Exemption Orders (Discretionary)

ANGLOGOLD LIMITED


2001 BCSECCOM 1169




ORDER UNDER SECTION 171 OF THE SECURITIES ACT, R.S.B.C. 1996, c. 418

ANGLOGOLD LIMITED

Background

[para 1]
In an order dated October 16, 2001 (Initial Order) the Executive Director exempted AngloGold Limited from:

1. the prospectus requirements of section 61 of the Act for its securities exchange take over bid (Exchange Offer) for all of the outstanding shares, including shares represented by American depositary shares (Normandy ADSs) of Normandy Mining Limited (Normandy);

2. the take over bid requirements of sections 105 to 110 of the Act for the Exchange Offer; and

3. the requirements of NI 43-101 Standards of Disclosure for Mineral Projects for the Exchange Offer.

[para 2]
AngloGold requires a variation of the Initial Order because it has changed its Exchange Offer and the Top-Up Facility (as defined in the Initial Order).

Representations

[para 3]
AngloGold represents that:

1. it has varied the terms of the Exchange Offer (Varied Exchange Offer) such that AngloGold:

(a) will offer cash consideration of A$0.20 per Normandy share in addition to the consideration previously offered under the Exchange Offer (residents of British Columbia will receive the equivalent cash consideration in United States dollars);

(b) has declared that the Exchange Offer is free of all conditions of acceptance;

(c) has accelerated the terms of settlement under the Exchange Offer such that holders of Normandy shares (including shares represented by Normandy ADSs), whose acceptance of the Exchange Offer is received by AngloGold: (i) prior to the close of business on December 17, 2001 (local time), will be provided with their consideration under the Exchange Offer on December 20, 2001, and (ii) thereafter, will be provided with their consideration under the Exchange Offer five business days after their acceptances are received by AngloGold; and

(d) has extended the expiry date of the Exchange Offer from December 14, 2001 to December 27, 2001;

2. except as noted above, all other terms and conditions of the Exchange Offer remain unaffected;

3. AngloGold has increased the maximum value of AngloGold Clearing House Electronic Subregister System depositary interests (AngloGold CDIs) which may be acquired by each holder of Normandy shares (including shares represented by Normandy ADSs) under the Top Up Facility from A$5,000 to A$7,500, provided that any holder of Normandy shares (including shares represented by Normandy ADSs) who wishes to participate in the Top Up Facility must complete the required documentation so that it is received on or before December 27, 2001 (Amended Top Up Facility);

4. holders of Normandy shares (including shares represented by Normandy ADSs) who, have their last address shown on the books of Normandy in British Columbia, will receive (a) all materials relating to the variation of the Exchange Offer that are sent to holders of Normandy shares (including shares represented by Normandy ADSs) in the United States and (b) wrap pages describing the terms of the Amended Top Up Facility; and

5. except as noted above, AngloGold confirms the representations in the Initial Order;

Order

[para 4]
Because it is not prejudicial to the public interest, the Executive Director orders that, under section 171 of the Act, all references in the Initial Order:

1. to the Exchange Offer shall mean the Varied Exchange Offer; and

2. to the Top Up Facility shall mean the Amended Top Up Facility.

[para 5]
DATED December 5, 2001.

Derek E. Patterson
Manager