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MTX - Metorex Limited - Update on conditions relating to the scheme Metorex Limited NEWSHELF 1124 (PROPRIETARY) (Incorporated in the Republic of LIMITED South Africa) (Incorporated in the Republic of (Registration number South Africa) 1934/005478/06) (Registration number Share code: MTX 2010/018679/07) ISIN: ZAE000022745 An indirectly-owned subsidiary of Issuer code: MEMTX Jinchuan Group Limited ("Metorex") ("Jinchuan") UPDATE ON CONDITIONS RELATING TO THE SCHEME Shareholders are referred to the circular to shareholders dated Tuesday, 2 August 2011 ("Circular") relating to the scheme of arrangement proposed by the Metorex Board in terms of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended, and the separate offer to Option Holders and are further referred to the update announcement released on the Securities Exchange News Service on Tuesday, 4 October 2011. Terms defined in the Circular bear the same meanings herein unless otherwise stated. Metorex and Jinchuan are pleased to announce that the Government of the Republic of Zambia ("GRZ") has unconditionally and irrevocably consented to the implementation and completion of the Scheme and the Zambian Ministry of Finance and National Planning has waived its rights to require Metorex to acquire its special share interest in the Metorex business, in respect of Chibuluma, to which the GRZ is entitled ("Mandatory Offer Waiver"). As a result of having obtained the Mandatory Offer Waiver, Metorex is able to formally approach the Zambian Securities and Exchange Commission to obtain an exemption from any obligation to make a mandatory offer to minority shareholders of Chibuluma in accordance with applicable Zambian laws and regulations. Shareholders will be updated as to the status of the remaining Conditions Precedent in due course. Jinchuan and the Metorex Independent Board accept responsibility for the information contained in this announcement insofar as it relates to Jinchuan and Metorex respectively. Johannesburg 2 November 2011 Lead financial advisor and investment bank to Metorex: Standard Bank Joint financial advisor and transaction sponsor to Metorex: One Capital Legal advisor to Metorex: Cliffe Dekker Hofmeyr Independent expert to Metorex: KPMG Investor relations advisor to Metorex: College Hill Financial advisor and investment bank to Jinchuan: Goldman Sachs International Joint legal advisor to Jinchuan: Allen & Overy Joint legal advisor to Jinchuan: Edward Nathan Sonnenbergs Inc Public relations advisor to Jinchuan: Temple Bar Advisory General The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purposes of complying with the laws of South Africa and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. Date: 02/11/2011 14:27:57 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.
