As filed with the Securities and Exchange Commission on March 17, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
registration statement
UNDER
THE SECURITIES ACT OF 1933


AngloGold Ashanti Limited
(Exact Name of Registrant as Specified in Its Charter)


The Republic of South Africa
(State or Other Jurisdiction
of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)


112 Oxford Road
Houghton Estate
Johannesburg, 2198
South Africa
Tel: +27 (0)11 637-6000
(Address of Principal Executive Offices, Including Zip Code)


2018 Deferred Share Plan
(Full Title of the Plan)


AngloGold Ashanti North America Inc.
4601 DTC Boulevard, Suite 550
Denver, CO 80237
Tel: +1 (303) 889-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
George A. Stephanakis, Esq.
Cravath, Swaine & Moore LLP
CityPoint One Ropemaker Street
London EC2Y 9HR
United Kingdom
Tel: +44 (0)20 7453 1000


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



TABLE OF CONTENTS

   
Page
 
  SIGNATURES
9
 
 


2
EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is filed by AngloGold Ashanti Limited (the “Registrant”) for purposes of registering 15,000,000 ordinary shares, par value R0.25 per share (the “Ordinary Shares”), of the Registrant under the 2018 Deferred Share Plan (the “Plan”) which was approved by the Registrant’s shareholders on May 16, 2017 and became effective on January 1, 2018. The Plan was amended and restated by the Registrant’s board of directors on February 20, 2023 to add flexibility to grant sign-on awards to new employees of the Registrant.

3

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to participants in the equity compensation plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

4

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference herein and shall be deemed a part hereof:
a)
the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on March 17, 2023 (File No. 001-14846) (the “2022 Annual Report”), which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;


b)
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the 2022 Annual Report; and


c)
the description of the Registrant’s Ordinary Shares contained in the Registrant’s registration statement on Form 20-F, filed with the Commission on July 31, 1998 (File No. 001-14846), including any amendment or report filed for the purpose of updating such description.

The following documents subsequently filed or furnished by the Registrant with or to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement:


 ●
reports filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and


●
reports furnished on Form 6-K that indicate that they are incorporated by reference in this Registration Statement.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 4. Description of Securities.

Not applicable.


Item 5. Interests of Named Experts and Counsel.

Not applicable.


Item 6. Indemnification of Directors and Officers.

The Memorandum of Incorporation of the Registrant provides that, subject to the provisions of the South African Companies Act, No. 71 of 2008, as amended (the “SA Companies Act 2008”), the Registrant shall indemnify its directors, prescribed officers, secretaries, the members of its board committees and the members of its audit committee (collectively, the “Relevant Officers”) against all costs, charges, losses, expenses and liability that they may incur or attaching to such Relevant Officers in connection with: (i) any negligence, default, breach of duty or breach of trust by such Relevant Officers in relation to the Registrant (or any member of the Registrant group) other than any liability to the Registrant (or any member of the Registrant group); and (ii) their duties, powers or office, including in connection with the activities of the Registrant if they are trustees of an occupational pension scheme.

Under the SA Companies Act 2008, a company may not indemnify a director, including any former director, alternate director, prescribed officer, or any person who is a member of a committee of the board of such company or the audit committee of such company (each a “director” for the purposes of Section 78 of the SA Companies Act 2008), in respect of any liability for any loss, damages or costs sustained by a company as a direct or indirect consequence of:


 ●
the director having acted in the name of the company, signed anything on behalf of the company, or purported to bind the company or authorize the taking of any action by or on behalf of the company, despite knowing that he or she lacked the authority to do so;


●
the director having acquiesced in the carrying on of the company’s business despite knowing that it was being conducted recklessly, with gross negligence, with intent to defraud any person or for any fraudulent purposes;


●
the director having been a party to an act or omission by the company despite knowing that the act or omission was calculated to defraud a creditor, employee or shareholder of the company, or had another fraudulent purpose; or


●
wilful misconduct or wilful breach of trust on the part of the director.

Further, a company may not indemnify a director in respect of any fine that may be imposed on a director as a consequence of that director having been convicted of an offense, unless the conviction was based on strict liability.

A company may claim restitution from any director for any money paid directly or indirectly by the company to or on behalf of such director in any manner inconsistent with the provisions of Section 78 of the SA Companies Act 2008.

The SA Companies Act 2008 provides that, except to the extent that the company’s Memorandum of Incorporation provides otherwise, a company may purchase insurance to protect a director and/or the company against any liability or expense for which the company is permitted, in terms of the SA Companies Act 2008, to indemnify a director.

The Registrant has purchased directors’ and officers’ liability insurance coverage for its directors and officers and those of its subsidiaries.


Item 7. Exemption from Registration Claimed.

Not applicable.
6

Item 8. Exhibits.

