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

Release Date: 21/12/2012 08:32:00      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. Background

Shareholders are referred to the announcements released on SENS on 31 July
2012, 3 September 2012, 5 October 2012 and 8 November 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.

2. Extension of Conditions Precedent

2.1   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 February 2013 (previously 15 January 2013):
      - 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.

      b) Elandspruit Acquisition ?

      By no later than 15 February 2013 (previously 15 January 2013):
      - 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.

2.2   The dates for satisfaction of certain of the remaining Conditions
      Precedent have been extended by agreement between Wescoal, Wescoal
      Mining, Wescoal Exploration and Prouadafrique (?Proudafrique
      Agreement?)as follows:

      By no later than 15 February 2013 (previously 15 December 2012):
      - the board of directors of Wescoal Mining, Wescoal Exploration and
      Prouadafrique approve the Prouadafrique Agreement;
      - approval of the Prouadafrique Agreement by the shareholders of
      Wescoal Exploration; and
      - the Wescoal Sale Agreement becomes unconditional in its terms.

      An additional clause regarding shareholder approval of the
      Prouadafrique Agreement has been included in the above agreement.

3. Circular to shareholders

Shareholders were advised that a circular containing full details of the
Transactions would be distributed to them on or before 30 November 2012.
The circular is now expected to be distributed to shareholders on or before
15 January 2013.


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

Legal Advisers to Xstrata
Baker & McKenzie

Johannesburg
21 December 2012

Date: 21/12/2012 08:32:00 Supplied by www.sharenet.co.za                     
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