ended 31 December 2010.

1. Directors

The directors of Gold One during the whole of the financial year and up to the date of this report are as follows:

Director Date of Appointment Nationality Independence

Mark K Wheatley 10 July 2006 Australian Independent

Neal J Froneman 14 April 2009 South African Executive

Christopher D Chadwick 25 May 2009 South African Executive

Barry E Davison 25 May 2009 South African Independent

Kenneth V Dicks 25 May 2009 South African Independent

William B Harris 25 May 2009 American Independent

Sandile Swana 25 May 2009 South African Not Independent

Kenneth J Winters 2 August 2005 Australian Independent

Mark K Wheatley – Non-Executive Chairman – BE (Chem Eng Hons 1), MBAMark was managing director and CEO of BMA Gold, the predecessor company to Gold One, from July 2006 to May 2009. Prior to BMA, Mark served as CEO of Toronto listed uranium miner Southern Cross Resources from September 2003 to December 2005 and chairman from June 2004 to December 2005, at which time the company merged to create Uranium One. He continued to serve as a non-executive director of Uranium One until the end of 2010. Prior to 2003, Mark was general manager corporate development for Aurion Gold (previously Gold Fields) and, prior thereto, he served as senior vice president within the global mining team of Bankers Trust Australia. Mark started as a trainee for BHP at Port Kembla Steelworks in 1979 and worked in a number of technical and commercial roles with

Top Kenneth V Dicks, Kenneth J Winters, Barry E Davison, Christopher D Chadwick Bottom William B Harris, Mark K Wheatley, Neal J Froneman, Sandile Swana

Page 25: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

23

BHP through to 1996. Mark also served as non-executive director of St Barbara from November 2003 to August 2006 and was appointed a non-executive director of Norton Gold Fields in March 2010 and then non-executive chairman from July 2010. At Gold One he serves as chairman of the Corporate Governance and Nominating Committee and was a member of the Safety, Health, Environment and Sustainable Development (“SHE”) Committee for the first half of the year before moving from the SHE Committee to the Remuneration Committee.

Neal J Froneman – CEO – BSc (Mech Eng), BComptNeal is a registered professional engineer who holds a South African Government Mine Manager’s Certificate of Competency (Metalliferous), and a South African Government Mine Engineer’s Certificate of Competency. He has over 30 years’ experience in the mining industry in gold and platinum. He was appointed CEO of Aflease Gold & Uranium Resources in April 2003 and was primarily responsible for the creation and development of Uranium One until his resignation in February 2008. During this period Neal was CEO of both Aflease Gold and Uranium One. Prior to joining Aflease Gold, Neal was vice president and head of operations at Gold Fields. He has also held management and executive positions at Harmony Gold and JCI, among others. Neal serves on the SHE Committee.

Christopher D Chadwick – CFO – B.Compt (Hons), CTA, CA(SA)Christopher, who completed his articles at Deloitte, worked at an investment holding group prior to joining Aflease Gold as CFO in July 2008. Christopher has held executive positions in a wide range of industries, including the information technology and fast moving consumer goods industries, and has worked for both South African companies and multinationals.

Barry E Davison – Non-Executive Director – BABarry is one of the pre-eminent mining executives in Southern Africa with over 40 years’ experience in the industry. He served as director of several companies, including Anglo American and Nedbank Group, and chaired Anglo American Platinum from 2001 to 2006. Barry serves as a member of the Corporate Governance and Nominating Committee and is the chairman of the Remuneration Committee.

Kenneth V Dicks – Non-Executive DirectorKenneth retired from Anglo American in 1997 after 37 years of service. He has a total of 39 years of experience in the mining industry, 37 of which were spent in gold mining. He served in various senior management positions as well as on mining companies’ boards, namely, Freegold, Western Deep Levels and Elandsrand. Kenneth previously served as a non-executive director on the Aflease Gold & Uranium Resources board and currently serves on the Harmony Gold and Bauba Platinum boards. Kenneth serves as a member of the Corporate Governance and Nominating Committee and is the chairman of the SHE Committee.

William B Harris – Non-Executive Director – BA, MBAWilliam is a partner of Solo Management Group and has held senior executive positions including president and CEO of Hoechst Fibers Worldwide. William is a director of EMC Metals, Golden Predator and Tigris Uranium and was also a director of Potash One until January 2011. He serves on both the Audit and Remuneration committees.

Sandile Swana – Non-Executive Director – BCom, MBASandile is the chairman of White Water Resources and former chairman of Sub Nigel Gold Mining . He is a graduate of the Anglo American Corporation Cadet Scheme and has worked for multinationals Caltex Oil and The New York Times. Sandile serves as a member of the SHE Committee and the Audit Committee.

Kenneth J Winters – Non-Executive Director – BComKenneth was appointed on 2 August 2005 as a director of BMA Gold. He has held positions at an operational level and in finance and commercial aspects for a number of listed mining companies since 1979. He formerly held a position of CFO for Highlands Gold as well as CFO and company secretary for Mt Lyell Mining and CBH Resources. Kenneth serves as chairman of the Audit Committee and is a member of the Remuneration Committee.

Page 26: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

24

2. Directors’ Meetings

The number of meetings of directors (including committee meetings) held during the year and the number of meetings attended by each director while they were directors are as follows:

Board Meeting Audit Remuneration Safety Governance

M K Wheatley 4/4 - 2/2 1/2 4/4

N J Froneman* 4/4 - - 4/4 -

C D Chadwick* 4/4 - - - -

B E Davison 4/4 - 4/4 - 4/4

K V Dicks 4/4 - - 4/4 4/4

W B Harris 4/4 5/5 4/4 - -

S Swana 2/4 3/5 - 3/4 -

K J Winters 4/4 5/5 4/4 - -

* = Executive director

The Constitution requires that any five directors be present at a board of directors meeting to form a quorum.

3. Company Secretaries

Pierre B Kruger – BCom, LLB, H Dip Company LawPierre was appointed as the company secretary of Aflease Gold in January 2007 and as company secretary of Gold One, based in South Africa, on 25 May 2009. Prior to his appointment as company secretary, he served as a non-executive director on the Aflease Gold board. He practised as an attorney, conveyancer and notary public for a period of 26 years prior to joining the group fulltime in January 2007.

Kellie M Pickering – BCom (Merit), CA (Aus)Kellie was appointed as a company secretary of Gold One, based in Australia, on 21 July 2009. Kellie joined the former BMA Gold, now Gold One, as manager of accounting and finance in January 2008. She has held senior finance positions in a wide range of industries in Sydney and London and has diverse experience with local Australian companies and multinationals including AAPT, Ernst & Young (Sydney and London), Enron and Walt Disney. Kellie qualified as a chartered accountant with Ernst & Young in 1999.

4. Principal Activities and Nature of Operations

Gold One is an Australian and African gold miner with a primary listing on the ASX and a secondary listing on the JSE (issuer code “GDO”). Gold One’s ADRs are also traded in the United States, in the over the counter market, under the ticker “GLDZY”, where each ADR represents 10 ordinary shares.

The financial statements reflect the progress of Gold One since declaring commercial production at the Modder East mine and its pursuit of both internal growth through existing exploration projects and external growth through corporate activity. The operating results and state of affairs of the group are fully set out in the attached Financial Report and are characterised by gold sales, related production costs, interest paid on the convertible bonds, and the non-cash adjustment for the fair value revaluation of the convertible bonds.

5. Operating and Financial Review

The Company Review commencing on page 8 of this Annual Report provides the operating review of the group during the year and subsequent to the reporting date.

Operating Results for the PeriodThe results for the year ending 31 December 2010 are characterised by the gold sold during the reporting period since Modder East declared commercial production from 1 December 2009. Revenue from gold sales for the financial year is A$ 89.326 million and reported gross profit is A$ 36.094 million. Cost of sales is inclusive of employee costs and depreciation, as detailed in note 5. Depreciation is regarded as part of production costs.

Page 27: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

25

The company reported a profit after tax of A$ 14.593 million in 2010, compared to a loss of A$ 26.070 million in 2009.

Reported profit is attributable to, among others, a non-cash adjustment for the fair value revaluation of the convertible bonds. This revaluation adjusts the carrying value of the bonds and is performed at the end of the reporting period. General and administrative costs decreased from A$ 17.574 million to A$ 15.098 million, largely due to once-off transaction costs relating to the BMA Gold transaction which occurred during the 2009 financial year. Further detail of costs incurred are provided in notes 6 and 7 of the notes to the financial statements.

Cash reported was A$ 4.501 million compared to A$ 11.259 million in 2009. A portion of the available cash was used to repay A$ 4.695 million of the convertible bonds during the period under review, which resulted in a decrease in finance costs to A$ 6.158 million from A$ 7.958 million in 2009.

Headline earnings / loss for the period is the profit and / or loss per period adjusted for profits and / or losses attributable to once-off expenses and capital gains or losses. The disclosure of headline earnings / loss per share is a requirement of the JSE.

Consolidated

2010 2009

Headline Earnings / (Loss) per Share (A$) 0.02 (0.03)

Calculated based on:

Weighted average number of fully paid ordinary shares 806 875 987 645 254 632

Headline Earnings / (Loss) for the Period (A$ ’000) 14 740 (21 089)

Reconciliation of Basic and Headline Earnings / (Loss) for the Period (A$ ’000)

Profit / (loss) for the year 14 593 (26 070)

Impairment of assets 148 5 226

Gain on sale of assets (1) (245)

Headline Earnings / (Loss) for the Year 14 740 (21 089)

Shares Issued During the Period• Exerciseoflistedoptions(542atA$0.51)• SharesissuedinrespectofTuloacquisition(220,357sharesatZAR2.27;267,550sharesat

ZAR 1.87 – non-cash)• Exerciseofunlistedoptions(300,000atA$0.22;473,654atZAR1.35;404,500atZAR1.74;39,734at

ZAR 2.04; 39,334 at ZAR 1.93 and 163,500 at ZAR 2.25)

6. Dividends

No dividends were declared or paid to shareholders during the financial year.

7. Significant Changes in the State of Affairs

Other than the foregoing and as referred to in the Company Review on pages 8 to 21, there were no significant changes in the group’s activities during the financial year.

8. Matters Subsequent to the End of the Financial Year

In the opinion of the directors, no other matter or circumstance has arisen since 31 December 2010 other than that Gold One, the ultimate holding entity of Megamine, recently announced the creation of a new medium-depth gold exploration and development entity called Goliath Gold. This is as a result of a transaction with White Water Resources, whereby Gold One will acquire a controlling interest in White Water Resources through the sale of the Megamine assets (a reverse acquisition), after which White Water Resources will be renamed Goliath Gold. The transaction is expected to be concluded by the end of the third quarter of 2011 and is subject to a number of terms and conditions including the approval of the White Water Resources shareholders.

Goliath Gold will focus on the development of Megamine. Both parties, Gold One and Goliath Gold, will enter into management contracts such that both parties benefit from the synergy of shared costs, management and technical expertise.

Page 28: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

26

9. Likely Developments, Future Business Strategies and Prospects

Comments on expected results of certain operations of the group are included in this Annual Report under the Company Review on pages 8 to 21. Further information about the likely developments in the operations of the group in future years and the expected results of those operations has been omitted from this Directors’ Report because disclosure of the information is, in the directors’ opinion, likely to result in unreasonable prejudice to the group.

10. Environmental Regulation and Performance

The group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation, but are subject to numerous environmental laws and regulations in South Africa, including the National Water Act (No. 36 of 1998), National Environmental Management Act (No. 107 of 1998), National Nuclear Regulator Act (No. 47 of 1999), Waste Act (No. 59 of 2008) and Air Quality Act (No. 39 of 2004). The board believes that the group has adequate systems in place for the management of environmental regulations and, save for a water use licence, is not aware of any breach of those environmental requirements as they apply to the group. A water use licence for the Modder East operations has been applied for and it is expected that it will be issued in the near future.

11. Directors’ Interests

To date, the interests of the directors in the shares of the company and related bodies corporate are:

Director Number Directly Held Number Indirectly Held

N J Froneman Ordinary shares 170 000 -

Unlisted options* 11 877 743 -

Single stock futures - 3 700 000

C D Chadwick Unlisted options* 5 540 645 -

M K Wheatley Ordinary shares - 512 500

Unlisted options* 3 800 000 375 000

Listed options* - 6 000

B E Davison Ordinary shares 500 000 -

Unlisted options* 1 950 000 -

K V Dicks Ordinary shares 175 000 -

Unlisted options* 2 690 171 -

W B Harris Ordinary shares 200 000 -

Unlisted options* 2 250 000 -

S Swana Ordinary shares 50 000 -

Unlisted options* 2 690 171 -

K J Winters Ordinary shares 77 002 181 250

Unlisted options* 2 975 000 -

Listed options* 23 101 -

*11,944,786 options have vested and are exercisable as at 31 December 2010.

Page 29: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

27

12. Share Options Granted to Directors and Executives

Options over unissued ordinary shares of Gold One granted during or since the end of the financial year to directors, executives and key management personnel of the group as part of their remuneration packages were as follows:

Executive

Share Options Granted as Part of

Remuneration

N J Froneman 5 000 000

C D Chadwick 1 800 000

M K Wheatley 1 800 000

B E Davison 1 800 000

K V Dicks 1 800 000

W B Harris 1 800 000

S Swana 1 800 000

K J Winters 1 800 000

I J Marais 1 800 000

S J M Caddy 1 000 000

R A Stewart 2 187 357

P B Kruger 1 478 000

13. Unissued Shares

As at 31 December 2010, there were 6,561,956 listed and 81,996,491 unlisted share options outstanding, that, if exercised, would result in the issue of 88,558,447 new shares in Gold One. Refer to notes 22 and 34 of the financial statements for further details of the options outstanding.

Option holders do not have any right, by virtue of the option, to participate in any share issue of the company, unless the option holder exercises that option and becomes the holder of Gold One shares prior to the record date for the issue of the shares.

Shares Issued as a Result of the Exercise of OptionsThe following ordinary shares in Gold One were issued during the year ended 31 December 2010 on the exercise of options. No further shares have been issued since that date. No amounts are unpaid on any of the shares.

Date Options Granted Issue Price of Shares Number of Shares Issued 30 Day Average Share Price

03/11/2007 A$ 0.50 542 A$ 0.27

24/06/2008 ZAR 2.04 39 734 ZAR 2.33

11/12/2008 ZAR 1.35 12 491 ZAR 2.33

25/09/2008 ZAR 1.74 109 000 ZAR 1.92

11/12/2008 ZAR 1.35 31 042 ZAR 1.92

09/02/2009 ZAR 1.35 67 853 ZAR 1.92

21/01/2009 A$ 0.22 300 000 A$ 0.27

11/12/2008 ZAR 1.35 147 150 ZAR 1.89

11/12/2008 ZAR 1.35 105 798 ZAR 1.87

12/10/2009 ZAR 1.93 39 334 ZAR 2.26

25/09/2008 ZAR 1.74 295 500 ZAR 2.47

11/12/2008 ZAR 1.35 56 104 ZAR 2.47

11/12/2008 ZAR 1.35 53 216 ZAR 2.47

01/08/2008 ZAR 2.25 163 500 ZAR 2.47

Page 30: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

28

14. Insurance and Indemnities of Directors and Officers

During the financial year, the group paid a premium of A$ 147,586 (2009: A$ 38,261) to insure the directors and secretaries of the company and its Australian-based controlled entities and the general managers of each of its divisions. The increased insurance premium reflects a decision taken by the board to increase the indemnity level from A$ 5 million, which was the indemnity of the former BMA Gold, to A$ 25 million, which more appropriately reflects the size and operations of the group.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the group and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for them or someone else or to cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Directors may obtain independent professional advice at the expense of the company.

Under the Gold One Constitution, the company, to the extent permitted by the Corporations Act 2001 (Cth), Trade Practices Act 1974 (Cth) and any other applicable law, indemnifies every officer of the company and its wholly owned subsidiaries, and may indemnify its auditor, against a liability incurred as such an officer or auditor, unless the liability arises out of conduct involving a lack of good faith. The company may make a payment in respect of legal costs incurred by an officer or employee or auditor in defending an action for a liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

15. Proceedings on Behalf of the Company

No person has applied to the court under section 237 of the Corporations Act 2001 (Cth) for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

16. Remuneration Report

This report presents the remuneration arrangements in place for directors and executives of the group in accordance with the requirements of the Corporations Act 2001 (Cth) and its regulations.

For the purposes of this report, the terms “directors”, “executive(s)” and “key management personnel” include:

Name Position

N J Froneman CEO

C D Chadwick CFO

M K Wheatley Chairman (Non-Executive)

B E Davison Director (Non-Executive)

K V Dicks Director (Non-Executive)

W B Harris Director (Non-Executive)

S Swana Director (Non-Executive)

K J Winters Director (Non-Executive)

I J Marais Senior Vice President: RSA Operations

S J M Caddy Senior Vice President: Projects and Exploration

R A Stewart Senior Vice President: Business Development

P B Kruger Senior Vice President: General Counsel and Company Secretary

There were no changes to key management personnel after the reporting date and before the date the Financial Report was authorised for issue. The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001 (Cth).

Page 31: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

29

Principles used to Determine the Amount and Nature of RemunerationThe performance of the company depends upon the calibre of its directors and executives.

The following principles are included in its remuneration framework to ensure maximum stakeholder benefits:

• Providecompetitiveremunerationpackagestoattractandretainhighcalibreexecutives• Haveaportionofexecutiveremuneration‘atrisk’,dependentuponmeetingpre-determinedserviceperiods

and performance benchmarks • Reassesstheappropriatenessofthenatureandamountofexecutiveemolumentsperiodicallybyreferenceto

relevant employment market conditions • Transparency• Propermanagementofcapital.

In consultation with external remuneration consultants, the group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the group.

Alignment to shareholders’ interests:

• Haseconomicprofitasacorecomponentofplandesign• Focusesonsustainedgrowthinshareholderwealth,consistingofdividendsandgrowthinsharepriceand

delivering constant return on assets as well as focusing the executive on key non-financial drivers of value• Attractsandretainshighcalibreexecutives.

Alignment to programme participants’ interests:

• Rewardscapabilityandexperience• Reflectscompetitiverewardforcontributiontogrowthinshareholderwealth• Providesaclearstructureforearningrewards.The framework provides a mix of fixed and variable pay and a blend of short- and long-term incentives. As executives gain seniority within the group, the balance of this mix shifts to a higher proportion of ‘at risk’ rewards.

Non-Executive Directors’ FeesThe following fees applied during the financial year:

Title From 1 Jan 2010 (A$) From 1 Jan 2011 (A$)

Non-Executive Chairman of the Board 130 000 *140 400

Audit Committee Chairman 80 000 *86 400

Non-Executive Directors 60 000 *64 800

* With effect from 1/1/2011, this amount is the maximum aggregate total for the relevant director and includes a fixed fee of A$ 7,500 for each quarterly board meeting and committee meetings attended. The quarterly meeting fee of A$ 7,500 will be deducted for each board meeting not attended.

Remuneration CommitteeThe board has established a Remuneration Committee which provides advice on remuneration and incentive policies and practices and specific recommendations on remuneration packages and other terms of employment for executive directors, non-executive directors and other senior executives. The corporate governance statement provides further information on the role of this committee.

Remuneration StructureIn accordance with best practice corporate governance, the structure of non-executive directors and executive remuneration is separate and distinct.

Page 32: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

30

Non-Executive Director Remuneration

StructureFees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors.

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by Gold One’s shareholders in a general meeting. An amount, not exceeding the amount determined, is then divided between the directors as agreed. The latest determination was at a general meeting of shareholders held on 21 January 2009, when shareholders approved an aggregate remuneration of A$ 500,000 per year to reflect the expanded size of the Gold One Board and the resulting need to remunerate a greater number of directors.

The board seeks to set aggregate remuneration at a level that provides the company with the ability to attract and retain directors of a high calibre, while incurring a cost that is acceptable to shareholders.

The amount of aggregate remuneration approved by shareholders and the manner in which is it apportioned amongst directors is reviewed annually. The board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

The board considers that, having regard to the size and maturity of the group, it is appropriate that non-executive directors be remunerated by means of a combination of a modest cash fee and share options. The policy of granting non-executive directors share options was reviewed by the board during the year. Following an extensive benchmarking exercise and analysis of remuneration data from 18 comparable companies, the board determined that the grant of share options coupled with a modest cash fee is a reasonable and appropriate way to attract, remunerate and retain high calibre non-executive directors at this point in time in the company’s development. The board further decided that the company should move away from an annual grant of share options and that, in the future, non-executive directors should be granted share options infrequently and primarily on appointment.

Executive Remuneration

ObjectiveThe group aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the group so as to:

• Rewardexecutivesforgroupandindividualperformanceagainsttargetssetbyreferencetoappropriatebenchmarks

• Aligntheinterestofexecutiveswiththoseofshareholders• Ensuretotalremunerationiscompetitivebymarketstandards.

StructureRemuneration for executives is structured at a level that is market competitive and consistent with best industry practice as well as supporting the interests of shareholders and has the following components:

• Basepay• Short-termperformanceincentives• Long-termperformanceincentivesthroughparticipationinemployeeoptionplans.

Base pay is structured as a total employment cost package paid in cash. Base pay for executives is reviewed annually to ensure that the executives’ pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executive’s contract.

Each executive has a short-term incentive opportunity depending on the accountabilities of the role and impact on group performance. The maximum target bonus opportunity is 60% of base pay for the CEO and 50% of base pay for the CFO and senior vice presidents. For the year under review, the key performance indicators were based on financial, mining and corporate development areas and were set individually across the executive team.

