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Exx - Exxaro - Fulfilment Of Conditions Precedent And Intention To Implement

Release Date: 11/06/2012 08:00:01      Code(s): EXX
EXX - Exxaro - Fulfilment of Conditions Precedent and Intention to Implement    
Proposed Transaction with Tronox Incorporated                                   
Exxaro Resources Limited                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 2000/011076/06)                                            
Issuer Code: EXX                                                                
ISIN: ZAE000084992                                                              
("Exxaro")                                                                      
FULFILMENT OF CONDITIONS PRECEDENT AND INTENTION TO IMPLEMENT PROPOSED          
TRANSACTION WITH TRONOX INCORPORATED                                            
Exxaro shareholders are referred to the announcements released on SENS on 26    
September 2011 and on 11 November 2011 relating to the proposed transaction     
between Exxaro and Tronox Incorporated ("Tronox"), which entails the combination
of Exxaro`s mineral sands operations with the businesses of Tronox under a new  
Australian holding company, Tronox Limited, in exchange for approximately 38,5% 
of the shares in Tronox Limited (the "Proposed Transaction").                   
Shareholders are advised that the remaining conditions precedent to the Proposed
Transaction that can be fulfilled prior to the completion date have been        
fulfilled, and the Proposed Transaction is expected to close on 15 June 2012.   
The company will list the Class A shares of Tronox Limited on the New York Stock
Exchange on 18 June 2012 under the ticker symbol TROX.                          
Upon completion of the transaction, Tronox Limited will employ approximately 3  
500 workers in 16 countries, including the United States, South Africa,         
Australia and the Netherlands.                                                  
FORWARD-LOOKING STATEMENTS                                                      
This announcement contains "forward-looking statements" within the meaning of   
the Private Securities Litigation Reform Act of 1995 (a United States Act).     
Forward-looking statements are statements that are not historical facts,        
including statements concerning the expected timing of the completion of the    
Proposed Transaction; the expected benefits and costs of the Proposed           
transaction; management plans relating to the Proposed transaction; the ability 
to complete the Proposed Transaction in view of the closing conditions that are 
to be satisfied on the completion date; the possibility that the Proposed       
Transaction may not be completed; any projections of earnings, revenues,        
synergies, accretion, margins or other financial items; any statements of       
operations, including the execution of integration plans; any statements of     
expectation or belief; and any statements of assumptions underlying any of the  
foregoing.  Any statement in this announcement that expresses or implies        
Tronox`s, Exxaro`s or New Tronox`s intentions, beliefs, expectations or         
predictions (and the assumptions underlying them) is a forward-looking          
statement.  Forward-looking statements involve inherent risks, uncertainties and
assumptions, including, without limitation, risks related to the timing or      
ultimate completion of the Proposed Transaction; the possibility that expected  
benefits may not materialize as expected; that, prior to the completion of the  
Proposed Transaction, Tronox`s business or Exxaro`s business may not perform as 
expected due to uncertainty; that the parties are unable to successfully        
implement integration strategies or otherwise realise the synergies anticipated 
for the Proposed Transaction; and other risks and uncertainties that are beyond 
the parties` control.  If such risks or uncertainties materialise or such       
assumptions prove incorrect, actual results could differ materially from those  
expressed or implied by such forward-looking statements and assumptions.  The   
forward-looking statements contained in this announcement are made as of the    
date hereof, and Tronox and Exxaro each expressly disclaim any obligation to    
update or correct any forward-looking statements made herein due to the         
occurrence of events after the issuance of this announcement.                   
IMPORTANT ADDITIONAL INFORMATION                                                
This announcement is for informational purposes only and is not an offer to sell
or the solicitation of an offer to purchase or exchange any securities, nor     
shall there be any sale of securities, in any jurisdiction in which such offer, 
solicitation or sale would be unlawful prior to registration or qualification   
under the securities laws of any such jurisdiction.  The publication and        
distribution of this announcement and any separate documentation regarding the  
Proposed Transaction, the making of any offer for shares or the issuance and    
offer to purchase New Tronox`s shares may be subject to specific regulations or 
restrictions in certain jurisdictions.  As a result, persons in possession of   
this announcement must seek information as to any applicable local restrictions 
and comply therewith.  None of Tronox, Exxaro, New Tronox or any of their       
respective affiliates undertakes any liability of any kind for any violation of 
applicable law.                                                                 
New Tronox has filed a registration statement and solicitation and information  
statement, together with other related materials, with the SEC in connection    
with the Proposed Transaction.  Information regarding the participants in the   
Proposed Transaction and a description of their direct and indirect interests,  
by security holdings or otherwise, are contained in the relevant materials filed
with the SEC.  Exxaro shareholders and Tronox stockholders can obtain a free    
copy of such materials without charge at the SEC`s website (www.sec.gov) or from
the information agent named in such materials                                   
For enquiries:                                                                  
Wim de Klerk                                                                    
Exxaro Resources Limited                                                        
Finance Director                                                                
Tel: + 27 12 307 4848                                                           
Mobile: +27 82 652 5145                                                         
Email: wim.deklerk@exxaro.com                                                   
11 June 2012                                                                    
Pretoria                                                                        
Financial advisor to Exxaro                                                     
J.P. Morgan                                                                     
Reporting accountants                                                           
PWC                                                                             
US, European and Asian legal counsel to Exxaro                                  
Orrick, Herrington & Sutcliffe LLP                                              
SA legal counsel to Exxaro                                                      
Norton Rose South Africa                                                        
SA legal counsel to Exxaro                                                      
CLS Attorneys                                                                   
Australian legal counsel to Exxaro                                              
Freehills                                                                       
Sponsor to Exxaro                                                               
Deutsche Securities SA (Proprietary) Limited                                    
Date: 11/06/2012 08:00:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          



                                        
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