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ATLATSA RESOURCES CORPORATION - Atlatsa announces audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011

Release Date: 31/03/2014 14:00
Code(s): ATL     PDF:  
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Atlatsa announces audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011

Atlatsa Resources Corporation
(previously Anooraq Resources Corporation)
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSXV/JSE share code: ATL
NYSE MKT share code: ATL
ISIN: CA0494771029
(”Atlatsa” or the “Company”)

ATLATSA ANNOUNCES AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER
2013, 2012 AND 2011
Atlatsa announces its audited consolidated financial results for the years ended 31 December 2013, 2012 and 2011. This
announcement should be read with the Company`s full Annual Financial Statements, Management Discussion & Analysis and
the Form 20-F, available at www.atlatsaresources.com and filed on www.sedar.com.

Independent audit by the auditors
The consolidated financial statements of Atlatsa Resources Corporation, which comprise the consolidated statement of financial
position as at 31 December 2013 and 2012 and the consolidated statements of comprehensive income, changes in equity and\
cash flows for each of the years ended 31 December 2013, 2012 and 2011, and the notes to the consolidated financial
statements were audited by KPMG Inc. The individual auditor assigned to perform the audit is Mr J Erasmus. KPMG`s audit
report is available for inspection at the registered office of the company.

31 March 2014
Johannesburg

JSE Sponsor
Macquarie First South Capital (Pty) Ltd

Consolidated Statement of Financial Position
As at 31 December 2013 and 2012
(Expressed in Canadian Dollars, unless otherwise stated)
                                                            Note                2013           2012
Assets

Non-current assets

Property, plant and equipment                                  7          651,178,482     748,456,905
Capital work-in-progress                                       8           27,296,481      20,027,764
Other intangible assets                                        9              326,350         801,928
Mineral property interests                                    10            7,612,443       8,036,659
Goodwill                                                      11            8,845,940      10,234,394
Platinum Producers’ Environmental Trust                       12            3,292,979       3,250,760
Other non-current assets                                                          540         231,425
Total non-current assets                                                  698,553,215     791,039,835
Current assets

Assets held for sale                                          10                    -       3,867,259
Inventories                                                   13              373,698         769,447
Trade and other receivables                                   14           33,782,099       3,272,400
Cash and cash equivalents                                     15           40,655,103      14,580,886
Restricted cash                                               16              265,293         535,502
Total current assets                                                       75,076,193      23,025,494
Total assets                                                              773,629,408     814,065,329


Equity and Liabilities

Equity

Share capital                                                 17           71,967,083      71,967,083
Treasury shares                                               17           (4,991,726)      (4,991,726)
Convertible preference shares                                 17          162,910,000      162,910,000
Foreign currency translation reserve                                      (10,119,860)      (9,797,657)
Share-based payment reserve                                                25,794,650      25,285,851
Accumulated loss                                                          (64,673,717)   (264,166,155)
Total equity attributable to equity holders of the Company                180,886,430     (18,792,604)
Non-controlling interest                                                  198,227,542     224,049,827
Total equity                                                              379,113,972     205,257,223
Liabilities

Non-current liabilities

Loans and borrowings                                          18          110,320,221     434,968,189
Deferred taxation                                             19          124,519,382     142,341,072
Provisions                                                    20           11,100,511       9,786,479
Total non-current liabilities                                             245,940,114     587,095,740
Current liabilities

Trade and other payables                                      21           71,878,955      20,888,635
Short-term portion of loans and borrowings                    18           76,696,367         823,731
Total current liabilities                                                 148,575,322      21,712,366

Total liabilities                                                         394,515,436     608,808,106

Total equity and liabilities                                              773,629,408     814,065,329


The accompanying notes are an integral part of these consolidated financial statements.
Approved by the Board of Directors on 31 March 2014

                                                                 

Harold Motaung (Director)                                                            Fikile De Buck (Director)


                                                                   
ATLATSA RESOURCES CORPORATION
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2013
(Expressed in Canadian Dollars, unless otherwise stated)
                                                                       Note           2013            2012            2011

 Revenue                                                                22     195,621,452     117,557,331     144,406,716
 Cost of sales                                                          23    (233,776,296)   (195,387,551)   (209,966,805)


 Gross loss                                                                    (38,154,844)    (77,830,220)    (65,560,089)
 Administrative expenses                                                       (19,805,849)    (14,589,526)    (23,788,855)
 Transaction costs                                                              (1,688,165)       (822,621)               -
 Profit on sale of assets                                               35     171,113,397                -               -
 Other income                                                                       321,476         105,177         116,191
 Fair value gain and AG8 adjustments on loans and borrowings            24       47,999,163      90,589,136               -
 Operating profit/(loss)
                                                                               159,785,178      (2,548,054)    (89,232,753)


 Finance income                                                         25          330,591         382,262         745,590
 Finance expense                                                        26     (56,393,072)    (82,837,200)    (92,044,884)

 Net finance expense                                                           (56,062,481)    (82,454,938)    (91,299,294)
 Profit/(loss) before income tax                                        27     103,722,697     (85,002,992)   (180,532,047)
 Income tax                                                             28      (3,853,420)    (10,563,878)     32,667,499
 Profit/(loss) for the year                                                     99,869,277     (95,566,870)   (147,864,548)

 Other comprehensive (loss)/income
 Items that will not be reclassified subsequently to profit and
 loss
 Foreign currency translation differences for foreign operations               (27,068,629)      2,415,302      (7,913,856)
 Items that will be reclassified subsequently to profit and
 loss when specific conditions are met
 Effective portion of changes in fair value of cash flow hedges                           -               -      1,602,501
 Reclassification to profit or loss on settlement of cash flow hedge                      -               -      2,521,654

 Other comprehensive (loss)/income for the year, net of                 29     (27,068,629)      2,415,302      (3,789,701)
 income tax

 Total comprehensive profit/(loss) for the year                                 72,800,648     (93,151,568)   (151,654,249)

 Profit/(loss) attributable to:
 Owners of the Company                                                         199,492,438     (18,717,839)    (81,928,814)
 Non-controlling interest                                                      (99,623,161)    (76,849,031)    (65,935,734)
 Profit/(loss) for the year                                                     99,869,277     (95,566,870)   (147,864,548)


 Total comprehensive profit/(loss) attributable to:
 Owners of the Company                                                         198,879,308     (17,236,373)    (83,923,552)
 Non-controlling interest                                                     (126,078,660)    (75,915,195)    (67,730,697)

 Total comprehensive profit/(loss) for the year                                 72,800,648     (93,151,568)   (151,654,249)

 Basic earnings per share                                               30         47 cents       (4 cents)      (19 cents)
 Diluted earnings per share                                             30         46 cents       (4 cents)      (19 cents)
 Headline earnings per share                                            41       (10 cents)       (4 cents)      (19 cents)
 Diluted headline earnings per share                                    41       (10 cents)       (4 cents)      (19 cents)

The accompanying notes are an integral part of these consolidated financial statements.