The performance objectives were set having regard to the current development status of the company and will change as the company moves from being a developer to a production company. The board currently attaches significant weight to the attainment of the safety, development and production targets at the Modder East operation. The performance objectives are weighted accordingly.

Page 33: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

31

The Remuneration Committee is responsible for determining whether the performance objectives have been met. The committee receives detailed information from management and external consultants to assist in making this assessment. Short-term incentive payments may be adjusted up or down in line with under or over achievement against the target performance levels and this is at the discretion of the committee.

Long-term incentives are provided to certain employees resident in South Africa via the Gold One International Limited Share Incentive Scheme approved by the shareholders on 26 August 2009, read with the Remuneration Strategy. The plan fixes the maximum number of options that may be granted to any one employee of the group as well as the terms and conditions upon which options may be granted. The plan further provides that upon termination of employment all unvested options immediately lapse and the vested options must be exercised within 180 days of termination of employment, failing which they also lapse.

Details on the nature and amount of each element of the emolument of each director of the company and each key management person of the company for the financial year follow. This list includes the five highest remunerated persons in the group as required by the Corporations Act 2001 (Cth).

Table 1: Directors’ and Executives’ Remuneration for the Year Ended 31 December 2010

Name Year

Short-TermPost

Employment

Share Based

Payments

TotalEquity

Compensation

Performance Related

RemunerationSalary and / or Fees

Cash Bonus

Super-Annuation

Equity Options

A$ A$ A$ A$ A$ % %

Executive Directors

N J FronemanCEO 2010 550 000 178 680 - 411 321 1 140 001 36 16

2009 363 275 148 027 - 159 563 670 865 24 22

C D ChadwickCFO 2010 253 129 101 103 - 166 079 520 311 32 19

2009 257 320 46 374 - 68 013 371 707 18 12

SubtotalExecutive Directors 2010 803 129 279 783 - 577 400 1 660 312

2009 620 595 194 401 - 227 576 1 042 572

Non-Executive Directors

M K WheatleyChairman 2010 219 266 - 10 734 123 782 353 782 35 -

2009 *276 223 50 000 2 984 204 566 533 773 38 9

B E Davison 2010 60 000 - - 111 774 171 774 65 -

2009 11 824 - - 43 778 55 602 79 -

K V Dicks 2010 60 000 - - 112 298 172 298 65 -

2009 17 639 - - 65 656 83 295 79 -

W B Harris 2010 60 000 - - 111 774 171 774 65 -

2009 11 824 - - 43 778 55 602 79 -

S Swana 2010 60 000 - - 112 298 172 298 65 -

2009 17 273 - - 65 656 82 929 79 -

K J Winters 2010 80 000 - - 121 149 201 149 60 -

2009 *73 889 - - 107 294 181 183 59 -

W M O’Keeffe** 2010 - - - - - - -

2009 - - - 12 457 12 457 100 -

SubtotalNon-Executive Directors 2010 539 266 - 10 734 693 075 1 243 075

2009 408 672 50 000 2 984 543 185 1 004 841

Page 34: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

32

Name Year

Short-TermPost

Employment

Share Based

Payments

TotalEquity

Compensation

Performance Related

RemunerationSalary and / or Fees

Cash Bonus

Super-Annuation

Equity Options

A$ A$ A$ A$ A$ % %

Other Key Management Personnel

I J MaraisSenior Vice President: RSA Operations 2010 268 020 107 208 - 168 672 543 900 31 20

2009 272 456 81 692 - 111 377 465 525 24 17

S J M CaddySenior Vice President: Projects and Exploration 2010 268 020 42 883 - 129 624 440 527 29 10

2009 113 524 - - 188 260 301 784 62 -

R A StewartSenior Vice President: Business Development 2010 174 939 22 782 - 147 453 345 174 42 7

2009 - - - - - - -

P B KrugerSenior Vice President: General Counsel and Company Secretary 2010 178 179 51 595 - 106 938 336 712 32 15

2009 166 502 37 400 - 121 496 325 398 37 12

SubtotalOther Key Management Personnel 2010 889 158

224 468 - 552 687 1 666 313

2009 552 482 119 092 - 421 133 1 092 707

TotalDirectors’ and Executives’ Remuneration 2010 2 231 553 504 251 10 734 1 823 162 4 569 700

2009 1 581 749 363 493 2 984 1 191 894 3 140 120

*Termination payments of A$ 200,000 and A$ 50,000 respectively made to M K Wheatley and K J Winters as executives of the former BMA Gold, were paid in 2009.

** W M O’Keeffe resigned as a director on 14 April 2009.

Page 35: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

33

Table 2: Shareholdings of Executives and Key Management PersonnelThe movement in shareholdings of executives and key management throughout the year are detailed below.

NameBalance

1 Jan 2010 Cancelled SharesShares Acquired on Open Market

On Exercise of Options

Balance31 Dec 2010

N J Froneman 170 000 - - - 170 000

C D Chadwick - - - - -

M K Wheatley 392 500 - 120 000 - 512 500

B E Davison - - 200 000 300 000 500 000

K V Dicks - - 175 000 - 175 000

W B Harris - - 200 000 - 200 000

S Swana 50 000 - - - 50 000

K J Winters 158 252 - 100 000 - 258 252

I J Marais 20 000 - - - 20 000

S J M Caddy - - 30 000 - 30 000

R A Stewart - - - - -

P B Kruger 5 000 - 14 500 - 19 500

NameBalance

1 Jan 2009Acquired on

SchemeShares Acquired on Open Market

On Exercise of Options

Balance31 Dec 2009

N J Froneman - - 170 000 - 170 000

C D Chadwick - - - - -

M K Wheatley 332 500 - 60 000 - 392 500

B E Davison - - - - -

K V Dicks - - - - -

W B Harris - - - - -

S Swana - 50 000 - - 50 000

K J Winters 158 252 - - - 158 252

I J Marais - 20 000 - - 20 000

S J M Caddy - - - - -

P B Kruger - - 5 000 - 5 000

*Shares previously issued by Aflease Gold were converted to Gold One.

Table 3: Options Holdings of Key Management PersonnelDetails of options over ordinary shares in the company provided as remuneration to each director of Gold One and each key management personnel of the group are set out below. When exercisable, each option converts into one ordinary share in Gold One. Further information on the options is set out in notes 33 and 34 of the notes to the financial statements.

Vested

NameBalance

1 Jan 2010As

Remuneration ExercisedNet Change

OtherBalance

31 Dec 2010 2010 2009

N J Froneman 6 877 743 5 000 000 - - 11 877 743 4 524 803 1 508 268

C D Chadwick 3 740 645 1 800 000 - - 5 540 645 2 248 109 749 370

M K Wheatley 2 381 000 1 800 000 - - 4 181 000 2 181 000 1 400 000

B E Davison 450 000 1 800 000 (300 000) - 1 950 000 - 150 000

K V Dicks 890 171 1 800 000 - - 2 690 171 806 836 83 333

W B Harris 450 000 1 800 000 - - 2 250 000 300 000 150 000

S Swana 890 171 1 800 000 - - 2 690 171 806 836 200 833

K J Winters 1 198 501 1 800 000 - (400) 2 998 101 1 048 101 500 000

Page 36: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

34

Vested

NameBalance

1 Jan 2010As

Remuneration ExercisedNet Change

OtherBalance

31 Dec 2010 2010 2009

I J Marais 4 654 566 1 800 000 - - 6 454 566 3 085 941 1 028 646

S J M Caddy 1 067 000 1 000 000 - - 2 067 000 711 334 355 667

R A Stewart 650 866 2 187 357 - - 2 838 223 376 289 159 334

P B Kruger 2 817 977 1 478 000 - - 4 295 977 1 817 466 563 043

17,935,816 options (including 29,101 listed options) have vested as at 31 December 2010.

Vested

NameBalance

1 Jan 2009As

Remuneration

Issued on Scheme of

Arrangement*Net Change

OtherBalance

31 Dec 2009 2009 2008

N J Froneman 6 877 743 - 6 877 743 (6 877 743)^ 6 877 743 1 508 268 1 508 268

C D Chadwick 3 740 645 - 3 740 645 (3 740 645)^ 3 740 645 749 370 749 370

M K Wheatley - 1 500 000 17 620 000 (16 739 000)** 2 381 000 1 400 000 -

B E Davison - 450 000 - - 450 000 150 000 -

K V Dicks 640 171 250 000 640 171 (640 171)^ 890 171 83 333 -

W B Harris - 450 000 - - 450 000 150 000 -

S Swana 640 171 250 000 640 171 (640 171)^ 890 171 200 333 213 390

K J Winters - 800 000 7 962 007 (7 563 506) 1 198 501 500 000 -

I J Marais 4 654 566 - 4 654 566 (4 654 566)^ 4 654 566 1 028 646 1 028 658

S J M Caddy - 1 067 000 - - 1 067 000 355 667 -

P B Kruger 2 339 977 478 000 2 339 977 (2 339 977)^ 2 817 977 563 043 499 600

*Replacement options in Gold One were issued in lieu of options held by employees of Aflease Gold and which were granted to these employees over a number of years as part of their employment arrangements.

**Includes effect of 20 for 1 consolidation.

^Represents share options cancelled and replaced by Gold One share options.

No key executive options were exercised during the period.

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date and the amount is included in the remunerations tables above. Fair values at grant date are independently determined using a modified binomial model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

Model Inputs (During the Year to 31 December 2010) Australia South Africa

Share price at grant date As quoted on the relevant stock exchange

Expected forfeiture and early exercise 0% 0%

Expected volatility 66.9% Between 34.8% and 92.1%

Expected dividends Nil Nil

Risk-free interest rate 6.19% Between 7.0% and 9.3%

Details of Remuneration: Cash Bonuses and OptionsFor each cash bonus and grant of options included in the tables contained above and within notes 33 and 34 of the notes to the annual financial statements, the percentage of the available bonus or grant that was paid, or that vested, in the financial year and the percentage that was forfeited because the person did not meet the service and performance criteria are set out below. No part of the bonuses is payable in future years. The options vest over three years, provided the vesting conditions are met. No options will vest if the conditions are not satisfied, hence the minimum value of the option yet to vest is nil. The maximum value of the options yet to vest has been determined as the amount of the grant date fair value of the options that is yet to be expensed.

Page 37: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

35

Name

Cash Bonus Options

Paid Forfeited

Balance of Options

Granted at 31 Dec 2010 Vested

Years in Which

Options may Vest

Max Value of

Grant yet to Vest

% % % A$

N J Froneman 83 17 11 877 743 38 31/12/2011 467 638

C D Chadwick 83 17 5 540 645 41 31/12/2011 168 350

M K Wheatley - - 4 181 000 52 31/12/2011 169 045

B E Davison - - 1 950 000 0 31/12/2011 168 871

K V Dicks - - 2 690 171 30 31/12/2011 168 639

W B Harris - - 2 250 000 13 31/12/2011 168 871

S Swana - - 2 690 171 30 31/12/2011 168 639

K J Winters - - 2 998 501 35 31/12/2011 169 132

I J Marais 77 23 6 454 566 48 31/12/2011 154 498

S J M Caddy* 79 21 2 067 000 34 31/12/2011 109 341

R A Stewart* 85 15 2 838 223 13 31/12/2011 269 872

P B Kruger 85 15 4 295 977 42 31/12/2011 216 875

*These key management personnel were employed for five months, therefore bonuses were pro-rated.

Employment Contracts – Service Agreements

Chairman – Mark K WheatleyIn the absence of a senior group executive in Australia, the chairman, Mark K Wheatley, who previously held the position of CEO of BMA Gold, was appointed by Gold One with effect from 25 May 2009, to provide, inter alia, the following services to Gold One in Australia:

• CompletethesaleoftheTwinHillsassetsandensureasmoothtransitiontothepurchasers• AssisttheCEO,theCFOandthecompanysecretarywithasmoothintegrationintoAustralianculture• LifttheprofileofGoldOneinAustralia• Assistwithcompliancewithstatutoryrequirementsandreporting,aswellasrecruitment.

Mark is entitled to a monthly fee of A$ 8,333 (2009: A$ 8,333) for these services as well as all out-of pocket expenses. Although the contract terminated on 30 June 2010, it was extended to 30 June 2011. The services are in addition to those relating to the chairmanship of the board.

Chief Executive Officer – Neal J FronemanAppointed 25 May 2009

The CEO, Neal J Froneman, has been employed since 10 January 2006 by the former Aflease Gold group.

Neal was appointed as the CEO of Gold One on 25 May 2009 under the following conditions:

• Thetermoftheagreementisopenended• UndertherevisedcontractNealisentitledtoafixedremunerationofA$550,000perannum,whichis

reviewed annually by the Remuneration Committee• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,

equal to 20% of base salary for the period of the fiscal year worked, and two years’ annual salary• Theagreementmaybeterminatedbytheexecutiveorthecompanyonthreemonths’notice.

Page 38: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

36

Chief Financial Officer – Christopher D ChadwickAppointed 25 May 2009

The CFO, Christopher D Chadwick, was employed by the former Aflease Gold group on 01 July 2008. Christopher was appointed as the CFO of Gold One on 25 May 2009 under the following conditions:

• Thetermoftheagreementisopenended• ChristopherisentitledtoafixedannualremunerationofZAR1,700,000(A$252,246)whichisreviewed

annually by the Remuneration Committee• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,of

equal to 20% of base salary for the period of the fiscal year worked, and one and a half years’ annual salary• Theagreementmaybeterminatedbytheexecutiveorthecompanyonthreemonths’notice.

Senior Vice President: RSA Operations – Izak J Marais Appointed 25 May 2009

Izak J Marais was employed as the chief operating officer by the former Aflease Gold group on 12 November 2007. Izak was appointed as the Senior Vice President: RSA Operations of Gold One on 25 May 2009 under the following conditions:

• Thetermoftheagreementisopenended• IzakisentitledtoafixedannualremunerationofZAR1,800,000(A$270,180)whichisreviewedannuallyby

the Remuneration Committee• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,of

equal to 20% of base salary for the period of the fiscal year worked, and one and a half years’ annual salary• Theagreementmaybeterminatedbytheexecutiveorthecompanyonthreemonths’notice.

Senior Vice President: Projects and Exploration – Sydney J M Caddy Appointed 1 August 2009

• Thetermoftheagreementisopenended• SydneyJMCaddyisentitledtoafixedannualremunerationofZAR1,800,000(A$270,180)andisreviewed

annually by the Remuneration Committee• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,of

equal to 20% of base salary for the period of the fiscal year worked, and one and a half years’ annual salary• Theagreementmaybeterminatedbytheexecutiveorthecompanyonthreemonths’notice.

Senior Vice President: Business Development – Richard A Stewart Appointed 1 November 2010

Richard A Stewart was formally employed as vice president: geology and appointed senior vice president: business development on 1 November 2010 on the following conditions:

• Thetermoftheagreementisopenended• RichardisentitledtoafixedannualremunerationofZAR1,500,000(A$222,555)andisreviewedannuallyby

the Remuneration Committee• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,of

equal to 20% of base salary for the period of the fiscal year worked, and one and a half years’ annual salary• Theagreementmaybeterminatedbytheexecutiveorthecompanyonthreemonths’notice.

Senior Vice President: General Counsel and Company Secretary – Pierre B Kruger Appointed 1 November 2010

Pierre B Kruger was employed by the former Aflease Gold group as company secretary on 01 January 2007.

Pierre was appointed as the vice president: legal counsel and company secretary of Gold One on 25 May 2009 and as senior vice president: general counsel and company secretary on 1 November 2010, under the following conditions:

• Thetermoftheagreementisopenended• PierreisentitledtoafixedannualremunerationofZAR1,500,000(A$222,555)whichisreviewedannually

by the Remuneration Committee

Page 39: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

37

• Paymentofaterminationbenefitonearlyterminationbythecompany,otherthanforgrossmisconduct,ofequal to 20% of base salary for the period of the fiscal year worked, and one and a half years’ annual salary

• TheagreementmaybeterminatedbyeitherthecompanyorPierreonthreemonths’notice.

The elements of emoluments have been determined on the basis of the cost to the company. Executive officers are those directly accountable and responsible for the operational management and strategic direction of the company. Base salaries of directors and executive officers (other than options) are not related to the performance of the company.

Shares Under OptionUnissued ordinary shares of Gold One under option at the end of the year are detailed in note 34 of the notes to the annual financial statements.

Grant Date Expiry Date Exercise PriceBalance Start

of Year

Number Granted

During YearNumber Exercised

Number Replaced

/ Expired / Forfeited

Balance End of Year

11/12/2006 11/12/2011 ZAR 2.80 1 977 071 - - (204 263) 1 772 808

14/09/2007 14/09/2012 ZAR 2.44 327 015 - - - 327 015

3/10/2007 3/10/2012 ZAR 2.72 635 829 - - - 635 829

12/11/2007 12/11/2012 ZAR 3.13 1 067 000 - - - 1 067 000

11/12/2007 11/12/2012 ZAR 2.79 1 184 675 - - (163 500) 1 021 175

20/12/2007 20/12/2012 ZAR 2.62 500 000 - - - 500 000

12/06/2008 12/06/2013 ZAR 2.01 9 063 615 - - (601 194) 8 462 421

24/06/2008 24/06/2013 ZAR 2.04 7 247 770 - (39 734) (19 866) 7 188 170

1/08/2008 1/08/2013 ZAR 2.25 578 200 - (163 500) - 414 700

25/09/2008 25/09/2013 ZAR 1.74 459 000 - (404 500) - 54 500

23/10/2008 23/10/2013 ZAR 1.45 459 000 - - - 459 000

11/12/2008 11/12/2013 ZAR 1.35 11 894 547 - (405 801) (125 164) 11 363 582

5/01/2009 5/01/2014 ZAR 1.35 441 450 - - - 441 450

19/01/2009 19/01/2014 ZAR 1.35 82 546 - - - 82 546

2/02/2009 2/02/2014 ZAR 1.35 293 377 - - - 293 377

9/02/2009 9/02/2014 ZAR 1.35 203 558 - (67 853) - 135 705

16/02/2009 16/02/2014 ZAR 1.35 174 945 - - - 174 945

24/02/2009 24/02/2014 ZAR 1.47 59 600 - - - 59 600

23/04/2009 23/04/2014 ZAR 1.43 478 000 - - - 478 000

4/05/2009 4/05/2014 ZAR 1.43 478 000 - - - 478 000

6/05/2009 6/05/2014 ZAR 1.43 295 500 - - - 295 500

6/10/2009 6/10/2014 ZAR 1.93 2 023 000 - - - 2 023 000

12/10/2009 12/10/2014 ZAR 1.93 1 310 000 - (39 334) (537 000) 733 666

21/12/2009 21/12/2014 ZAR 2.12 6 695 924 - - (608 473) 6 087 451

11/01/2010 11/01/2015 ZAR 2.16 - 650 000 - - 650 000

5/03/2010 5/03/2015 ZAR 1.96 - 5 168 415 - (802 564) 4 365 851

20/05/2010 20/05/2015 ZAR 1.79 - 3 397 200 - - 3 397 200

12/07/2010 12/07/2015 ZAR 1.77 - 414 700 - (59 600) 355 100

3/09/2010 3/09/2015 ZAR 1.68 - 223 100 - - 223 100

1/11/2010 1/11/2015 ZAR 2.02 - 478 000 - - 478 000

25/11/2010 25/11/2015 ZAR 2.35 - 4 374 300 - - 4 374 300

Page 40: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

38

Grant Date Expiry Date Exercise PriceBalance Start

of Year

Number Granted

During YearNumber Exercised

Number Replaced

/ Expired / Forfeited

Balance End of Year

3/10/2006 3/10/2011 A$ 6.10 125 000 - - - 125 000

12/03/2008 12/03/2013 A$ 1.00 1 375 000 - - - 1 375 000

26/03/2008 26/03/2013 A$ 0.40 230 000 - - - 230 000

11/07/2008 11/07/2013 A$ 0.40 10 000 - - - 10 000

21/01/2009 21/01/2014 A$ 0.22 4 400 000 - (300 000) - 4 100 000

20/05/2010 20/05/2015 A$ 0.27 - 17 600 000 - - 17 600 000

30/11/2010 30/11/2015 A$ 0.31 - 163 500 - - 163 500

54 069 622 32 469 215 (1 420 722) (3 121 624) 81 996 491

17. Corporate Information

The Financial Report for Gold One for the year ended 31 December 2010 was authorised for issue in accordance with a resolution of the directors on 25 February 2011.

Gold One is a company limited by shares that is incorporated and domiciled in Australia, whose shares are publicly traded on the ASX and the JSE. Gold One has prepared a consolidated Financial Report incorporating the entities that it controlled during the financial year.

The nature of the operations and principal activities of the group are described in this Directors’ Report.

18. Employees

The group employed 1,552 employees as at 31 December 2010 (2009: 933 employees).

19. Auditor’s Independence Declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 (Cth) is set out on page 40.

20. Non-Audit Services

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company and / or the group are important.

Details of the amounts paid or payable to the auditors (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set in note 26 of the notes to the annual financial statements.

The board of directors has considered the position and, in accordance with advice received from the Audit Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth). The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor’s independence requirements of the Corporations Act 2001 (Cth), for the following reasons:

• Allnon-auditserviceshavebeenreviewedbytheAuditCommitteetoensuretheydonotimpacttheimpartiality and objectivity of the auditor

• NoneoftheservicesunderminethegeneralprinciplesrelatingtoauditorindependenceassetoutinAPES110Code of Ethics for Professional Accountants.

