Appendix C - Investigating Accountant?s Report

29 October 1999

The Directors
Anglogold Limited
11 Diagonal Street
Johannesburg 2001
Republic Of South Africa


Dear Directors

INVESTIGATING ACCOUNTANT?S REPORT

1. INTRODUCTION

This report has been prepared at the request of the Directors of AngloGold Limited (?AngloGold?) for inclusion in a Part A Statement to be dated on or about 29 October 1999, to be lodged with the Australian Securities and Investments Commission (?ASIC?) by AngloGold Investments Australia Pty Ltd (?Anglogold Investments Australia?), a wholly owned subsidiary of AngloGold, and to be forwarded to shareholders of Acacia Resources Limited (?Acacia?).

The Part A Statement is to be issued in connection with the offer by AngloGold Investments Australia, to acquire all the issued ordinary shares in Acacia. The details of the ordinary share offer are set out in the Offer Document accompanying the Part A Statement.

Expressions defined in the Part A Statement have the same meaning when used in this report.

2. HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

Scope

Historical financial information

The historical financial information comprises the consolidated balance sheets, income statements, and cashflow statements, of the economic entity comprising AngloGold and the entities it controlled at period?s end or from time to time during the financial period:

  • as at and for the years ended 31 December 1997 and 1998. This information has been extracted from the annual financial statements of AngloGold which have been audited by Ernst & Young South Africa, and for which an unqualified audit report was issued; and

  • as at and for the nine month period ended 30 September 1999. This information has been extracted from the financial report for the quarter ended 30 September 1999 which was lodged with the Johannesburg Stock Exchange on 29 October 1999, which has not been audited by Ernst & Young South Africa;

as set out in Section 1.12 of the Part A Statement.

The Directors of AngloGold are responsible for the preparation and presentation of the historical financial information.

We have checked the compilation of the historical financial information to ensure that the details have been correctly extracted from the audited annual financial statements and unaudited financial report.

Pro forma consolidated balance sheet as at 30 September 1999

The pro forma consolidated balance sheet as at 30 September 1999 has been compiled to present the consolidated financial position of the AngloGold economic entity on the assumption that the takeover of Acacia had occurred on 30 September 1999 in accordance with the terms of the Offer as set out in Section 1.1 of the Part A Statement. The pro forma consolidated balance sheet has been prepared in accordance with:

  • the accounting policies as set out in Appendix B;

  • the assumptions which form part of the financial information as set out in Section 2.3 of the Part A Statement, and

  • the measurement requirements, but not the disclosure requirements, of International Accounting Standards (?IAS?).

The Directors of AngloGold are responsible for the preparation and presentation of the pro forma consolidated balance sheet, including the accounting policies and assumptions on which the pro forma consolidated balance sheet is prepared.

We have checked the compilation of the pro forma consolidated balance sheet of AngloGold and the accounting policies as set out in Appendix B and the assumptions supporting this information as set out in Section 2.3 of the Part A Statement, and performed a review in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the pro forma consolidated balance sheet is not prepared in accordance with the accounting policies as set out in Appendix B and the assumptions as set out in Section 2.3, and the measurement requirements, but not the disclosure requirements, of IAS. Our review procedures were limited to publicly available information and therefore did not consider fair value adjustments, other than to mining assets and deferred taxation as disclosed in Section 2.3 which only arise on consolidation.

Opinions and statements

Historical financial information

The historical financial information of the AngloGold economic entity as at and for the years ended 31 December 1997 and 1998, has been correctly extracted from the audited annual financial statements of AngloGold.

The historical financial information of the AngloGold economic entity as at and for the nine month period ended 30 September 1999, has been correctly extracted from the unaudited financial report of AngloGold for the quarter ended 30 September 1999.

Pro forma consolidated balance sheet as at 30 September 1999

Based on our procedures performed on the pro forma consolidated balance sheet as at 30 September 1999, nothing has come to our attention to indicate that the pro forma consolidated balance sheet has not been prepared in all material aspects in accordance with the accounting policies as set out in Appendix B and the assumptions as set out in Section 2.3 of the Part A Statement so as to present the pro forma consolidated financial position of AngloGold as at 30 September 1999 in accordance with the measurement requirements, but not the disclosure requirements, of IAS on the assumption that the takeover of Acacia had occurred on that date.

