Sharenet Sites 
Sharenet Sites
MTX - Metorex - Irrevocable Undertakings provided to Jinchuan Group Limited ("Jinchuan") and Deemed Directors` Dealings in Securities Metorex Limited (Incorporated in the Republic of South Africa) (Registration number 1934/005478/06) Share code: MTX ISIN: ZAE000022745 Issuer code: MEMTX ("Metorex" or "Company") IRREVOCABLE UNDERTAKINGS PROVIDED TO JINCHUAN GROUP LIMITED ("JINCHUAN") AND DEEMED DIRECTORS` DEALINGS IN SECURITIES Introduction Metorex shareholders ("Shareholders") are referred to the joint announcement of a firm intention by Jinchuan to make a cash offer to acquire the entire issued and to be issued share capital of Metorex ("Jinchuan Offer"), published on the Securities Exchange News Service of the JSE Limited ("SENS") on 5 July 2011 and in the press on 6 July 2011 as well as the update announcement in connection with the Jinchuan Offer published on SENS on 14 July 2011. The Jinchuan Offer is to be implemented by way of a scheme of arrangement ("Jinchuan Scheme") in terms of section 114 of the Companies Act No. 71 of 2008, as amended ("Companies Act"), and by way of a separate offer to the holders of options to acquire Metorex shares. Associates of certain Metorex directors as detailed below have provided irrevocable undertakings, as more fully set out below, to vote in favour of the Jinchuan Scheme. Consequently, this directors` dealing announcement is published, after consultation with the Issuer Services division of the JSE Limited ("JSE"), in compliance with paragraph 3.63 of the JSE Listings Requirements which requires that any transaction entered into by an associate of a director of Metorex in respect of Metorex shares be announced as a director`s dealing. The JSE has granted dispensation to the relevant Metorex directors to enter into the irrevocable undertakings and to vote in respect of the Jinchuan Scheme, notwithstanding that Metorex is currently in a closed period. In the context of the Jinchuan Scheme, the JSE considered the irrevocable undertakings to vote in favour of the Jinchuan Scheme, provided by the associates stated below, to be transactions in respect of the Metorex shares, although the Metorex shares will only be acquired by Jinchuan in terms of the Companies Act, if and when the Jinchuan Scheme becomes unconditional in accordance with its terms. It should therefore be noted that the Metorex shares referred to below have not been sold and will only be acquired by Jinchuan in terms of the Companies Act, should the Jinchuan Scheme become operative. Directors` dealings In compliance with paragraph 3.63 of the JSE Listings Requirements, Metorex hereby advises Shareholders of the following dealings by the associates of two directors of the Company: Name of director: Robert George Still Non-executive director of: Metorex Name of associate: Beankin Investments (Proprietary) Limited ("Beankin")
Relationship with the director: Beankin is a family trust- controlled entity Date of transaction: 29 July 2011 Price per share (being the offer price in terms of the Offer): R8.90 Number of shares: 9 079 000 Total value: R80 803 100 Class of shares: Ordinary Extent and interest: Indirect beneficial Trades carried out on-market or off-market: N/A Prescribed clearance given: Yes Name of director: Alberto Barrenechea Non-executive director of: Metorex Name of associate: Minersa Minerales y Productos Derivados, S.A ("Minersa") Relationship with the director: Mr Barrenechea is a director and shareholder in Minersa Date of transaction: 29 July 2011 Price per share (being the offer price in terms of the Offer): R8.90 Number of shares: 89 242 524 Total value: R794 258 464 Class of shares: Ordinary Extent and interest: Indirect beneficial Trades carried out on-market or off-market: N/A Prescribed clearance given: Yes Name of director: Alberto Barrenechea Non-executive director of: Metorex Name of associate: S.A Sulquisa ("Sulquisa") Relationship with the director: Mr Barrenechea is a director and an indirect shareholder in Sulquisa Date of transaction: 29 July 2011 Price per share (being the offer price in terms of the Offer): R8.90 Number of shares: 12 080 164 Total value: R107 513 460 Class of shares: Ordinary Extent and interest: Indirect beneficial Trades carried out on-market or off-market: N/A Prescribed clearance given: Yes Name of director: Alberto Barrenechea Non-executive director of: Metorex Name of associate: Fami Cuatro De Inversiones S.A ("Fami Cuatro")
Relationship with the director: Mr Barrenechea is a director and an indirect shareholder in Fami Cuatro Date of transaction: 29 July 2011 Price per share (being the offer price in terms of the Offer): R8.90 Number of shares: 28 442 214 Total value: R253 135 705 Class of shares: Ordinary Extent and interest: Indirect beneficial Trades carried out on-market or off-market: N/A Prescribed clearance given: Yes Nature of transactions: Each of the aforementioned associates have irrevocably undertaken in favour of Jinchuan, in their capacity as shareholders of the Company to attend (either in person or by proxy) any meeting of Shareholders as contemplated in section 115 of the Companies Act, convened for the purpose of considering the Jinchuan Scheme and to vote (or procure the voting of) all of the shares held (as referred to above) in favour of any resolutions proposed to approve and/or implement the Jinchuan Scheme. Johannesburg 29 July 2011 Sponsor: One Capital Public relations adviser: College Hill (tel: 011 447 3030) Date: 29/07/2011 10:00:04 Supplied by www.sharenet.co.za 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.