Page 41: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

39

21. Rounding of Amounts

The company is of a kind referred to in Class Order 98 / 100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report and Financial Report. Amounts in the Directors’ Report and Financial Report have been rounded off to the nearest thousand dollars in accordance with the Class Order or, in certain cases, the nearest dollar.

22. Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 (Cth).

The report is made in accordance with a resolution of directors.

The Financial Report set out on pages 50-102, which has been prepared on the going concern basis, was approved by the board on 25 February 2011 and was signed on its behalf by:

Neal J FronemanChief Executive OfficerDated: 28 February 2011Johannesburg

Page 42: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

40

Auditor’s Independence Declaration

Page 43: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

41

Corporate Governance StatementGold One and its board are committed to achieving and demonstrating the highest standards of corporate governance. The board continues to review the company’s framework and practices to ensure they meet the interests of shareholders. The company and its controlled entities together are referred to as the group in this statement. A description of the group’s main corporate governance practices is set out below. They comply, unless the contrary is stated, with the August 2007 ASX Principles of Good Corporate Governance and Best Practice Recommendations (“ASX Guidelines”).

Principle 1: Lay Solid Foundations for Management and Oversight

The relationship between the board and senior management is critical to the group’s long-term success. The directors are responsible to the shareholders for the performance of the group in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the group is properly managed.

The responsibilities of the board include:

• Providingstrategicguidancetothegroupincludingapprovingthecorporatestrategy• Reviewingandapprovingbusinessplans,theannualbudgetandfinancialplansincludingavailableresourcesand

major capital expenditure initiatives• Overseeingandmonitoring:

- Organisational performance and the achievement of the group’s strategic goals and objectives- Progress of major capital expenditures and other significant corporate projects including any acquisitions or

divestments• Monitoringfinancialperformanceincludingapprovaloftheannualandhalf-yearfinancialreportsandliasingwith

the company’s auditors• Appointment,performanceassessmentand,ifnecessary,removaloftheCEO• Ratifyingtheappointmentand/orremovalofandcontributingtotheperformanceassessmentforthemembers

of the senior management team including the CFO and the company secretary• Ensuringthereareeffectivemanagementprocessesinplaceandapprovingmajorcorporateinitiatives• Enhancingandprotectingthereputationoftheorganisation• Overseeingtheoperationofthegroup’ssystemforcomplianceandriskmanagement• Ensuringappropriateresourcesareavailabletoseniormanagement.

Day to day management of the group’s affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the board to the CEO and senior executives as set out in the group’s delegations policy. These delegations are reviewed on an annual basis.

Principle 2: Structure the Board to Add Value

The board operates in accordance with the broad principles set out in its charter. The charter details the board’s composition and responsibilities.

Board Composition

The charter states that:

• Theboardistobecomprisedofbothexecutiveandnon-executivedirectorswithamajorityofnon-executivedirectors. Non-executive directors bring a fresh perspective to the board’s consideration of strategic, risk and performance matters

• Inrecognitionoftheimportanceofindependentviewsandtheboard’sroleinsupervisingtheactivitiesofmanagement, the chairman should be an independent non-executive director, the majority of the board must be independent of management and all directors are required to exercise independent judgment and review and constructively challenge the performance of management

• ThechairmaniselectedbythefullboardandisrequiredtomeetregularlywiththeCEO

Page 44: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

42

• Thecompanyistomaintainamixofdirectorsontheboardfromdifferentbackgroundswithcomplementaryskillsand experience

• Theboardisrequiredtoundertakeanannualboardperformancereviewandconsidertheappropriatemixofskillsrequired by the board to maximise its effectiveness and its contribution to the group.

The board seeks to ensure that:

• Atanypointintime,itsmembershiprepresentsanappropriatebalanceanddiversitybetweendirectorswithexperience and knowledge of the group and directors with an external or fresh perspective

• Thesizeoftheboardisconducivetoeffectivediscussionandefficientdecision-making.

Directors’ Independence

The board has adopted specific principles in relation to directors’ independence. These state that when determining independence, a director must be a non-executive and the board should consider whether the director:

• Isasubstantialshareholderofthecompanyoranofficerof,orotherwiseassociateddirectlywith,asubstantialshareholder of the company

• Isorhasbeenemployedinanexecutivecapacitybythecompanyoranyothergroupmemberwithinthreeyearsbefore commencing to serve on the board

• Withinthelastthreeyearshasbeenaprincipalofamaterialprofessionaladviseroramaterialconsultanttothecompany or any other group member, or an employee materially associated with the service provided

• Isamaterialsupplierorcustomerofthecompanyoranyothergroupmember,oranofficeroforotherwiseassociated directly or indirectly with a material supplier or customer

• Hasamaterialcontractualrelationshipwiththecompanyoracontrolledentityotherthanasadirectorofthegroup• Isfreefromanybusinessorotherrelationshipwhichcould,orcouldreasonablybeperceivedto,materially

interfere with the director’s independent exercise of their judgment.

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the company or group or 5% of the individual directors’ net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact the shareholders’ understanding of the director’s performance.

Recent thinking on corporate governance has introduced the view that a director’s independence may be perceived to be impacted by lengthy service on the board. The board will continue to monitor developments on this issue.

The board assesses independence each year. To enable this process, the directors must provide all information that may be relevant to the assessment.

The annual independence assessment was undertaken in March 2010. The board confirmed the continued independent status of Barry E Davison, Kenneth V Dicks and William B Harris. The board further decided that both Mark K Wheatley and Kenneth J Winters should be deemed to be independent directors notwithstanding the fact that they were previously employed by BMA Gold in executive capacities. The factors leading to this conclusion include:

• TherelativesizesofBMAGoldandAfleaseGoldatthetimeoftheacquisitioninMay2009(i.e.4%and96%respectively)

• BothareresidentinAustralia• GoldOnehasnominingassetsinAustralia• TheGoldOneexecutiveandseniormanagementareallexAfleaseGoldemployees• TheeffectiveplaceofmanagementisinSouthAfrica• GoldOnehastwoemployeesinAustraliaandmorethan1,000employeesinSouthAfrica.

The board also concluded in its assessment that Sandile Swana continues to be regarded as not independent. The factors leading to this conclusion include:

• SandileisadirectorandanindirectshareholderinMicawber400(Proprietary)Limited(“Micawber400”),GoldOne’s Broad Based Black Economic Empowerment partner. Micawber 400 has the right to acquire an undivided 26% share in Gold One’s mining operations.

Page 45: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

43

• SandileisadirectorofTrinityAssetManagement(Proprietary)Limited(“Trinity”).WhileTrinityonlyholds 4.3 million Gold One shares (approximately 0.54% of the issued share capital) in its own name, it manages various portfolios on behalf of clients, which include Gold One shares. Notwithstanding the fact that Trinity is not a substantial shareholder in its own right, it is perceived by both management and the market to be a substantial shareholder and it also has the ability to significantly influence management by virtue of the portfolios it manages.

In assessing each director’s independence, due regard was given to the grant of share options to non-executive directors approved by shareholders in 2010. Although ASX Guidelines discourage the granting of share options to non-executive directors, they provide guidance only and the board is entitled to depart from them in appropriate circumstances. The board is of the considered opinion that, having regard to the company’s current development status, share options are an appropriate means of remuneration and do not impact on the independence of the non-executive directors.

Board Members

Details of the members of the board, their experience, expertise, qualifications, term of office, relationships affecting their independence and their independent status are set out in the Directors’ Report. At the date of signing the Directors’ Report, there were two executive directors and six non-executive directors.

Term of Office

The company’s constitution specifies that all non-executive directors must retire from office no later than the third annual general meeting (“AGM”) following their last election. Where eligible, a director may stand for re-election.

Chairman and CEO

The chairman is responsible for leading the board, ensuring directors are properly briefed in all matters relevant to their role and responsibilities, facilitating board discussions and managing the board’s relationship with the company’s senior executives. In accepting the position, the chairman has acknowledged that it will require a significant time commitment and has confirmed that other positions will not hinder his effective performance in the role of chairman.

The CEO is responsible for implementing group strategies and policies. The board charter specifies that these are separate roles to be undertaken by separate people.

Induction

The induction provided to new directors and senior managers enables them to actively participate in board decision-making as soon as possible. It ensures that they have a full understanding of the company’s culture, financial position, strategies, operations and risk management policies. It also explains the respective rights, duties, responsibilities and roles of the board and senior executives as well as the arrangements for meetings.

Commitment

The board held four meetings during the year. Board meetings are held over a minimum of two days and usually include a full tour of the underground workings and surface infrastructure at Modder East.

The number of meetings of the company’s board of directors and of each board committee held during the period ended 31 December 2010 and the number of meetings attended by each director are disclosed on page 24.

It is the company’s practice to allow its non-executive directors to accept appointments outside the company with prior written approval of the board. During the year, with permission of the board, Mark K Wheatley was appointed as non-executive chairman of Norton Gold Fields and Kenneth V Dicks was appointed as a non-executive director of Bauba Platinum.

The commitments of non-executive directors are considered by the nomination committee prior to the directors’ appointment to the board of the company and are reviewed each year as part of the annual performance assessment.

Prior to appointment or being submitted for re-election, each non-executive director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the company.

Page 46: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

44

Independent Professional Advice

Directors and board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company’s expense.

Conflict of Interests

In accordance with the board charter, the directors concerned declared their interests in those dealings to the company and took no part in decisions relating to them or the preceding discussions. In addition, those directors did not receive any papers from the group pertaining to those dealings.

Performance Assessment

The board charter provides that the board should conduct an annual self assessment of its collective performance, the performance of the chairman and of its committees. An assessment carried out in accordance with this process was not undertaken during the period given the short period that the board has been formed. The board will re-assess the need for self assessment in the third quarter of 2011.

Board Committees

The board has established a number of committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current committees of the board are the Audit, Governance, Remuneration and Safety, Health and Environment committees. Save for the SHE Committee on which an executive director is required to serve, all other committees are comprised entirely of non-executive directors, the majority of whom are required to be independent. The committee structure and membership are reviewed on an annual basis.

Each committee has its own written charter setting out its role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. All of these charters are reviewed on an annual basis. Unless authority has been delegated to a committee by the board to determine a specific issue, all matters determined by committees are submitted to the full board as recommendations for board decisions.

The chairman of each committee is required to present a full report at the subsequent board meeting. Additional requirements for specific reporting by the committees to the board are addressed in the charter of the individual committees.

Governance and Nomination Committee

The governance and nomination committee consists of the following non-executive directors all of whom are independent:

• MarkKWheatley(chairman)• BarryEDavison• KennethVDicks

Details of these directors’ attendance at committee meetings are set out in the Directors’ Report on page 24.

The main responsibilities of the committee are to:

• Conductanannualreviewofthemembershipoftheboardhavingregardtopresentandfutureneedsofthecompany and to make recommendations on board composition and appointments

• Conductanannualreviewofandconcludeontheindependenceofeachdirector• Proposecandidatesforboardvacancies• Overseetheannualperformanceassessmentprogramme• Overseeboardsuccessionincludingthesuccessionofthechairman• Developandreviewtheboardandcommitteecharters• Preparecommitteereportsthatarerequiredtobeincludedinthecompany’sannualreportandcircularsto

shareholders.

Page 47: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

45

When a new director is to be appointed the committee reviews the range of skills, experience and expertise on the board, identifies its needs and prepares a short-list of candidates with appropriate skills and experience. Where necessary, advice is sought from independent search consultants.

The full board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the company. The committee’s nomination of existing directors for reappointment is not automatic and is contingent on their past performance, contribution to the company and the current and future needs of the board and company. The board and the committee are also aware of the advantages of board renewal and succession planning.

Notices of meetings for the election of directors comply with the ASX Guidelines.

Safety, Health, Environment and Sustainable Development Committee

The SHE Committee consists of the following directors:

• KennethVDicks(chairman)• SandileSwana• NealJFroneman(executive)

The main responsibilities of the committee are to:

• Overseethedevelopmentofpolicies,programmesandpracticespertainingtotheenvironment,occupationalhealth and safety and sustainable development matters

• Promotetheempowermentofhistoricallydisadvantagedpersons• Assesstheeffectivenessofinitiativesofpolicies,programmesandpractices• Preparecommitteereportsthatarerequiredtobeincludedinthecompany’sannualreportandcircularsto

shareholders.

Company Secretaries

The company has appointed a company secretary in each jurisdiction in which it operates. They provide advice to the board in respect of corporate governance and the recommendations contained in both the ASX Guidelines and the King Code III where applicable. In addition to the company secretaries’ statutory and other duties, they provide the board as a whole, as well as its committees and directors individually, with guidance as to the discharging of their responsibilities in the best interest of the company. The company secretary will be responsible for the induction and training of all new appointments to the board according to a programme to familiarise them with the affairs and business of the group and the strategies of the board.

The appointment and removal of the company secretaries is a matter for the board as a whole.

Principle 3: Promote Ethical and Responsible Decision Making

Code of Conduct

The company is in the process of developing a statement of values and a Code of Conduct (“the Code”). The Code will be regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the group’s integrity and to take into account legal obligations and reasonable expectations of the company’s stakeholders.

In summary, the Code will require that at all times all company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and company policies.

The purchase and sale of company securities by directors and employees is not permitted during closed or prohibited periods. Any transactions undertaken by directors or executives must be notified to the chairman in advance. Any transaction undertaken by an employee must be notified to the company secretary in advance and permission sought to trade. In accordance with the ASX Listing Rules on trading policies, which came into effect on 1 January 2011, a copy of Gold One’s trading policy has been given to the ASX company announcements platform and posted on the company’s website.

Page 48: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

46

The directors are satisfied that the group has complied with its policies on ethical standards, including trading in securities.

Principle 4: Safeguard Integrity in Financial Reporting

Audit Committee

The audit committee consists of the following non-executive directors:

• KennethJWinters(chairman)• WilliamBHarris• SandileSwana

Except for Sandile Swana, all members are independent.

Details of these directors’ qualifications and attendance at Audit Committee meetings are set out in the Directors’ report on pages 22 - 24.

All members of the Audit Committee are financially literate and have an appropriate understanding of the gold mining industry. The Audit Committee operates in accordance with a charter which is approved by the entire board.

The main responsibilities of the committee are to:

• Review,assessandapprovetheannualfullandconcisereports,thehalf-yearfinancialreportandallotherfinancialinformation published by the company or released to the market

• Assisttheboardinreviewingtheeffectivenessoftheorganisation’sinternalcontrolenvironmentcovering:- Effectiveness and efficiency of operations- Reliability of financial reporting- Compliance with applicable laws and regulations

• Determinethescopeoftheinternalfinancefunctionandensurethatitsresourcesareadequateandusedeffectively, and assess its performance

• Ratifytheappointmentand/orremovalandcontributetotheperformanceassessmentoftheCFO• Overseetheeffectiveoperationoftheriskmanagementframework• Recommendtotheboardtheappointment,removalandremunerationoftheexternalauditorsandreviewthe

terms of their engagement, the scope and quality of the audit and assess performance• Considertheindependenceandcompetenceoftheexternalauditoronanongoingbasis• Reviewandapprovethelevelofnon-auditservicesprovidedbytheexternalauditorsandensureitdoesnot

adversely impact on auditor independence• Reviewandmonitorrelatedpartytransactionsandassesstheirpropriety• Reporttotheboardonmattersrelevanttothecommittee’sroleandresponsibilities.

In fulfilling its responsibilities, the Audit Committee:

• Receivesregularreportsfrommanagementandtheexternalauditors• Meetswiththeexternalauditorsatleasttwiceayear,ormorefrequentlyifnecessary• ReviewstheprocessestheCEOandCFOhaveinplacetosupporttheircertificationstotheboard• Reviewsanysignificantdisagreementsbetweentheauditorsandmanagement,irrespectiveofwhethertheyhave

been resolved• Meetsseparatelywiththeexternalauditorsatleasttwiceayearwithoutthepresenceofmanagement• Providestheexternalauditorswithaclearlineofdirectcommunicationatanytimetoeitherthechairmanofthe

Audit Committee or the chairman of the board.

The Audit Committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.

Page 49: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

47

External Auditors

The company and Audit Committee policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. PricewaterhouseCoopers was appointed as the external auditor in 2009. It is PricewaterhouseCoopers’ policy to rotate audit engagement partners on listed companies at least every five years.

An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the notes to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Audit Committee.

The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Principles 5 and 6: Make Timely and Balanced Disclosures and Respect the Rights of Shareholders

Continuous Disclosure and Shareholder Communication

The company has developed written policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the group that a reasonable person would expect to have a material effect on the price of the company’s securities. These policies and procedures include the arrangements the company has in place to promote communication with shareholders and encourage effective participation at general meetings.

The company secretary has been nominated as the person responsible for communications with both the ASX and the JSE. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX, JSE, analysts, brokers, shareholders, the media and the public.

All information disclosed to the exchanges is posted on the company’s website as soon as it is disclosed to them. When analysts are briefed on aspects of the group’s operations, the material used in the presentation is released to the exchanges and posted on the company’s website. Procedures have also been established for reviewing whether any price sensitive information has been inadvertently disclosed and, if so, this information is also immediately released to the market.

All shareholders may elect to receive a copy of the company’s annual (full or concise) and half-yearly reports. In addition, the company seeks to provide opportunities for shareholders to participate through electronic means. Recent initiatives to facilitate this include making all company announcements, media briefings, details of company meetings, press releases for prior years and historical financial reports available on the company’s website. The website also enables users to register their email address for direct email updates on company matters.

Principle 7: Recognise and Manage Risk

The board, through the Audit Committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems.

In summary, the company policies are designed to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the group’s business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. The board actively promotes a culture of quality and integrity.

Page 50: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

48

Detailed control procedures cover management accounting, financial reporting, project appraisal, environment, health and safety, IT security, compliance and other risk management issues. The internal finance division carries out regular systematic monitoring of control activities and reports to both relevant business unit management and the Audit Committee. In addition, each business unit reports on the key business risks in its area on the current and future risks it faces.

The board also requires that each major proposal submitted to the board for decision is accompanied by a comprehensive risk assessment and, where required, management’s proposed mitigation strategies.

Corporate Reporting

The CEO and CFO have made the following certifications to the board:

• Thatthecompany’sfinancialreportsarecompleteandpresentatrueandfairview,inallmaterialrespects,ofthe financial condition and operational results of the company and group and are in accordance with relevant accounting standards

• Thattheabovestatementisfoundedonasoundsystemofriskmanagementandinternalcomplianceandcontrolwhich implements the policies adopted by the board and that the company’s risk management and internal compliance and control are operating efficiently and effectively in all material respects in relation to financial reporting risks.

Principle 8: Remunerate Fairly and Responsibly

Remuneration Committee

The Remuneration Committee consists of the following non-executive directors (all of whom are independent):

• BarryEDavison(chairman)• WilliamBHarris• KennethJWinters

Details of these directors’ attendance at Remuneration Committee meetings are set out in the Directors’ Report on page 24.

The Remuneration Committee operates in accordance with its charter, which has been approved by the whole board. The Remuneration Committee advises the board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors.

Committee members receive regular briefings from an external remuneration expert on recent developments on remuneration and related matters.

Each member of the senior executive team signs a formal employment contract at the time of their appointment covering a range of matters including their duties, rights, responsibilities and any entitlements on termination. The standard contract refers to a specific formal job description. This job description is reviewed by the Remuneration Committee on an annual basis and, where necessary, is revised in consultation with the relevant employee.

Further information on directors’ and executives’ remuneration, including principles used to determine remuneration, is set out in the Directors’ Report under the heading ‘Remuneration Report’.

The committee also assumes responsibility for overseeing management succession planning, including the implementation of appropriate executive development programmes and ensuring adequate arrangements are in place, so that appropriate candidates are recruited for later promotion to senior positions.

Page 51: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Financial Reportfor the year ended 31 December 2010

Contents

The reports and statements set out below comprise the financial report presented to the shareholders:

Consolidated Statement of Comprehensive Income 50

Consolidated Statement of Financial Position 51

Consolidated Statement of Changes in Equity 52

Consolidated Statement of Cash Flows 53

Notes to the Financial Statements 54 - 102

Directors' Declaration 103

Independent Auditor's Report 104 - 105

The financial report covers the financial statements for the consolidated entity consisting of Gold One InternationalLimited ("Gold One") and its subsidiaries. The financial report is presented in Australian Dollars.

Gold One is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principalplace of business is:

Gold One International LimitedA.B.N. 35 094 265 746Level 3100 Mount StreetNorth Sydney NSW 2060

Gold One is registered in South Africa as an external company under registration number 2009/000032/10.

A description of the nature of the consolidated entity's operations and its principal activities is included in theCompany Review on pages 8 to 21 and in the Directors' Report on pages 22 to 39, both of which are not part ofthese financial statements.

The financial statements were authorised for issue by the directors on 25 February 2011. The directors have thepower to amend and reissue the financial statements. All press releases, financial statements and other informationare available at our Shareholders' Centre on our website.

49

Page 52: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Consolidated Statement of Comprehensive Incomefor the year ended 31 December 2010

2010 2009Note A$ '000 A$ '000

Revenue from gold sales 89 326 7 041

Cost of sales 5 (53 232) (3 284)

Gross profit 36 094 3 757

Other income 431 22

General and administrative expenditure 6 (15 098) (17 574)

Fair value adjustment on financial liability 20 9 259 411

Other expenses 7 (1 729) (7 396)

Exploration and pre-feasibility expenditure (4 009) (3 885)

Operating profit / (loss) before finance costs 24 948 (24 665)

Finance income 558 1 822

Finance costs 8 (6 158) (7 958)

Profit / (loss) before taxation 19 348 (30 801)

Income tax 9 (4 755) 4 731

Profit / (loss) for the year 14 593 (26 070)

Other comprehensive income, net of tax:

Currency translation differences on foreign operations 10 (1 600) (6 993)

Total comprehensive income / (loss) for the year 12 993 (33 063)

Profit / (loss) for the year attributable to:

Owners of the parent 14 593 (26 070)

Total comprehensive income / (loss) attributable to:

Owners of the parent 12 993 (33 063)

Earnings / (loss) per share:

Basic and diluted earnings / (loss) per share (A$) 25 0.02 (0.04)

The above consolidated statement of comprehensive income should be read in conjunction with theaccompanying notes.

