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Exx - Exxaro Resources Limited - Joint Exxaro / Pe Minerals News Release

Release Date: 09/06/2008 13:00:01      Code(s): EXX
EXX - Exxaro Resources Limited - Joint Exxaro / PE Minerals News Release        
Exxaro Resources Limited                                                        
(formerly Kumba Resources Limited)                                              
Incorporated in the Republic of South Africa                                    
(Registration Number:  2000/011076/06)                                          
Share Code:  EXX                                                                
ISIN Number: ZAE000084992                                                       
("Exxaro" or "the company")                                                     
JOINT EXXARO / PE MINERALS NEWS RELEASE                                         
Exxaro and PE Minerals initiative leads to increased Namibian ownership of Rosh 
Pinah mine                                                                      
Diversified South African-based resources company Exxaro Resources (Exxaro), the
Rosh Pinah Zinc Corporation (Pty) Limited (Rosh Pinah) and the Namibian         
empowerment company PE Minerals today announced that Exxaro has divested a 43,8%
interest in Rosh Pinah to Namibian shareholder groupings. This effectively      
reduces Exxaro`s shareholding in Rosh Pinah to 50,04%, with 49,96% held by      
Namibian shareholders.                                                          
Exxaro will continue to manage the Rosh Pinah mine in south-western Namibia in  
terms of a management agreement. Together with Exxaro`s Zincor refinery in      
Gauteng which it supplies with zinc concentrate, Rosh Pinah mine is part of one 
of few integrated zinc mining and refinery operations in the world.             
In the 2007 financial year Rosh Pinah and Zincor produced 95kt of zinc          
concentrate and 101kt of zinc metal respectively.                               
The Namibianisation transaction follows an agreement between Rosh Pinah,        
shareholder PE Minerals, the Namibian government and Exxaro`s predecessor, Iscor
Limited, in terms of which the parties agreed to sell a 50% interest in Rosh    
Pinah to Namibian citizens. Prior to today`s transaction, the shareholding of   
Exxaro in Rosh Pinah was 93,9%, with PE Minerals holding 6,1%.                  
Speaking at the announcement in Windhoek today, Exxaro`s chief executive        
officer, Sipho Nkosi, said: "Since our listing in 2007 we have fully supported  
the obligations Exxaro assumed from its predecessors Iscor and, in turn, Kumba  
Resources. However, it was only when buoyant zinc commodity prices improved     
substantially from mid-2006 that the parties were able to develop a bankable    
financial structure to support the transaction, bringing us to today`s reality."
Chairman of Rosh Pinah Zinc Corporation (Pty) Limited and Exxaro`s chief        
financial officer, Dirk van Staden, added: "This announcement marks the         
culmination of many months of work overseen by the Rosh Pinah board, banks,     
legal experts and the respective teams from Exxaro and PE Minerals. The deal    
involves a major employer in and contributor to the Namibian economy and adds   
significant value to a range of stakeholders including the people of the        
country."                                                                       
Chairman of PE Minerals, Aaron Mushimba, said: "This private sector initiative  
between Exxaro, PE Minerals and Rosh Pinah shows a unified commitment to social 
responsibility and empowerment of Namibians during tough economic times.        
Although commodity prices have improved significantly and mines are performing  
better, the financiers of this transaction would not have felt comfortable to   
finance it without the political stability created by the Namibian government.  
The shareholder base has been widened significantly among Namibians, including  
the workforce at Rosh Pinah."                                                   
Together with Exxaro, the transaction was facilitated by PE Minerals, the holder
of the mineral rights for Rosh Pinah, which was tasked to evaluate and consider 
appropriate beneficiaries of the transaction, obtain Namibian government        
approval of new shareholders, and negotiate and structure the transaction on    
behalf of Namibian shareholders.                                                
The new Namibian shareholders are represented by the company, Jaguar, consisting
of a broad-based range of shareholders. Beneficiaries through Jaguar range from 
traditional authorities, communities and individuals including employees.       
