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EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited

Release Date: 15/02/2012 07:05:02      Code(s): EXX
EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited      
shareholders and listed option holders becomes unconditional                    
Exxaro Resources Limited                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 2000/011076/06)                                            
JSE share code: EXX ISIN: ZAE000084992                                          
ADR code: EXXAY                                                                 
HOLDERS BECOMES UNCONDITIONAL                                                   
On 2 February 2012, Exxaro Resources Limited (JSE code: EXX) announced that     
the cash takeover offers made by its wholly owned subsidiary, Exxaro            
Australia Iron Investments Pty Ltd, for all the shares and listed options of    
African Iron Limited (ASX code: AKI) ("African Iron") (the "Offers") had        
been declared final (in the absence of any competing proposal being             
announced before the close of the Offers) and free from all conditions other    
than the 50% minimum acceptance condition.                                      
Exxaro is pleased to announce that it has received acceptances in respect of    
approximately 66.59% of African Iron`s issued shares and 6.05% of African       
Iron`s listed options. Exxaro has also received 74.02% acceptances of the       
separate offers made for the unlisted options. As Exxaro now has a relevant     
interest in more than 50% of African Iron shares on an undiluted and a fully-   
diluted basis, the Offers have therefore become unconditional in accordance     
with all their terms.                                                           
The Offers were scheduled to close at 5pm Perth time on 14 February 2012 but    
as Exxaro`s voting power in African Iron is now more than 50%, the Offers       
will be extended as required under Australian law by an additional two          
weeks. The Offers will finally close at 4pm Perth time on 28 February 2012.     
All African Iron shareholders and listed option holders who have accepted       
the Offers will receive payment within 14 days from 14 February 2012 and any    
African Iron shareholder or listed option holder who accepts the Offers         
during the extension period will receive payment within 14 days of their        
The price of the offer for African Iron shares is $0.51 per share. The share    
offer price will be increased to $0.57 if Exxaro acquires 75% or more of the    
fully diluted share capital of African Iron. The price of the offer for         
African Iron listed options is $0.31 per listed option, which will be           
increased to $0.37 if the 75% threshold is reached. There will be no            
increase to these offer prices.                                                 
Exxaro management takes this opportunity to express its gratitude to the        
African Iron board for its support during the offer period and the time         
leading up to the launch of the Offers. Exxaro would also like to thank         
African Iron`s major shareholder, Cape Lambert Resources Limited (ASX:CFE),     
and in particular, Tony Sage, Executive Chairman, for supporting the Offers     
from the outset by entering into a pre-bid acceptance agreement for 19.99%      
of its interest in African Iron as well as accepting the  share offer for       
the remainder of its shares.                                                    
Exxaro also expresses its gratitude towards the Government of the Republic      
of Congo ("RoC") for providing the confidence to invest in their country.       
Exxaro is committed to develop its iron ore portfolio with a view to achieve    
its stated strategic objective of producing 10Mtpa of iron ore by 2016.         
Sipho Nkosi, Exxaro`s chief executive officer, said: "The successful            
acquisition of a controlling interest in African Iron is consistent with        
Exxaro`s strategy of expanding into the iron ore sector. We believe the         
fundamentals of iron ore are positive in the medium-to-long term and we have    
in-house expertise and experience in mining bulk commodities. Exxaro has        
been actively pursuing opportunities to increase its exposure in iron ore       
and we believe this operation in the RoC, an iron ore development frontier,     
provides an attractive platform for further growth in the commodity. Exxaro     
is committed to using its technical expertise and balance sheet to              
accelerate the development of African Iron`s projects and we look to work       
closely together with other iron ore developing companies in the RoC."          
African Iron is an Australian-listed and domiciled iron ore development         
company working on the exploration and evaluation of the Mayoko and Ngoubou-    
Ngoubou projects in the RoC in central West Africa. African Iron`s projects     
are located in the Niari Prefecture approximately 300km north-east of Pointe-   
Noire on the Atlantic Ocean. African Iron`s key asset is its 92% interest in    
the Mayoko iron ore project. The Mayoko project currently has a JORC            
compliant mineral resource of 121 million tonnes of iron ore, consisting of     
a hematite cap of direct shipping ore ("DSO") at 55% Fe and beneficiable DSO    
ore at 41% Fe. The Mayoko project represents a near term development            
opportunity in an emerging iron ore province in central West Africa with an     
existing underutilised, heavy haulage mineral railway passing within 2km of     
the main prospect and terminating at the port of Pointe-Noire. African          
Iron`s second iron ore opportunity is its 85% interest in the 944km2 Ngoubou-   
Ngoubou Authority to Prospect, which is contiguous with Mayoko. For further     
information on African Iron, please visit www.africanironlimited.com.           
About Exxaro                                                                    
Exxaro Resources Limited is a diversified South African-based mining            
company, listed on the JSE Limited ("JSE") (JSE: EXX) with a market             
capitalisation of approximately R72.2 billion.                                  
Exxaro mines, extracts and processes a range of minerals and metals,            
including coal, mineral sands and base metals primarily in South Africa,        
Australia and China.  As one of the largest South African coal producers,       
with capacity now approaching 48Mtpa and the third-largest global producer      
of mineral sands products, Exxaro is a significant participant in the coal      
and mineral sands markets. Exxaro has a 20% interest in the Sishen Iron Ore     
Company, a subsidiary of JSE listed Kumba Iron Ore Limited, which operates      
the Sishen and Thabazimbi mines in South Africa.                                
Further information on Exxaro can be found at www.exxaro.com                    
For enquiries:                                                                  
Wim de Klerk                                                                    
Finance Director                                                                
Tel: +27 12 307 4848                                                            
Email: wim.deklerk@exxaro.com                                                   
Sole financial advisor to Exxaro                                                
Investec Bank (Australia) Limited and Investec Bank Limited                     
Legal advisors                                                                  
Gilbert + Tobin                                                                 
Transaction sponsor                                                             
Investec Bank Limited                                                           
Sponsor to Exxaro                                                               
Deutsche Securities (SA) (Proprietary) Limited                                  
15 February 2012                                                                
Date: 15/02/2012 07:05:02 Supplied by www.sharenet.co.za                     
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