ATLATSA RESOURCES CORPORATION
Consolidated Statements of Changes in Equity
For the years ended 31 December 2013, 2012 and 2011
(Expressed in Canadian Dollars, unless otherwise stated)
                                                                             Attributable to equity holders of the Company           
                                                                                                                                                            
                                                                       Share capital                     Treasury shares
                                                                                                                                                            
                                                                        Number of                       Number of                    
                                                                 Note    shares          Amount          shares          Amount
Balance at 1 January 2011                                             201,813,472      71,852,588     (4,497,062)     (4,991,726)
Total comprehensive loss for the year
  Loss for the year                                                             –               –              –                –
  Total other comprehensive loss                                 29             –               –              –                –
 Total comprehensive loss for the year                                          –               –              –                –
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                      75,000         114,495              –                –
  Share-based payment transactions                                               –               –              –                –
Total contributions by and distributions to owners                          75,000         114,495              –                –
Balance at 31 December 2011                                            201,888,472      71,967,083     (4,497,062)     (4,991,726)
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd      24             –               –              –                –
Total comprehensive loss for the year
  Loss for the year                                                             –               –              –                –
  Total other comprehensive loss                                 29             –               –              –                –
 Total comprehensive loss for the year                                          –               –              –                –
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners


Fair value gain on de-recognition of debt facility in relation to the first phase of
debt restructuring                                                              –               –              –                –
  Share-based payment transactions                                              –               –              –                –
Total contributions by and distributions to owners                              –               –              –                –
Balance at 31 December 2012                                            201,888,472      71,967,083     (4,497,062)     (4,991,726)
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd     24               -              -              -               -
Total comprehensive loss for the year
  Profit/(loss) for the year                                                     -              -              -               -
  Total other comprehensive profit/(loss)                       29               -              -              -               -
 Total comprehensive profit/(loss) for the year                                  -              -              -               -
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                           -              -              -               -
  Fair value loss on repayment of debt facility                 24               -              -              -               -
  Share-based payment transactions                                               -              -              -               -
Total contributions by and distributions to owners                               -              -              -               -
Balance at 31 December 2013                                            201,888,472      71,967,083     (4,497,062)     (4,991,726)




                                                                                                                                                  
ATLATSA RESOURCES CORPORATIO
Notes to the Consolidated Financial Statements
For the years ended 31 December 2013, 2012 and 2011
(Expressed in Canadian Dollars, unless otherwise stated)




                                                                             Attributable to equity holders of the Company
                                                                                          Foreign          Share-
                                                                       Convertible       currency          based
                                                                       preference       translation      payment        Hedging
                                                                          shares           reserve         reserve       reserve
                                                             Note
Balance at 1 January 2011                                              162,910,000     (5,197,843)     22,032,571     (4,124,155)
Total comprehensive loss for the year
  Loss for the year                                                             –               –              –                -
  Total other comprehensive loss                                 29             –     (6,040,490)        (78,403)     4,124,155
 Total comprehensive loss for the year                                          –     (6,040,490)        (78,403)     4,124,155
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                          –               –        (51,495)                –
  Share-based payment transactions                                              –               –      2,140,038                 –
Total contributions by and distributions to owners                              –               –      2,088,543                 –
Balance at 31 December 2011                                           162,910,000    (11,238,333)     24,042,711                 –
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd     24             –               –              –                 –
Total comprehensive loss for the year
  Loss for the year                                                            –               –              –                 –
  Total other comprehensive loss                                29             –       1,440,676         40,790                 –
 Total comprehensive loss for the year                                         –       1,440,676         40,790                 –
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners


Fair value gain on de-recognition of debt facility in relation to the first phase of
debt restructuring                                                              –               –              –                 –
  Share-based payment transactions                                              –               –      1,202,350                 –
Total contributions by and distributions to owners                              –               –      1,202,350                 –
Balance at 31 December 2012                                           162,910,000     (9,797,657)     25,285,851                 –
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd     24              -              -               -                -
Total comprehensive loss for the year
  Profit/(loss) for the year                                                    -              -               -                -
  Total other comprehensive profit/(loss)                       29              -      (322,203)       (290,927)                -
 Total comprehensive profit/(loss) for the year                                 -      (322,203)       (290,927)                -
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                          -              -               -                -
  Fair value loss on repayment of debt facility                 24              -              -               -                -
  Share-based payment transactions                                              -              -        799,726                 -
Total contributions by and distributions to owners                              -              -        799,726                 -
Balance at 31 December 2013                                           162,910,000    (10,119,860)     25,794,650                 -



                                                                                                                                               
ATLATSA RESOURCES CORPORATION
Notes to the Consolidated Financial Statements
For the years ended 31 December 2013, 2012 and 2011
(Expressed in Canadian Dollars, unless otherwise stated)

                                                                    Attributable to equity holders of the Company
                                                                                                             Non-
                                                                      Accumulated                            controlling
                                                                     profit/(loss)         Total             interest            Total equity
                                                          Note
Balance at 1 January 2011                                            (163,519,502)         78,961,933         42,404,014          121,365,947
Total comprehensive loss for the year
  Loss for the year                                                                                                                                        
                                                                      (81,928,814)        (81,928,814)       (65,935,734)        (147,864,548)          
  Total other comprehensive loss                            29               –             (1,994,738)       (1,794,963)           (3,789,701)
 Total comprehensive loss for the year                                                                                                                    
                                                                      (81,928,814)       (83,923,552)       (67,730,697)         (151,654,249)           
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                          –             63,000                     –             63,000
  Share-based payment transactions                                              –          2,140,038                     –          2,140,038
Total contributions by and distributions to owners                              –          2,203,038                     –          2,203,038
Balance at 31 December 2011                                           (245,448,316)         (2,758,581)      (25,326,683)          (28,085,264)
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd 24               –                  –            197,477,602           197,477,602
Total comprehensive loss for the year
  Loss for the year                                                    (18,717,839)       (18,717,839)       (76,849,031)          (95,566,870)
  Total other comprehensive loss                            29                   –          1,481,466            933,836             2,415,302
 Total comprehensive loss for the year                                (18,717,839)       (17,236,373)       (75,915,195)          (93,151,568)
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners


