Annual General Meeting at SLM Solutions: On Course with Stable Development

The SLM Solutions Group AG ("Company"), a leading supplier of metal-based additive manufacturing technology (often referred to as "3D printing"), is holding its fourth annual general meeting in the media docks in Lübeck on June 22, 2018.

At the fourth annual general meeting on June 22, the Executive Board of the company will explain the results of fiscal year 2017 to the shareholders as well as provide a strategic outlook into the future.

The company’s incoming orders could be increased by 85.4% in the fiscal year 2017 compared to the previous year in the number of machines. In 2017, a total of 241 machines were ordered from SLM Solutions. This corresponds to a value of approx. 170 million euros and an increase in value by more than 111% compared to the fiscal year 2016. Dr. Axel Schulz, Chief Sales Officer, is very pleased: “In particular, the general contracts concluded for the long term give us planning security for the coming years. We will continue our course and conclude additional long-term general contracts thanks to close collaboration with customers.” The long-term strategic decision was taken in 2016 to expand production capacity in Germany for the necessary expansion of production. Construction of the new headquarters in Lübeck-Genin was started at the end of 2016, and the move into the building took place at the beginning of May 2018. Hans-Joachim Ihde, Chairperson of the Supervisory Board and major shareholder of SLM Solutions Group AG, explained: “We are a Lübeck-based company and proud of our roots in this region. We would like to express our thanks both to the city of Lübeck and the state of Schleswig-Holstein for their support in connection with the construction of our new headquarters in Lübeck.”

In October 2017, the company successfully placed a convertible loan amounting to 58.5 million in the capital market, taking advantage of an empowerment of the general meeting of April 17, 2014. The acquired funds are being invested in further growth of the company. “We are well positioned for future market development,” Uwe Bögershausen stated, Chief Financial Officer and spokesperson of the Executive Board of SLM Solutions Group AG. "At the same time, as a young company with strong growth, we want to have the necessary flexibility to respond to opportunities in the capital market in the future too and have therefore asked the shareholders to approve the issuing of new authorized capital, among other things, along with the invitation to the annual general meeting.”

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Go2solution provides Cryptaur community with cheap insurance

Go2solution, Swiss-based auto insurtech application, acquires huge and meaningful support by Cryptaur community. The ultimate goal of Go2solution is to assist all the participants of Cryptaur community across the globe and start active collaboration by providing them with the free application by the end of 2018.

Go2solution is a groundbreaking approach to car insurance, powered by cutting-edge technologies — a quintessence of open source intelligence, link analysis, visual analysis, signal and image processing, and text analytics. The mission of the application is to develop and promote the community of safe driving and spread the message of safe driving culture in society. As the result participants of the decentralized community acquire more responsibility and become the co-creators and regulators of the insurance domain.

Dmitry Buriak, CEO and founder of Cryptaur is a heavy-weight businessman with extensive entrepreneurial experience in numerous domains. As a true visionary, Dmitry Buriak is successfully running projects in Ukraine, Russia, Austria, Holland, Switzerland, Lithuania and Vietnam.

«Our major goal is to provide our clients the best application possible, getting past the large shareholders. This idea is fully in line with the philosophy of Go2solution company. We appreciate having Go2solution as our partner, as we see how important it is for our community. For years huge amounts of money were thrown at insurance companies simply to let them make profits. Thanks to this collaboration we present the best product to our end user and let him earn by being a good driver», — Dmitry Buriak, CEO and founder of Cryptaur.

Scoring allows to build the community of safe drivers and make roads more safe. Go2solution builds up a vision on the basis of huge technological potential and passes it on to the Cryptaur community.

«Our application can help the entire community. Cryptaur has a clear understanding and vision of the decentralized system. There is a complete synergy between the two projects: Cryptaur creates decentralized world, and Go2solution creates decentralized insurance. We were looking for the community, and Cryptaur was looking for philosophy and filling. Know-how has entered the Cryptaur community, by now Kasko2go application has over 50k users. Thanks to blockchain technology we become the integral part of the global platform, and we are grateful for being chosen as a partner», — Genadi Man, CEO and co-founder of Go2solution.

At the moment the scoring service is launched in Ukraine and Russia. By the end of 2018 Go2solution will provide the Cryptaur community with the opportunity to use the product, and the good drivers will receive tokens — both Cryptaur and Go2solution — as the incentive.