50

Page 53: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Consolidated Statement of Financial Positionas at 31 December 2010

2010 2009Note A$ '000 A$ '000

Assets

Current Assets

Cash and cash equivalents 11 4 501 11 259

Trade and other receivables 12 9 470 10 982

Inventories 13 2 313 2 244

Taxation receivable 286 -

16 570 24 485

Non-Current Assets

Receivables 14 18 18

Held-to-maturity investments 15 1 518 1 293

Property, plant and equipment 16 160 173 142 323

Deferred tax assets 17 4 802 -

166 511 143 634

Total Assets 183 081 168 119

Liabilities

Current Liabilities

Trade payables 18 12 181 10 340

Accruals 19 2 031 1 597

Financial liabilities designated at fair value 20 - 80 293

14 212 92 230

Non-Current Liabilities

Financial liabilities designated at fair value 20 66 593 -

Deferred tax liabilities 17 9 553 -

Provisions 21 3 268 3 021

79 414 3 021

Total Liabilities 93 626 95 251

Net Assets 89 455 72 868

Equity

Contributed equity 22 130 782 130 215

Reserves 23 (2 301) (3 728)

Accumulated loss 23 (39 026) (53 619)

Capital and reserves attributable to owners of Gold One 89 455 72 868

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

51

Page 54: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Consolidated Statement of Changes in Equityfor the year ended 31 December 2010

Contributedequity Reserves

Accumulatedloss Total equity

A$ '000 A$ '000 A$ '000 A$ '000

Balance at 01 January 2009 66 179 (188) (27 549) 38 442

Total comprehensive loss for the year - (6 993) (26 070) (33 063)

Transactions with owners in their capacity as ownersContributions of equity net of transaction costs 56 667 - - 56 667Shares issued on acquisition 7 355 - - 7 355Employee share options 14 3 453 - 3 467

Total changes 64 036 (3 540) (26 070) 34 426

Balance at 31 December 2009 130 215 (3 728) (53 619) 72 868

Total comprehensive income for the year - (1 600) 14 593 12 993

Transactions with owners in their capacity as ownersContributions of equity net of transaction costs 148 - - 148Employee share options 419 3 027 - 3 446

Total changes 567 1 427 14 593 16 587

Balance at 31 December 2010 130 782 (2 301) (39 026) 89 455

Note 22 10&23 10&23

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

52

Page 55: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Consolidated Statement of Cash Flowsfor the year ended 31 December 2010

2010 2009Note A$ '000 A$ '000

Cash flows from operating activities

Receipts from customers 86 104 7 041

Cash paid to suppliers and employees (50 270) (19 265)

Cash generated from / (used by) operations 35 834 (12 224)

Finance income 558 1 822

Finance costs (5 648) (7 265)

Income taxes paid 28 (94) (147)

Net cash inflow / (outflow) from operating activities 27 30 650 (17 814)

Cash flows from investing activities

Payments for property, plant and equipment 16 (34 311) (51 331)

Proceeds from sale of property, plant and equipment 1 243 504

Increase in investments (148) (150)

Increase in deposits - (300)

Net cash outflow from investing activities (33 216) (51 277)

Cash flows from financing activities

Proceeds from issue of shares net of transaction costs 22 567 55 447

Repayment of financial liabilities designated at fair value (4 695) (13 481)

Net cash (outflow) / inflow from financing activities (4 128) 41 966

Net decrease in cash and cash equivalents (6 694) (27 125)

Cash at the beginning of the financial year 11 259 39 254

Effects of exchange rate changes on cash and cash equivalents (64) (870)

Cash and cash equivalents at end of the year 11 4 501 11 259

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

53

Page 56: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

Contents Page

Summary of significant accounting policies 55

Financial risk management 73

Critical accounting estimates and judgements 76

Segment information 78

Cost of sales 78

General and administrative expenditure 79

Other expenses 79

Finance costs 79

Income tax 79

Other comprehensive income 80

Cash and cash equivalents 81

Trade and other receivables 81

Inventories 82

Receivables 82

Held-to-maturity investments 82

Property, plant and equipment 83

Deferred tax assets / liabilities 84

Trade payables 85

Accruals 85

Financial liabilities designated at fair value 85

Provisions 87

Contributed equity 87

Retained earnings and reserves 89

Dividends paid and proposed 90

Earnings per share 90

Auditors' remuneration 91

Reconciliation of profit after income tax to net cash inflow / (outflow) from operatingactivities 92

Income taxes paid 92

Commitments 92

Contingencies 93

Related parties 94

Business combination 95

Key management personnel disclosures 96

Share based payment plans 100

Events after the reporting period 101

Parent entity financial information 102

54

Page 57: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these consolidated financial statementsare set out below. These policies have been consistently applied to all the years presented, unlessotherwise stated. The financial statements are for the consolidated entity consisting of Gold One andits subsidiaries.

On 18 May 2009, Gold One, a company incorporated in Australia and listed on the ASX, inward listedon the JSE and on 25 May 2009 acquired all the issued ordinary shares in Gold One Africa Limited(Gold One Africa) (formerly Aflease Gold Limited) (refer note 32). This transaction is accounted for asa reverse acquisition in accordance with the policy set out in note 1.2.

1.1 Basis of preparation

These general purpose financial statements have been prepared in accordance with AustralianAccounting Standards, other authoritative pronouncements of the Australian Accounting StandardsBoard ("AASB"), Urgent Issues Group Interpretations and the Corporations Act 2001.

Compliance with IFRS

The financial statements of Gold One also comply with International Financial Reporting Standards("IFRS") as issued by the International Accounting Standards Board ("IASB").

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified bythe financial assets and liabilities (including derivative instruments) at fair value through profit or loss.

Parent entity financial information

Following the changes made to the Corporations Act 2001 and the Corporations Regulations 2010 inJune 2010, financial statements of entities that are the parent entity in the group no longer need toinclude a complete set of financial statements for the separate entity. The group has applied thischange from 1 January 2010. Refer to note 36 for more details on parent entity information.

The financial statements for the parent entity, Gold One, disclosed in note 36, has been prepared onthe same basis as for the consolidated financial statements, except as set out below:

Investment in subsidiaries, associates and joint venture entities

Investments in subsidiaries, associates and joint venture entities are accounted for at cost in thefinancial statements of Gold One. Dividends received from associates are recognised in the parententity's profit or loss, rather than being deducted from the carrying amount of these investments.

Preparation of financial statements

The September 2007 revised AASB 1010 requires the separate presentation of a statement ofcomprehensive income and a statement of changes in equity, but will not affect any of the amountsrecognised in the financial statements. All non-owner changes in equity must now be presented in thestatement of comprehensive income. As a consequence, the group had to change the presentation ofits financial statements. If an entity has made a prior period adjustment or has reclassified items in thefinancial statements, it will need to disclose a third statement of financial position, this one being as atthe beginning of the comparative period. The group has applied the revised standard from1 January 2009.

55

Page 58: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.1 Basis of preparation (continued)

Critical accounting estimates

The preparation of financial statements in conformity with the Australian-equivalent to InternationalFinancial Reporting Standards ("AIFRS") requires the use of certain critical accounting estimates. Italso requires management to exercise its judgement in the process of applying the group's accountingpolicies. The areas involving a higher degree of judgement or complexity, or areas where assumptionsand estimates are significant to the financial statements are disclosed in note 3 of the notes to thefinancial statements.

1.2 Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of GoldOne ("company" or "parent entity") as at 31 December 2010 and the results of all subsidiaries for theyear then ended. Gold One and its subsidiaries together are referred to in these financial statementsas the group or the consolidated entity.

Control exists when the group has the power to govern the financial and operating policies generallyaccompanying a shareholding of more than one half of the voting rights of an entity so as to obtainbenefits from its activities. The existence and effect of potential voting rights that are currentlyexercisable or convertible are considered when assessing whether the group controls another entity.

The results of subsidiaries are included in the consolidated financial statements from the effective dateof acquisition to the effective date of disposal, and are no longer consolidated from the date thatcontrol ceases.

Adjustments are made when necessary to the financial statements of subsidiaries to bring theiraccounting policies in line with those of the group.

Intercompany transactions, balances, and unrealised gains on transactions between group companiesare eliminated in full on consolidation. Unrealised losses are also eliminated unless the transactionprovides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries havebeen changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognisedseparately from the group's interest therein, and are recognised within equity. Losses of subsidiariesattributable to non-controlling interests are allocated to non-controlling interest even if this results in adebit balance being recognised for non-controlling interest.

Transactions which result in changes in ownership levels, where the group has control of thesubsidiary both before and after the transaction, are regarded as equity transactions and arerecognised directly in the consolidated statement of changes in equity.

The difference between the fair value of the consideration paid or received and the movement in non-controlling interest for the transactions is recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaininginvestment is measured to fair value with the adjustment to fair value recognised in profit or loss aspart of the gain or loss on disposal of the controlling interest.

Business combination

A business combination is a transaction or other event in which an acquirer obtains control of one ormore subsidiaries. An acquirer shall be identified for all business combinations. The acquirer is thecombining entity that obtains control of the other combining entities or businesses.

56

Page 59: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.2 Principles of consolidation (continued)

The group accounts for business combinations using the acquisition method of accounting. The cost ofthe business combination is measured as the aggregate of the fair values of assets given, liabilitiesincurred or assumed and equity instruments issued at the date of exchange, plus costs directlyattributable to the business combination.

A reverse acquisition occurs when the acquirer is the entity whose equity interests have been acquiredand the issuing entity is the acquiree. This might be the case when a private entity arranges to haveitself "acquired" by a smaller public entity as a means of obtaining a stock exchange listing. Althoughlegally the issuing entity is regarded as the parent and the private entity is regarded as the subsidiary,the legal subsidiary is the acquirer if it has the power to govern the financial and operating policies ofthe legal parent so as to obtain benefits from its activities.

The cost of the business combination in Gold One's reverse acquisition in the prior year is deemed tohave been incurred by the legal subsidiary, Gold One Africa, in the form of equity instruments issued tothe owners of the legal parent, Gold One. The published price of the equity instruments of the acquireris used to determine the cost of the combination, and a calculation shall be made to determine thenumber of equity instruments the acquirer would have to issue to provide the same percentageownership interest of the combined entity to the owners / shareholders of the acquirer as they have inthe combined entity as a result of the reverse acquisition. The acquisition-date fair value of theconsideration transferred has been determined by reference to the fair value of the issued shares ofGold One immediately prior to the business combination.

Reverse acquisition accounting applies only to the consolidated financial statements.

1.3 Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to thechief operating decision maker. The chief operating decision maker, who is responsible for allocatingresources and assessing performance of the operating segment, has been identified as the ExecutiveCommittee that makes strategic decisions.

1.4 Translation of foreign currencies

Functional and presentation currency

Items included in the financial statements of each entity in the group are measured using the currencythat best reflects the economic substance of the underlying events and circumstances relevant to thatentity ("the functional currency"). The consolidated financial statements are presented in AustralianDollar ("A$"), which is the group's presentation currency. The functional currency of the company andits subsidiaries is the South African Rand ("ZAR").

Transactions and balances

A foreign currency transaction is recorded in ZAR on initial recognition by applying the spot exchangerate in ZAR at the date of the transaction.

At the end of the reporting period:

Foreign currency monetary items are translated using the closing rate;

Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rate at the date of the transaction; and

Non-monetary items that are measured at fair value in a foreign currency are translated using

the exchange rates at the date when the fair value was determined.

57

Page 60: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.4 Translation of foreign currencies (continued)

Exchange differences arising on the settlement of monetary items or on translating monetary items atrates different from those at which they were translated on initial recognition during the period or inprevious financial statements are recognised in profit or loss in the period in which they arise.Exchange differences on assets and liabilities carried at fair value are reported as a fair value gain orloss.

When a gain or loss on non-monetary items, such as equities classified as available-for-sale financialassets, is recognised to other comprehensive income and accumulated in equity, any exchangecomponent of that gain or loss is recognised to other comprehensive income and accumulated inequity. When a gain or loss on non-monetary items, such as equities held at fair value through profit orloss, is recognised in profit or loss, any exchange component of that gain or loss is recognised in profitor loss.

Cash flows arising from transactions in a foreign currency are recorded in Rands by applying to theforeign currency amount the exchange rate between the Rand and the foreign currency at the date ofthe cash flow.

Group companies

The results and financial position of all group entities (none of which has the currency of ahyperinflationary economy) that have a functional currency different from the presentation currency aretranslated into the presentation currency as follows:

Assets and liabilities for each consolidated statement of financial position presented are

translated at the closing rate at the date of that consolidated statement of financial position;

Income and expenses for each item of profit or loss are translated at average exchange rates

(unless this is not a reasonable approximation of the cumulative effect of the rates prevailing

on the transaction dates, in which case income and expenses are translated at the dates of the

transactions); and

All resulting exchange differences are recognised to other comprehensive income.

On consolidation, exchange differences arising on a monetary item that forms part of a net investmentin a foreign operation and of borrowings and other financial instruments designated as hedges of suchinvestments, are recognised initially to other comprehensive income. They are recognised in profit orloss as a reclassification adjustment to other comprehensive income on disposal of the net investment.

When a foreign operation is sold or any borrowings forming part of the net investment are repaid, aproportionate share of such exchange differences are recognised in the consolidated statement ofcomprehensive income, as part of the profit or loss on sale where applicable.

1.5 Comparative figures

Share based payment expense was previously included in other expenses in the consolidatedstatement of comprehensive income. In the current year the share based payment expense amountwas reclassified and disclosed as part of salaries and employee benefit expenses under general andadministrative expenditure in the consolidated statement of comprehensive income.

The unwinding of the discount on the asset retirement obligation was previously included in cost ofsales in the consolidated statement of comprehensive income. In the current year the unwinding of thediscount on the asset retirement obligation was reclassified and disclosed as part of finance costs inthe consolidated statement of comprehensive income.

Finance income was previously included in revenue in the consolidated statement of comprehensiveincome. In the current year the finance income amount was reclassified and disclosed as a separateline item in the consolidated statement of comprehensive income.

58

Page 61: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.5 Comparative figures (continued)

Funds in trust refers to an ongoing dispute with Grinaker-LTA Mining. Funds in trust was previouslyincluded in restricted cash as part of cash and cash equivalents in the consolidated statement offinancial position. In the current year the funds in trust amount was reclassified and disclosed as partof trade and other receivables in the consolidated statement of financial position.

The correction of the classifications resulted in adjustments as follows:

Consolidated Statement of Comprehensive Income

2010A$ '000

2009A$ '000

Share based payment reclassificationGeneral and administrative expenditure - Salaries and employee benefitexpenses (3 104) (3 451)Other expenses - Share based payment expense 3 104 3 451

Unwinding of discount on asset retirement obligation reclassificationCost of sales 256 694Finance costs (256) (694)

Finance incomeRevenue (558) (1 822)Finance income 558 1 822

Consolidated Statement of Financial Position

Restricted cashCash and cash equivalents (3 951) (4 009)Trade and other receivables 3 951 4 009

1.6 Property, plant and equipment

1.6.1 Mining assets

(i) Mine development and plant facilities

Mine development and plant facilities costs are capitalised to the extent that they provide access to orebodies and have future economic benefit. These costs include the purchase price (including dutiesand non-refundable taxes) of assets used in the construction of the mine, costs directly related todevelop the mine asset for its intended use and the present value of the initial estimate of future costsof decommission and land restoration. Other costs capitalised to the asset are direct costs incurred inthe development of the mine and plant and indirect costs that can be directly attributable to thedevelopment of the mine and plant. Depreciation of other assets used in the development of the mineand plant, and, borrowing costs directly attributable to the development of the mine and plant are alsocapitalised. All mine and plant start-up costs and incidental income earned during development arecapitalised. The above costs are capitalised until the ore body is available for intended use, at whichtime the asset is depreciated and further costs are expensed. Mine assets are initially recorded atcost, whereafter they are measured at cost less accumulated depreciation and accumulatedimpairment losses.

59

Page 62: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.6 Property, plant and equipment (continued)

(ii) Mining exploration

Exploration costs are expensed as incurred. When there is a high degree of confidence in theproject's viability and it is probable that the project will return future economic benefits to the group, allfurther pre-production expenditure is capitalised. These costs include evaluation costs.

(iii) Undeveloped properties

Undeveloped properties include Land as well as Mineral and surface rights. Land is measured at costand is not depreciated. Mineral and surface rights are recorded at cost of acquisition.

Capitalised expenditure on undeveloped properties is reviewed for impairment at each reporting date.In the case of undeveloped properties, there may be only inferred resources to form a basis for theimpairment review. When there is little likelihood of mineral rights being exploited, or the value ofmineral rights have diminished below cost, an impairment loss is recognised against income in theperiod that such determination is made.

Subsequent recovery of the resulting carrying value depends on successful development of the area ofinterest or sale of the project. If a project does not prove viable, all irrecoverable costs associated withthe project are written off.

(iv) Depreciation of mining assets

Depreciation of mine development costs and plant facilities and mineral and surface rights is computedprincipally by the units of production method based on estimated proven and probable reserves. Tothe extent that these costs benefit a portion of the entire ore body, the Buckshot Pyrite Leader Zone("BPLZ"), they are depreciated over the expected useful lives of the mineral reserves. Depreciation isfirst charged on mining ventures from the date on which the mining ventures are available for intendeduse. Changes in depreciation as a result of changes in reserve estimates are made prospectively.

1.6.2 Other plant and equipment

Other plant and equipment include motor vehicles and computer and office equipment.

Other plant and equipment are shown at historical cost less accumulated depreciation andaccumulated impairment losses. Historical cost includes expenditure directly attributable to theacquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item will flow tothe group and the cost of the item can be measured reliably. The carrying amount of the replaced partis derecognised. All other repairs and maintenance are charged to profit or loss during the financialperiod in which they are incurred.

These assets are depreciated on the straight-line basis to allocate their cost to their residual valuesover their estimated useful lives as follows:

Item Average useful lifeMotor vehicles 3 - 10 yearsOffice equipment 3 - 10 yearsComputer equipment 3 years

The residual value, useful life and depreciation method of each asset are reviewed and adjusted asappropriate at the end of each reporting period. If the expectations differ from previous estimates, thechange is accounted for as a change in accounting estimate.

60

Page 63: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.6 Property, plant and equipment (continued)

The asset's carrying amount is written down immediately to its recoverable amount if the asset'scarrying amount is greater than its estimated recoverable amount.

The depreciation charge for each period is recognised in profit or loss unless it is included in thecarrying amount of another asset.

Gains and losses arising from the derecognition and / or disposal of an item of property, plant andequipment is included in profit or loss when the item is derecognised. The gain or loss arising from thederecognition of an item of property, plant and equipment is determined as the difference between thenet disposal proceeds, if any, and the carrying amount of the item.

1.7 Goodwill

The costs of acquisition are allocated to the fair value of assets and liabilities of the acquiree. Theexcess of the cost of acquisition over fair value is recorded as goodwill. If the fair value of assets andliabilities exceed the cost of acquisition, the cost will be reassessed and then recorded in profit or lossin the consolidated statement of comprehensive income. Deferred tax on the difference between thefair value and carrying value of assets and liabilities are considered and accounted for. Goodwill wasfully impaired in 2009.

1.8 Investments and other financial assets

Classification

The group classifies financial assets and liabilities into the following categories:

Financial assets at fair value through profit or loss;

Held-to-maturity investments;

Loans and receivables; and

Available-for-sale financial assets and liabilities.

Classification depends on the purpose for which the investment and financial assets were acquired.Management determines the classification of its investments at initial recognition and, in the case ofassets classified as held-to-maturity, re-evaluates this designation at each reporting date.

Financial assets and liabilities at fair value through profit or loss

Financial assets and liabilities at fair value through profit or loss are classified as financial assets andliabilities held for trading. A financial asset or liability is classified in this category if acquired principallyfor the purpose of selling in the short term. The group has had short-term investments classified in thiscategory. A financial asset or liability may be designated at fair value through profit or loss at initialrecognition if it contains one or more embedded derivatives. The group has designated the convertiblebonds as a financial liability at fair value through profit or loss.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable paymentsand fixed maturities that the group's management has the positive intention and ability to hold tomaturity. If the group were to sell other than an insignificant amount of held-to-maturity financialassets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturityfinancial assets are included in non-current assets, except for those with maturities less than 12months from the reporting date, which are classified as current assets. The group has long terminvestments which are classified in this category.

61

Page 64: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.8 Investments and other financial assets (continued)

Loans and receivables

Loans and receivables are non-derivative financial assets and liabilities with fixed or determinablepayments that are not quoted in an active market. They are included in current assets or liabilities,except for maturities greater than 12 months after the reporting date. These are classified as non-current assets or liabilities. The group's loans and receivables comprise trade and other receivables,cash and cash equivalents and trade and other payables in the consolidated statement of financialposition.

Available-for-sale financial assets and liabilities

Available-for-sale financial assets are non-derivatives that are either designated in this category or notclassified in any of the other categories. They are included in non-current assets unless managementintends to dispose of the investment within 12 months of the reporting date.