Exhibit
Number
  
Description
  
Page or Method of Filing
3.1
  
Memorandum of Incorporation of AngloGold Ashanti Limited (last amended May 16, 2022)
  
Incorporated by reference to Exhibit 19.1 to AngloGold Ashanti Limited’s Annual Report on Form 20-F (File No. 001-14846) filed with the Securities and Exchange Commission on March 17, 2023
         
4.1
Amended and Restated Deposit Agreement dated as of June 3, 2008 among AngloGold Ashanti Limited, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder
Incorporated by reference to Exhibit 1 to AngloGold Ashanti Limited’s Registration Statement on Form F-6 (File No. 333-159248) filed with the Securities and Exchange Commission on May 14, 2009
         
5.1
  
Opinion of ENSafrica (Edward Nathan Sonnenbergs Inc.), South African counsel
  
Filed herewith
         
23.1
  
Consent of Ernst & Young Inc., independent registered public accounting firm
  
Filed herewith
         
23.2
  
Consent of BDO LLP, independent registered public accounting firm
  
Filed herewith
         
23.3
  
Consent of ENSafrica (Edward Nathan Sonnenbergs Inc.)
  
Included as part of Exhibit 5.1
         
23.4
  
Consent of Chairperson of the Mineral Resource and Mineral Reserve Leadership Team
  
Filed herewith

       
23.5  
Consents of Qualified Persons for 2022 Technical Report Summary, Geita Gold Mine, A Life of Mine Summary Report
   Filed herewith
         
23.6  
Consents of Qualified Persons for 2021 Technical Report Summary, Obuasi, A Life of Mine Summary Report
   Filed herewith
         
23.7  
Consents of Qualified Persons for 2021 Technical Report Summary, Kibali Gold Mine, A Life of Mine Summary Report
   Filed herewith
         
24.1
  
Power of Attorney
  
See Signature Page
         
99.1
  
2018 Deferred Share Plan
  
Incorporated by reference to Exhibit 19.4.1.3 to AngloGold Ashanti Limited’s Annual Report on Form 20-F (File No. 001-14846) filed with the Securities and Exchange Commission on March 17, 2023
         
107
Filing Fee Table
Filed herewith


Item 9. Undertakings.


 (a)
The undersigned Registrant hereby undertakes:
   
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 



7

(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
   
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
   
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
   
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


8

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Johannesburg, South Africa, on this 17th day of March 2023.

  ANGLOGOLD ASHANTI LIMITED  
       

By:
/s/ Gillian Ann Doran  
    Name: Gillian Ann Doran  
    Title: Chief Financial Officer and Executive Director  
       
 
                                                                                       


9

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint Gillian Ann Doran and Lizelle Marwick, and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of the Registrant), to sign any and all amendments and post-effective amendments and supplements to this Registration Statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on the 17th day of March 2023.

 
Signature
  
Title
  
 
/s/ Alberto Calderon Zuleta
  
Chief Executive Officer and Executive Director
(Principal Executive Officer)
  
 
Name: Alberto Calderon Zuleta
      
         
 
/s/ Gillian Ann Doran
  
Chief Financial Officer and Executive Director
(Principal Financial Officer)
  
 
Name: Gillian Ann Doran
      
         
 
/s/ Ian Kramer
  
Senior Vice President Group Finance
(Principal Accounting Officer)
  
 
Name: Ian Kramer
      
         
 
/s/ Maria da Conceição das Neves Calha Ramos
  
 Chairman and Independent Non-Executive Director
  
 
Name: Maria da Conceição das Neves Calha Ramos
      
 
/s/ Rhidwaan Gasant
  
 
Independent Non-Executive Director
  
 
Name: Rhidwaan Gasant
      
 
 
/s/ Kojo Osei Frimpong Busia
  
 
Independent Non-Executive Director
  
 
Name: Kojo Osei Frimpong Busia
      
 
 
/s/ Alan Murray Ferguson
  
 
Independent Non-Executive Director
  
 
Name: Alan Murray Ferguson
      
 
 
/s/ Albert Headden Garner
  
 
Independent Non-Executive Director
  
 
Name: Albert Headden Garner
      
 
 
/s/ Scott Paul Lawson
  
 
Independent Non-Executive Director
  
 
Name: Scott Paul Lawson
      
 
 
/s/ Maria Del Carmen Richter
  
 
Independent Non-Executive Director
  
 
Name: Maria Del Carmen Richter
      
 
 
/s/ Jochen Erhard Tilk
  
 
Independent Non-Executive Director
  
 
Name: Jochen Erhard Tilk
      
       
 
/s/ Lisa Ali
  
Authorized Representative in the United States
  
 
Name: Lisa Ali
      
         

10

EXHIBIT INDEX
 
         
Exhibit
Number
  
Description
  
Page or Method of Filing
   
         
   
