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EXX - Exxaro Resources Limited - Exxaro takeover offer price for African Iron declared final EXXARO RESOURCES LIMITED Incorporated in the Republic of South Africa (Registration Number: 2000/011076/06) JSE share code: EXX ISIN code: ZAE000084992 ADR code: EXXAY ("Exxaro") EXXARO TAKEOVER OFFER PRICE FOR AFRICAN IRON DECLARED FINAL OFFER NOW FREE FROM ALL CONDITIONS OTHER THAN 50% MINIMUM ACCEPTANCE CONDITION NO EXTENSION TO CLOSING DATE OF 14 FEBRUARY 2012 UNLESS MORE THAN 50% ACCEPTANCES RECEIVED BY THAT DATE Exxaro Resources Limited (JSE code: EXX) today announced that the offer price under the cash takeover offers made by its wholly owned subsidiary, Exxaro Australia Iron Investments Pty Ltd (Exxaro), for all the shares and listed options of African Iron Limited (ASX code: AKI) (AKI) (the Offers) had been declared final (in the absence of any competing offer being announced before the close of the Offers). The AKI Directors have unanimously recommended, and continue to unanimously recommend, that AKI shareholders and listed optionholders accept the Offers in the absence of a superior proposal. The price of the offer for the AKI shares is $0.51 per share. The share offer price will be increased to $0.57 if Exxaro acquires 75% or more of the fully diluted share capital of AKI. The price of the offer for the listed AKI options is $0.31 per option increasing to $0.37 if the 75% threshold is reached. By declaring the Offers final (in the absence of any competing offer being announced before the close of the Offers) Exxaro has confirmed that there will be no price increase above $0.51 or $0.57 (as the case may be, depending on whether the 75% threshold is reached) for the share offer (unless a competing offer is announced) and no price increase above $0.31 or $0.37 (as the case may be, depending on whether the 75% threshold is reached) for the listed option offer (unless a competing offer is announced). The Offers are scheduled to close at 5pm Perth time on 14 February 2012. The Offers will not be extended by Exxaro beyond that time (in the absence of any competing offer being announced before the closing of the Offers) unless it obtains 50% or more acceptances by that time. Under Australian takeover law, the Offers will automatically extend for a further 2 weeks if Exxaro receives 50% or more acceptances in the last 7 days of the offer period. Importantly, Exxaro has today freed the Offers from all conditions other than the 50% minimum acceptance condition. Once the 50% acceptance threshold has been reached, all AKI shareholders and listed optionholders who have accepted the Offers will receive payment within 14 days from that date and those who accept from that date onwards will be paid within 14 days of the acceptance. AKI shareholders and listed optionholders should accept the Offers without delay. If AKI shareholders and listed optionholders wish to maximise their chance of obtaining $0.57 per AKI share, and $0.37 per listed AKI option respectively, they should accept the Offers as soon as possible to help ensure that Exxaro obtains a relevant interest in at least 75% of the fully diluted capital of AKI. The major shareholder in AKI, Cape Lambert Resources Limited, has already accepted for 19.99% of the AKI shares and the directors of AKI have accepted for all their shares and their listed options. Exxaro currently has received acceptances in respect of approximately 22.25% of AKI`s issued shares and 31.21% of AKI`s listed options. No competing proposal for AKI has been announced since Exxaro`s Offers were announced on 11 January 2012. AKI has not advised Exxaro of any approaches from or discussions with any third party about a competing offer. AKI shareholders and listed optionholders are encouraged to accept the Offers before the close of the Offers or risk seeing the prices of their shares and listed options fall. If AKI shareholders or listed optionholders have any questions or need a new acceptance form they should call the Exxaro Offer Information Line on 1800 095 654. About Exxaro Exxaro Resources Limited is a diversified South African-based mining company, listed on the JSE Limited (JSE: EXX) with a market capitalisation of approximately R 61.8 billion. Exxaro mines, extracts and processes a range of minerals and metals, including coal, mineral sands and base metals primarily in South Africa, Australia and China. As one of the largest South African coal producers, with capacity now approaching 48 million tonnes per annum and the third- largest global producer of mineral sands products, Exxaro is a significant participant in the coal and mineral sands markets. Exxaro has a 20% interest in the Sishen Iron Ore Company, a subsidiary of JSE listed Kumba Iron Ore Limited, which operates the Sishen and Thabazimbi mines in South Africa. Further information on Exxaro can be found at www.exxaro.com For enquiries: Wim de Klerk Finance Director Tel: +27 12 307 4848 Email: wim.deklerk@exxaro.com Pretoria 2 February 2012 Sole financial advisor to Exxaro Investec Bank (Australia) Limited and Investec Bank Limited Legal advisors Gilbert + Tobin Transaction sponsor Investec Bank Limited Sponsor to Exxaro Deutsche Securities (SA) (Proprietary) Limited Date: 02/02/2012 11:38:01 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. 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