EXXARO RESOURCES LIMITED - Revised terms and fulfillment of conditions precedent to the Exxaro acquisition of Total Coal South Africa

Revised terms and fulfillment of conditions precedent to the Exxaro acquisition of Total Coal South Africa

EXXARO RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2000/011076/06)
ISIN: ZAE000084992
JSE Share Code: EXX
ADR Code: EXXAY
(“Exxaro” or “the Company”)


REVISED TERMS AND FULFILLMENT OF CONDITIONS PRECEDENT TO THE EXXARO
ACQUISITION OF TOTAL COAL SOUTH AFRICA PROPRIETARY LIMITED (“TCSA”)



Exxaro shareholders are referred to the announcement released by the Company on the Stock
Exchange News Service on 28 July 2014, advising that Exxaro had entered into a binding sale and
purchase agreement (‘SPA”) with Total S.A. (“Total”) to acquire 100% of the issued share capital of
TCSA and its related export marketing rights under its primary Richards Bay Coal Terminal allocation
(“the Acquisition”).

Shareholders are advised that approval in terms of Section 11 of the Mineral and Petroleum
Resources Development Act 28 of 2002 has been granted by the Minister of Mineral Resources of
South Africa. Accordingly, all conditions precedent to the Acquisition have now been fulfilled.

Furthermore, shareholders are advised that following engagement and agreement between Exxaro
and Total, the SPA is to be amended as follows:

    *   A reduced purchase consideration: In the 12-month period since the Acquisition was
        announced, commodity market conditions have deteriorated significantly. As a consequence,
        Exxaro and Total have agreed to a reduction in the purchase consideration to take into
        account the change in market circumstances. In terms of the agreement reached, the revised
        purchase consideration payable by Exxaro to Total will be an upfront cash payment of
        US$262 million, plus a maximum additional amount of US$120 million structured as a series
        of deferred payments (“Deferred Payments”). The Deferred Payments, if made, will be
        payable by Exxaro to Total in tranches based on the average Richards Bay API4 coal price
        realised between now and 2019 as follows:

        Reference        API4 coal          Deferred
              (3)
         year           price range         Payments
                                (1) (2)
                        US$/ton               US$m
           2015            60-80                   10
           2016            60-80                   25
           2017            60-80                   25
           2018            60-90                   25
           2019            60-90                   35
                                                  120
        (1) Should the average API4 coal price in the reference year be below the price range no Deferred Payment will be
            made and if the price is above the range the full Deferred Payment will be made.
        (2) Should the average API4 coal price in the reference year be within the price range the Deferred Payment will be
            calculated on a linear pro-rata basis.
        (3) The reference year will be from 1 January to 31 December. For 2015, the average API4 coal price will be
            calculated from August 2015 to December 2015.

    *   The inclusion of additional broad-based empowerment participants: Exxaro has committed to
        creating, on arms-length commercial terms, a new black economic empowerment participation
        in the investment. Exxaro management is considering various options in this regard.

Further information regarding the salient details of the transaction is published on the Exxaro website
on http://www.exxaro.com/index.php/investors/corporate-actions/
A teleconference will be held Wednesday, 12 August 2015 at 10h00 South African Time (GMT+2:00)
where Exxaro executives will discuss today’s announcement. To participate, please dial one of the
following numbers:

Johannesburg: 011 535 3600 or 010 201 6800
Cape Town: 021 819 0900
SA toll-free: 0 800 200 648
UK toll-free: 0 808 162 4061
Australia toll-free: 1 800 350 100
USA & Canada: 1 855 481 5362
Other: +27 11 535 3600

A playback will be available for seven days from 12 August 2015 until 17 August 2015:
Playback code: 399276#
South Africa: 011 305 2030
UK Toll-free 0 808 234 6771
Australia toll-free: 1 800 091 250
USA & Canada: 1 855 481 5363
Other: +27 11 305 2030



11 August 2015



Sponsor
Deutsche Securities (SA) Proprietary Limited

For enquiries:

Wim de Klerk
Finance Director
Tel: +27 12 307 4848
Mobile: +27 0 82 652 5145
Email: wim.deklerk@exxaro.com

Mzila Mthenjane
Executive Head: Strategy & Stakeholder Engagement
Tel: +27 12 307 7393
Mobile: +27 83 417 6375
Email: mzila.mthenjane@exxaro.com

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