In the beginning of 2019 the service will be provided for the Vietnamese automotive market. Go2solution is now conducting negotiations with the countries where Cryptaur community participants can be found about giving them the chance to get the best possible tariffs based on their scoring. The drivers receive bonus for being the owners of Go2solution tokens.

Go2solution appreciates the valuable support of the 2.5 million Cryptaur community, driven by the vision of global decentralization. The next quarter will be marked by the launch of the exclusive version of the scoring application for the Cryptaur participants. The application empowers the members of Cryptaur community to earn Go2solution tokens via safe driving habits.

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Results of AGM and Election of Directors

GoldMining Inc. (the "Company" or "GoldMining") (TSX-V: GOLD; OTCQX: GLDLF) is pleased to announce that the Company held its annual general meeting of shareholders (the "AGM") on May 24, 2018.  Shareholders elected Amir Adnani, Gloria Ballesta, Garnet Dawson, Honourable Herb Dhaliwal, Mario Bernardo Garnero and David Kong as directors, and voted in favor of all items of business at the AGM. 

As previously disclosed, Patrick Obara, did not stand for re-election at the AGM, and in his place, Garnet Dawson was elected to the board of directors.  Patrick Obara continues to be the Chief Financial Officer of the Company.  

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas.  Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.  Additionally, GoldMining owns a 75% interest in the Rea Uranium Project, located in the Western Athabasca Basin of Alberta, Canada.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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Results of AGM and Election of Directors

GoldMining Inc. (the "Company" or "GoldMining") (TSX-V: GOLD; OTCQX: GLDLF) is pleased to announce that the Company held its annual general meeting of shareholders (the "AGM") on May 24, 2018.  Shareholders elected Amir Adnani, Gloria Ballesta, Garnet Dawson, Honourable Herb Dhaliwal, Mario Bernardo Garnero and David Kong as directors, and voted in favor of all items of business at the AGM. 

As previously disclosed, Patrick Obara, did not stand for re-election at the AGM, and in his place, Garnet Dawson was elected to the board of directors.  Patrick Obara continues to be the Chief Financial Officer of the Company.  

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas.  Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.  Additionally, GoldMining owns a 75% interest in the Rea Uranium Project, located in the Western Athabasca Basin of Alberta, Canada.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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Annual General Meeting of SMA Solar Technology AG Discharges Managing Board and Supervisory Board and Resolves Dividend

The shareholders of SMA Solar Technology AG (SMA/FWB: S92) granted full discharge to the Managing Board and Supervisory Board for the 2017 fiscal year with a clear majority of over 99% and over 95% at today’s Annual General Meeting in Kassel. The remaining items on the agenda were also passed with a large majority. More than 250 shareholders attended the 2018 Annual General Meeting of SMA Solar Technology AG, and 89% of those with voting rights were present. The Annual General Meeting followed the suggestion of the Managing Board and Supervisory Board and approved the dividend payout of €0.35 per qualifying bearer share for the 2017 fiscal year.

“SMA again demonstrated its high level of flexibility in the last fiscal year,” said SMA CEO Pierre-Pascal Urbon. “In 2017, despite the regional shift in demand, SMA was able to generate annual net income at the level of the previous year. For SMA’s future success, we will further strengthen our core business with PV inverters while ramping up our activities in the field of energy management. Our shareholders supported this strategy at today’s Annual General Meeting.” In the 2017 fiscal year, SMA generated sales of €891.0 million. Earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to €97.3 million. Net income amounted to €30.1 million. With a payout totaling €12.1 million, the payout ratio in relation to net income amounts to 40.2%. The depository banks will begin dividend payments on May 25, 2018.

In light of the development in the first quarter of 2018 and the continued high order backlog, the SMA Managing Board confirms its sales and earnings guidance for the 2018 fiscal year, which forecasts sales of between €900 million and €1,000 million and EBITDA of between €90 million and €110 million. For the first time, EBITDA includes expenses of more than €10 million for setting up the digital business. The Managing Board estimates that depreciation and amortization will amount to approximately €50 million. The future payout rate will be between 30% and 60%.

The presentation and the speech given by the Managing Board at the Annual General Meeting, along with further information, can be found on the internet at www.sma.de/en/investor-relations/annual–general-meeting.