Fair value gain on de-recognition of debt facility in relation to the first phase of
debt restructuring                                                               –                  –       127,814,103           127,814,103
  Share-based payment transactions                                               –          1,202,350                 –             1,202,350
Total contributions by and distributions to owners                               –          1,202,350       127,814,103           129,016,453
Balance at 31 December 2012                                           (264,166,155)       (18,792,604)       224,049,827           205,257,223
Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd    24                -                  -        199,179,381           199,179,381
Total comprehensive loss for the year
  Profit/(loss) for the year                                            199,492,438         199,492,438       (99,623,161)           99,869,277
  Total other comprehensive profit/(loss)                       29                -         (613,130)       (26,455,499)          (27,068,629)
 Total comprehensive profit/(loss) for the year                          199,492,438         198,879,308      (126,078,660)           72,800,648
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
  Common shares issued                                                           -                  -                    -                  -
  Fair value loss on repayment of debt facility                24                -                  -      (98,923,006)          (98,923,006)
  Share-based payment transactions                                               -           799,726                     -           799,726
Total contributions by and distributions to owners                             -           799,726       (98,923,006)          (98,123,598)
Balance at 31 December 2013                                            (64,673,717)        180,886,430       198,227,542           379,113,972




                                                                                                                                                       
ATLATSA RESOURCES CORPORATION
Consolidated Statements of Cash Flows
For the years ended 31 December 2012, 2011 and 2010
(Expressed in Canadian Dollars, unless otherwise stated)

                                                          Note                    2013             2012            2011
Cash flows from operating activities
Cash receipts from customers                                               166,392,406      140,085,828     148,279,469
Cash paid to suppliers and employees                                     (157,268,152)     (171,351,040)   (189,597,810)

Cash generated/(utilised) by operations                     31               9,124,254      (31,265,212)    (41,318,341)
Interest received                                                              226,073          296,187         544,825
Interest paid                                                                 (20,660)             (158)       (510,447)
Tax paid                                                                    (7,043,536)      (2,079,516)               -

Cash utilised by operating activities                                        2,286,131      (33,048,699)    (41,283,963)


Cash flows from investing activities
Investment in environmental trusts                                           (431,999)         (461,681)       (505,440)
Acquisition of property, plant and equipment                 7               (278,200)           (2,563)         (2,238)
Acquisition of capital work-in-progress                      8            (50,987,358)      (38,917,145)    (28,678,042)
Acquisition of intangible assets                             9                        -                -       (236,304)
Proceeds from disposal of property plant and equipment                         278,200                 -               -
Proceeds from disposal of assets held for sale                             171,600,312                 -               -

Cash generated/(utilised) by investing activities                          120,180,954      (39,381,389)    (29,422,024)


Cash flows from financing activities
Loans and borrowings raised – OCSF                          18                        -      72,872,141      68,543,022
Loans and borrowings raised – Funding loan                  18                        -     315,612,211                -
Loans and borrowings raised – Transaction cost facility     18                 749,000                 -               -
Loans and borrowings raised – Working Capital Facility      18               3,194,816                 -               -
Loans and borrowings raised – Consolidated Facility         18              68,921,455                 -               -
Loans and borrowings raised – New Senior Facility           18             237,770,925                 -               -
Loan and borrowings raised – Shareholder loan               18               3,451,333
Acquisition of shares in Bokoni Platinum Holdings (Pty)                    207,518,927      197,477,614          63,000
Ltd
Settlement of interest rate swap                                                      -                -     (3,691,604)
"A" Preference shares repaid                                                          -    (401,782,311)               -
Loans repaid                                                18           (620,494,506)     (110,074,287)               -
Loans repaid – Funding loan                                                           -      (1,233,228)               -
Loans repaid – Transaction cost facility                    18               (769,223)                 -               -
Loans repaid – Other                                        18               (695,785)       (1,048,243)       (716,371)
Other loans repaid                                                             293,604                 -               -
Cash (utilised)/generated from financing activities                      (100,059,454)       71,823,897      64,198,047
Effect of foreign currency translation                                       3,791,294         (757,931)     (3,311,642)

Net increase/(decrease) in cash and cash equivalents                        26,074,217       (1,364,122)     (9,819,582)

Cash and cash equivalents, beginning of the year                            14,580,886       15,945,008      25,764,590

Cash and cash equivalents, end of the year                  15              40,655,103       14,580,886      15,945,008


The accompanying notes are an integral part of these consolidated financial statements.-




ATLATSA RESOURCES CORPORATION
Notes to the Consolidated Financial Statements
For the years ended 31 December 2013, 2012 and 2011
(Expressed in Canadian Dollars, unless otherwise stated)

1.       NATURE OF OPERATIONS

Atlatsa Resources Corporation ("Company" or "Atlatsa") is incorporated in the Province of British Columbia, Canada. The
Company had a primary listing on the TSX Venture Exchange (“TSX-V”) and has a secondary listing on the New York Stock
Exchange (“NYSE MKT”) and the JSE Limited (“JSE”). Subsequent to year end, on 5 February 2014, the Group migrated from the
TSX Venture Exchange to the Toronto Stock Exchange (“TSX”). The consolidated financial statements comprise the Company
and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) Its principal business activity is the
mining and exploration of Platinum Group Metals (“PGM”) through its mineral property interests. The Company focuses on
mineral property interests located in the Republic of South Africa in the Bushveld Complex. Atlatsa operates in South Africa
through its wholly-owned subsidiary Plateau Resources Proprietary Limited (“Plateau”) which owns the Group’s various mineral
property interests and conducted the Group’s business in South Africa.

2.       GOING CONCERN

The Group incurred a net profit/(loss) for the year ended 31 December 2013 of $99.9 million (2012: ($95.6 million)) and as of that
date its total assets exceeded its total liabilities by $379.1 million (2012: $205.3 million).