Recognition of deferred day one profit or loss

The group has issued a convertible bond, which will mature 5 years after issue, where fair value isdetermined using valuation models for which not all inputs are market observable prices or rates. Theconvertible bond was initially recognised at the transaction price. The difference between thetransaction price and the model value, commonly referred to as "day one profit or loss", is notrecognised immediately in profit or loss.

The timing or recognition of deferred day one profit or loss is determined individually. It is eitheramortised over the life of the transaction, deferred until the instrument's fair value can be determinedusing market observable inputs, or realised through settlement. The financial instrument issubsequently measured at fair value, adjusted for the deferred day one profit or loss over the life of thebond to maturity.

Subsequent changes in fair value are recognised immediately in the consolidated statement ofcomprehensive income without reversal of deferred day one profits and losses. The group has electedto amortise the deferred day one profit or loss over the life of the transaction. The day one loss iscarried as part of the fair value of the convertible bond and the amount released to profit or loss isincluded in the fair value adjustment on the convertible bond. The outstanding day one loss wasexpensed at the time the bonds were cancelled and re-issued.

Recognition and derecognition

Financial instruments are recognised initially when the group becomes a party to the contractualprovisions of the instruments.

The group classifies financial instruments, or their component parts, on initial recognition as a financialasset, a financial liability or an equity instrument in accordance with the substance of the contractualarrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fairvalue is not determinable, which are measured at cost and are classified as available-for-sale financialassets.

For financial instruments which are not at fair value through profit or loss, transaction costs areincluded in the initial measurement of the instrument.

Transaction costs on financial instruments at fair value through profit or loss are recognised in profit orloss.

62

Page 65: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.8 Investments and other financial assets (continued)

Financial assets and liabilities are derecognised when the rights to receive cash flows frominvestments have expired or been transferred and the group has transferred substantially all risks andrewards of ownership.

Subsequent measurement

Financial instruments at fair value through profit or loss are subsequently measured at fair value, withgains and losses arising from changes in fair value being included in profit or loss in the period in whichthey arise.

Net gains or losses on the financial instruments at fair value through profit or loss exclude dividendsand interest.

Dividend income is recognised in profit or loss as part of other income when the group's right to receivepayment is established.

Loans and receivables are subsequently measured at amortised cost, using the effective interestmethod, less accumulated impairment losses.

Held-to-maturity investments are subsequently measured at amortised cost, using the effective interestmethod, less accumulated impairment losses.

Available-for-sale financial assets are subsequently measured at fair value. This excludes equityinvestments for which a fair value is not determinable, which are measured at cost less accumulatedimpairment losses.

Gains and losses arising from changes in fair value are recognised in other comprehensive incomeand accumulated in equity until the asset is disposed of or determined to be impaired. Interest onavailable-for-sale financial assets calculated using the effective interest method is recognised in profitor loss as part of other income. Dividends received on available-for-sale equity instruments arerecognised in profit or loss as part of other income when the group's right to receive payment isestablished.

Changes in fair value of available-for-sale financial assets denominated in a foreign currency areanalysed between translation differences resulting from changes in amortised cost and other changesin the carrying amount. Translation differences on monetary items are recognised in profit or loss,while translation differences on non-monetary items are recognised in other comprehensive incomeand accumulated in equity.

Changes in the fair value of other monetary and non-monetary securities classified as available-for-sale are recognised in equity.

Impairment of financial assets

At each reporting date the group assesses all financial assets, other than those at fair value throughprofit or loss, to determine whether there is objective evidence that a financial asset or group offinancial assets has been impaired.

For amounts due to the group, significant financial difficulties of the owing entity, probability that it willenter bankruptcy and default of payments are all considered indicators of impairment.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in thefair value of the security below its cost is considered an indicator of impairment. If any such evidenceexists for available-for-sale financial assets, the cumulative loss, measured as the difference betweenthe acquisition cost and current fair value, less any impairment loss on that financial asset previously

63

Page 66: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.8 Investments and other financial assets (continued)

recognised in profit or loss, is removed from equity as a reclassification adjustment to othercomprehensive income and recognised in profit or loss.

Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset's recoverable amount can berelated objectively to an event occurring after the impairment was recognised, subject to the restrictionthat the carrying amount of the financial asset at the date that the impairment is reversed shall notexceed what the carrying amount would have been had the impairment not been recognised.

Reversals of impairment losses are recognised in profit or loss except for equity investments classifiedas available-for-sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments whichare held at cost because fair value was not determinable.

Where financial assets are impaired through use of an allowance account, the amount of the loss isrecognised in profit or loss within operating expenses. When such assets are written off, the write off ismade against the relevant allowance account. Subsequent recoveries of amounts previously written offare credited against operating expenses.

1.9 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised costusing the effective interest rate method less provision for impairment. Appropriate allowances forestimated irrecoverable amounts are recognised in profit or loss when there is objective evidence thatthe asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enterbankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 daysoverdue) are considered indicators that the trade receivable is impaired. The allowance recognised ismeasured as the difference between the asset’s carrying amount and the present value of estimatedfuture cash flows discounted at the effective interest rate computed at initial recognition.

The carrying amount of the asset is reduced through the use of an allowance account, and the amountof the loss is recognised in profit or loss within operating expenses. When a trade receivable isuncollectable, it is written off against the allowance account for trade receivables. Subsequentrecoveries of amounts previously written off are credited in the consolidated statement ofcomprehensive income.

1.10 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, deposits held at call withfinancial institutions and other short-term highly liquid investments that are readily convertible to aknown amount of cash and are subject to an insignificant risk of changes in value and bank overdrafts.These are initially and subsequently recorded at fair value.

Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement offinancial position.

1.11 Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost,using the effective interest rate method.

64

Page 67: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.12 Inventories

Inventories are valued at the lower of cost and net realisable value and include bullion stock andspares and consumables.

Bullion stock (stockpiles, gold in process, ore in leach tanks and product inventories)

Costs that are incurred in or benefit the production process are accumulated as stockpiles, gold inprocess, ore in leach tanks and product inventories. Net realisable value tests are performed at leastannually and represent the estimated future sales price of the product based on prevailing spot metalprices at the reporting date, less estimated costs to complete production and bring the product to sale.Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile,the number of contained gold ounces based on assay data and the estimated recovery percentagebased on the expected processing method. Stockpile tonnages are verified by periodic surveys. Lowgrade stockpiles are not valued.

Gold on hand represents production on hand after the smelting process.

Cost is determined based on gold on hand and gold in process, valued using the weighted averagecost method. Cost includes production, depreciation and amortisation and related administration costs.

Spares and consumables

The cost of spares and consumables include the purchase price, import duties and other taxes,transport, handling and all other costs directly attributable to the acquisition of the spares andconsumables. Spares and consumables are valued on the weighted average basis. Net realisablevalue is the estimated selling price in the ordinary course of business, less applicable variable sellingexpenses.

1.13 Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as adeduction, net of tax, from the proceeds.

Equity instruments issued by the group are recorded at the proceeds received, net of direct issuecosts.

1.14 Current and deferred income tax

Current tax assets and liabilities

The income tax expense or revenue for the period is the tax payable on the current period's taxableincome based on the applicable income tax rate for each jurisdiction adjusted by changes in deferredtax assets and liabilities attributable to temporary differences and unused tax losses.

Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset andintends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that thedeferred tax liability arises from the initial recognition of an asset or liability in a transaction which at thetime of the transaction, affects neither accounting profit nor taxable profit / (tax loss).

65

Page 68: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.14 Current and deferred income tax (continued)

A deferred tax asset is recognised for all deductible temporary differences and unused tax losses tothe extent that it is probable that future taxable amounts will be available against which the deductibletemporary difference and losses can be utilised. A deferred tax asset is not recognised when it arisesfrom the initial recognition of an asset or liability in a transaction, at the time of the transaction, andaffects neither accounting profit nor taxable profit.

A deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits tothe extent that it is probable that future taxable profit will be available against which the unused taxlosses and unused tax credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to theperiod when the asset is realised or the liability is settled, based on tax rates (and tax laws) that havebeen enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are not recognised for temporary differences between the carryingamount and tax bases of investments in controlled entities where the parent entity is able to control thetiming of the reversal of the temporary differences and it is probable that the differences will notreverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset currenttax assets and liabilities and when the deferred tax balance relate to the same taxation authority.

Current and deferred tax balances attributable to amounts recognised directly in equity are alsorecognised directly in equity.

1.15 Leases

Operating leases – lessee

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewardsincidental to ownership.

Operating lease payments (net of any incentives received from the lessor) are recognised as anexpense on a straight-line basis over the lease term.

1.16 Impairment of non-financial assets

The group assesses at the end of the reporting period whether there is any indication that non-financialassets may be impaired. If any such indication exists, the group estimates the recoverable amount ofthe asset.

Irrespective of whether there is any indication of impairment, the group also:

Tests intangible assets with an indefinite useful life or intangible assets not yet available for use

for impairment annually, as it is not subject to amortisation, by comparing its carrying amount

with its recoverable amount. This impairment test is performed during the annual period and at

the same time every period; and

Tests goodwill acquired in a business combination for impairment annually as it is not subject

to amortisation.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for theindividual asset. If it is not possible to estimate the recoverable amount of the individual asset, therecoverable amount of the cash-generating unit (assets are grouped at the lowest level for which thereare separately identifiable cash flows) to which the asset belongs is determined.

66

Page 69: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.16 Impairment of non-financial assets (continued)

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less coststo sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the assetis reduced to its recoverable amount. That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation isrecognised immediately in profit or loss.

Goodwill acquired in a business combination is, from acquisition date, allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from its synergies.

An entity assesses at each reporting date whether there is any indication that an impairment lossrecognised in prior periods for non-financial assets other than goodwill may no longer exist or mayhave decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of animpairment loss does not exceed the carrying amount that would have been determined had noimpairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation oramortisation other than goodwill is recognised immediately in profit or loss.

1.17 Provisions

Asset retirement obligations

The group recognises the best estimate of the future asset retirement obligation as a liability in the yearin which it incurs a legal or constructive obligation associated with the retirement of tangible long-livedassets that results from the acquisition, construction, development, and / or normal use of the assets.The group concurrently recognises a corresponding increase in the carrying amount of the relatedlong-lived asset that is depreciated over the life of the asset.

The present value of the asset retirement obligation is reviewed annually using the expected cash flowapproach that reflects a range of possible outcomes discounted at credit adjusted risk-free interestrate. The present value is provided for in full, based on disturbance to date, for the estimated futurecosts of pollution control and rehabilitation, in accordance with environmental and regulatoryrequirements.

Changes in the obligation due to damage caused during the production phase are recognised in profitor loss.

Subsequent to the initial measurement, the asset retirement obligation is adjusted at the end of eachyear to reflect the passage of time and changes in the estimated future cash flows underlying theobligation.

Changes in the obligation due to the passage of time are recognised in the consolidated statement ofcomprehensive income as a financing cost using the discounted cash flow method. Changes in theobligation due to changes in estimated cash flows are recognised as an adjustment to the carryingamount of the long-lived asset that is depreciated over the remaining life of the asset.

The rehabilitation asset is amortised over the life of the mine.

67

Page 70: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.18 Employee benefits

Wages and salaries

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to besettled within 12 months of the reporting date are recognised in other payables in respect ofemployees' services up to the reporting date and are measured at the amounts expected to be paidwhen the liabilities are settled.

Share based payments

Share based compensation benefits are provided to employees via the Gold One InternationalEmployee Option Plan, Replacement Option Terms and the Gold One International Share IncentiveScheme. The fair value of options granted under the Gold One International Employee Option Plan,Replacement Option Terms and the Gold One International Share Incentive Scheme is recognised asan employee benefit expense with a corresponding increase in equity. The fair value is measured atgrant date and recognised over the period during which the employees become unconditionally entitledto the options.

The fair value at grant date is independently determined using a Binomial option pricing model thattakes into account the exercise price, term of the option, impact of dilution, share price at grant dateand expected price volatility of the underlying share, expected dividend yield and risk free interest ratefor the term of the option.

The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes theimpact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expectedto become exercisable. At each reporting date, the entity revises its estimate of the number of optionsthat are expected to become exercisable. The employee benefit expense recognised each periodtakes into account the most recent estimate.

The impact of the revision to original estimates, if any, is recognised in other comprehensive incomewith a corresponding adjustment to equity.

Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, orwhen an employee accepts voluntary redundancy in exchange for these benefits. The grouprecognises termination benefits when it is demonstrably committed to either terminating theemployment of current employees according to a detailed formal plan without possibility of withdrawalof providing termination benefits as a result of an offer made to encourage voluntary redundance.Benefits falling due more than 12 months after reporting date are discounted to present value.

1.19 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents theamounts receivable for goods and services provided in the normal course of business, net of returns,trade discounts and volume rebates and amounts collected on behalf of third parties, and value addedtax. The group recognises revenue when the amount of revenue can be reliably measured, it isprobable that future economic benefits will flow to the entity and specific criteria have been met foreach of the group's activities as described below. The amount of revenue is not considered to bereliably measurable until all contingencies relating to the sale have been resolved. The group bases itsestimates on historical results, taking into consideration the type of customer, the type of transactionand the specifics of each arrangement.

68

Page 71: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.19 Revenue recognition (continued)

Sale of gold and services

Gold revenue is recognised when the significant risks and rewards of ownership of the gold haspassed to the buyer and can be measured reliably. Risks and rewards are considered passed to thebuyer at the time of delivery, being when the gold leaves the processing plant and is collected by RandRefinery.

Interest income

Finance income comprises interest income on funds invested. Interest income is recognised, in profitor loss, on a time proportion basis, taking account of the principal outstanding and the effective interestrate over the period to maturity, when it is determined that such income will accrue to the group.

1.20 Earnings or loss per share

Basic earnings / loss per share

Basic earnings or loss per share is computed by dividing the profit attributable to owners of thecompany, excluding any costs of servicing equity other than ordinary shares, by the weighted averagenumber of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary sharesduring the year and excluding treasury shares.

Diluted earnings / loss per share

Diluted earnings or loss per share adjusts the figures used in the determination of basic earnings orloss per share to take into account the after income tax effect of interest and other financing costsassociated with dilutive potential ordinary shares, and the weighted average number of additionalordinary shares that would have been outstanding assuming the conversion of all dilutive potentialordinary shares.

1.21 Finance costs

Finance costs comprise interest expense on borrowings, financial liabilities designated at fair valuethrough profit or loss and unwinding of the discount on provisions.

Foreign currency gains and losses are reported on a net basis.

1.22 Rounding

The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities andInvestments Commission, relating to the "rounding off" of amounts in the financial statements.Amounts in the financial statements have been rounded off in accordance with that Class Order to thenearest thousand Australian Dollar, or in certain cases, the nearest Australian Dollar.

1.23 Goods and Services Tax ("GST") and Value Added Tax ("VAT")

Revenues, expenses and assets are recognised net of the amount of associated GST and VAT,unless the GST and VAT incurred is not recoverable from the taxation authority. In this case it isrecognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST and VAT receivable or payable.The net amount of GST and VAT recoverable from, or payable to, the taxation authority is includedwith other receivables or payables in the consolidated statement of financial position.

69

Page 72: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.23 Goods and Services Tax ("GST") and Value Added Tax ("VAT") (continued)

Cash flows are presented on a gross basis. The GST and VAT components of cash flows arising frominvesting or financing activities which are recoverable from, or payable to the taxation authority, arepresented as operating cash flows.

1.24 New Standards and Interpretations

Certain new accounting standards and interpretations have been published that are not mandatory forthe 31 December 2010 reporting period. The group's assessment of the impact of these newstandards and interpretations is set out below:

1.24.1 Standards and interpretations not yet effective

AASB Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments and AASB2009 - 13 Amendments to Australian Accounting Standards arising from Interpretation 19

AASB Interpretation 19 clarifies the accounting when an entity renegotiates the terms of its debt withthe result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor(debt for equity swap). It requires a gain or loss to be recognised in profit or loss which is measured asthe difference between the carrying amount of the financial liability and the fair value of the equityinstrument issued.

The effective date of the amendment is for years beginning on or after 01 July 2010. The groupexpects to adopt the amendment for the first time from 01 January 2011.

It is unlikely that the amendment will have a material impact on the group's financial statements, sinceit is only retrospectively applied from the beginning of the earliest period presented (01 January 2010)and the group has not entered into any debt for equity swaps since that date.

Revised AASB 124 Related Party Disclosures and AASB 2009 - 12 Amendments to AustralianAccounting Standards

In December 2009 the AASB issued as revised AASB 124 Related Party Disclosures. It must beapplied retrospectively. The amendment removes the requirement for government-related entities todisclose details of all transactions with the government and other government-related entities andclarifies and simplifies the definition of a related party.

The effective date of the amendment is for years beginning on or after 01 January 2011. The groupexpects to adopt the amendments for the first time from 01 January 2011.

It is unlikely that the amendment will have a material impact on the group as the group does not carryany investments in associates.

AASB 9 and AASB 2009 - 11 Amendments to Australian Accounting Standards arising fromAASB 9 Financial Instruments

AASB 9 Financial Instruments addresses the classification and measurement of financial assets and islikely to affect the group's accounting for its financial assets.

The effective date of the amendment is for years beginning on or after 01 January 2013. The grouphas not yet decided when to adopt AASB 9.

The group is unable to reliably estimate the impact of the amendment on the financial statements.However, initial indications are that it may affect the group's accounting for its available-for-salefinancial assets, since AASB 9 only permits the recognition of fair value gains or losses in othercomprehensive income if they relate to equity investments that are not held for trading. Fair value

70

Page 73: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.24 New Standards and Interpretations (continued)

gains and losses on available-for-sale investments, for example, will therefore have to be recogniseddirectly in profit or loss.

AASB 9 Financial Instruments

In December 2010 the AASB issued AASB 9 Financial Instruments. The objective of this standard isto establish principles for the financial reporting of financial assets and financial liabilities that willpresent relevant and useful information to users of financial statements for their assessment of theamounts, timing and uncertainty of an entity's future cash flows. The company must apply thisstandard to all items within the scope of AASB 139 Financial Instruments: Recognition andMeasurement.

The company must, upon initial recognition, recognise a financial asset or a financial liability in itsstatement of financial position when, and only when, the entity becomes party to the contractualprovisions of the instruments. When an entity first recognises a financial asset, it shall classify it inaccordance with the requirements set-out in the standard and measure it in accordance with the samerequirements. When a company first recognises a financial liability, it shall classify it in accordancewith the requirements of this standard. A regular way purchase or sale of financial assets shall berecognised and derecognised, as applicable, using trade date accounting or settlement dateaccounting.

The effective date of the standard is for years beginning on or after 01 January 2013 and earlyadoption is permitted. However, if the company elects to apply this standard early and has not alreadyapplied AASB 9 Financial Instruments issued in December 2009, it must apply all of the requirementsin this standard at the same time. The company must also disclose that it chose early adoption and atthe same time apply the amendments in AASB 2010 - 7 Amendments to Australian AccountingStandards arising from AASB 9 (December 2010). The group has not yet decided when to adoptAASB 9.

AASB 2010 - 3 Amendments to Australian Accounting Standards arising from the AnnualImprovements Project (AASBs 3, 7, 121, 128, 131, 132 & 139)

The objective of this standard is to make amendments to AASB 3 Business Combinations(Measurement of non-controlling interests, Unreplaced and voluntarily replaced share-based paymentsawards and Transition requirements for contingent consideration from a business combination thatoccurred before the effective date of the revised AASB 3 (2008)), AASB 7 Financial Instruments:Disclosures (Transition requirements for contingent consideration from a business combination thatoccurred before the effective date of the revised AASB 3 (2008)), AASB 121 The Effects of Changes inForeign Exchange Rates (Transition requirements for amendments arising as a result of AASB 127Consolidated and Separate Financial Statements), AASB 128 Investments in Associates (Transitionrequirements for amendments arising as a result of AASB 127 Consolidated and Separate FinancialStatements), AASB 131 Interests in Joint Ventures (Transition requirements for amendments arisingas a result of AASB 127 Consolidated and Separate Financial Statements), AASB 132 FinancialInstruments: Presentation (Transition requirements for contingent consideration from a businesscombination that occurred before the effective date of the revised AASB 3 (2008))and AASB 139Financial Instruments: Recognition and Measurement (Transition requirements for contingentconsideration from a business combination that occurred before the effective date of the revised AASB3 (2008))as a consequence of the annual improvements project.

The effective date of the amendment is for years beginning on or after 01 July 2010. The group willadopt the amendment for the first time in the 2011 financial statements.

AASB 2010 - 4 Further Amendments to Australian Accounting Standards arising from theAnnual Improvements Project (AASBs 1, 7, 101 & 134 and Interpretation 13)

The objective of this standard is to make amendments to AASB 1 First-time Adoption of Australian

71

Page 74: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

1.24 New Standards and Interpretations (continued)

Accounting Standards (Accounting policy changes in the year of adoption, Revaluation basis asdeemed cost and Use of deemed cost for operations subject to rate regulation), AASB 7 FinancialInstruments: Disclosures (Clarification of disclosures), AASB 101 Presentation of FinancialStatements (Clarification of statement of changes in equity), AASB 134 Interim Financial Reporting(Significant events and transactions) and Interpretation 13 Customer Loyalty Programmes (Fair valueof award credits) as a consequence of the annual improvement project.

The effective date of the amendment is for years beginning on or after 01 January 2011. The groupwill adopt the amendment for the first time in the 2011 financial statements.