The shareholders have agreed to form an employee empowerment participation      
scheme in terms of which qualifying employees at Rosh Pinah will be entitled to 
3% of the future dividends declared by Rosh Pinah. In terms of the agreement    
Exxaro, PE Minerals and Jaguar will each donate a proportionate number of shares
to form a trust through which the employee empowerment participation scheme will
be administered.                                                                
Once the shares have been taken up by the trust the final shareholding in Rosh  
Pinah will be:                                                                  
 *    Exxaro                                       50,04%                       
 *    PE Minerals Namibia                          8,00%                        
*    Jaguar                                       38,99%                       
 *    Employee Empowerment Participation Scheme    2,97%                        
The transaction steps include:                                                  
Capital structure:                                                              
*    Rosh Pinah will declare a dividend of R435 million to its existing         
    shareholders (Exxaro R408 million and PE Minerals R27 million) from its     
    cash resources.                                                             
*    Shareholder loans of R80 million (Exxaro R75 million and PE Minerals R5    
million) will be made to Rosh Pinah.                                        
*    Rosh Pinah has procured committed working capital facilities with no       
    recourse to its shareholders to the value of R300 million from ABSA Bank    
    Ltd and Standard Bank of Namibia Ltd.                                       
*    To accommodate the capital structure 60% of Rosh Pinah`s zinc and lead     
    price exposure for 42 months will be hedged. A total of 47% has been hedged 
    to date.                                                                    
Share transactions:                                                             
Through a combination of share transfers and new issues Namibian ownership of   
49,96% in the shareholding of Rosh Pinah is effected.                           
This announcement is not required in terms of the JSE Listings Requirements but 
has been published for information purposes only.                               
Ends                                                                            
Editor`s Note:                                                                  
Exxaro:                                                                         
Exxaro is one of the largest South African-based diversified resources groups,  
with interests in the coal, mineral sands, base metals, industrial minerals and 
iron ore commodities. In November 2006 Kumba Resources was unbundled in terms of
which its iron ore assets were re-listed on the JSE Limited as Kumba Iron Ore,  
and its non-iron ore assets were merged with the coal assets of Eyesizwe Coal   
and re-listed as Exxaro. www.exxaro.com                                         
PE Minerals:                                                                    
PE Minerals, one of the first Namibian empowerment companies, is the holder of  
the mineral rights for Rosh Pinah Zinc Corporation (Pty) Ltd, a zinc and lead   
mine at Rosh Pinah Town. After implementation of the transaction it will hold an
eight percent shareholding in the Rosh Pinah mine. PE Minerals has been active  
in promoting and initiating empowerment projects in Namibia in various fields of
operation and is proud to be involved with Exxaro in this initiative whereby    
Namibian entities have increased their overall shareholding in Rosh Pinah Zinc  
Corporation to 49,96%.                                                          
Rosh Pinah Zinc Corporation (Pty) Limited:                                      
Rosh Pinah Zinc Corporation (Pty) Ltd is a subsidiary of Exxaro Base Metals     
(Namibia) (Pty) Limited and owns the Rosh Pinah zinc/lead mine.                 
Exxaro Base Metals (Pty) Limited:                                               
Exxaro Base Metals (Pty) Limited is a subsidiary of Exxaro Resources Limited and
owns the Zincor refinery.                                                       
Enquiries:                                                                      
Exxaro                                                                          
Trevor Arran                                                                    
Executive General Manager: Corporate Affairs & Investor Relations               
Tel: +27 (0) 12 307 3292                                                        
Mobile: +27 (0) 83 609 1444                                                     
PE Minerals                                                                     
Kahoo Kandjoze                                                                  
PA to the Coordinator                                                           
Tel: +264 (0) 61 240 956                                                        
Fax: +264 (0) 61 240 941                                                        
Sponsor: J.P.Morgan Equities                                                    
Date: 09/06/2008 13:00:01 Supplied by www.sharenet.co.za                     
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