This is due to the fact that once the conditions precedent for the implementation of Phase Two of the Restructure Plan were met
on 12 December 2013, the debt owing by the Company to Rustenburg Platinum Mines Limited (“RPM”) of $76 million (ZAR750.0
million) under the New Senior Facilities Agreement became repayable upon the issuance of 125 million Atlatsa common shares for
$76 million (ZAR750.0 million) to RPM in accordance with the terms of the Restructure Plan. The timing of the new share issue
and subsequent repayment of the debt falls within a twelve month period from the Company’s financial year-end and therefore is
classified as a current liability. This amount was settled subsequent to year-end on 31 January 2014 from the proceeds of the
issuance of 125 million common shares in the Company to RPM. Refer to note 37 for the “Events after the reporting date”.

The company completed a part of Phase two of its restructuring and recapitalising plan on 13 December 2013. This included the
following transactions between the Company and RPM, a 100% subsidiary of Anglo American Platinum Limited (“Anglo Platinum”):
     -     the sale and transfer of the Company’s interest in the Boikgantsho Project and the Eastern section of the Ga-Phasha
           Project to RPM for a net consideration of $172.2 million (ZAR1,700.0 million);
     -     the purchase consideration payable for the sale of the Boikgantsho Project was paid to the Company on December 13,
           2013, excluding an amount of $2.9 million (ZAR29.0 million) in respect of the Boikgantsho Project information which is
           payable on the date of execution of the notarial deed of extension of the RPM Mining Right to include the Boikgantsho
           Prospecting Rights. The proceeds were used to reduce the outstanding debt to RPM;
     -     RPM subscribed for additional shares in Bokoni Holdco to the value of $196.5 million (ZAR1,939.4 million). Bokoni Holdco
           utilised these funds to repay the debt outstanding between Bokoni Holdco and RPM of $196.5 million (ZAR1,939.4
           million);
     -     The 2009 Senior Debt Facility was repaid in full and the New Senior Facilities Agreement between Plateau and RPM as
           signed on March 27, 2013 was made effective. The amount available under the New Senior Facilities Agreement is
           $233.0 million (ZAR2,300 million) of which $225.5 million (ZAR 2,225.7 million), including interest was utilised by 31
           December 2013.

The net result was the Group’s debt was reduced by $370.8 million (ZAR 3,610.4 million).

In addition, a Working Capital Facility was provided by RPM to fund the Group’s administrative and corporate expenses. The
restructuring and recapitalising plan was finalised on 31 January 2014 resulting in the amount outstanding under the New Senior
Facility being reduced by a further $76 million (ZAR 750 million).

The New Senior Facilities Agreement is only repayable once the company generates sufficient free cash flow. The delay in the
implementation of Phase two resulted in the additional resources that were made available in terms of the new senior facility being
insufficient to meet the short term cash requirements of Bokoni Platinum Mines Proprietary Limited (“Bokoni Mine”), due to the
interest accruing on the available debt facility. The facility was fully drawn by March 2014.

An alternative funding arrangement was entered into with RPM in November 2013, whereby an advance on the Purchase of
Concentrate revenue (“Advance”) on the concentrate sales made to RPM by Bokoni Platinum Mines Proprietary Limited (“Bokoni”)
was provided. The Advance was originally available from 1 November 2013 until 30 November 2014. The agreement with RPM
with respect to the Advance provides that RPM may advance funds to Bokoni up to an amount of the lower of 90% of an advance
on revenue for the preceding two months and $36.5 million (ZAR360.0 million), provided that the amount advanced shall not
exceed the actual cash requirements for that month. This agreement was renegotiated in March 2014 to provide that RPM may
advance funds to Bokoni up to an amount of the lower of 95% of an advance on revenue for the preceding two months and $48.1
million (ZAR475.0 million), provided that the amount advanced shall not exceed the actual cash requirements for that month of
Bokoni Mine and was extended to 31 March 2015.

The Working Capital Facility made available to Plateau up to a maximum of $3 million (ZAR30 million) per year to Atlatsa during
each of 2013, 2014 and 2015 for an aggregate facility of $9.1 million (ZAR90 million), including capitalised interest to fund Atlatsa’s
corporate and administrative expenses through to 2015. The Working Capital Facility is repayable in full by December 31, 2018.

Further negotiations were entered into with RPM and the following were agreed to ensure the Group had sufficient cash resourc es
to 31 March 2015:
     -     RPM will meet its 49% shareholder commitment to match any cash resources that Atlatsa contributes;
     -     The backlog of accounts payable relating to Anglo Platinum of approximately $14.2 million (ZAR140 million) will be
           deferred to be paid from April 2015 over 9 equal instalments;
     -     The available facility of the $9.1 million (ZAR90 million) Working Capital Facility will be made available in the event
           Bokoni requires additional cash resources.
     -     RPM will consider the availability of the ZAR29 million outstanding on the sale of the Boikgantsho Project that took place
           on 13 December 2013 which is currently payable by RPM to the Company on the date of execution of a notarial deed of
           extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights;
     -     Atlatsa executives will make available $6.1 million (ZAR60 million) as cash resources; and
     -     Bokoni has further evaluated that it can delay planned capital expenditure of approximately $3 million (ZAR30 million)
           without impacting Bokoni’s production plans.

As a result of the available cash facilities of which $6.1 million is committed and held in escrow the financial statements are
prepared on the basis of accounting policies applicable to a going concern.

3.       BASIS OF PREPARATION

3.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board and the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee.

3.2 Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis as set out in the accounting policies below.
Certain items, including derivative financial instruments, are stated at fair value.

3.3 Functional and presentation currency

These consolidated financial statements are presented in (unless stated otherwise) Canadian Dollars (“$”), which is also the
Company's functional currency. The rest of the Group financials are prepared in Rand. All financial information presented in $
has been rounded to the nearest dollar, except when otherwise indicated.

3.4 Use of estimates and judgements
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts
recognised in the consolidated financial statements is included in the notes to the financial statements where applicable.

4.       ACCOUNTING POLICIES

Except for the changes as explained in 4.1, the accounting policies set out below are applied consistently to all years
presented in these consolidated financial statements and have been applied consistently by Group entities.

Certain comparative amounts in the Consolidated Statement of Comprehensive Income have been reclassified or re-presented as
a result of a change in the accounting policy regarding the presentation of items in the Other Comprehensive Income (OCI).

4.1 Change in accounting policies

Except for the changes below, the Group has consistently applied the accounting policies set out in Note 5 to all periods
presented in these consolidated financial statements.

The Group adopted the following new standards and amendments to standards, including any consequential amendments to
other standards, with a date of initial application of 1 January 2013.

