MIRANDA MINERAL HOLDINGS LIMITED - Issue of Shares for cash to Russellstone Green Investments (Proprietary) Limited

Issue of Shares for cash to Russellstone Green Investments (Proprietary) Limited

     Miranda Mineral Holdings Limited
     (Incorporated in the Republic of South Africa)
     (Registration number 1998/001940/06)
     Share code: MMH       ISIN: ZAE000074019
     (“Miranda” or “the Company” or “the Group”)

     Issue of shares for cash to Russellstone Green Investments (Proprietary) Limited


     Shareholders are advised that 46,806,167 new Miranda ordinary shares (“the shares”) will be
     issued to Russellstone Green Investments (Proprietary) Limited with registration number
     2011/002070/07 (“Russellstone”), a subsidiary of the Russellstone Group, on 8 December
     2012 at an issue price of 18.16 cents per share (“the General Issue”) raising R 8 500 000 and
     is pursuant to an agreement entered into between Russellstone and Miranda dated 15
     October 2012. The issue price equates to a 0.4% discount to the 30 volume weighted
     average share price of Miranda on 15 October 2012, being the date that the agreement was
     signed. The authority for the General Issue of shares for cash was approved by shareholders
     on 2 April 2012.

     An application has been made to the JSE Limited (“the JSE”) to grant a listing of the shares
     on 8 December 2012 subject to payment being made by Russellstone. The shares will rank
     pari passu in all respects with Miranda’s ordinary shares currently in issue.

     The proceeds of the issue will be used to fund the Group’s corporate activities and costs.

     Financial effects

     The pro forma financial effects of the general issue on Miranda’s loss per share and headline
     loss per share for the six months ended 29 February 2012 and the net asset value and net
     tangible asset value per share at 29 February 2012, are set out in the table below.

     The unaudited pro forma financial effects of the general issue are provided for illustrative
     purposes only to illustrate the effects of the general issue on Miranda’s Reviewed results for
     the six months ended 29 February 2012. The unaudited pro forma financial effects are the
     responsibility of Miranda’s directors. Due to the nature of the unaudited pro forma financial
     information, it may not give a fair picture of Miranda’s financial results and position after the
     general issue.

                                             1                      2                   3                 4
                                    Before                After 1             After 2           After 3       % Change
Net asset value per                  (1.42)                 0.79                0.79              3.10           N/A
share (cents)
Net tangible asset value            (13.31)                (9.54)              (9.45)            (6.03)         54.70
per share (cents)
Loss per share (cents)               (5.68)                (4.94)              (4.90)            (4.29)         24.55
Headline loss per share              (5.68)                (4.94)              (4.90)            (4.29)         24.55
(cents)
Number of shares in             284 510 568           327 187 153        330 296 497        377 102 664
issue
Notes and assumptions:
      1.        The "Before" column is extracted from the group's reviewed interim results for the six
                months ended 29 February 2012.


      2.          The “After 1” column reflects the pro forma financial position after a general issue for
                  cash on 7 August 2012 based on the issue of 42 676 585 ordinary shares at 16.154
                  cents per share, resulting in a net cash inflow of R6 647 587 after transaction costs of
                  R246 397. Transaction costs are set off against equity. No interest received benefit is
                  assumed for purposes of adjusting earnings as it is assumed that cash proceeds will
                  be used for operating purposes. The effects on net asset value per share and tangible
                  net asset value per share are calculated based on the assumption that the general
                  issue for cash was effected on 29 February 2012.

      3.          The "After 2" column shows the pro forma financial effect after the general issue for
                  an asset acquisition, on 18 September 2012, based on the issue of 3 109 344
                  ordinary shares at 19.30 cents per share. The effects on net asset value per share
                  and tangible net asset value per share are calculated based on the assumption that
                  the general issue for cash was effected on 29 February 2012.

      4.          The “After 3” column reflects the pro forma financial position after the General Issue
                  for cash based on the issue of 46 806 167 ordinary shares at 18.16 cents per share,
                  resulting in a net cash inflow of R8 500 000. No interest received benefit is assumed
                  for purposes of adjusting earnings as it is assumed that cash proceeds will be used
                  for operating purposes. The effect on net asset value per share and tangible net asset
                  value per share is calculated based on the assumption that the general issue for cash
                  was effected on 29 February 2012.


Centurion
31 October 2012

Sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited

Date: 31/10/2012 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.