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Wescoal Holdings Limited - Further Update On The Vlaklaagte And Elandspruit Transactions

Release Date: 08/11/2012 10:00:00      Code(s): WSL     
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                          WESCOAL HOLDINGS LIMITED
               (Incorporated in the Republic of South Africa)
                    (Registration number 2005/006913/06)
                  JSE Share code: WSL & ISIN: ZAE000069639
                        ("Wescoal" or "the Company")


FURTHER UPDATE ON THE VLAKLAAGTE AND ELANDSPRUIT TRANSACTIONS


1.   Transactions update

Shareholders are referred to the announcements released on SENS on 31 July
2012, 3 September 2012 and 5 October 2012 ("Previous Announcements")
relating to the Vlaklaagte Acquisition, the Vlaklaagte Disposal and the
Elandspruit Acquisition (?the Transactions?).

Capitalised terms used and not otherwise herein defined, shall have the
meanings ascribed thereto in the Previous Announcements.

Shareholders are advised that Xstrata and Wescoal Mining have received
legal advice to the effect that Competition Commission approval is not
required   in  relation   to  the   Vlaklaagte  Disposal   and  Elandspruit
Acquisition. The associated Conditions Precedent to the Vlaklaagte Disposal
and Elandspruit Acquisition are accordingly deemed to have been timeously
fulfilled.

Shareholders will be advised as soon as the remaining conditions precedent
to the Transactions have been met.

2.   Extension of Conditions Precedent

The dates for satisfaction of certain of the remaining Conditions Precedent
have been extended by agreement between Xstrata and Wescoal Mining as
follows:

a)     Vlaklaagte Disposal ?

By no later than 15 January 2013 (previously 30 November 2012):

-    a circular to the shareholders of Wescoal and approval thereof by the
     JSE; and
-    approval of the Vlaklaagte Disposal by the shareholders of Wescoal and
     by Wescoal in its capacity as sole shareholder of Wescoal Mining,
     pursuant to section 112 of the Companies Act, 2008.

By no later than 15 January 2013 (previously 14 December 2012), the
Vlaklaagte Mining Right being granted to Wescoal Mining in accordance with
the MPRDA.


By no later than 28 February 2013 (previously 14 December 2012); Wescoal
Mining obtaining Ministerial consent for the transfer of the Vlaklaagte
Mining Right to Xstrata in terms of section 11 of the MPRDA.
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b)     Elandspruit Acquisition ?

By no later than 15 January 2013 (previously 30 November 2012):

-     a circular to the shareholders of Wescoal and approval thereof by the
      JSE; and
-     approval of the Elandspruit Acquisition by the shareholders of
      Wescoal in accordance with the JSE Listings Requirements.

By no later than 31 January 2013 (previously 14 December 2012), execution
of a notarial deed of cession between Duiker and Xstrata to give effect to
the transfer by Duiker to Xstrata of the Elandspruit Mining Right and such
cession being lodged for registration with the Mining Titles Office.

By no later than 28 February 2013 (previously 14 December 2012), Xstrata
obtaining Ministerial Consent for the transfer of the Elandspruit Mining
Right to Wescoal Mining in terms of section 11 of the MPRDA.

3.   Circular to shareholders

Shareholders were advised that a circular containing full details of the
Transactions would be distributed to them on or before 31 October 2012. The
circular is now expected to be distributed to shareholders on or before 30
November 2012.




Corporate adviser & Sponsor to Wescoal                Legal Advisers to
                                                      Wescoal
Exchange Sponsors                                    KWA Attorneys

Legal Advisers to Xstrata
Baker & McKenzie

Johannesburg
8 November 2012

Date: 08/11/2012 10:00:00 Supplied by www.sharenet.co.za                     
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