      -     Disclosures – offsetting financial assets and financial liabilities (amendments to IFRS 7)

      -     IFRS 10 Consolidated Financial Statements (2011)

      -     IFRS 12 Disclosure of Interest in Other Entities

      -     IFRS 13 Fair value measurement

      -     Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)

The nature and effects of the change are explained below.

Offsetting financial assets and financial liabilities

As a result of the amendments to IFRS 7, the Group has expanded its disclosures about the offsetting of financial assets and
financial liabilities (refer to note 6).

Subsidiaries

As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and
consequently whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that focuses on whether the
Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to
use its power to affect those returns.

In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the control conclusion for its investees
at 1 January 2013. As a consequence, the Group has not changed its control conclusions in respect of its investment in its
subsidiaries.

Disclosure of Interests in other entities

As a result of IFRS 12, the Group has expanded its disclosure about its interest in subsidiaries (refer to note 39 and note 40).

Fair value measurement

IFRS 13 establishes a single framework for measuring fair value and making disclosure about fair value measurements when
such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measur ement
date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7. As
a result, the Group has included additional disclosures in this regards (refer to note 6).

In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance
prospectively and not provided any comparative information for new disclosures. Notwithstanding the above, the change has no
significant impact on the measurements of the Group’s assets and liabilities.

Presentation of items of OCI

As a result of the amendments to IAS 1, the Group has modified the presentation of items of OCI in its statement of profit or loss
and OCI, to present separately items that would be reclassified to profit or loss from those that would never be. Comparative
information has been re-presented accordingly.

Summary of quantitative impacts

There was no quantitative impact on the Group’s financial position, comprehensive income and cash flows due to the above
changes in the accounting policies.

4.2 Basis for consolidation

(i)       Business combinations

All business combinations are accounted for by applying the acquisition method when control is transferred to the Group.

                                                                    
Goodwill is measured as the fair value of the consideration transferred including the recognised amount of any non-controlling
interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities
assumed, all measured at the acquisition date. To the extent that the fair value exceeds the consideration transferred, the
excess is recognised in profit or loss.

Consideration transferred includes the fair values of the identifiable assets transferred, liabilities incurred by the Group
to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the
fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily
in the business combination.

If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees
(acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the
consideration transferred in the business combination. The determination is based on the market-based measure of the
replacement awards, compared with the market-based measure of the acquiree’s awards and the extent to which the replacement
awards relate to pre-combination service.

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present
obligation and arises from a past event, and its fair value can be measured reliably.

Non-controlling interest is measured at its proportionate interest in the fair value of the identifiable net assets of the acquiree.

Transaction costs incurred in connection with a business combination, such as legal fees, due diligence fees and other
professional and consulting fees are expensed as incurred, unless it is debt related. Directly attributable transaction costs
related to debt instruments are capitalized, and amortised over the term of the related loan by the effective interest method.

If the Group obtains control over one or more entities that are not businesses, then the bringing together of those entities are
not business combinations. The cost of acquisition is allocated among the individual identifiable assets and liabilities of such
entities, based on their relative fair values at the date of acquisition. Such transactions do not give rise to goodwill and no non-
controlling interest is recognised.

(ii)    Acquisitions of non-controlling interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquis ition
date.

Acquisitions of non-controlling interests that do not result in loss of control are accounted for as transactions with equity holders
in their capacity as equity holders and therefore no goodwill is recognised as a result of such transactions.

(iii)   Subsidiaries

Subsidiaries are entities over which the Group exercises control. The Group controls an entity when it is exposed to or has rights
to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the
Group.

(iv)    Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.

4.3 Foreign currencies

(i)     Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at
the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are
translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is
the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest
and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the
year. Such gains and losses are recognised in profit or loss.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the
functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign
currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on translation are recognised in profit or loss, except for differences arising on the
translation of available-for-sale equity investments, a financial liability designated as a hedge of the net investment in a foreign
operation that is effective, or qualifying cash flow hedges that are effective, which are recognised in other comprehensive
income.

(ii)   Foreign operations

The financial results of Group entities that have a functional currency different from the presentation currency are translated
into the presentation currency. The presentation currency of the Company is Canadian Dollars. Income and expenditure
transactions of foreign operations are translated at the average rate of exchange for the year except for significant individual
transactions which are translated at the rate of exchange in effect at the transaction date. All assets and liabilities, including fair
value adjustments and goodwill arising on acquisition, are translated at the rate of exchange ruling at the reporting date.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation
reserve (“FCTR”) in equity. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the
translation difference is allocated to non-controlling interests.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of the net
investment in a foreign operation and are recognised in other comprehensive income and are included in the foreign currency
translation reserve.

On disposal of part or all of the operations, such that control, significant influence or joint control
is lost , the proportionate share of the related cumulative gains and losses previously recognised in the FCTR through
the other income are included in determining the profit or loss on disposal of that operation recognised in profit or loss.

4.4 Financial instruments

(i)    Non-derivative financial assets

Non-derivative financial assets comprise loans and receivables.

Loans and receivables are recognised on the date of origination. All other financial assets are recognised initially on the trade
date at which the Group becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, or the Group transfers
the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and
rewards of ownership of the financial assets are transferred, or it neither transfers nor retains substantially all of the risk and
rewards of ownership and does not retain any control over the transferred asset. Any interest in transferred financial assets that is
created or retained is recognised as a separate asset or liability.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such
assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition
loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise trade and other receivables, restricted cash, investment in the Platinum Producer’s
Environmental Trust and cash and cash equivalents.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank
overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the statement of cash flows.

(ii)   Non-derivative financial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they originated. All other
financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of
the instrument.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expire.

Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, trade and other payables.

Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial
recognition these financial liabilities are measured at amortised cost using the effective interest method.

The difference between the amount received and the amount recognised at fair value on initial recognition, is recognised as a
fair value gain or loss in profit and loss (excluding loans with a shareholder).

For loans and borrowings with a shareholder, refer to note 4.22, Transactions with a shareholder.

(iii)   Derivative financial instruments, including hedge accounting

The Group held derivative financial instruments to hedge its interest rate risk exposures. Embedded derivatives are separated
from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the
embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would
meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and
hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the
methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at
the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be
“highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the year for
which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash
flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to
variations in cash flows that could ultimately affect reported net income.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described
below.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to particular risk
associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the
effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in
the hedging reserve in equity. The amount recognised in other comprehensive income is reclassified to profit or loss in the same
period as the hedged cash flows affects profit or loss under the same line item in the statement of comprehensive income
as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or
loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the
designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the
forecast transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognised
in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the
forecast transaction is no longer expected to occur, then the balance in other comprehensive income is reclassified immediately
to profit or loss. In other cases the amount reclassified in other comprehensive income is transferred to profit or loss in the same
period that the hedged item affects profit or loss.