         


         
   
         
   
         


         
   
         
23.5

Filed herewith
         
23.6

Filed herewith
         
23.7

Filed herewith
         
   
         
   
         
   





11
Exhibit 5.1


 


AngloGold Ashanti Limited
112 Oxford Road
Houghton Estate
Johannesburg, 2198
South Africa
    
   


     
     17 March 2023
Ladies and Gentlemen,  



OPINION AND CONSENT OF EDWARD NATHAN SONNENBERGS INC., SOUTH AFRICAN COUNSEL TO ANGLOGOLD ASHANTI LIMITED
1.
We have acted as independent South African legal adviser to AngloGold Ashanti Limited (registration number 1944/017354/06), a company incorporated and registered in the Republic of South Africa (the “Registrant”), in connection with the filing by the Registrant, with the U.S. Securities and Exchange Commission (the “Commission”), of the Form S-8 registration statement dated 17 March 2023 (the “Registration Statement”), relating to the registration of 15,000,000 (fifteen million) ordinary shares, with a par value of R0.25 (twenty-five South African cents) per share, of the Registrant (the “Ordinary Shares”).
   
2.
We are instructed that the Ordinary Shares are issuable under and in accordance with the terms of the Registrant’s 2018 Deferred Share Plan, as amended from time to time (the “Plan”), which was approved by the Registrant’s shareholders on 16 May 2017 and became effective on 1 January 2018. We are further instructed that the Plan was amended and restated by the Registrant’s board of directors on 20 February 2023.
   
3.
In connection with this opinion, we have examined the following documentation (the “Examined Documents”):
     
 
3.1.
a copy of the memorandum of incorporation of the Registrant;
     
 
3.2.
a copy of each of the published notice of the Registrant’s 73rd annual general meeting and the published results of the forementioned annual general meeting, setting out, among other things, the special resolutions adopted by the Registrant’s shareholders: (a) approving the Plan; and (b) authorising the Registrant’s board of directors to allot and issue Ordinary Shares pursuant to the Plan; and
     
 
3.3.
a copy of the Plan.







4.
We have relied solely on the Examined Documents that were made available to us. We give no opinion as to the accuracy of this information and we have made no independent investigation of factual matters or of the accuracy or the appropriateness of any financial, commercial or business matters.
   
5.
This opinion is based on our interpretation of the Examined Documents and applicable South African law as embodied in the South African Companies Act, No. 71 of 2008 (the “Companies Act”), and other relevant acts and related legislation, as well as judicial interpretations in force as at the date of this opinion. In particular, we do not purport to render an opinion on any matter governed by the law of any state of the United States of America or any federal law of the United States of America.
   
6.
This opinion assumes that: (a) the term “non-assessable”, as contemplated in paragraph 7 below, means, for the purposes of this opinion, that a holder of an Ordinary Share will not, solely because of its status as a holder of an Ordinary Share, be liable, to the Registrant or the creditors of the Registrant, for any additional assessments or calls in respect of that Ordinary Share; and (b) for the purposes of (a), the phrase “additional assessments or calls” refers to any obligation to make payments to the Registrant or its creditors (other than the purchase price for the Ordinary Share), or to make contributions to the Registrant or its creditors.
   
7.
Based on the above and subject to the qualifications stated herein, we are of the opinion that the Ordinary Shares, when issued in accordance with the provisions of: (a) the Plan; (b) the Companies Act; (c) the Listings Requirements of the JSE Limited; and (d) the memorandum of incorporation of the Registrant, will be validly issued, fully paid up and non-assessable.
   
8.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention, or changes in law that occur, that could affect the opinions contained herein.
   
9.
This Opinion is intended solely for use in connection with the filing, with the Commission, of the Registration Statement and the issuance of Ordinary Shares subject to the Plan and the Registration Statement, and is not to be relied upon for any other purpose.
   
10.
We hereby consent (the “Consent”) to: (a) be named in the Registration Statement as the attorneys who have passed opinion on the matters referred to herein; and (b) the filing of this opinion as an exhibit to the Registration Statement and any and all amendments thereto. In giving the Consent, ENSafrica does not admit or concede that it is within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules or regulations of the Commission promulgated thereunder.

Yours faithfully,


/s/ Edward Nathan Sonnenbergs Inc.

Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2018 Deferred Share Plan of AngloGold Ashanti Limited (the “Company”) of our reports dated 17 March 2023, with respect to the consolidated financial statements of the Company and the effectiveness of internal control over financial reporting of the Company, included in its Annual Report on Form 20-F for the year ended 31 December 2022.

/s/ Ernst & Young Inc.

