MERAFE RESOURCES LIMITED - Dealings in Securities by Directors of Merafe

Dealings in Securities by Directors of Merafe

MERAFE RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003452/06
Share Code: MRF
ISIN: ZAE000060000
(“Merafe”)

DEALINGS IN SECURITIES BY DIRECTORS OF MERAFE

In compliance with paragraphs 3.63 – 3.66 of the Listings Requirements of the
JSE Limited the following information is provided:

Vesting of shares in terms of the Share Incentive Scheme
In terms of the Merafe Share Incentive Scheme (“Scheme”) the following grant
shares vest on 01 April 2015 and the company has the right, at its election,
either to issue new shares or settle in cash. The company has opted to settle
the respective grant shares in cash.

Name of director:                         Zanele Matlala
Transaction date:                         01 April 2015
Nature of transaction:                    Vesting of shares in terms of the
                                          Scheme
Number of shares vested:                  122 194
Issued price per share:                   Nil
Strike price per share                    79 cents
Total value of shares vesting:            R96 739
Total settlement value:                   R96 739
Type of trade:                            Off market
Class of security:                        Ordinary shares
Extent of director's
interest in the transaction:              Direct beneficial


Name of director:                         Kajal Bissessor
Transaction date:                         01 April 2015
Nature of transaction:                    Vesting of shares in terms of the
                                          Scheme
Number of shares vested:                  77 891
Issued price per share:                   Nil
Strike price per share                    79 cents
Total value of shares vesting:            R61 665
Total settlement value:                   R61 665
Type of trade:                            Off market
Class of security:                        Ordinary shares
Extent of director's
interest in the transaction:              Direct beneficial
Annual grant of Restricted Shares
In terms of the Scheme approved by shareholders on 13 April 2010, Merafe has
issued the annual grant of Restricted Shares to the executive directors.

These Restricted Shares are Merafe’s ordinary shares that are issued at no cost
to eligible employees at the volume weighted average price of 82 cents per
ordinary share for the 30 days preceding 1 April 2015 and were accepted on 1
April 2015.

These Restricted Shares are held on a direct beneficial basis.

Name                                    Number   of Restricted   Value
                                        Shares   granted
ZJ Matlala (Chief Executive Officer)     2 551   645             R2 092 349
K Bissessor (Financial Director)           907   012             R743 750

These shares shall vest in three tranches, one third on 1 April 2018, one third
on 1 April 2019 and one third on 1 April 2020 and are subject to performance-
based vesting criteria.

Authority to transact has been obtained and the transactions set out above were
done off-market.



Sandton
07 April 2015

Sponsor:
Merrill Lynch South Africa Proprietary Limited

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