Securities prospectus - Pearl Gold AG

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Currency data in US dollars is identified by placing “USD” before the corresponding amount.“,000” is used to express values in thousands of currency units.REMARKS ON THE GLOSSARYA glossary with the technical terms and abbreviations used is to be found in the last section ofthe Prospectus, before the Financial Information.48
GENERAL AND PARTICULAR INFORMATION ON THE SHARESVOTING RIGHTSEach share grants the bearer a vote at the Shareholders Meetings. There are no restrictions onvoting rights, except in those cases determined by law. The voting rights are not subject tolimitations. There are no differences in voting rights.DIVIDEND RIGHTS, OTHER PROPERTY RIGHTS, AND VOTING RIGHTSAll Company shares are fully participating for the entire current fiscal year 2012.The Shareholders Meeting, held once a year in the first eight months of the fiscal year, rulesupon the use of any net profits and, so, upon their full or partial distribution to the shareholders.The management board and supervisory board may recommend an allocation of profits, to whichShareholders Meeting is not bound.Individual shareholders have a right to payment of dividends only in the case of a correspondingresolution on allocation of profits by the Shareholders Meeting (for further details, see thesection “Share of Earnings and Dividend Policy”). Claims for dividends are subject to the legalstatute of limitation of three years, after which the Company can refuse payment.As the global share certificates that securitise the Company shares have been deposited withClearstream Banking <strong>AG</strong>, Mergenthalerallee 61, 65760 Eschborn, Germany (“Clearstream”),Clearstream will in the future automatically credit the respective custodian banks with thedividends due on the shares. The domestic custodian banks will make a correspondingcommitment to their clients. Shareholders whose shares are in safekeeping at foreign custodianbanks should seek information from these custodian banks on the procedure in force there.If the Company is dissolved, the shareholders have a right, in proportion to their shareholdings,to the surplus liquidity remaining after liabilities have been adjusted under § 271 AktG[Aktiengesetz (German Stock Corporation Act)]. Each share grants the right to an allocation of aportion of the new shares, issued in the course of future increases in share capital, correspondingto the proportion of shares in the existing share capital (pre-emption right). A pre-emption rightdoes not exist in the case of certain increases in share capital; in addition, it can also be excludedvia a resolution of the Shareholders Meeting and, if there is a corresponding authorisation by theShareholders Meeting, via a resolution of the management board, with approval by thesupervisory board (for further details, see the section “Information on the Capital of PEARLGOLD <strong>AG</strong> and Applicable Regulations – General Provisions for a Change in Share Capital”).49
Page 2 and 3: Prospectusof 14 September 2012for a
Page 6: BOARD OF MANAGEMENT 116SUPERVISORY
Page 9 and 10: extractable gold cannot appreciably
Page 11 and 12: following financial statements of P
Page 13 and 14: Mansa Moussa was issued 9,750,000 n
Page 15 and 16: financing 736.9 378.4Cash flow from
Page 17 and 18: auditors have pointed out that PEAR
Page 19 and 20: In summary, these are:Market-relate
Page 22 and 23: PEARL GOLD AG’s ability todistrib
Page 24 and 25: RISK FACTORSInterested persons shou
Page 26 and 27: weakening of consumer sentiment, ri
Page 28 and 29: The Company’s stated mineral rese
Page 30 and 31: Risks relating to the electrical po
Page 32 and 33: Wassoul’Or’s mining, processing
Page 34 and 35: levels and adverse publicity and/or
Page 36 and 37: This risk could have an adverse eff
Page 38 and 39: Emerging markets, such as Mali, in
Page 40 and 41: access to the capital markets and t
Page 42 and 43: investor assessments and changes in
Page 44 and 45: Activity”, “Operating and Finan
Page 46 and 47: percentages used in the text do not
Page 50 and 51: FORM AND SECURITISATION OF THE SHAR
Page 52 and 53: Deutsche Börse AG publishes order
Page 54 and 55: OPERATING AND FINANCIAL REVIEW (OFR
Page 56 and 57: These differing valuation bases lea
Page 58 and 59: PEARL GOLD AG Earnings Performance
Page 60 and 61: PEARL GOLD AG TOTAL ASSET PERFORMAN
Page 62 and 63: Total Assets Performance for the Fi
Page 64 and 65: the Wassoul’Or shares ceded and t
Page 66 and 67: The following is an explanatory ove
Page 68 and 69: eservesof which netaccumulated loss
Page 70 and 71: audited< 1 year 257.21 to 5 years 5
Page 72 and 73: MARKET ENVIRONMENT AND COMPETITIONT
Page 74 and 75: 750 75.0% 18585 58.5% 14416 41.6% 1
Page 76 and 77: will be profitable. The fact that t
Page 78 and 79: Cyanide leaching;Chlorine gas refin
Page 80 and 81: Iamgold Corporation (Canada). These
Page 82 and 83: PEARL GOLD AG is a German share Cor
Page 84 and 85: MATERIAL AGREEMENTSThe Company is a
Page 86 and 87: BUSINESS OF WASSOUL'OR S.A.OVERVIEW
Page 88 and 89: This share capital is divided into
Page 90 and 91: Members nominated by PEARL GOLD AG:
Page 92 and 93: analyses and reports, etc.) during
Page 94 and 95: Founder and principal owner of the
Page 96 and 97: the Kalana gold mine. With SODINAF
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Agreements entered into between Was
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ASSET TRANSFERArt. 25 of the "Conve
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GENERAL INFORMATION ON PEARL GOLD A
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"We note, without qualifying this a
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share capital to EUR 10,250,000.00,
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No authorisation has been granted t
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The Board of Management is authoris
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Under the German Stock Corporation
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With the exception of the 3% thresh
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Under German law, a shareholder gen
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Joint areas of responsibility Corpo
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In the current or the preceding fin
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Current composition of the Supervis
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KineticPartners(Switzerland) SA,Man
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strategic and economic advisor for
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SHAREHOLDERS MEETINGThe Shareholder
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Upon the listing on a stock exchang
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The Company entered into a loan agr
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MAIN FEATURES OF TAXATION IN GERMAN
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Exemption limit: The net interest e
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under the law, at any point in time
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(1) the foreign shareholder holds a
