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EXX - Exxaro - Exxaro disposes of its interest in Rosh Pinah Exxaro Resources Limited (Incorporated in the Republic of South Africa) (Registration number 2000/011076/06) Issuer Code: EXX ISIN: ZAE000084992 ("Exxaro") EXXARO DISPOSES OF ITS INTEREST IN ROSH PINAH 1. Introduction Shareholders are advised that Exxaro, through its wholly-owned subsidiary Exxaro Base Metals and Industrial Minerals Holdings (Proprietary) Limited, has entered into an agreement (the "transaction agreement") relating to the disposal of its entire 50,04% shareholding in, and claims against, Rosh Pinah Zinc Corporation (Proprietary) Limited ("Rosh Pinah") to wholly-owned subsidiaries of Glencore International AG ("Glencore") (the "transaction") for an undisclosed cash consideration. Glencore has also concluded an agreement with certain other shareholders of Rosh Pinah, namely PE Minerals (Namibia) (Proprietary) Limited ("PE Minerals") and Jaguar Investments Four (Proprietary) Limited ("Jaguar") to acquire a further 30,04% shareholding in Rosh Pinah such that Glencore will hold an 80,08% shareholding in Rosh Pinah. PE Minerals, Jaguar and the Rosh Pinah Employee Empowerment Participation Scheme Trust will hold the remaining 19,92% shareholding. The effective date of the transaction will be the last day of the month during which the suspensive conditions, set out in paragraph 3 below, have been met. 2. The Rationale Exxaro completed a Namibian empowerment transaction during 2008, where the Namibian shareholding in Rosh Pinah was increased to 49,96%. During 2009, Exxaro announced its intention to divest its zinc assets. This decision was based on a strategic assessment of the business portfolio which Exxaro undertook in 2009 after which it was decided to focus on its larger core assets in the coal and mineral sands industry. 3. Suspensive Conditions The transaction agreement contains terms and conditions that are usual in a transaction of this nature, including, inter alia, regulatory approvals to be obtained in Namibia and South Africa. Sipho Nkosi, the chief executive officer of Exxaro, commented, "The conclusion of the transaction is part of Exxaro`s strategic plan to divest from its zinc assets. The decision to dispose of our shareholding in Rosh Pinah and to cease production at Zincor, was made in the context of the difficult conditions of the zinc market, including its cyclical nature, low margins as well as the significant impact of the exchange rate and higher electricity prices." The Rosh Pinah zinc and lead mine is situated in south-western Namibia, 800km south of Windhoek and operates an underground zinc/lead mine. The mineral deposit occurs in complex structural settings, favouring silling and benching mining methods. Rosh Pinah produced 101 000 tonnes of zinc concentrate and 19 000 tonnes of lead concentrate during 2010. For enquiries: Wim de Klerk Exxaro Resources Limited Finance Director Tel: + 27 12 307 4848 Mobile: +27 82 652 5145 Email: wim.deklerk@exxaro.com 15 December 2011 Johannesburg Corporate Advisor and Transaction Sponsor to Exxaro Merrill Lynch South Africa (Proprietary) Limited Sponsor to Exxaro Deutsche Securities (SA) (Proprietary) Limited Legal Advisors to Exxaro CLS Consulting Services (Proprietary) Limited Legal Advisors to Glencore Werksmans Attorneys Date: 15/12/2011 08:02:21 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.