Separate embedded derivatives

Changes in the fair value of separated embedded derivatives are recognised immediately in profit or loss.

Other derivatives

When a derivative financial instrument is not held for trading purposes and is not designated in a qualifying hedge relationship, all
changes in its fair value are recognised immediately in profit or loss.

(iv)   Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share
options are recognised as a deduction from equity, net of any tax effects.

Preference share capital

Preference share capital is classified as equity if it is non-redeemable, redeemable for a fixed number of the Company’s
shares, or redeemable only at the Company’s option, and any dividends are discretionary. Dividends thereon are recognised
as distributions within equity upon approval by the Company’s Board of Directors.

Preference share capital is classified as a financial liability if it is redeemable on a specific date or at the option of the
holders, or if dividend payments are not discretionary. Dividends thereon are recognised as finance expense in profit or loss as
accrued.

Treasury shares

Shares issued to subsidiaries are reflected as treasury shares on consolidation.

4.5 Accounting for borrowing costs

In respect of borrowing costs relating to qualifying assets, the Group capitalises borrowing costs that are directly attributable
to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.

4.6 Property, plant and equipment

Mining assets, including mine development cost and infrastructure costs, mine plant facilities and buildings are measured at
historical cost less accumulated depreciation and impairment losses.

Mining assets are capitalised to capital work-in-progress and transferred to mining property, plant and equipment when the
mining venture reaches commercial production.

Capitalised mine development and infrastructure costs include expenditure incurred to develop new mining operations and to
expand the capacity of the mine to the extent that it gives rise to future economic benefit. Costs include borrowing costs
capitalised during the construction period where qualifying expenditure is financed by borrowings, the cost of materials and
direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use as well as an
estimate of the costs of dismantling and removing the items and restoring the site on which they are located. Items of mining
property, plant and equipment, excluding capitalised mine development and infrastructure costs, are depreciated on a straight -
line basis over their expected useful life. Capitalised mine development and infrastructure are depreciated on a units of
production basis. Depreciation is charged on mining assets from the date on which they are available for use.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.

Property, plant and equipment are depreciated over their estimated useful lives as follows:

          Land                                                                     Not depreciated

          Mine development and infrastructure                                      units of production

          Plant and equipment                                                      1 – 30 years

          Buildings                                                                5 – 30 years

          Motor vehicles                                                           1 – 5 years

          Furniture and fittings                                                   1 – 10 years

Items of property, plant and equipment that are withdrawn from use, or have no reasonable prospect of being recovered
through use or sale, are regularly identified and written off.

The assets' residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting
date.

Subsequent expenditure relating to an item of property, plant and equipment is capitalised when it is probable that future
economic benefits from the use of the assets will be increased.

Repairs and maintenance are recognised in profit or loss during the period in which they are incurred.

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal
with the carrying amount of the asset and are recognised net within profit or loss.

4.7 Intangible assets

(i)     Goodwill
Goodwill is measured at cost less accumulated impairment losses and is not amortised. In respect of equity accounted
investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on
such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity
accounted investee.

(ii)    Other intangible assets

Other intangible assets include purchased software. These intangible assets are recognised if it is probable that future economic
benefits will flow to the entity from the intangible assets and the costs of the intangible assets can be reliably measured.

Purchased software is stated at cost less amortisation and impairment losses and is amortised on a straight line basis over its
estimated useful life of 10 years and is recognized in profit and loss. The amortisation method and estimated useful life are
reviewed at least annually.

(iii)   Mineral property interests

Mineral property interests are carried at cost less impairment losses. Gains and losses on disposal of mineral property interests
are determined by comparing the proceeds from disposal with the cost less impairment losses of the asset and are recognized
net within profit or loss.

Mineral property interests transferred between segments (subsidiaries) is recognised at the nominal amount paid. The resulting
profit or loss caused by the transfer of mineral property interests is recognised in profit or loss of the segment (subsidiar y).

4.8 Impairment of assets

(i)     Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. For goodwill the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the
purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating
unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating
units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating units exceeds its estimated
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-
generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the
carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior
years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(ii)        Financial assets (including receivables)

A financial asset not measured at fair value through profit or loss is assessed at each reporting date to determine whether there
is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has
occurred after the initial recognition of the asset, for example:

        -      Default or delinquency by a debtor

        -      Indications that a debtor will enter into bankruptcy

and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually
significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed
for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively
assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment, the
Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for
management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be
greater or less that suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest
rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired
asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of
impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

4.9 Inventories

Inventories, comprising of consumables and concentrate, are measured at the lower of cost and net realisable value.

The cost of inventories is based on the average cost of ore in stockpiles and comprises all costs incurred to the stage immediately
prior to stockpiling, including costs of extraction and crushing, as well as processing costs associated with ore stockpiles, based on
the relevant stage of production.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and
selling expenses.

4.10 Employee benefits

(i)         Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution pension plans are recognised as an employee benefit expense in profit or loss in the years during which services
are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in
future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the
year in which the employees render the service are discounted to their present value.

(ii)        Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has
a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.

(iii)       Share-based payment transactions

The grant date fair value of equity-settled share-based payment awards granted to employees is recognised as an employee
cost, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the
awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and
non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on
the number of awards that do meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is
measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to employees in respect of the share appreciation rights (SARs), which are settled in
cash, is recognised as an expense with a corresponding increase in liabilities over the period that the employees
unconditionally become entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any
changes in the fair value of the liability are recognised as employee costs in profit or loss.

Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity
instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments
are obtained by the Group.

(iv)   Termination benefits

Termination benefits are recognised as an expense at the earlier of when Group can no longer withdraw the offer of those
benefits and when Group recognizes costs for a restructuring. If benefits are not expected to be wholly settled within 12 months of
the reporting date, then they are discounted.

4.11 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance expense.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an
outflow of economic benefits will be required, the provision is reversed.

(i)    Environmental rehabilitation provisions

Estimated environmental provisions, comprising pollution control, rehabilitation and mine closure, are based on the Group’s
environmental policy taking into account current technological, environmental and regulatory requirements. The provision
for rehabilitation is recognised as and when the environmental liability arises. To the extent that the obligations relate to the
construction of an asset, they are capitalised as part of the cost of those assets. The effect of subsequent changes to
assumptions in estimating an obligation for which the provision was recognised as part of the cost of the asset is adjusted
against the asset. Any subsequent changes to an obligation which did not relate to the initial construction of a related asset
are recognised in profit or loss.