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Taxation of non-resident taxpayersI
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MAIN FEATURES OF TAXATION IN MALITh
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Standards)ISINOHADA(IASB).Internati
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Brecciated structuresCRMOreExplorat
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TonneMetric tonTPSTroy ounceOunceCy
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Table of ContentsPEARL GOLD AGPageS
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(this page has been intentionally l
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INCOME STATEMENT (IFRS)FOR THE PERI
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BALANCE SHEET (IFRS)AS AT 31 DECEMB
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STATEMENT OF CHANGES IN EQUITY (IFR
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NOTES (IFRS)FOR THE PERIOD FROM 1 J
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IFRIC 19 “Extinguishing Financial
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IFRIC 20 “Stripping Costs in the
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Deferred tax liabilitiesDeferred ta
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The classification depends on the n
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3 SEGMENT REPORTINGIn connection wi
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Under current laws, dividend income
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Gold depositsThe amount and quality
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14 SUBSCRIBED CAPITALAS AT 31 DECEM
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15 CAPITAL RESERVESAS AT 31 DECEMBE
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19 OTHER PROVISIONSAS AT 31 DECEMBE
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22 RECONCILIATION OF EQUITY AND TOT
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24 OTHER FINANCIAL OBLIGATIONSAS AT
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The maximum risk exposure of financ
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27 EARNINGS PER COMMON SHARE (IFRS)
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Alexandre Davidoff, Attorney, Marti
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In our opinion, based on the findin
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BALANCE SHEETPEARL GOLD AGFrankfurt
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NOTES for the period ending 31 Dece
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NOTES for the period ending 31 Dece
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StructurePEARL GOLD AG, FRANKFURT A
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The company's liquidity is ensured
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The participation of more than 4,00
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A tense political situation could a
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Frankfurt am Main, 11 July 2012Wart
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INCOME STATEMENT from 01/01/2010 to
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Disclosures and explanations for ba
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Disclosures regarding shareholdings
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Frankfurt am Main, 11 July 2012Wart
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1. General disclosuresNOTES as at 3
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NOTES as at 31 December 2009PEARL G
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SUPPLEMENTAL COMPONENTS OF THEANNUA
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STATEMENT OF CHANGES IN EQUITY FOR
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Our review did not reveal any facts
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BALANCE SHEETIn CFA francs Notes 31
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Statement of comprehensive incomeIn
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Statement of changes in equityIn CF
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1. GENERAL INFORMATIONThe IFRS sepa
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• Mr Mamadou Lamine Ballo; reside
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- First-time mandatory application
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If no useful deposits are found, ex
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2.13 Receivables and liabilitiesRec
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Any incidental income generated dur
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Depreciation is performed using the
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4.14 LoansLoan of CFAF 700,000,000
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4.19 Personnel expensesThese are co
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EFFECTS OF FIRST-TIME ADOPTION OF I
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The financial instruments in the fo
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Auditor's Report for Wassoul'Or S.A
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TABLE OF CONTENTSPageEXPERTS REPORT
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Cyanidation Tests on Grounded Sampl
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APPENDICESAPPENDIX 1APPENDIX 2APPEN
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Pierre C. LabrèqueProjectWassoul
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Independent Technical and Economic
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Independent Technical and-Economic
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Dated this 24 th day of February 20
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APPENDIX 1Legal Act by Dramane Demb
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Strickly Confidential Disclosure Re
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Strickly Confidential Disclosure Re
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APPENDIX 2Results of Met Solve Labo
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GRAVITY CONCENTRATION TEST REPORTCl
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SIZE-BY-SIZE HEAD ASSAYClient: Bumi
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SIZE-BY-SIZE HEAD ASSAYClient: Bumi
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Quote: T0500 - Wassalour-IL-091019W
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Document Number: T0500 Status: Fina
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APPENDIX 5Revised Environmental Per
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Table de matières1.0 Contexte et j
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Notice d’impact Environnemental &
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1 234 56 7 8AAB1750180010°175010°
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APPENDIX 6Sensitivity AnalysisSprea
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PEARL GOLD AGFrankfurt am Mainsigne
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Securities prospectus - Pearl Gold AG

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