3. FORECAST FINANCIAL INFORMATION

Scope

The forecast financial information as set out in Section 1.13 of the Part A Statement comprises elements of a forecast income statement and forecast cash flow statement for AngloGold for the year ending 31 December 1999. The forecast financial information does not include the forecast income and cash flows of Acacia, and does not reflect the impact of the acquisition of Acacia.

The forecast financial information is based on and summarises a financial model prepared by management and reviewed by the Directors of the company, for which they are solely responsible, and which has been prepared on the basis of the assumptions as set out in Section 1.13 of the Part A Statement.

Our review of the forecasts for the year ending 31 December 1999 has been carried out in accordance with the statements of South African Auditing Standards applicable to review engagements which do not differ in any material respects with Australian Auditing Standards applicable to review engagements, except that it has been limited to verifying the compilation of the forecasts. We have not reviewed the reasonableness of the assumptions underlying the forecasts, which are set out in Section 1.13 of the Part A Statement.

Our verification of the compilation of the forecasts has been limited primarily to inquiries of appropriate personnel and analytical procedures applied to the financial data. Our procedures included inquiries as to the process used in compiling the forecast. Such procedures do not include all the procedures that would be required in an audit, thus the level of assurance provided is less than that given in an audit. Further, it is not possible to obtain the level of assurance necessary to express an audit opinion on the assumptions underlying the forecasts as they are predictive in nature and their achievement is uncertain. We therefore do not imply, and it should not be construed, that we have performed an audit of the forecasts, nor do we express an audit opinion on the forecasts.

The impact of the Year 2000 issue on the business of the AngloGold economic entity, and any costs entailed in identifying and rectifying the problem, could affect any reliance which it might otherwise have been reasonable to place on the financial statements and forecasts of the AngloGold economic entity. We give no assurance that the plans adopted by the AngloGold economic entity will ensure no adverse impact of the Year 2000 problem will occur to the entity?s financial result.

Opinion and statement

Based on our review of the forecast financial information:

  • the forecast financial information gives effect in all material respects to management?s assumptions as set out in Section 1.13 of the Part A Statement; and

  • we believe the forecast financial information has been prepared on a basis consistent with the accounting policies adopted by AngloGold and are in accordance with the measurement requirements, but not the disclosure requirements, of IAS. The nature of forecasts does not make it feasible to present all the disclosures which would be required by IAS.

The forecast financial information reflects management?s current judgement based on present circumstances as to both the most likely set of operating and economic conditions and the course of action the AngloGold economic entity is most likely to take and has been reviewed by the directors of the company. The forecast is also based on a large number of assumptions and is subject to significant uncertainties and contingencies, many of which are outside the control of management and the directors . Accordingly, actual results may vary from the forecast financial information, as it is often the case that some events and circumstances do not occur as expected, or are not anticipated.

Ernst & Young has not reviewed the reasonableness of the assumptions underlying the Directors? financial forecasts. Accordingly, Ernst & Young does not express any opinion on those assumptions, nor on whether or not the forecast will be achieved.

4. SUBSEQUENT EVENTS

To the best of our knowledge there have been no material transactions or events, which have occurred subsequent to 30 September 1999, other than otherwise disclosed in the Part A Statement, which require comment on or adjustment to the contents of this report, or which would cause the information included in this report to be misleading.

5. DISCLOSURES

Ernst & Young does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Ernst & Young is the appointed auditor of AngloGold and will receive a professional fee for the preparation of this report.

The Directors of AngloGold have agreed to indemnify and hold harmless Ernst & Young and its employees from any claims arising out of misstatement or omission in any material or information supplied by the Directors.

Consent to the inclusion of the Investigating Accountant?s Report in this Part A Statement in the form and context in which it appears has been given. At the date of this report, this consent has not been withdrawn.

Yours faithfully,

AppendixC

Registered Accountants and Auditors

Chartered Accountants (SA)





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