Amendments to AASB 7 Disclosures Transfers of Financial Assets

The amendments introduce new disclosure requirements about transfers of financial assets includingdisclosures for: financial assets that are not derecognised in their entirety and financial assets that arederecognised in their entirety, but for which the entity retains continuing involvement.

The effective date of the amendment is for annual reporting periods beginning on or after 01 July 2011.The group will adopt the amendment for the first time in the 2012 financial statements.

1.24.2 Standards and Interpretations early adopted

The group has chosen not to early adopt any of the new standards and interpretations.

1.24.3 Standards and interpretations effective and adopted in the current year

In the current year, the group has adopted the following standards and interpretations that are effectivefor the current financial year and that are relevant to its operations:

AASB 2009 - 10 Amendments to Australian Accounting Standards: AASB 132 Classification ofRights Issues

In October 2009 the AASB issued an amendment to AASB 132 Financial Instruments: Presentation,which addresses the accounting for rights issues that are denominated in a currency other than thefunctional currency of the issuer. Provided certain conditions are met, such rights issues are notclassified as equity regardless of the currency in which the exercise price is denominated. Previouslythese issues had to be accounted for as derivative liabilities. The amendment must be appliedretrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimatesand Errors.

The effective date of the amendment is for years beginning on or after 01 February 2010. The grouphas adopted the amendment for the first time in the 2010 financial statements.

AASB 2009 - 8 Amendments to Australian Accounting Standards: Amendments to AASB 2Group Cash-Settled Share-based Payment Transactions

The amendments made by the AASB to AASB 2 confirm that an entity receiving goods or services in agroup share-based payment arrangement must recognise an expense for those goods or servicesregardless of which entity in the group settles the transaction or whether the transaction is settled inshares or cash. They also clarify how the group share-based payment arrangement should bemeasured, that is, whether it is measured as an equity- or a cash-settled transaction. The group willapply these amendments retrospectively.

The effective date of the amendment is for years beginning on or after 01 January 2010. The grouphas adopted the amendment for the first time in the 2010 financial statements.

72

Page 75: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2. Financial risk management

The group’s principal financial instruments comprise short-term deposits, trade receivables, trade payablesand convertible bonds. The main purpose of these financial instruments is to invest surplus funds for thegroup operations and provide funding for the development of the Modder East operation.

No derivative transactions have been entered into. It is, and has been throughout the year under review, thegroup's policy not to trade in financial instruments. The main risk arising from the group's financialinstruments is the liquidity risk. The Board reviews and agrees policies for managing the risk and it issummarised below.

Details of significant accounting policies and methods adopted, including the criteria for recognition, thebasis of measurement and the basis on which income and expenses are recognised, in respect of eachclass of financial asset, financial liability and equity instrument are disclosed in note 1 to the financialstatements. The group holds the following financial instruments:

Loans and receivables

2010A$ '000

2009A$ '000

Restricted cash 1 316 -Short-term deposits 2 788 10 607Cash and cash equivalents 397 652Trade and other receivables 7 749 10 723

Total loans and receivables 12 250 21 982

Held-to-maturity investmentsGuardrisk policy 1 518 1 293

Financial liabilitiesNon-current financial liabilities designated at fair value 66 593 -Current financial liabilities designated at fair value - 80 293Trade payables 12 181 10 340

Total financial liabilities 78 774 90 633

(a) Market risk

Risk exposure and responses

(i) Interest rate risk

The group's exposure to market interest rates relates only to the group’s short-term deposits and held-to-maturity investments, as its convertible bonds have a fixed coupon rate.

The group constantly analyses its interest rate exposure. Within this analysis consideration is given topotential renewals of existing positions, alternatives and the mix of fixed and variable interest rates.

Sensitivity analysis

At 31 December 2010, if interest rates on short-term deposits had been 1% higher / lower, with all othervariables held constant, post-tax profit for the year would have been A$ 20,073 (2009: A$ 76,363 ) higher /lower in the group, mainly as a result of higher / lower interest expense on cash balances.

(ii) Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currencyexposures, primarily with respect to the US Dollar ("US$").

73

Page 76: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2. Financial risk management (continued)

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilitiesdenominated in a currency that is not the entity's functional currency. The risk is measured using sensitivityanalysis and cash flow forecasting.

The group does not hedge foreign exchange fluctuations.

The group has certain investments in foreign operations, whose net assets are exposed to foreign currencytranslation risk.

Sensitivity analysis

At 31 December 2010, if the South African Rand had weakened / strengthened by 10% against the US$,with all other variables held constant, post-tax profit for the year would have been A$ 6.659 million(2009: A$ 7.248 million) higher / lower, mainly as a result of foreign exchange gains or losses on translationof US$ denominated financial instruments.

Foreign currency exposure at the end of the reporting period, expressed in Australian Dollars:

31 December 2010 31 December 2009US$

A$ '000A$

A$ '000US$

A$ '000A$

A$ '000AssetsCash and cash equivalents - 89 2 145 5 904Trade receivables - 18 - 18

LiabilitiesFinancial liabilities (66 593) - (80 293) -Trade payables - - - (254)

(b) Commodity price risk

Risk arises from fluctuations in the gold price. The risk is managed by the natural correlation between thegold price in US$ and the US$ / ZAR exchange rate. If the gold price declines, the ZAR tends to weakenthereby limiting the variability in the revenue recognition.

The hedging policy approach taken by management for the year under review has been to not hedge anycommodity price risk.

(c) Credit risk

Credit risk is managed on a group basis. Credit risk mainly arises from cash deposits, cash equivalents,favourable derivative financial instruments and deposits with banks and financial institutions, as well ascredit exposure to customers, including outstanding receivables and committed transactions. The grouphas no significant concentration of credit risk. The group receives timeous payment on gold sales and onlydeposits cash with major banks and financial institutions with a minimum independent rating of "A". Thegroup has relevant policies to limit the amount of credit exposure to any one financial institution.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, availabilityof funding through an adequate amount of committed credit facilities and to close out market positions.

The group manages liquidity risk by continuously monitoring forecasts and actual cash flows and matchingthe maturity profiles of financial assets and liabilities. Surplus funds are generally only invested ininstruments that are tradable in highly liquid markets.

74

Page 77: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2. Financial risk management (continued)

Financing arrangements

Gold One has a ZAR 10 million unsecured, undrawn overdraft facility.

Maturity of financial liabilities

The table below analyses the group’s financial liabilities and net-settled derivative financial liabilities intorelevant maturity groupings based on the remaining period at the consolidated statement of financialposition to the contractual maturity date. The amounts disclosed in the table are the contractualundiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact ofdiscounting is not significant.

At 31 December 2010

Less than 6monthsA$ '000

6 - 12monthsA$ '000

Between 1and 2 years

A$ '000Total

A$ '000

Financial liabilities designated at fair value - - (63 864) (63 864)Trade payables and accruals (14 212) - - (14 212)

(14 212) - (63 864) (78 076)

At 31 December 2009Financial liabilities designated at fair value - (74 818) - (74 818)Trade payables and accruals (11 937) - - (11 937)

(11 937) (74 818) - (86 755)

The bonds mature in December 2012. More details about the financial liabilities are provided in note 20.The amounts disclosed in the above tables are the maximum undiscounted contractual amounts for whichthe convertible bonds could be called by the bondholders.

Fair value estimation

The fair value of financial instruments that are not traded in an active market is determined using valuationtechniques. The group uses a variety of methods and make assumptions that are based on marketconditions existing at the end of each reporting period. Quoted market prices or dealer quotes for similarinstruments are used to estimate fair value for long-term debt for disclosure purposes.

As of 1 January 2009, the group has adopted the amendment to AASB 7 Financial Instruments: Disclosure,which requires disclosure of the fair value measurements by level of the following fair value measurementhierarchy:

Quoted prices (unadjusted) in active markets for identical assets (level 1);

Inputs other than quoted prices included within level 1 that are observable for the asset or liability,

either directly (as prices) or indirectly (derived from prices) (level 2); and

Inputs for the asset or liability that are not based on observable market data (level 3).

The group has classified the financial liabilities designated at fair value through profit or loss as level 3 asthe inputs for the liabilities are based on significant non-observable market inputs.

2010A$ '000

2009A$ '000

LiabilitiesFinancial liabilities designated at fair value through profit or loss 66 593 80 293

Refer to note 20 for more details on the financial liabilities designated at fair value through profit or loss.

75

Page 78: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

3. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and otherfactors, including expectations of future events that may have a financial impact on the entity and that arebelieved to be reasonable under the circumstances.

In preparing the financial statements, management is required to make estimates and assumptions thataffect the amounts represented in the financial statements and related disclosures. Use of availableinformation and the application of judgement is inherent in the formation of estimates. Actual results in thefuture could differ from these estimates which may be material to the financial statements.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carryingamounts of assets and liabilities within the next financial year are addressed below:

Fair value estimation

Financial instruments

The fair value of financial instruments traded in active markets (such as trading and available-for-salesecurities) is based on quoted market prices at the end of the reporting period. The quoted market priceused for financial assets held by the group is the current bid price.

The fair value of financial instruments that are not traded in an active market (for example, over the counterderivatives) is determined by using valuation techniques. The group uses its judgement to select a variety ofmethods and makes assumptions that are mainly based on market conditions existing at the end of eachreporting period.

Financial liabilities

The convertible bond is valued as the sum of two components, a bond-floor component and an embeddedoption component. The bondfloor represents the value of the bond assuming that there were no borrowerconversion options or issuer redemption options granted on it. The embedded option componentrepresents the additional value of the conversion option granted to the borrower as well as the redemptionoption that the issuer holds.

The change in value of the convertible bond is taken to the consolidated statement of comprehensiveincome as a fair value adjustment on financial liability. The group uses a valuation model which usescertain assumptions as inputs, which are listed below:

2010 2009

ItemValue

Spot price (USD/ZAR) 0.36 0.31Strike price (USD/ZAR) 0.38 0.38Risk free rate (%) 0.78 1.97Volatility (%) 45 57

Gains and losses arising from changes in the fair value of the financial assets and liabilities at fair valuethrough profit or loss category are recognised in profit or loss in the period in which they arise.

Share based payment reserve

Share based payments are calculated at fair value at the date granted and recognised as an expense overthe vesting period. The group uses certain assumptions as inputs into the valuation model.

Refer to note 34 of the notes to the financial statements for the key assumptions used in the valuationmodel.

76

Page 79: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

3. Critical accounting estimates and judgements (continued)

Measurement of asset retirement obligation

The present value of the asset retirement obligation is calculated annually using the expected cash flowapproach that reflects a range of possible outcomes discounted at a credit adjusted risk-free interest rate.

Rehabilitation costs are expected when exploration, evaluation and development activities give rise to theneed for restoration. The costs include obligations relating to reclamation, waste site closure, plant closureand other costs associated with the restoration of the site. These estimates of the restoration obligationsare based on current technology and legal requirements and future costs. Any changes in the estimates areadjusted on a prospective basis. In determining the restoration obligations, the entity has assumed nosignificant changes will occur in the relevant South African legislation in relation to restoration of such minesin the future.

Refer to note 21 of the notes to the financial statements for the key assumptions used in determining theasset retirement obligation.

Mineral reserves

Mineral reserves are the basis of future cash flow estimates and unit-of-production depreciation anddepletion and amortisation calculations. Management uses estimates and assumptions in determining thereserves. These estimates and assumptions are continually evaluated based on historical experience andother factors, including expectations of future events that are believed to be reasonable under thecircumstance.

The group is required to determine and report on the Mineral Reserves in accordance with the JORC andSAMREC codes. Estimates of Mineral Reserves may change from year to year due to the change ineconomic assumptions used to estimate Ore Reserves and due to additional geological data becomingavailable during the course of operations. Changes in reported proven and probable reserves may affectthe group's financial results and position in a number of ways including the following:

Asset carrying values may be affected due to changes in estimated cash flows;

Depreciation and amortisation charges to profit or loss may change as these are calculated on the

units-of-production method, or where the useful economic lives of assets change;

Decommissioning site restoration and environmental provisions may change where changes in Ore

Reserves affect expectations about the timing or cost of these activities; and

The carrying value of deferred assets may change due to changes in estimates of the likely

recovery of the tax benefits.

The group recently announced that the resource upgrade has extended the mine life of its Modder Eastmine by five years out to 2022. Modder East's total life of mine is now 13 years.

Useful lives and residual values

The group depreciates its mining assets using the units-of-production method, based on proven andprobably mineral reserves. Plant and equipment is depreciated on a straight line basis over their estimateduseful lives, which do not exceed the estimated mine life. The calculation of the units-of-production rate ofdepreciation could be impacted to the extent that actual production is different from current forecastproduction based on proven and probable reserves. This would generally arise when there are significantchanges in any of the factors or assumptions used in estimating mineral reserves.

The estimation of the useful lives of assets is based on historic performance as well as expectations aboutfuture use. These methods require a significant degree of judgement to be applied by management. Theactual lives of these assets can vary depending on a variety of factors, including technological innovation,product life cycles and maintenance programmes.

77

Page 80: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

4. Segment information

Description of segments

Management has determined the operating segments based on the reports reviewed by the ExecutiveCommittee that are used to make strategic decisions.

The committee considers the business from both a functional and a geographic perspective and hasidentified three reportable segments: Corporate, which consists of Corporate and Administrative Activities;South African Operations, which consists of the extraction of and processing of gold ore into fine gold; andProjects, which consists of the exploration and feasibility of the group's properties.

The reported measure of assets and liabilities excludes inter-company assets and liabilities. Corporateassets consist mainly of cash and cash equivalents managed centrally for the other operating segments.

Segment information provided to the Executive Committee:

31 December 2010 31 December 2009

Corpo-rate*

A$ '000

SouthAfricanOpera-tions

A$ '000ProjectsA$ '000

ConsolidatedA$ '000

Corpo-rate*

A$ '000

SouthAfricanOpera-tions

A$ '000ProjectsA$ '000

ConsolidatedA$ '000

Segment revenueExternal customers - 89 326 - 89 326 - 7 041 - 7 041

Segment resultsProfit / (loss) (3 411) 23 306 (547) 19 348 (21 499) (9 031) (271) (30 801)Income taxes - - - (4 755) - - - 4 731

Total 14 593 (26 070)

Segment assets and liabilitiesTotal assets (3 031) 182 669 3 443 183 081 7 508 156 902 3 688 168 098Total liabilities (69 993) (23 147) (486) (93 626) (81 946) (13 140) (144) (95 230)

Net assets 89 455 72 868

* Corporate refers to Gold One's corporate offices in Australia and South Africa, South African Operationsrefer to Gold One's operating mines, Modder East and Sub Nigel, in South Africa and Projects refer tothe various exploration entities.

5. Cost of sales

Cost of sales includes the following amounts:

2010A$ '000

2009A$ '000

Employee costs (18 687) (1 489)Depreciation (14 165) (610)Consultants and contractors costs (6 276) (650)Utility costs (3 133) (245)

78

Page 81: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

6. General and administrative expenditure

Depreciation and amortisation (refer below) (275) (1 406)Audit fees (568) (369)Marketing expenses (36) (62)Listing fees (572) (114)Insurance (169) (49)Salaries and employee benefit expenses (3 117) (2 754)Share based payment (3 104) (3 451)Directors' remuneration (436) (186)Consultants and management services (6 821) (9 183)

(15 098) (17 574)

Depreciation and amortisation is made up as follows:Depreciation and amortisation (14 440) (5 649)Depreciation and amortisation classified as cost of sales 14 165 610Capitalised mine development assets - 3 633

(275) (1 406)

7. Other expenses

Operating lease expenses (176) (111)Impairment of assets (148) (273)Impairment of goodwill - (5 127)Gain on sale of assets 1 245Loss on investments - (862)Loss on foreign exchange transactions (681) -Other operating expenses (725) (1 268)

(1 729) (7 396)

8. Finance costs

Unwinding of discount on asset retirement obligation (256) (694)Bank interest (5) (27)Finance charges paid / payable on financial liabilities designated at fair value (5 823) (7 237)Other (74) -

(6 158) (7 958)

9. Income tax

The major components of the income tax expense are:

Current income taxCurrent income tax charge (4) (24)

Deferred income taxCurrent year (8 818) 4 755Prior year 948 -Deferred tax assets previously not recognised 3 119 -

(4 751) 4 755

Income tax in the consolidated statement of comprehensive income (4 755) 4 731

79

Page 82: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

9. Income tax (continued)

Income tax expense is attributable to:Profit / (loss) from continuing operations (4 755) 4 731

Numerical reconciliation of income tax to prima facie tax payable:Accounting profit / (loss) before tax 19 348 (30 801)

Tax at the applicable tax rate of 28% (2009: 30% - Australian tax rate) (5 418) 9 240Exploration and development expense (89) (231)Share based payments (654) (1 035)Legal fees (320) (489)Loss on foreign exchange transactions (191) -Bad debts - (51)Investment impairment (42) (2 600)Overseas travel (43) (162)Consulting and management fees (1 461) (1 199)Recoupment interest on convertible bond (12) (128)Tax rate differential (1 516) 67Sundry items (321) (209)Deferred tax assets not previously recognised 4 364 1 528Prior year adjustment - deferred tax 948 -

Total (charge) / credit (4 755) 4 731

Amounts arising in the current reporting period and recogniseddirectly in equity and not in profit or loss:Aggregated current tax - -Aggregated deferred tax - -

- -

Tax lossesUnused tax losses for which no deferred tax asset has been recognised: 4 882 8 406

Potential tax benefit at 28% (2009: 30%) 1 367 2 522

Unrecognised temporary differencesUnrecognised deferred tax assets relating to temporary differences 2 593 1 140

10. Other comprehensive incomeGrossA$ '000

TaxA$ '000

NetA$ '000

2010Exchange differences on translating foreign operations Exchange differences arising during the year (1 600) - (1 600)

2009Exchange differences on translating foreign operations Exchange differences arising during the year (6 993) - (6 993)

80

Page 83: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

11. Cash and cash equivalents

Restricted cash* 1 316 -Short-term deposits 2 788 10 607Cash on hand 397 652

4 501 11 259

* Restricted cash at 31 December 2010 refers to cash balances in lieu of guarantees provided as detailedin note 29 and funds in the New Kleinfontein Rehabilitation Trust.

12. Trade and other receivables

Trade receivables 3 798 6 714Prepayments 58 25GST / VAT 1 663 14Taxation receivable - 220Funds in trust* 3 951 4 009

9 470 10 982

Trade and other receivables are non-interest bearing and generally settled on 30 days terms.

* Funds in trust refers to an ongoing dispute with Grinaker-LTA Mining. In the event of an unfavourableoutcome in the arbitration process, the settlement amount will be transferred to the claimant. The fundshave been deposited in a solicitor's trust account until such time the arbitration process is complete andthe dispute is resolved. Refer to note 30 for more details on the Grinaker-LTA Mining dispute.

Fair value and credit risk

Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fairvalue. The maximum exposure to credit risk is the fair value of receivables. Collateral is not held assecurity, nor is it the group's policy to transfer (on-sell) receivables to special purpose entities.

Allowance for impairment loss

No impairment loss has been recognised as no amounts are past due and all amounts are expected to becollected in full.

Ageing analysis

At 31 December 2010, all trade and other receivable were current (2009: current).

81

Page 84: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

13. Inventories

Spares and consumables 2 313 2 244

Inventories are carried at cost.

14. Receivables

Security deposit - Lease rental 18 18

Fair value

Due to the nature of the receivables their carrying value is assumed to approximate their fair value.

Impairment

Receivables classified as non-current are not impaired.

Risk exposure

Information about the group's exposure to credit risk, foreign exchange and interest rate risk is provided innote 2. The maximum exposure to credit risk at the reporting date is the carrying amount of each class ofreceivables mentioned above.

15. Held-to-maturity investments

Held to maturity investmentsBalance at beginning of the year 1 293 1 147Investment income net of transaction costs 97 27Contributions 148 150Translation adjustments (20) (31)

1 518 1 293

The group invested in a Guardrisk policy to enable it to furnish a guarantee to the Department of MineralResources as a financial provision for future rehabilitation expenditure on Modder East. Premiums are paidin accordance with the policy. An initial premium in advance of A$ 1 million was made during the 2007financial year and was followed by 3 annual premiums of A$ 144,451 in 2008, A$ 150,100 in 2009 andA$ 147,900 in 2010. Guardrisk will invest the funds in a money market investment and has furnished aguarantee of A$ 3 million to the Department of Mineral Resources. The group earns investment income ona credit balance and the policy will mature after 3 years after which the balance on the account will berefunded to the group. Any claim for rehabilitation will be paid by Guardrisk. Claims in excess of the fundbalance are owed to Guardrisk and carry interest at the prime lending rate.

The initial policy expired on 30 September 2010 and was subsequently renewed for a further period of threeyears to 30 September 2013 on the same terms and conditions save for the initial premium ofA$ 1.523 million (inclusive of the refund on the initial policy of A$ 1.375 million) followed by another twopremiums of A$ 147,900 each in subsequent years.

