Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated September 19, 2017

File Number: 001-35785

SIBANYE GOLD LIMITED

(Translation of registrant’s name into English)

Libanon Business Park

1 Hospital Street (off Cedar Avenue)

Libanon, Westonaria, 1780

South Africa

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
_____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
_____

www.sibanyestillwater.com

MARKET RELEASE

NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Sibanye-Stillwater prices US$450 million senior unsecured guaranteed convertible
bonds

Westonaria, 19 September 2017: Sibanye Gold Limited (“Sibanye-Stillwater” and/or the
“Group”) is pleased to announce that it has priced its offering of US$450 million senior
unsecured guaranteed convertible bonds due 2023 (the “Convertible Bonds”) (the “Offering”).

The Convertible Bonds will pay a coupon of 1.875% per annum, payable semi-annually in arrear
in equal instalments on 26 March and 26 September of each year. The initial conversion price is
US$1.6580, representing a 35% premium to the volume weighted average price of Sibanye-
Stillwater’s shares on the Johannesburg Stock Exchange (“JSE”) between opening of trading
and pricing today, 19 September 2017.

The Convertible Bonds will be issued on 26 September 2017 (the "Issue Date") and payments in
respect of the Convertible Bonds will be guaranteed by Stillwater Mining Company (“Stillwater”)
and Kroondal Operations Proprietary Limited (together, the “Guarantors”).

The conversion price will be subject to customary adjustments pursuant to the terms and
conditions of the Convertible Bonds. The conversion price will be adjusted for any dividends
paid.

“We are delighted that investors have supported Sibanye-Stillwater in establishing a long-term
capital structure for the combined Group. This issuance marks a significant milestone for
Sibanye-Stillwater and we’re very pleased that it was multiple times oversubscribed”, Sibanye-
Stillwater CEO, Neal Froneman commented.

The proceeds will be used to refinance the bridge loan raised for the acquisition of Stillwater.

The Convertible Bonds, subject to the receipt of the requisite approval by a general meeting of
the shareholders of Sibanye-Stillwater (the "Shareholder Resolutions") on or before 31 May 2018
(the “Long Stop Date”), will be convertible into new and/or existing shares (“Ordinary Shares”)
of Sibanye-Stillwater, cash or a combination thereof pursuant to the terms and conditions of the

Sibanye Gold Limited
Trading as Sibanye-Stillwater

Reg. 2002/031431/06
Incorporated in the Republic of South Africa
Share code: SGL

ISIN – ZAE000173951
Issuer code: SGL

(“Sibanye-Stillwater”,”the Company” and/or “the
Group”)

Business Address:

Libanon Business Park
1 Hospital Street

(Off Cedar Ave)
Libanon, Westonaria, 1780

Postal Address:

Private Bag X5
Westonaria, 1780

Tel +27 11 278 9600

www.sibanyestillwater.com

Convertible Bonds. Absent such approval, holders of the Convertible Bonds will on conversion
receive a cash amount equal to the value of the underlying Ordinary Shares.

For so long as the Shareholder Resolutions have not been approved, Sibanye-Stillwater reserves
the right to redeem all but not some of the Convertible Bonds at the greater of: i) 102% of their
principal value, or ii) 102% of their fair market value, in each case plus accrued interest.

The Convertible Bonds will be issued at 100% of their principal amount (i.e. US$200,000 per
Convertible Bond). Unless previously redeemed, converted or purchased and cancelled, the
Convertible Bonds will be redeemed at their principal amount on or around 26 September 2023.
Sibanye-Stillwater will have the option to redeem all but not some of the Convertible Bonds at
their principal amount (plus accrued but unpaid interest) in accordance with the terms and
conditions of the Convertible Bonds at any time (i) on or after 17 October 2020, if the value of
the Ordinary Shares underlying a Convertible Bond is equal to or exceeds US$260,000 for a
specified period of time, or (ii) if 15% or less of the aggregate principal amount of the
Convertible Bonds remains outstanding (all as more fully described in the terms and conditions
of the Convertible Bonds).

Application is expected to be made for the Convertible Bonds to be admitted to trading on the
Open market (Freiverkehr) segment of the Frankfurt Stock Exchange as soon as reasonably
practicable but no later than 90 days after the Issue Date.

Investor relations contact:

James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Email: ir@sibanyestillwater.com

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not
purport to be full or complete.