4.12 Platinum Producers’ Environmental Trust

Contributions to the Platinum Producers Environmental Trust are determined on the basis of the
estimated environmental obligation over the life of a mine. Contributions made are recognised in non-current investments, and
are held by the Platinum Producers’ Environmental Trust. Interest earned on monies paid to rehabilitation trust funds is
accrued on a time proportion basis and is recognised as finance income.

4.13 Revenue

Revenue arising from the sale of metals and intermediary products is recognised when the price is determinable, the product
has been delivered in accordance with the terms of the contract, the significant risks and rewards of ownership have been
transferred to the customer and collection of the sales price is reasonably assured. These criteria are typically met when the
concentrate reaches the smelter.

Revenue from the sale of metals and intermediary products in the course of ordinary activities is measured at the fair va lue of
the consideration received or receivable. Revenue further excludes value-added tax and mining royalties.

4.14 Lease payments

(i)    Operating leases - Lessor

Operating lease income is recognised as income on a straight-line basis over the lease term.

Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset
and recognised as an expense over the lease term on the same basis as the lease income. Income for leases is disclosed
under other income in profit or loss.

(ii)   Operating leases - Lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between
the amounts recognised as an expense and the contractual payments are recognised as an operating lease liability. This liability
is not discounted.

Any contingent rents are expensed in the period they are incurred.

4.15 Investment income and finance expense

Finance income comprises interest income on funds invested and interest received on loans and receivables. Interest
income is recognised as it accrues in profit or loss, using the effective interest method.

Finance expense comprises interest expense on borrowings, unwinding of the discount on provisions, dividends on preference
shares classified as liabilities and gains/losses on hedging instruments that are recognised in profit or loss. Borrowing costs
that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or
loss using the effective interest method.

Cash flows from dividends and interest received are classified under operating activities in the Statement of Cash Flows.

4.16 Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to
the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income .

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax also
includes any tax arising from dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that the group controls
the timing of the revrsal of the temporary difference and it is probable that they will not reverse in the foreseeable future. In
addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax
consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset if there is a legally enforceable right to
offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their ta x assets and
liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent tha t it is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

4.17 Earnings per share

The Group presents basic and diluted earnings/(loss) per share (“EPS”) data for its common shares. Basic EPS is calculated by
dividing the profit or loss attributable to owners of the Company by the weighted average number of common shares
outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss
attributable to owners of the Company and the weighted average number of common shares outstanding, adjusted for
own shares held and for the effects of all dilutive potential common shares, which include share options granted to employees.

4.18 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and
incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All
operating segments’ operating results are reviewed regularly by the Group’s Chief Executive Officer (who is considered the
chief operating decision maker) to make decisions about resources to be allocated to the segment and assess its performance,
and for which discrete financial information is available.

4.19 Exploration expenditure

Exploration and evaluation costs incurred prior to determination of the feasibility of mining operations are expensed as
incurred. Re-imbursement of previously expensed exploration and evaluation costs are recognised as other income in profit
or loss.

Mineral property acquisition costs include the cash consideration and the fair market value of shares issued for mineral
property interests pursuant to the terms of the relevant agreements. These costs will be amortised over the estimated life of the
property following commencement of commercial production, or written off if the property is sold, allowed to lapse, or when an
impairment of value has been determined to have occurred.

4.20 Non-current assets held for sale or distribution

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale
or distribution rather than through continuing use, are classified as held for sale or distribution. Immediately before classification as
held for sale or distribution, the assets, or components of a disposal group are remeasured in accordance with the Group’s
accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair
value less costs to sell. An impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and
liabilities on a pro rata basis, except that no loss is allocated to inventories and deferred tax assets, which continue to be
measured in accordance with the Group’s accounting policies.

Impairment losses on initial classification as held for sale or distribution and subsequent gains and losses on remeasurement are
recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Once classified as held for sale or distribution, intangible assets and property, plant and equipment are no longer amortised or
depreciated.

4.21 Share-based payment transactions

The fair value of the employee share options is measured using the Black-Scholes option pricing model. Measurement inputs
include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average
historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the
instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free
interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are
not taken into account in determining fair value.

The fair value of the cash-settled SARs is measured using the Black-Scholes valuation model. Measurement inputs include
share price on measurement date, strike price of the instrument, expected volatility (based on weighted average historic
volatility adjusted for changes expected due to publicly available information), vesting, expiry and exercise dates, expected
dividends and the risk free interest rate (based on the Bond Exchange of South Africa).

4.22 Transaction with a shareholder

When a transaction is with a shareholder at terms and conditions that would not be expected from a third part y, it is clear that
either the company or the shareholder obtained a benefit because of the shareholder relationship. This benefit is recognised
directly in equity.

In respect of loans with shareholders, the difference between the loan received and the amount recognised at fair value on initial
recognition, is recognised as a fair value gain or loss directly in equity.

In respect of loans with shareholders, the difference between the loan settled and the amount recognized at fair value on
settlement date, is recognised as a fair value gain or loss directly in equity.

4.23 New standards and interpretations


Effective for the financial year commencing 1 January 2014

-    IAS 32 Offsetting Financial Assets and Financial Liabilities

-    IFRS 10, IFRS 12 and IAS 27 amendment Investment entities

-    IFRIC 21 Levies

-    Recoverable Amount Disclosures for Non-Financial Assets (Amendment to IAS 36)

-    Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)


Effective for the financial year commencing 1 January 2015

-    Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)


To be decided

-    IFRS 9 Financial Instruments


All Standards and Interpretations will be adopted at their effective date.

Management is currently in the process of assessing the impact of the above-mentioned changes, if any.

5.       DETERMINATION OF FAIR VALUES

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-
financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the
following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in
the notes specific to that asset or liability.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values
are recognized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follow s:

     -     Level 1: Quote prices (unadjusted) in active markets for identical assets or liabilities

     -     Level 2: inputs other than quote prices included in level 1 that are observable for the asset or liability, either directly ( i.e.
           as prices) or indirectly (i.e. derived from prices)

     -     Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

If the inputs used to measure the fair value of an asset or liability to the entire measurement lowest level input that is si gnificant
might be categorized in different levels of fair value hierarchy, then the fair value measurement is categorized in its entirety in
the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement.