82

Page 85: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

16. Property, plant and equipment

2010 2009

CostA$ '000

Accumu-lated

depreciationA$ '000

Carrying value

A$ '000Cost

A$ '000

Accumu-lated

depreciationA$ '000

Carrying value

A$ '000

Mine developmentcosts and plantfacilities 125 228 (10 171) 115 057 103 254 (704) 102 550Undevelopedproperties 16 365 (23) 16 342 16 748 - 16 748Other plant andequipment 38 583 (9 809) 28 774 27 884 (4 859) 23 025

Total 180 176 (20 003) 160 173 147 886 (5 563) 142 323

Reconciliation of property, plant and equipment - 2010

Net carryingamount at

thebeginning of

the yearA$ '000

AdditionsA$ '000

DisposalsA$ '000

Foreign currency

translation reserveA$ '000

DepreciationA$ '000

Net carryingamount atthe end ofthe yearA$ '000

Mine developmentcosts and plantfacilities 102 550 23 062 - (1 088) (9 467) 115 057Undevelopedproperties 16 748 - - (383) (23) 16 342Other plant andequipment 23 025 11 249 (3) (547) (4 950) 28 774

142 323 34 311 (3) (2 018) (14 440) 160 173

Reconciliation of property, plant and equipment - 2009

Net carryingamount at

thebeginning of

the yearA$ '000

AdditionsA$ '000

Foreign currency

translation reserveA$ '000

DepreciationA$ '000

Net carryingamount atthe end ofthe yearA$ '000

Mine development costs and plantfacilities 69 898 35 689 (2 333) (704) 102 550Undeveloped properties 17 073 - (325) - 16 748Other plant and equipment 12 567 15 642 (239) (4 945) 23 025

99 538 51 331 (2 897) (5 649) 142 323

83

Page 86: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

17. Deferred tax assets / liabilities

Deferred tax assets

The balance comprises temporary differences attributable to:Tax losses 1 095 -Employee benefits 385 196Property, plant and equipment 8 281 4 391

9 761 4 587

OtherAsset retirement obligation 1 111 617Future rental provision - 21

Sub-total other 1 111 638

Total deferred tax assets 10 872 5 225

Set-off of deferred tax liabilities pursuant to set-off provisions (6 070) (5 225)

Net deferred tax assets 4 802 -

Deferred tax assets expected to be recovered within 12 months 3 691 -Deferred tax assets expected to be recovered after 12 months 1 111 -

4 802 -

Movement in deferred tax assets

Tax losses 1 095 -Property, plant and equipment 3 890 4 391Employee benefits 189 196Asset retirement obligation 494 617Future rental provision (21) 21

5 647 5 225

Deferred tax liabilities

The balance comprises temporary differences attributable to:Property, plant and equipment 10 937 470

10 937 470

OtherAcquisition of subsidiary 4 686 4 755

Sub-total other 4 686 4 755

Total deferred tax liabilities 15 623 5 225

Set-off of deferred tax liabilities pursuant to set-off provisions (6 070) (5 225)

Net deferred tax liabilities 9 553 -

84

Page 87: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

17. Deferred tax assets / liabilities (continued)

Deferred tax liabilities expected to be settled within 12 months 5 428 -Deferred tax liabilities expected to be settled after more than 12 months 4 125 -

9 553 -

Movement in deferred tax liability

Property,plant and equipment 10 467 470Acquisition of subsidiary (69) 4 755

10 398 5 225

18. Trade payables

Trade payables 12 181 10 340

Fair value

These payables are short term by nature and their carrying value is deemed to approximate their fair value.

19. Accruals

Employee related payables 2 031 1 176Other payables - 421

2 031 1 597

Accruals are non-interest bearing and generally settled on 30-day terms.

20. Financial liabilities designated at fair value

Financial liabilities consist of convertible bonds classified as financial liabilities at fair value through profit orloss.

Fair value of convertible bonds 66 593 80 293

Non-current liabilities at the end of the yearConvertible bonds 66 593 -Current liabilities at the end of the yearConvertible bonds - 80 293

Reconciliation of convertible bondsOpening balance 80 293 93 846Fair value adjustment (ZAR denominated bonds) - 7 818

Convertible bonds value before cancellation 80 293 101 664Convertible bonds cancelled - (101 664)Re-issued bonds in US$ - 101 664Interest accrued on bonds 254 339Repurchase of bonds (4 695) (13 481)Fair value adjustments (US$ denominated bonds) (9 259) (8 229)

66 593 80 293

85

Page 88: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

20. Financial liabilities designated at fair value (continued)

In 2007, 600 8.5% convertible bonds were issued by Aflease Gold Limited at a nominal value of R1 millionper bond. As a result of the reverse acquisition arrangement in 2009 whereby Aflease Gold Limited wasacquired by Gold One, the original bonds issued were replaced on 25 May 2009 with 600 8.5% convertiblebonds at a total nominal value of US$ 71.598 million. The bonds mature in December 2012, 5 years fromthe original issue date at the redemption value of 109.6% of the nominal value unless converted into thegroup's ordinary shares at the holder's option, at any time during the conversion period. All or some of thebonds can be converted at a fixed rate of 314,026 shares per bond.

At any time on or after 12 December 2009 the group may redeem all, but not some only, of the bonds forthe time being outstanding at their accreted principal amount, which represents on the relevant date a grossyield to maturity identical to that applicable in the case of redemption on the maturity date, together withinterest accrued to the date fixed for redemption. This option is exercisable only if the market value of theordinary shares has accreted by more than 150% of the conversion price. 99 bonds have been repurchasedto date after the bondholders had approved a partial buyback.

In addition, the group has the option to redeem all the bonds, and not some only, at any time, at theiraccreted principal amount together with interest accrued to the date fixed for redemption, if 85% or more ofthe originally issued bonds have been exercised and / or purchased and cancelled.

The bondholders had the option to put the bonds to the group at the accreted principal plus accrued intereston 12 December 2010, being the third anniversary of the closing date. The bondholders elected not toexercise their put option, and as a result the liability was reclassified as non-current with a maturity date of12 December 2012. The terms and conditions of the bonds remain unchanged.

The following debt covenants apply to the convertible bonds:

Gold One may not create or allow any additional indebtedness relating to the Modder East project;

Gold One may not create or allow any additional indebtedness relating to any other project unless

such indebtedness complies with the applicable earnings restriction and debt / equity ratio;

Gold One is not permitted to sell or dispose of any key assets without the consent of the

bondholders; and

Gold One is not permitted to sell any other assets other than on arms length and commercially

reasonable terms.

The accreted principal value of the bonds is US$ 62.877 million at 13 December 2010(2009: US$ 66.426 million). The maximum undiscounted contractual amount for which the bondholderscould call the bonds at the maturity date is US$ 65.511 million and the fair value, as provided by externalvaluators, of the convertible bonds at 31 December 2010 is US$ 68.098 million (2009: US$ 72.292 million).

86

Page 89: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

21. Provisions

Asset retirement and rehabilitation obligationBalance at beginning of the year 3 021 2 352Charged to profit or loss 36 45Unwinding of discount on asset retirement obligation 256 694Effect of translation to presentation currency (45) (70)

3 268 3 021

Rehabilitation costs are expected when exploration, evaluation and development activities give rise to theneed for restoration. The costs include obligations relating to reclamation, waste site closure, plant closureand other costs associated with the restoration of the site. These estimates of the restoration obligation arebased on current technology and legal requirements and future costs. Any changes in the estimates areadjusted on a prospective basis. In determining the restoration obligation, the entity has assumed nosignificant changes will occur in the relevant Australian and South African legislation in relation torestoration of such mines in the future.

Key assumptions used in estimating the asset retirement and rehabilitation obligations were as follows:

Discount rates %7.890 %9.070Escalation rates (percentage per annum) %6 %6Expected closure date of mines 2022 2017

The group invested in a Guardrisk policy to enable it to furnish a guarantee to the Department of MineralResources as a financial provision for future rehabilitation expenditure on Modder East. In addition arehabilitation trust has been set up as a sinking fund for the purposes of the asset retirement andenvironmental rehabilitation of the New Kleinfontein / Turnbridge project. The trust deed prohibits use ofthe funds for any other purpose.

22. Contributed equity

IssuedOrdinary shares (see below) 130 782 130 215

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

87

Page 90: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

22. Contributed equity (continued)

Movement in ordinary shares on issue

Consoli-dated

A$

Consoli-dated

number ofshares

At 1 January 2009 66 178 767 556 151 869Issued prior to the scheme of arrangement 21 032 068 101 565 915Issued on exercise of options prior to the scheme of arrangement 282 646 2 800 000Transaction costs prior to the scheme of arrangement (23 067) -

Balance before reverse acquisition 87 470 414 660 517 784Elimination of existing legal acquiree shares - (660 517 784)Shares of legal acquirer at acquisition date - 24 151 232Issue of shares on acquisition 7 355 387 660 517 784

Balance after reverse acquisition 94 825 801 684 669 016Issued on 2 June 2009 for cash on exercise of listed options 43 60Issued on 9 July 2009 for cash under a share placement 10 577 280 33 600 000Transaction costs on share issue (541 163) -Issued on 9 July 2009 in respect of the Tulo acquisition 73 677 230 240Issued on 24 August 2009 for cash on exercise of unlisted options 13 797 67 500Issued on 31 August 2009 for cash under a share placement 25 401 209 80 689 990Transaction costs on share issue (1 311 506) -Issued on 4 September 2009 for cash under a share placement 1 797 511 5 710 010Transaction costs on share issue (126 046) -Transaction costs incurred in RSA (495 189) -

At 31 December 2009 130 215 414 804 966 816Issued on 11 January 2010 in respect of the Tulo acquisition 73 300 220 357Transaction costs on share issue (123) -Issued on 25 January 2010 for cash on exercise of share options 16 473 52 225Issued on 27 January 2010 1 -Transaction costs on share issue (123) -Issued on 11 March 2010 for cash on exercise of share options 277 542Transaction costs on share issue (126) -Issued on 6 May 2010 for cash on exercise of share options 46 585 207 895Transaction costs on share issue (126) -Issued on 10 May 2010 for cash on exercise of share options 102 275 300 000Transaction costs on share issue (126) -Issued on 17 May 2010 for cash on exercise of share options 29 659 147 150Transaction costs on share issue (126) -Issued on 6 July 2010 in respect of the Tulo acquisition 75 200 267 550Transaction cost on share issue (130) -Issued on 14 July 2010 for cash on exercise of share options 21 481 105 798Transaction cost on share issue (127) -Issued on 27 October 2010 for cash on exercise of share options 13 360 39 334Transaction cost on share issue (657) -Issued on 25 November 2010 - share option exercise 189 601 568 320Transaction cost on share issue (122) -

At 31 December 2010 130 781 840 806 875 987

88

Page 91: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

22. Contributed equity (continued)

Terms and conditions of contributed equity

Ordinary fully paid shares have the right to receive dividends as declared, and in the event of winding up thecompany, to participate in the proceeds from the sale of all surplus assets in proportion to the number ofand amounts paid up on shares held.

Unlisted share options

At the reporting date there were 81,996,491 (2009: 53,607,549) unlisted options issued by the group, whichentitle the option holder, subject to the terms and conditions of the options, one ordinary fully paid sharesfor each option held.

Listed share options

At the reporting date there were 6,561,956 (2009: 6,562,498) listed options outstanding for the group, whichentitle the option holder subject to the terms and conditions of the options, one ordinary fully paid share foreach option held. The exercise price is 50 cents, with no vesting period and they expire after 5 years on12 December 2012.

Capital management

When managing capital, management's objectives is to ensure the entity continues as a going concern andmaintain a capital structure that ensure the lowest cost of capital available to the entity. As the market isconstantly changing, management may change the amount of dividends to be paid to shareholders, returncapital to shareholders, issue new shares or sell assets to reduce debt. The group is not subject toexternally imposed capital requirements.

23. Retained earnings and reserves

Reserves

2010A$ '000

2009A$ '000

Share option reserve 9 515 6 488Foreign currency translation reserve (11 816) (10 216)

(2 301) (3 728)

Movements

Share option reserveOpening balance 6 488 3 037Share options exercised (77) -Employee share plan expense 3 104 3 451

Closing balance 9 515 6 488

89

Page 92: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

23. Retained earnings and reserves (continued)

Foreign currency translation reserveOpening balance (10 216) (3 223)Currency translation differences arising during the year (1 600) (6 993)

Closing balance (11 816) (10 216)

Retained earnings / (Accumulated loss)Opening balance (53 619) (27 549)Profit / (loss) for the year 14 593 (26 070)

(39 026) (53 619)

Nature and purpose of reserves

Share option reserve

The unlisted share option reserve is used to record the value of share based payments provided toemployees and consultants, as part of the remuneration for their services. The listed share option reserve isused to record the value of options issued to parties through the raising of capital.

Foreign currency translation reserve

Exchange differences arising on translation of foreign controlled entities are recognised in the consolidatedstatement of comprehensive income and accumulated as reserves within equity.

24. Dividends paid and proposed

During the financial year, no amount has been paid or declared by the consolidated entity by way of adividend.

25. Earnings per share

Earnings / (loss) per share (A$):Basic and diluted 0.02 (0.04)

Calculated based on:Basic and diluted weighted average number of ordinary shares 806 875 987 645 254 632Basic and diluted earnings / (loss) attributable to members ofthe parent (A$ '000) 14 593 (26 070)

For the years ended 31 December 2010 and 2009, there were no differences in the weighted-averagenumber of ordinary shares used for basic and diluted earnings per share as the effect of all potentiallydilutive ordinary shares outstanding was anti-dilutive. As at 31 December 2010, there were 179.039 million(2009: 219.258 million) share options and convertible bonds outstanding that could potentially have adilutive impact in the future but were anti-dilutive in 2010 and 2009.

90

Page 93: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

26. Auditors' remuneration

During the year the following fees were paid or payable for services provided by the auditor of the group, itsrelated practices and non-related audit firms:

2010A$

2009A$

(a) PricewaterhouseCoopers AustraliaAudit and assurance services 181 395 162 337Tax compliance services 4 200 218 526

Total remuneration for audit and assurance services 185 595 380 863

(b) Related practices of PricewaterhouseCoopers Australia

PricewaterhouseCoopers South AfricaAudit and assurance services 284 727 188 419Due diligence services 89 032 360 211Tax compliance services 67 343 34 136International tax and consulting services 12 250 -Other services 858 -

454 210 582 766

(c) Other audit firms

(i) Ernst and Young AustraliaAudit and assurance services 6 180 7 084Tax compliance services 25 450 -Other services - 1 545

31 630 8 629

(ii) KPMG South AfricaOther services 19 383 -

(iii) Deloitte & Touche South AfricaDue diligence services 19 289 -

91

Page 94: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

27. Reconciliation of profit after income tax to net cash inflow / (outflow)from operating activities

Profit / (loss) for the year 14 593 (26 070)Adjustments for:Depreciation and amortisation 14 440 5 649Fair value adjustments (9 259) 411Share based payment expense 3 104 3 451Loss / (gain) on foreign transactions 681 (88)Loss on investments - 1 320Increase in asset retirement obligation 292 725Loss on disposal of assets 11 -Impairment of assets and goodwill 148 5 226Changes in operating assets and liabilities:Increase in inventories (102) (2 200)(Increase) / decrease in trade and other receivables (293) 2 179Increase / (decrease) in trade payables and accruals 2 374 (3 539)Increase in deferred tax assets (4 802) -Increase in income taxes receivable (90) (123)Increase / (decrease) in deferred tax liabilities 9 553 (4 755)

Net cash inflow / (outflow) from operating activities 30 650 (17 814)

28. Income taxes paid

Balance at beginning of the year 199 77Current tax for the year recognised in profit or loss (4) (24)Foreign currency translation adjustment (3) (1)Balance at end of the year (286) (199)

Income taxes paid (94) (147)

29. Commitments

In order to maintain rights of tenure on mining and exploration tenements, the group is required to outlaycertain annual expenditures.

Guarantees, capital and operating lease commitmentsGuarantees 1 167 1 174Capital commitments 6 035 1 506Operating lease commitments 1 373 583

8 575 3 263

GuaranteesDepartment of Mineral Resources 212 204Eskom 955 970

1 167 1 174

92

Page 95: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

29. Commitments (continued)

The guarantees relate to performance bank and insurance guarantees to the Department of MineralResources for environmental rehabilitation, as well as performance guarantees to Eskom for energy.

Capital commitments

The capital commitments relate to capital expenditure commitments contracted for the 2011 financialreporting period. Capital commitments will be funded out of the group's own funds.

Operating leases

The future aggregate minimum lease payment under non-cancelableoperating leases are:

2010A$ '000

2009A$ '000

- within one year 470 102 - in second to fifth year inclusive 454 343 - later than five years 449 138

1 373 583

The operating lease commitments relate to the leases for the farm Cloverfield, Parktown offices andAustralian offices. No contingent rent is payable.

30. Contingencies

Termination agreements

The economic entity has contingent liabilities in respect of termination benefits which may arise pursuant toservice agreements entered into with executives and employees who take part in the management of theeconomic entity. The maximum amount of the contingent liability is dependent upon the circumstances inwhich the employment is terminated. Accordingly no provision has been made in the accounts as noexecutive has been terminated. The termination liability as at 31 December 2010 for executives isA$ 3.304 million (2009: A$ 2.158 million). The details of executive employee contracts are provided innote 15 of the Directors' Report.

Grinaker-LTA Mining

At the beginning of August 2009, a dispute was declared between New Kleinfontein Goldmine (Proprietary)Limited ("NKGM"), a wholly-owned subsidiary of Gold One, and Grinaker-LTA Mining Contracting, abusiness unit of Aveng (Africa) Limited ("Grinaker"), regarding a claim by Grinaker for payment of the sumof A$ 3.951 million under the Contract Works Agreement for the sinking of the vertical shaft at ModderEast. This is the restricted cash balance referred to in note 11 at 31 December 2009 and the funds in trustbalance referred to in note 12 at 31 December 2010.

The dispute was referred to arbitration in August 2009 on the basis that Grinaker completes the sinking ofthe vertical shaft and NKGM pays the sum of A$ 3.951 million into trust pending the arbitrator's ruling.NKGM duly paid the sum of A$ 3.951 million into trust and Grinaker has in the interim completed the sinkingof the vertical shaft, the erection of the headgear and the commissioning of the winder.

Furthermore, Grinaker is claiming an additional A$ 2.000 million over and above the amount held in thetrust bringing the total claim to A$ 5.951 million. Gold One is disputing the full amount of the claim.

93

Page 96: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

30. Contingencies (continued)

NKGM contends that:

The contract was for a fixed price, plus escalation in accordance with the contract price adjustment

formula and agreed variations;

Grinaker was unable to achieve the sinking rate as per the construction program and as a

consequence was not able to complete the shaft within the prescribed period; and

The additional costs incurred by Grinaker as a result of it not completing the shaft within the

prescribed period are for its own account.

NKGM does not admit being indebted to Grinaker in the sum of A$ 3.951 million. In addition, theA$ 3.951 million was not paid into trust as a tender or admission of liability, but solely in terms of thearbitrator's directive.

The arbitration is ongoing and no date has been fixed for a hearing. In the event of an unfavourableoutcome in the arbitration process, the funds in trust of the group will reduce by a settlement amount to bedetermined by the arbitration process, and any remaining funds transferred to cash on hand.

31. Related parties

RelationshipsDirectors Refer to Directors' ReportUltimate holding company Gold One International LimitedSubsidiaries Gold One Africa Limited

Twin Hills Operations Pty LimitedAustralian Silicon Operations Pty LimitedGold One Mozambique LdaEtendeka Prospecting and Mining Company (Proprietary) LimitedNew Kleinfontein Mining Company LimitedNew Kleinfontein Goldmine (Proprietary) LimitedNew Kleinfontein Gold Claims (Proprietary) LimitedNew Kleinfontein Rehabilitation TrustGold One International Limited Share Incentive Scheme

Travel costs of A$ 29,611 (2009: nil) were reimbursed by Uranium One Incorporated, of whichM K Wheatley was a director. Rates were based on arms length transactions and no amount wasoutstanding at 31 December 2010.

Travel costs of A$ 3,741 (2009: nil) were reimbursed to Norton Gold Fields, of which M K Wheatley is adirector. Rates were based on arms length transactions and no amount was outstanding at31 December 2010.

Travel for the chairman on company business is co-ordinated with his other directorships, where schedulesallow. This allows the expenses to be shared by those companies and results in cost savings for Gold One.

Transactions between related parties are on normal commercial terms and conditions no more favourablethan those available to other parties unless otherwise stated.

94

Page 97: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

32. Business combination

Summary of acquisition

Gold One (formerly BMA Gold Limited) acquired 100% of the issued shares of Gold One Africa Limited("Gold One Africa") and its subsidiaries on 25 May 2009. In accordance with AASB 3 BusinessCombinations, this acquisition was determined to be a "reverse acquisition". In a reverse acquisition, thelegal acquirer, Gold One, becomes the accounting subsidiary and the legal acquiree, Gold One Africa,becomes the accounting acquirer.

The fair value of the shares issued in consideration is A$ 7.335 million and was determined based on thefair value of Aflease Gold Limited's equity at transaction date.

Gold One issued 660,517,784 ordinary shares to acquire Gold One Africa and it's subsidiaries to the valueof A$ 290.628 million.

Pre-acquisition carrying amounts were determined based on applicable AASBs immediately before theacquisition.

Purchase consideration

Details of the fair value of the assets and liabilities acquired and goodwill are as follows:

Fair value of assets and liabilities acquired and goodwill: A$ '000Purchase consideration 7 355Fair value of assets acquired (2 295)

Goodwill 5 060

The goodwill is attributable to the acquired Twin Hills assets in Australia. The goodwill was fully impaired in2009.

Net identifiable assets and liabilities

Pre-acquisition

carryingamountsA$ '000

Fair valueadjustments

A$ '000

Recognised values on

acquisitionA$ '000

Cash 388 - 388Property, plant and equipment 223 642 865Exploration, evaluation and development 1 500 (500) 1 000Deferred taxation - 42 42

2 111 184 2 295

The consolidated financial statements of Gold One have been prepared as a continuation of theconsolidated financial statements of Gold One Africa. Gold One Africa, as the accounting acquirer, hasconsolidated Gold One from 25 May 2009.