Johannesburg, Republic of South Africa
17 March 2023
Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

AngloGold Ashanti Limited
Johannesburg, South Africa

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AngloGold Ashanti Limited of our report dated March 17, 2023, relating to the consolidated financial statements of Kibali (Jersey) Limited, which appears in AngloGold Ashanti Limited’s Annual Report on Form 20-F, which is incorporated by reference in this Registration Statement.

/s/ BDO LLP
BDO LLP

London, United Kingdom
March 17, 2023
Exhibit 23.4


Consent of Qualified Person

I, Tarryn Flitton, Chairperson of the Mineral Resource and Mineral Reserve Leadership Team, am responsible for overseeing, and this consent pertains to, the Technical Report Summaries for each respective material mining property of AngloGold Ashanti Limited (“AngloGold Ashanti”), dated 31 December 2021 or 31 December 2022, as applicable (the “Technical Report Summaries”) as required by Item 601(b)(96) of Regulation S-K and filed as exhibits to AngloGold Ashanti’s annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 and any amendments or supplements and/or exhibits thereto (collectively, the “Form S-8”):

 
●
the Technical Report Summaries, as exhibits to the Form 20-F;
     
 
●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summaries; and
     
 
●
any extracts from, or summary of, the Technical Report Summaries in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summaries, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date:  17 March 2023


/s/ Tarryn Flitton
 
Tarryn Flitton


Exhibit 23.5


Consent of Qualified Person

I, Damon Elder, am responsible for authoring, and this consent pertains to, the “Geita Gold Mine, A Life of Mine Summary Report” dated 31 December 2022 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Damon Elder

Damon Elder


Consent of Qualified Person

I, Duan Campbell, am responsible for authoring, and this consent pertains to, the “Geita Gold Mine, A Life of Mine Summary Report” dated 31 December 2022 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Duan Campbell

Duan Campbell


Exhibit 23.6


Consent of Qualified Person

I, Emmarentia Maritz, am responsible for authoring, and this consent pertains to, the “Obuasi Mine, A Life of Mine Summary Report” dated 31 December 2021 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Emmarentia Maritz

Emmarentia Maritz

Consent of Qualified Person

I, Douglas Atanga, am responsible for authoring, and this consent pertains to, the “Obuasi Mine, A Life of Mine Summary Report” dated 31 December 2021 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Douglas Atanga

Douglas Atanga

Exhibit 23.7


Consent of Qualified Person

I, Richard Peattie, am responsible for authoring, and this consent pertains to, the “Kibali Gold Mine, A Life of Mine Summary Report” dated 31 December 2021 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Richard Peattie

Richard Peattie

Consent of Qualified Person

I, Romulo Sanhueza, am responsible for authoring, and this consent pertains to, the “Kibali Gold Mine, A Life of Mine Summary Report” dated 31 December 2021 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to AngloGold Ashanti Limited’s (“AngloGold Ashanti”) annual report on Form 20-F for the year ended 31 December 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“1300 Regulation S-K”).

I hereby consent to the incorporation by reference of the following items, as included in the Form 20-F, into AngloGold Ashanti’s registration statement on Form S-8 (collectively with any amendments or supplements thereto, the “Form S-8”):


 ●
the Technical Report Summary, as an exhibit to the Form 20-F;


●
the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in 1300 Regulation S-K) in connection with the Form 20-F and Technical Report Summary; and


●
any extracts from, or summary of, the Technical Report Summary in the Form 20-F and the use of any information derived, summarised, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F.

Date: 17 March 2023


/s/ Romulo Sanhueza

Romulo Sanhueza

Exhibit 107


Calculation of Filing Fee Table
 
Form S-8
(Form Type)
 
AngloGold Ashanti Limited
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered Securities
 
 
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Fees to Be Paid
Equity
AngloGold Ashanti Limited Ordinary Shares, par value R0.25 per share(1)
457(c) and 457(h)
15,000,000(2)
$19.42(3)
$291,300,000(3)
0.00011020
$32,102
 
Total Offering Amounts
  
$291,300,000(3)
  
$32,102
 
Total Fee Offsets
      
--
 
Net Fee Due
      
$32,102

 
(1)
 
The ordinary shares, par value R0.25 per share (the “Ordinary Shares”), of AngloGold Ashanti Limited (the “Registrant”) may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which currently represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under separate registration statements on Form F-6 (File No. 333-133049 and File No. 333-159248).
(2)
 
This registration statement covers 15,000,000 Ordinary Shares which may be offered or sold under the 2018 Deferred Share Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such number of additional shares that may become available pursuant to the Plan in the event of any stock split, stock dividend or similar transaction.
(3)
 
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act based on the average of the high and low prices of the Registrant’s ordinary shares on the Johannesburg Stock Exchange on March 16, 2023 of R357.37 per ordinary share translated into US dollars at the rate published by Bloomberg as of 5:00 p.m. Eastern Time on March 16, 2023 of R18.3990 per $1.00.