MERAFE RESOURCES LIMITED - Dealings in Securities by Directors

Dealings in Securities by Directors

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

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 2017 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 2017
Nature of transaction:                    Vesting of shares in terms of the
                                          Scheme
Number of shares vested:                  626,752
Issued price per share:                   Nil
Strike price per share                    R1.67
Total value of shares vesting:            R1,046,676
Total settlement value:                   R1,046,676
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 2017
Nature of transaction:                    Vesting of shares in terms of the
                                          Scheme
Number of shares vested:                  136,182
Issued price per share:                   Nil
Strike price per share                    R1.67
Total value of shares vesting:            R227,424
Total settlement value:                   R227,424
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 average price of R1.67 per ordinary share for 31
March 2017 and were accepted on 1 April 2017.

These Restricted Shares are held on a direct beneficial basis.

Name                                    Number of Restricted          Value
                                        Shares granted

K Bissessor (Financial Director)           490,995               R 819,962
ZJ Matlala (Chief Executive Officer)     1,381,300               R2,306,771

These shares shall vest in three tranches, one third on 1 April 2020, one third
on 1 April 2021 and one third on 1 April 2022 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
03 April 2017

Sponsor:
Merrill Lynch South Africa Proprietary Limited

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