95

Page 98: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

33. Key management personnel disclosures

This report presents the compensation for key management personnel of Gold One.

Executive Directors

2010

Short-termsalary and / or

feesA$

Cash bonusA$

Share basedpayments

Equity options

A$Total

A$

N J Froneman - Chief Executive Officer 550 000 178 680 411 321 1 140 001C D Chadwick - Chief Financial Officer 253 129 101 103 166 079 520 311

803 129 279 783 577 400 1 660 312

2009N J Froneman - Chief Executive Officer 363 275 148 027 159 563 670 865C D Chadwick - Chief Financial Officer 257 320 46 374 68 013 371 707

620 595 194 401 227 576 1 042 572

Non-executive Directors

2010

Short-termsalary and /

or feesA$

Cash bonusA$

Postemployment

Super-annuation

A$

Share basedpayments

Equity options

A$Total

A$

M K Wheatley - Chairman 219 266 - 10 734 123 782 353 782B E Davison 60 000 - - 111 774 171 774K V Dicks 60 000 - - 112 298 172 298W B Harris 60 000 - - 111 774 171 774S Swana 60 000 - - 112 298 172 298K J Winters 80 000 - - 121 149 201 149

539 266 - 10 734 693 075 1 243 075

2009M K Wheatley - Chairman* 276 223 50 000 2 984 204 566 533 773B E Davison 11 824 - - 43 778 55 602K V Dicks 17 639 - - 65 656 83 295W B Harris 11 824 - - 43 778 55 602S Swana 17 273 - - 65 656 82 929K J Winters* 73 889 - - 107 294 181 183W M O'Keeffe - - - 12 457 12 457

408 672 50 000 2 984 543 185 1 004 841

* Termination payments of A$ 200,000 and A$ 50,000 respectively made to M K Wheatley andK J Winters as executives of the former BMA Gold during the 31 December 2009 financial year.

There were no other termination benefits paid to executives or key management personnel during thefinancial year ended 31 December 2010.

96

Page 99: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

33. Key management personnel disclosures (continued)

Other key management personnel

2010

Short-termsalary and / or

feesA$

Cash bonusA$

Share basedpayments

Equity options

A$Total

A$

I J Marais 268 020 107 208 168 672 543 900S J M Caddy 268 020 42 883 129 624 440 527R A Stewart 174 939 22 782 147 453 345 174P B Kruger - Company secretary 178 179 51 595 106 938 336 712

889 158 224 468 552 687 1 666 313

2009I J Marais 272 456 81 692 111 377 465 525S J M Caddy 113 524 - 188 260 301 784P B Kruger - Company secretary 166 502 37 400 121 496 325 398

552 482 119 092 421 133 1 092 707

Total directors' and executives remuneration

Short-termsalary and /

or feesA$

Cash bonusA$

Postemployment

Super-annuation

A$

Share basedpayments

Equity options

A$Total

A$

2010 2 231 553 504 251 10 734 1 823 162 4 569 700

2009 1 581 749 363 493 2 984 1 191 894 3 140 120

97

Page 100: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

33. Key management personnel disclosures (continued)

Number of shares

The numbers of shares in the company held during the financial year by each director of Gold One andother key management personnel of the group, including their personally related parties, are set out below.There were no shares granted during the reporting period as compensation.

2010

Opening balance

Cancell-ed

shares

Sharesacquiredon openmarket

On exerciseof options

Granted aspart of remu-

nerationClosingbalance

Executive directorsN J Froneman 170 000 - - - - 170 000

Non-executive directorsM K Wheatley 392 500 - 120 000 - - 512 500B E Davison - - 200 000 300 000 - 500 000K V Dicks - - 175 000 - - 175 000W B Harris - - 200 000 - - 200 000S Swana 50 000 - - - - 50 000K J Winters 158 252 - 100 000 - - 258 252

Other key management personnelI J Marais 20 000 - - - - 20 000S J M Caddy - - 30 000 - - 30 000P B Kruger 5 000 - 14 500 - - 19 500

2009Executive directorsN J Froneman - - 170 000 - - 170 000

Non-executive directorsM K Wheatley 332 500 - 60 000 - - 392 500S Swana - - - 50 000 - 50 000K J Winters 158 252 - - - - 158 252

Other key management personnelI J Marais - - - 20 000 - 20 000P B Kruger - - 5 000 - - 5 000

98

Page 101: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

33. Key management personnel disclosures (continued)

Number of options

The number of options over ordinary shares in the company held during the financial year by each directorof Gold One and other key management personnel of the group, including their personally related parties,are set out below.

2010

Openingbalance

Granted aspart ofremu-

neration

Scheme ofarrange-

ment*Net change

otherClosingbalance

Vested and exercisable at 31 December2010 2009

Executive directorsN J Froneman 6 877 743 5 000 000 - - 11 877 743 4 524 803 1 508 268C D Chadwick 3 740 645 1 800 000 - - 5 540 645 2 248 109 749 370

Non-executive directorsM K Wheatley 2 381 000 1 800 000 - - 4 181 000 2 181 000 1 400 000B E Davison 450 000 1 800 000 - (300 000) 1 950 000 - 150 000K V Dicks 890 171 1 800 000 - - 2 690 171 806 836 83 333W B Harris 450 000 1 800 000 - - 2 250 000 300 000 150 000S Swana 890 171 1 800 000 - - 2 690 171 806 836 200 833K J Winters 1 198 501 1 800 000 - (400) 2 998 101 1 048 101 500 000

Other key management personnelI J Marais 4 654 566 1 800 000 - - 6 454 566 3 085 941 1 028 646S J M Caddy 1 067 000 1 000 000 - - 2 067 000 711 334 355 667R A Stewart 650 866 2 187 357 - - 2 838 223 376 289 6 052 735P B Kruger 2 817 977 1 478 000 - - 4 295 977 1 817 466 563 043

17 935 816 options (including 29 101 listed options) vested at 31 December 2010.

2009

Opening balance^

Granted aspart ofremu-

neration

Scheme ofarrange-

ment*Net change

otherClosing balance

Vested and exercisable at 31 December2009 2008

Executive directorsN J Froneman 6 877 743 - 6 877 743 (6 877 743) 6 877 743 1 508 268 1 508 268C D Chadwick 3 740 645 - 3 740 645 (3 740 645) 3 740 645 749 370 749 370

Non-executive directorsM K Wheatley** - 1 500 000 17 620 000 (16 739 000) 2 381 000 1 400 000 -B E Davison - 450 000 - - 450 000 150 000 -K V Dicks 640 171 250 000 640 171 (640 171) 890 171 83 333 -W B Harris - 450 000 - - 450 000 150 000 -S Swana 640 171 250 000 640 171 (640 171) 890 171 200 833 213 390K J Winters** - 800 000 7 962 007 (7 563 506) 1 198 501 500 000 -

Other key management personnelI J Marais 4 654 566 - 4 654 566 (4 654 566) 4 654 566 1 028 646 1 028 658S J M Caddy - 1 067 000 - - 1 067 000 355 667 -P B Kruger 2 339 977 478 000 2 339 977 (2 339 977) 2 817 977 563 043 499 600

^ Represents share options cancelled and replaced by Gold One share options.* Replacement options in Gold One were issued in lieu of options held by employees of Aflease and which

have been granted to these employees over a number of years as part of their employmentarrangements.

** Includes effect of 20 for 1 consolidation.

99

Page 102: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

33. Key management personnel disclosures (continued)

No key executive options were exercised during the year. Refer to note 34 for details on the valuation ofthe options, including models and assumptions. There were no alterations to the terms and conditions ofoptions granted as remuneration since their grant date. The elements of emoluments have beendetermined based on cost to the company. Key management personnel are those directly accountable andresponsible for the operational management and strategic direction of the company. Emoluments of keymanagement personnel (other than options) are related to the performance of the company.

34. Share based payment plans

Share options on issue to key management personnel and employees of the group at 31 December 2010:

Grant date

Expiry date

Exercise price

Openingbalance (share

options)

Granted during the

year Exercised

Replaced /expired /forfeited /modified

Closingbalance (share

options)11/12/2006 11/12/2011 R2.80 1 977 071 - - (204 263) 1 772 80814/09/2007 14/09/2012 R2.44 327 015 - - - 327 0153/10/2007 3/10/2012 R2.72 635 829 - - - 635 829

12/11/2007 12/11/2012 R3.13 1 067 000 - - - 1 067 00011/12/2007 11/12/2012 R2.79 1 184 675 - - (163 500) 1 021 17520/12/2007 20/12/2012 R2.62 500 000 - - - 500 00012/06/2008 12/06/2013 R2.01 9 063 615 - - (601 194) 8 462 42124/06/2008 24/06/2013 R2.04 7 247 770 - (39 734) (19 866) 7 188 1701/08/2008 1/08/2013 R2.25 578 200 - (163 500) - 414 700

25/09/2008 25/09/2013 R1.74 459 000 - (404 500) - 54 50023/10/2008 23/10/2013 R1.45 459 000 - - - 459 00011/12/2008 11/12/2013 R1.35 11 894 547 - (405 801) (125 164) 11 363 5825/01/2009 5/01/2014 R1.35 441 450 - - - 441 450

19/01/2009 19/01/2014 R1.35 82 546 - - - 82 5462/02/2009 2/02/2014 R1.35 293 377 - - - 293 3779/02/2009 9/02/2014 R1.35 203 558 - (67 853) - 135 705

16/02/2009 16/02/2014 R1.35 174 945 - - - 174 94524/02/2009 24/02/2014 R1.47 59 600 - - - 59 60023/04/2009 23/04/2014 R1.43 478 000 - - - 478 0004/05/2009 4/05/2014 R1.43 478 000 - - - 478 0006/05/2009 6/05/2014 R1.43 295 500 - - - 295 5006/10/2009 6/10/2014 R1.93 2 023 000 - - - 2 023 000

12/10/2009 12/10/2014 R1.93 1 310 000 - (39 334) (537 000) 733 66621/12/2009 21/12/2014 R2.12 6 695 924 - - (608 473) 6 087 45111/01/2010 11/01/2015 R2.16 - 650 000 - - 650 0005/03/2010 5/03/2015 R1.96 - 5 168 415 - (802 564) 4 365 851

20/05/2010 20/05/2015 R1.79 - 3 397 200 - - 3 397 20012/07/2010 12/07/2015 R1.77 - 414 700 - (59 600) 355 10030/09/2010 30/09/2015 R1.68 - 223 100 - - 223 1001/11/2010 1/11/2015 R2.02 - 478 000 - - 478 000

25/11/2010 25/11/2015 R2.35 - 4 374 300 - - 4 374 3003/10/2006 3/10/2011 A$6.10 125 000 - - - 125 000

12/03/2008 12/03/2013 A$1.00 1 375 000 - - - 1 375 00026/03/2008 26/03/2013 A$0.40 230 000 - - - 230 00011/07/2008 11/07/2013 A$0.40 10 000 - - - 10 00021/01/2009 21/01/2014 A$0.22 4 400 000 - (300 000) - 4 100 00020/05/2010 20/05/2015 A$0.27 - 17 600 000 - - 17 600 00030/11/2010 30/11/2015 A$0.31 - 163 500 - - 163 500

54 069 622 32 469 215 (1 420 722) (3 121 624) 81 996 491

100

Page 103: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

34. Share based payment plans (continued)

Share options have been granted as an incentive component in the remuneration arrangements for seniorexecutives and managers. The contractual life of each option granted is 3 to 5 years and the market priceof the options is set at the market price of the shares at the grant date. There are no cash settlementalternatives.

No option holder has any right under the options to participate in any other share issue of the companyunless the option holder exercises that option and becomes the holder of Gold One shares prior to therecord date for the issue of the shares. Share options held under the Aflease Group share option schemeswere cancelled and re-issued under Replacement Option Terms. Share options held under the BMA Goldshare option scheme were unaffected. New share options are issued under the Gold One InternationalLimited Share Incentive Scheme approved by shareholders on 26 August 2009.

Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 31 December 2010 wasA$ 0.179 per option (2009: A$ 0.149). The fair value at grant date is independently determined using aBinomial option pricing model that takes into account the exercise price, the term of the option, the impactof dilution, the share price at grant date and expected price volatility of the underlying share, the expecteddividend yield and the risk free interest rate for the terms of the option.

The expected volatility is based on an annualised standard deviation of daily return over the last 90consecutive days ("90-day volatility"). The volatilities used were estimated using share price data that wasindependently sourced.

The model inputs for the South African options granted during the year to 31 December included:

Share price at grant date: market price as quoted on the JSE;

Expected forfeiture and early exercise: 0%;

Expected volatility: between 34.8% and 92.1%;

Expected dividends: nil; and

Risk-free interest rate: between 7.0% and 9.3%.

The model inputs for the Australian option granted during the year to 31 December include:

Share price at grant date: market price as quoted on the ASX;

Expected forfeiture and early exercise: 0%;

Expected volatility: 66.9%;

Expected dividends: nil; and

Risk-free interest rate: 6.19%.

35. Events after the reporting period

Gold One, the ultimate holding entity of Megamine, recently announced the creation of a new medium-depth gold exploration and development entity, called Goliath Gold Mining Limited ("Goliath Gold"). This is aresult of a transaction with White Water Resources Limited, whereby Gold One will acquire a controllinginterest in White Water Resources through the sale of Megamine (a reverse acquisition), after which WhiteWater Resources will be named Goliath Gold.

Goliath Gold will focus on the development of Megamine. Both parties, Gold One and Goliath Gold, willenter into management contracts such that both parties benefit from the synergy of shared costs,management and technical expertise. The transaction is expected to conclude by the end of the thirdquarter of 2011, subject to terms and conditions.

In the opinion of the directors, no other matter or circumstance has arisen since 31 December 2010, otherthan those mentioned in section 8 of the Directors' Report.

101

Page 104: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Notes to the Financial Statementsfor the year ended 31 December 2010

2010 2009A$ '000 A$ '000

36. Parent entity financial information

The individual financial statements for the parent entity show the following aggregate amounts:

Statement of financial positionCurrent assets 452 86 263Total assets 395 268 392 738Current liabilities 3 300 81 987Total liabilities 66 593 81 987Shareholders' equityIssued capital 389 491 388 925ReservesShare based payment reserve 17 409 10 555Accumulated loss (81 525) (88 729)

325 375 310 751

Loss for the year 7 205 (22 347)

Total comprehensive loss 7 205 (22 347)

Guarantees entered into by the parent entity

No guarantees were entered into by the parent entity.

Contingent liabilities of the parent entity

There were no contingent liabilities for the parent entity for the year under review.

Contractual commitments for the acquisition of property, plant and equipment

No contractual commitments were entered into by the parent entity.

102

Page 105: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

Gold One International Limited

Directors' Declarationfor the year ended 31 December 2010

In the opinion of the directors of Gold One International Limited:

(a) The financial statements and notes, set out on pages 50 to 102, of the consolidated entity are inaccordance with the Corporations Act 2001, including:

(i) compliance with Accounting Standards, the Corporations Regulations 2001 and other mandatoryprofessional reporting requirements; and

(ii) giving a true and fair view of the consolidated entity's financial position as at 31 December 2010and of its performance for the financial year ended on that date;and

(b) There are reasonable grounds to believe that the company will be able to pay its debts as and when theybecome due and payable; and

(c) At the date of this declaration, there are reasonable grounds to believe that the members of the extendedclosed group identified in note 32 will be able to meet any obligations or liabilities to which they are, ormay become committed to.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards asissued by the International Accounting Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officerrequired by section 295A of the Corporations Act 2001.

This declaration is made in respect of Gold One International Limited and the entities it controlled during theyear, is made in accordance with a resolution of the directors.

On behalf of the Board

______________________________ _________________________________

Neal Froneman (Chief Executive Officer) Christopher Chadwick (Chief Financial Officer)

25 February 2011

Johannesburg, South Africa

103

murrayjoslin
neal
murrayjoslin
chris
Page 106: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

104

Page 107: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

105

Page 108: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

106

Shareholder InformationThe shareholder information set out below was applicable at 28 January 2011.

A. Distribution of Equity Securities

Holding Shares Quoted Options

1 – 1 000 2 712 817

1 001 – 5 000 2 477 367

5 001 – 10 000 1 035 62

10 001 – 100 000 2 053 93

100 000 and over 401 9

8 678 1 348

B. Equity Security Holders

Twenty Largest Quoted Equity Security HoldersThe names of the 20 largest holders of quoted equity securities are listed below:

Name

Ordinary Shares

Number of Shares Percentage of Issued Shares

National Nominees Limited 169 905 288 21.05%

Navada Trading (Proprietary) Limited 142 689 350 17.68%

HSBC Custody Nominees 63 359 716 7.85%

Citicorp Nominees (Proprietary) Limited 57 149 037 7.08%

JP Morgan Nominees Australia 35 044 756 4.34%

Titan Nominees (Proprietary) Limited 23 266 686 2.88%

The Bank Of New York Mellon Dr 15 561 820 1.93%

GFL Mining Services Limited 12 500 000 1.55%

T L P Investments Thirty (Proprietary) Limited 8 370 200 1.04%

Standard Financial Markets (Proprietary) Limited 8 013 441 0.99%

Witnigel Investments (Proprietary) Limited 6 248 500 0.77%

Stanlib Gold Precious Metals Funds 5 632 304 0.70%

HSBC Custody Nominees 5 365 079 0.66%

PSL Client Safe Custody Asset 4 888 996 0.61%

Mr Rory James Wordsworth Sweet 3 967 000 0.49%

JP Morgan Nominees Australia 3 829 479 0.47%

Adrian Carl Reynolds 2 800 000 0.35%

Apac Resources Capital Limited 2 654 801 0.33%

ABN Amro Clearing Sydney 2 531 993 0.31%

Six Sis Limited 2 508 350 0.31%

UBS Nominees (Proprietary) Limited 2 345 425 0.29%

578 632 221 71.69%

Unquoted Equity SecuritiesNumber on Issue Number of Holders

Options issued under the employee option plan 81 996 491* 69

* Number of unissued ordinary shares under the options. No person holds more than 20% of these securities.

Page 109: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

107

C. Substantial Holders

Substantial holders in the company are set out below.

Ordinary Shares

Name Number Held Percentage

National Nominees Limited 169 905 288 21.05%

Navada Trading (Proprietary) Limited 142 689 350 17.68%

HSBC Custody Nominees 63 359 716 7.85%

Citicorp Nominees (Proprietary) Limited 57 149 037 7.08%

D. Voting rights

The voting rights attaching to each class of equity securities are set out below.

(a) Ordinary sharesOn a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll shall have one vote.

(b) OptionsNo voting rights.

Page 110: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

108

Competent Person’s Statement

Competent Person

The information in this report that relates to exploration results, mineral resources or ore reserves is based on information compiled by Dr Richard Stewart, who has a doctorate in geology and who is a professional natural scientist registered with the South African Council for Natural Scientific Professions (“SACNASP”), membership number 400051/04. Dr Stewart is also a member of the Geological Society of South Africa (“GSSA”) and the vice president of geology for Gold One, with which he is a full-time employee. He has 10 years’ experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person for the purposes of both the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”) and the 2007 Edition of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“SAMREC Code”). Dr Stewart consents to the inclusion in this report of the matters based on information compiled by Gold One employees and it’s consultants in the form and context in which they appear. Further information on Gold One’s resource statement is available in the pre-listing statement of Gold One International Limited issued on 19 December 2008 and in the resource statements released by Gold One on the ASX Company Announcements Platform and the Stock Exchange News Service (SENS) on 11 October 2010 (Megamine), 7 December 2010 (Ventersburg) and 15 December 2010 (Modder East).

SAMREC And JORC Terminology

In addition, this report uses the terms ‘indicated resources’ and ‘inferred resources’ as defined in accordance with the SAMREC Code, prepared by the South African Mineral Resource Committee (“SAMREC”), under the auspices of the South African Institute of Mining and Metallurgy (“SAIMM”), effective March 2000 or as amended from time to time and where indicated in accordance with the Canadian National Instrument 43-101 – Standards for Disclosure for Mineral Projects. The terms ‘indicated resources’ and ‘inferred resources’ are also defined in the 2004 Edition of the JORC Code, prepared by the Joint Ore Reserves Committee (“JORC”) of the Australasian Institute of Mining and Metallurgy (“AusIMM”), the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (“MCA”). The use of these terms in this report is consistent with the definitions of both the SAMREC Code and the JORC Code.

A mineral reserve (or “ore reserve” in the JORC Code) is the economically mineable part of a measured or indicated resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate at the time of reporting that economic extraction can be justified. A mineral reserve includes diluting materials and allows for losses that may occur when the material is mined. A proved mineral reserve (or “proved ore reserve” in the JORC Code) is the economically mineable part of a measured resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. A probable mineral reserve (or “probable ore reserve” in the JORC Code) is the economically mineable part of an indicated mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit.

A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilised organic material in or on the earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm both geological and grade continuity. An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Page 111: CONTENTS Corporate Directory 2 Chief Executive Officer’s Report 4 Company Review 8 Directors’ Report 22 Auditor’s Independence Declaration 40 Corporate Governance Statement 41

109

An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited exploration and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of the mineral deposits in the measured and indicated resource categories will ever be converted into reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will be ever be upgraded to a higher category. Under South African and Australian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except under conditions noted in the SAMREC Code and the JORC Code, respectively.

Investors are cautioned not to assume that all or any part of an inferred resource exists or is economically or legally mineable. Exploration data is acquired by Gold One and its consultants under strict quality assurance and quality control protocols.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.


Recommended