The distribution of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to herein comes,
should inform themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the
solicitation of any offer to subscribe for or otherwise buy any securities to or from any person in
the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction to whom
or in which offers or sales is unlawful. The securities referred to in this announcement have not
been and will not be registered under the Securities Act and may not be offered or sold in the
United States or to, or for the account or benefit of U.S. persons, unless registered under the
Securities Act or pursuant to an exemption from, or a transaction not subject to, the registration

www.sibanyestillwater.com

requirements of the Securities Act. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the
account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or
Japan. There will be no public offer of the securities in the United States, Australia, Canada,
South Africa or Japan.

The offering of the Convertible Bonds is addressed to, and directed in member states of the
European Economic Area (the “EEA”) which have implemented the Prospectus Directive (the
"Prospectus Directive") at, persons who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (directive 2003/71/EC, as amended) ("qualified investors"). In
addition, in the United Kingdom, the offering of the Convertible Bonds is directed only at
qualified investors (i) who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or (ii) qualified investors falling within Article 49(2)(a) to (d) of
the Order, or (iii) to whom it may otherwise lawfully be communicated under the Order (all such
persons together being referred to as "relevant persons"). This announcement must not be
acted on or relied on by persons who are not relevant persons in the United Kingdom or
qualified investors elsewhere in the EEA as the case may be. Any investment or investment
activity to which this announcement relates is available only to relevant persons and will be
engaged in only with relevant persons or qualified investors as the case may be.

This announcement does not, nor is it intended to, constitute an "offer to the public" (as that
term is defined in the South African Companies Act) and does not, nor is it intended to,
constitute a prospectus prepared and registered under the South African Companies Act.
Convertible Bonds will not be offered for subscription or sale in South Africa.

The Ordinary Shares to be issued or transferred and delivered upon conversion of the
Convertible Bonds are intended to be listed on the JSE Limited (the "JSE"). At the time of delivery
and listing of those shares, Sibanye-Stillwater will be subject to on-going continuing obligations
in accordance with the JSE listings requirements. No assurance can be given that Sibanye-
Stillwater will be in compliance with the JSE listings requirements at the time of issue or, transfer
and delivery of the relevant Ordinary Shares upon conversion of the Convertible Bonds and,
accordingly, that the JSE will or will continue to grant approval for the listing of such Ordinary
Shares.

Acquiring investments to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Persons considering making such investments
should consult an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the Convertible Bonds. The
value of the Convertible Bonds can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the Convertible Bonds for the person
concerned.

Each of the managers is authorised and supervised by the Prudential Regulation Authority and
is subject to regulation by the Financial Conduct Authority. Each of the managers is acting
exclusively for Sibanye-Stillwater and no one else in connection with the offering of the
Convertible Bonds and will not be responsible to any other person for providing the protections
afforded to clients of such managers, respectively, or for providing advice in relation to the

www.sibanyestillwater.com

offering of the Convertible Bonds or any other transaction, matter or arrangement referred to in
this announcement.

Each of Sibanye-Stillwater, the Guarantors and the managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise any statement
contained in this announcement whether as a result of new information, future developments
or otherwise.

In connection with the offering of the Convertible Bonds, the managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe for or purchase
securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such securities and any other securities of Sibanye-Stillwater or any Guarantor
or related investments in connection with the Convertible Bonds, Sibanye-Stillwater, the
Guarantors or otherwise. Accordingly, references to the securities being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the managers and any of their
respective affiliates acting as investors for their own accounts. None of the managers intends to
disclose the extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.

None of the managers or any of their respective directors, officers, employees, affiliates,
advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Sibanye-Stillwater, the Guarantors, their
respective subsidiaries or associated companies or any securities referred to herein, whether
written, oral or in a visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith.

For the avoidance of doubt, none of Sibanye-Stillwater, the Guarantors or the managers make
any representation or warranty that they intend to accept or be bound to any of the terms
herein nor shall Sibanye-Stillwater, the Guarantors or the managers be obliged to enter into any
further discussions or negotiations pursuant thereto but shall be entitled in their absolute
discretion to act in any way that they see fit in connection with the proposed transaction. This is
not an offer to sell, nor a solicitation of an offer to buy any securities, and any discussions,
negotiations or other communications that may be entered into, whether in connection with
the terms set out herein or otherwise, shall be conducted subject to contract.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorised.

SIBANYE GOLD LIMITED

Dated: September 19, 2017

By:

/s/ Charl Keyter

Name:

Charl Keyter

Title:

Chief Financial Officer

This regulatory filing also includes additional resources:
sibanye.pdf

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