A press picture can be downloaded here .

Disclaimer:

This press release serves only as information and does not constitute an offer or invitation to subscribe for, acquire, hold or sell any securities of SMA Solar Technology AG (the “Company”) or any present or future subsidiary of the Company (together with the Company, the “SMA Group”) nor should it form the basis of, or be relied upon in connection with, any contract to purchase or subscribe for any securities in the Company or any member of the SMA Group or commitment whatsoever. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.

This press release can contain future-oriented statements. Future-oriented statements are statements which do not describe facts of the past. They also include statements about our assumptions and expectations. These statements are based on plans, estimations and forecasts which the Managing Board of SMA Solar Technology AG (SMA or company) has available at this time. Future-oriented statements are therefore only valid on the day on which they are made. Future-oriented statements by nature contain risks and elements of uncertainty. Various known and unknown risks, uncertainties and other factors can lead to considerable differences between the actual results, the financial position, the development or the performance of the corporation and the estimates given here. These factors include those which SMA has discussed in published reports. These reports are available on the SMA website at www.SMA.de. The company accepts no obligation whatsoever to update these future-oriented statements or to adjust them to future events or developments.

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USA: Global Intangible Low Taxed Income: A Step Away from Territorial

The Tax Cuts & Jobs Act of 2017 (the “Act”) has been widely touted by the American media as transforming the U.S. into a territorial system of taxation, in which domestic income is taxed by the U.S. and foreign income is not. While the Act moves the U.S. towards a territorial approach, it is not yet there.

Specifically, a new category of foreign income has been created to be subjected to the Subpart F anti-deferral provisions. The inclusion of this new Subpart F income presents additional tax exposure for U.S. companies with foreign subsidiaries, effectively expanding the U.S. tax base, and sounds a clear warning for U.S. businesses to review their offshore ownership structures.

The basics
Global Intangible Low Taxed Income (“GILTI”) is current year foreign income earned by a Controlled Foreign Corporation (“CFC”) above what is deemed to be a routine rate of return (10%) on the CFC’s business assets. This excess amount, after various adjustments, is GILTI and is treated as Subpart F income and included in the shareholder’s gross income in the year earned. The current year foreign income is reduced by U.S. effectively connected income, Subpart F, and deductions allocable to the CFC income. In addition, corporate shareholders of the CFC are allowed to deduct 50%.

The offsetting Net Deemed Tangible Income Return is 10% of the U.S. shareholder’s pro rata share of the CFC’s Qualified Business Asset Investment(“QBAI”). QBAI is the quarterly average of the CFC’s tax basis in depreciable property used in trade or business, over interest expense taken into account to determine the U.S. shareholder’s net tested income.

GILTI observations
The GILTI amount is currently taxed at 10.5%, the result of the 50% deduction allowed against the “gross” corporate GILTI and the new 21% corporate tax rate.

Interest expense taken into account to determine the U.S. shareholder’s net tested CFC income is essentially added back in the GILTI computation through its offset against QBAI. In addition, U.S. corporate shareholders are allowed a foreign tax credit for 80% of the shareholder’s pro rata share of foreign income taxes attributable to the CFC income taken into account in determining the net tested CFC income. FTC rules apply separately to the foreign taxes paid on the GILTI and cannot be carried forward or back. Where the effective foreign tax rate on GILTI is 13.125% of higher, the corporate GILTI tax liability will be covered by the (reduced) foreign tax credits.

Shareholders of CFCs that have low amounts of depreciable assets as compared to their income will be impacted significantly by the GILTI inclusion, including service companies and technology companies with high amounts intangible assets generating income.

Preparing for GILTI
Since GILTI is computed at the shareholder level, the income and losses of CFCs owned by the shareholder can be combined to reduce the CFC gross income for the shareholder used in the computation of net tested CFC income. Shareholders in CFCs should review the income and assets in each of their CFCs to project their potential GILTI inclusion.

