PALABORA MINING COMPANY LIMITED - Provision of financial assistance to Palabora Copper (Pty) Limited

Release Date: 14/03/2014 13:37
Code(s): PAM
 
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Provision of financial assistance to Palabora Copper (Pty) Limited

PALABORA MINING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
Registration number – 1956/002134/06
JSE Code: PAM ISIN: ZAE000005245
("Palabora" or "the Company")

PROVISION OF FINANCIAL ASSISTANCE TO PALABORA COPPER PROPRIETARY LIMITED

Shareholders of Palabora are given notice, in accordance with section 45(5) of the Companies
Act, 71 of 2008 ("Companies Act"), that a resolution of the board of directors of Palabora
contemplated by sections 45(2) and 45(3) of the Companies Act was adopted on
28 February 2014.

The resolution authorises Palabora to provide financial assistance to its subsidiary, Palabora
Copper Proprietary Limited ("Palabora Copper"), in the form of a subordination of Palabora's
claims against Palabora Copper in respect of:

 (i)    the acquisition loan advanced by Palabora to Palabora Copper in relation to Palabora's
        broad-based black economic empowerment transaction (in an approximate sum of
        R2.5 billion); and
 (ii)   the funding advanced by Palabora to Palabora Copper for the Lift II Project (consisting of
        two separate loans amounting to        approximately R437 million and R350 million
        respectively).

In accordance with section 45 of the Companies Act, the board of directors of Palabora is
satisfied that:

(i)     immediately after providing such financial assistance, Palabora would satisfy the solvency
        and liquidity test as contemplated in section 4 of the Companies Act;
(ii)    the terms under which such financial assistance is proposed to be given are fair and
        reasonable to Palabora; and
(iii)   any conditions or restrictions respecting the granting of financial assistance set out in
        Palabora's Memorandum of Incorporation have been satisfied.

Phalaborwa
14 March 2014

Sponsor
One Capital

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