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MTX - Metorex Limited - Finalisation announcement regarding the dates and times of the scheme Metorex Limited NEWSHELF 1124 (PROPRIETARY) (Incorporated in the Republic of South LIMITED Africa) (Incorporated in the Republic of (Registration number 1934/005478/06) South Africa) Share code: MTX (Registration number ISIN: ZAE000022745 2010/018679/07) Issuer code: MEMTX An indirectly-owned subsidiary of ("Metorex") Jinchuan Group Limited ("Jinchuan") FINALISATION ANNOUNCEMENT REGARDING THE DATES AND TIMES OF THE SCHEME Shareholders are referred to the announcements and 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 ("Act"), and the separate offer to the holders of options under Metorex`s employee share incentive schemes whereby Jinchuan will acquire the entire issued share capital of Metorex (collectively the "Offer"). Terms defined in the Circular bear the same meanings herein unless otherwise stated. CONDITIONS PRECEDENT TO THE SCHEME Metorex and Jinchuan are pleased to announce that all Conditions Precedent to the Scheme and Offer have been fulfilled and that the TRP has issued the required compliance certificate in respect of the Offer in terms of sections 115(1)(b), 119(4)(b) and 121 of the Act as read with Regulation 102(13) of the Companies Regulations 2011. FINAL DATES AND TIMES The final dates relating to the Scheme are set out below: Finalisation Date on Wednesday, 28 December 2011 Finalisation Date announcement published on Wednesday, 28 December 2011 SENS on Finalisation Date announcement published in the Thursday, 29 December 2011 South African press on Last day to trade Metorex Shares on the JSE in Friday, 6 January 2012 order to be recorded in the Register to receive the Scheme Consideration Suspension of listing of Metorex Shares at the Monday, 9 January 2012 commencement of trade on the JSE on Scheme Consideration Record Date to be recorded Friday, 13 January 2012 in the Register in order to receive the Scheme Consideration on Operative Date of the Scheme on Monday, 16 January 2012 Payment or delivery of the Scheme Consideration Monday, 16 January 2012 to be transferred electronically or posted to certificated Scheme Participants (if form of surrender and transfer and Documents of Title are received by the relevant Transfer Secretaries on or before 12:00 on the Scheme Consideration Record Date) on or about Dematerialised Scheme Participants to have Monday, 16 January 2012 their accounts held at their CSDP or Broker credited with the Scheme Consideration on Termination of listing of Metorex Shares on the Tuesday, 17 January 2012 JSE at the commencement of trade on Notes: 1. Metorex Shareholders should note that, as trade in Metorex Shares on the JSE is settled through Strate, settlement of trades takes place five Business Days after the date of such trades. 2. No Dematerialisation or re-materialisation of Shares may take place from the Business Day following the Scheme LDT. 3. All times referred to above are references to South African Standard Time. 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 28 December 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: 28/12/2011 15:26:08 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.