Treatment of individual and pass-through shareholders in CFCs
As discussed, individual shareholders and pass-throughs owning CFC shares do not receive the benefits of the GILTI 50% deduction and the reduced corporate tax rate of 21%. Accordingly, these shareholders should consider introducing a U.S. C corporation “blocker” to hold their stock in the CFC. As alternatives to mitigating the harsh treatment of individuals and pass-through shareholders, consideration of an individual shareholder electing to be taxed as a corporation under Section 962, or electing direct ownership of the foreign operations through a branch or disregarded entity, may provide a better result than the direct ownership of CFC stock.

The specific tax situations of individual shareholders or owners of pass-throughs should be carefully considered to determine the benefits of the selected strategy and to avoid unexpected adverse consequences, as the experts at Marcum LLP recommend.

Authors:
Mark Chaves, International Tax Co-Leader, mark.chaves@marcumllp.com; Douglas Nakajima, International Tax Co-Leader, douglas.nakajima@marcumllp.com; and Kristina Albarella, Director, Tax & Business Services, Marcum LLP
www.marcumllp.com

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Sibanye-Stillwater receives South African Reserve Bank approval for proposed acquisition of Lonmin

Sibanye-Stillwater is pleased to announce that it has received the approval of the South African Reserve Bank, as required in accordance with the Exchange Control Regulations of South Africa, with respect to the proposed acquisition of Lonmin Plc (“Lonmin”), which was announced on 14 December 2017 (the “Proposed Transaction”).

The Proposed Transaction remains scheduled for closure during the second calendar half of 2018 and subject to, inter alia, the passing of the required resolutions by Lonmin and Sibanye-Stillwater shareholders and the approvals of the competition authorities of the United Kingdom and South Africa.

Neal Froneman, CEO of Sibanye-Stillwater said “We are pleased to have received this important regulatory approval in a timely manner, which takes us another step closer to concluding this important transaction. Management remains focused on ensuring that the remaining conditions are met and will notify stakeholders as further progress is made.”

FORWARD LOOKING STATEMENTS

This announcement includes “forward-looking statements” within the meaning of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target”, “will”, “forecast”, “expect”, “potential”, “intend”, “estimate”, “anticipate”, “can” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set out in this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Sibanye-Stillwater, that could cause Sibanye-Stillwater’s actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this announcement. Sibanye-Stillwater undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of unanticipated events, save as required by applicable law.

Additional Information

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

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DRDGOLD shareholders approve the transaction with Sibanye-Stillwater

Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL – https://www.youtube.com/watch?v=URd4m-Te4Ds&t=29s) shareholders are referred to the announcement released on 22 November 2017 (“Transaction Announcement”), and unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Transaction Announcement.

In terms of the Transaction Announcement, shareholders were advised of, inter alia, the Transaction in terms of which Sibanye-Stillwater will exchange the Selected Assets for c.265 million newly issued DRDGOLD Limited (“DRDGOLD”) shares, resulting in Sibanye-Stillwater holding 38% of the issued share capital of DRDGOLD, post the Transaction and be granted a call option to subscribe for the Option Shares during the Option Period so as to attain a 50.1% shareholding in DRDGOLD.

Sibanye-Stillwater is pleased to announce that today (Wednesday, 28 March 2018), the Transaction was approved through the passing of all the required resolutions by DRDGOLD shareholders, which included a waiver of the obligation of Sibanye-Stillwater to make a mandatory offer to the remaining shareholders of DRDGOLD in terms of the provisions of regulation 86 of the Companies Regulations, 2011 (“Waiver”). An application will be made to the Takeover regulation panel to obtain a ruling with regards to the Waiver.

The implementation of the Transaction remains subject to, and conditional on, inter alia, the requisite environmental authorisations and approvals to operate the Selected Assets having been granted to Sibanye-Stillwater. Sibanye-Stillwater shareholders will be advised in due course as to the fulfilment of all outstanding conditions precedent to the Transaction and it is anticipated that this will occur during the second quarter of 2018.

“We are thrilled to be one step closer to realising immediate value for our underutilised surface infrastructure and tailings storage facilities, while retaining upside to the West Rand Tailings Retreatment Project and future growth in DRDGOLD”, Sibanye-Stillwater CEO, Neal Froneman commented.

FORWARD LOOKING STATEMENTS

This announcement includes “forward-looking statements” within the meaning of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target”, “will”, “forecast”, “expect”, “potential”, “intend”, “estimate”, “anticipate”, “can” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set out in this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Sibanye-Stillwater, that could cause Sibanye-Stillwater’s actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this announcement. Sibanye-Stillwater undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of unanticipated events, save as required by applicable law.

