METMAR LIMITED - Further announcement regarding the genereal issue of shares for cash, and withrawwal of cautionary announcement

Further announcement regarding the genereal issue of shares for cash, and withrawwal of cautionary announcement

METMAR LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/007269/06)
Share code: MML
ISIN code: ZAE000078747
(“Metmar” or “the Company”)

FURTHER ANNOUNCEMENT REGARDING THE GENERAL ISSUE OF SHARES
FOR CASH, THE SPECIFIC ISSUE OF SHARES FOR CASH, THE ACQUISITION
OF AN INTEREST IN THE FULENI ANTHRACITE PROJECT (“FULENI”)
(“TRANSACTION”) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Metmar shareholders (“Shareholders”) are referred to the announcement published
by the Company on 4 July 2012 and 5 July 2012 on the Securities Exchange News
Service and in the South African press, respectively, which set out the details of the
Transaction.

PROGRESS ON PHASE I AND PHASE II OF THE TRANSACTION
Phase I

Phase I of the Transaction comprised the issue of 34 866 072 new Metmar ordinary
shares at a price of R2.85 per ordinary share for cash which has been successfully
implemented.

Phase II of the Transaction (“Phase II”)

Phase II involved, inter alia:

•     the proposed further issue of 43 478 261 new Metmar ordinary shares at a
      price of R3.45 per ordinary share for cash to Wasat Investments (Proprietary)
      Limited (“Wasat”) and Rupert Smith in terms of a specific authority to issue
      shares for cash;

•     the proposed acquisition by Metmar Investments and Resources (Proprietary)
      Limited of an effective 55% interest in Fuleni from Wasat; and

•     the proposed agreement entered into between Beacon Rock Corporate
      Services (Proprietary) Limited (“BRCS”) and Metmar in terms of which BRCS
      would provide monthly and ad hoc services to the Metmar group, in relation to
      the commercialisation, development and optimisation of metals and minerals
      projects and any future opportunities in the metals and minerals industry.

Non-fulfilment of Phase II Conditions Precedent

Due to certain of the conditions precedent to Phase II not being fulfilled timeously, all
agreements pertaining to Phase II have lapsed and have no further force or effect.

Cooperation, co-investment and ad hoc services agreement
Metmar and Wasat are committed to working together to develop Metmar’s Mineral
Asset Portfolio (“Portfolio”) and have entered into negotiations regarding a
cooperation and co-investment agreement to replace the transactions and
arrangements contemplated under Phase II. Furthermore, it is Metmar’s intention to
retain the ad-hoc services of BRCS to facilitate the development of its Portfolio,
which agreement is currently also being negotiated (“Negotiations”).
Shareholders will be provided with further information regarding the Negotiations in
due course.


WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that, further to the cancellation of Phase II, caution need
no longer be exercised when dealing in the Company’s securities.


Johannesburg
24 August 2012

Transaction Sponsor and Sponsor
One Capital

Legal Advisors
Tabacks

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