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ISRA announces stock split and higher dividend – Further acquisitions targeted

ISRA VISION AG (ISIN: DE 0005488100), one of the world’s top companies for industrial image processing (machine vision) and a global leader in surface inspection of web materials and 3D machine vision applications, has announced that the Executive Board and the Supervisory Board will be proposing a stock split at the Annual General Meeting on March 28, 2018. Following an capital increase from company funds, each shareholder will receive four more ISRA shares at no charge. For every share held before the split, shareholders will thus own five shares after the split. The share price will be divided by five accordingly. Shareholders’ voting rights or the company’s market capitalization or equity will not be affected.

Furthermore, the Executive Board and the Supervisory Board will continue the sustainable dividend policy of past years and will be proposing a dividend of EUR 0.59 per current share at the Annual General Meeting for the 2016 / 2017 financial year. ISRA is therefore increasing its dividend for the eighth time in a row to allow its shareholders to successively participate directly in the company’s operational development.

The integration of Polymetric GmbH, which was acquired in January 2018, is progressing rapidly. In addition to this technologically motivated takeover, as announced in December 2017, the company is continuing its strategy of further growth through acquisitions in addition to organic business expansion. Several acquisition projects are in progress and some are at an advanced stage. The company is assuming one further deal in the current financial year.

After a good start into the new 2017 / 2018 financial year, ISRA is still gearing its strategic and operational planning towards structural expansion in all areas of the company in preparation for the next big step in revenues beyond EUR 200 million. Management is planning low double-digit revenue growth for the 2017 / 2018 financial year, as in the previous year, with margins at least remaining stable. The company will publish a detailed forecast at the end of February 2018.

 

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Kloepfel Corporate Finance exclusively advised the shareholder of Geissler Präzisionserzeugnisse GmbH on the sale to Austrian based Hirschmann Automotive GmbH

Kloepfel Corporate Finance has acted as exclusive financial adviser to the shareholder of Geissler Präzisionserzeugnisse GmbH (Geissler) on the sale of 100% of the share capital to Austrian based Hirschmann Automotive GmbH (Hirschmann).

Geissler has been widely recognized as a specialist for high-precision stamping components in the automotive industry. The roots of the company – run by the 3rd generation – date back to 1929. Geissler is specialized in development and production of high volume stamped & hybrid components and connectors. Geissler achieved a turnover of € 10 m in 2017 and employs approx. 60 employees at its headquarters in Gauting, near Munich. Geissler will remain an independent company within Hirschmann.

With the acquisition of Geissler, Hirschman is gaining strategically important competences in the high-precision fine-stamping technology. This enables Hirschmann to become a system provider in the field of complex connector systems. Hirschmann had been looking for years to enter the fine-stamping technology. By bundling the competences of both companies, long-term strategic advantages are achieved. “With the acquisition of Geissler, Hirschmann has increased its vertical production range and thus also its independence from external suppliers.” Volker Buth, CEO & Thomas Mayer, CFO Hirschmann. With this transaction, Hirschmann continues its expansion story. Hirschmann has currently 5,000 employees worldwide generating sales of € 340 m in 2017 (+ 13% compared to 2016).

„Kloepfel Corporate Finance has given me excellent advice in all relevant business, financial and process-tactical aspects of the sales process with great commitment and dedication. With a profound industry knowledge, potential investors could be quickly identified. Thanks to many years of M&A experience and a trustful cooperation, the right buyer could be identified. With the right negotiating skills, it was possible to achieve an outstanding result in all important aspects in such a complex and time-consuming transaction. I’d like to thank the team of Kloepfel Corporate Finance for their support, advice and encouragement during the entire process.” Florian Geissler, managing shareholder Geissler.

Kloepfel Corporate Finance structured a competitive global M&A process to elaborate the ideal solution for the shareholders and right strategic partner for Geissler. This included providing advisory expertise and managing the preparatory, marketing, due diligence phases and negotiation of the transaction.

Geissler Präzisionserzeugnisse GmbH
For additional information on Geissler: www.geissler-precision.com

Hirschmann Automotive GmbH:
For additional information on Hirschmann: www.hirschmann-automotive.com

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