5.1 Property, plant and equipment

The fair value of items of property, plant and equipment, acquired in a business combination is based on the market approach
using market prices and other relevant information generated by market transactions involving similar items when available and
replacement cost when appropriate.

The fair value of mining rights included in property, plant and equipment acquired as part of a business combination is
determined using the multi-year excess earnings method, whereby the subject asset is valued after deducting a fair return on all
other assets that are part of creating the related cash flows.

5.2 Mineral property interest

The fair value of mineral property interests acquired in a business combination is determined using a market comparative
approach. In applying a market comparative approach, a selection of appropriate historic transactions is used to determine an
average transaction value.


5.3 Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market
rate of interest at the reporting date.

5.4 Non-derivative financial liabilities

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of
interest at the reporting date. This fair value is determined for disclosure purposes.

6.     FINANCIAL RISK MANAGEMENT

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment in which all employees
understand their roles and obligations.

Overview

The Group has exposure to the following risks from its use of financial instruments:
       -     credit risk
       -     liquidity risk
       -     interest rate risk
       -     foreign currency risk
       -     commodity price risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are
included throughout these consolidated financial statements.

(i)    Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers, and cash and equivalents.
Management has evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their
obligations.

Trade and other receivables

Trade receivables represents sale of concentrate to Rustenburg Platinum Mines Limited (“RPM”) in terms of a concentrate off-
take agreement. The carrying value represents the maximum credit risk exposure. The Group has no collateral against these
receivables. The terms of the receivables are 60 days and therefore require no impairment.

100% of the Group’s revenue is generated in South Africa from sale of concentrate by Bokoni Platinum Mines Proprietary Limited
(“Bokoni Mine”) to RPM.

Cash and cash equivalents

At times when the Group’s cash position is positive, cash deposits are made with financial institutions having superior local credit
ratings.

(ii)   Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group ensures that
there is sufficient capital in order to meet short term business requirements, after taking into account cash flows from
operations and the Group’s holdings of cash and cash equivalents. This is facilitated via the Senior Term Facility, as
amended on 26 September 2012 and settled on 13 December 2013, the New Senior Facility and the Working Capital Facility
entered into on 13 December 2013. The Group’s cash and cash equivalents are invested in business accounts which are
available on demand.

An alternative funding arrangement was entered into with RPM whereby an advance on the Purchase of Concentrate revenue
(“Advance”) on the concentrate sales made to RPM by Bokoni was provided. This arrangement was available from 1 November
2013 until 30 November 2014 and has been extended to 31 March 2015.

The Group operates in South Africa and is subject to currency exchange controls administered by the South African Reserve
Bank (“SARB”). South African law provides for exchange control regulations that restrict the export of capital. The exchange
control regulations, which are administered by SARB, regulate transactions involving South African residents, including legal
entities, and limit a South African company's ability to borrow from and repay loans to non-residents and to provide guarantees
for the obligations of its affiliates with regard to funds obtained from non-residents.

A portion of the Company's funding for its South African operations consist of loans advanced to its South African subsidiari es
from subsidiaries that are non-residents of South Africa. The Company is in compliance with SARB regulations and is therefore
not subject to restrictions on the ability of its South African subsidiaries to transfer funds to the Company or to other sub sidiaries.
In addition, the SARB has introduced various measures in recent years to relax the exchange controls in South Africa to entice
foreign investment in the country. However, if more burdensome exchange controls were proposed or adopted by the SARB in
the future, or if the Company was unable to comply with existing SARB regulations, such exchange control regulations could
restrict the ability of the Company and its subsidiaries to repatriate funds needed to effectively finance the Company’s
operations.

The maturity profile of the contractual undiscounted cash flows of financial instruments, including scheduled interest payments
on loans and borrowings, at 31 December were as follows:

                                         2014           2015             2016          2017            Thereafter             Total
2013
Non-derivative financial liabilities

Loans and borrowings                    74,774,668    7,318,397         13,102,767    60,199,898         214,439,463         369,855,193
Trade and other payables                36,923,487             -                 -             -                    -         36,923,487

Total 2013                             111,698,155    7,318,397         13,102,767    60,199,898         214,439,463         406,778,680




                                         2013           2014             2015          2016            Thereafter             Total
2012
Loans and borrowings                      754,531     4,142,905           562,335    190,021,619         562,416,835         757,898,225
Trade and other payables                14,319,136             -                 -             -                    -         14,319,136

Total 2012                              15,073,667    4,142,905           562,335    190,021,619         562,416,835         772,217,361


(iii)   Interest rate risk

As a result of the Group acquiring the Bokoni business during 2009, the Group had secured loan facilities with Standard
Chartered Bank plc (“Standard Chartered”) and RPM. Standard Chartered provided a loan of $50.7 million (ZAR500 million)
and RPM provided a loan of $48.6 million (ZAR480 million) to the Group which was subject to interest rate risk. On 28 April
2011, the Standard Chartered loan was ceded to RPM with revisions to certain terms of the loan including a reduction in the
interest rate to 3 month JIBAR plus 4% (9.585% at 31 December 2011) from a 3 month JIBAR plus applicable margin (4.5%)
and mandatory cost (1.27%) (refer to note18).

The Group previously entered into an interest rate swap arrangement with Standard Chartered to fix the variable interest rate on
$50.7 million (ZAR500 million) of the principal amount of the loan at 14.695% which arrangement was settled on 28 April 2011
with funding obtained from RPM. This funding has the same terms as the debt ceded to RPM and is also subject to interest rate
risk.
On 28 September 2012, Atlatsa entered into an Amendment and Interim Implementation Agreement pursuant to which Atlatsa
implemented the first phase of the broader restructuring, recapitalization and refinancing transaction, which was first announced by
Atlatsa in a news release dated February 2, 2012.The first phase of the Restructure Plan involved an amendment to the terms of
the Senior Term Loan Facilities Agreement (now a consolidated facility) dated June 12, 2009 between Plateau, as borrower and
RPM, as lender to increase the total loan facility available by approximately $268.4 million (ZAR2.65 billion). The additional loan
proceeds were used to repay the existing OCSF and fund share subscriptions by Plateau into Bokoni Platinum Holdings
Proprietary Limited (“Bokoni Holdco”) and by Bokoni Holdco into Bokoni Mine (the “Share Subscriptions”) for the purpose of
repayment of certain existing loan facilities by Plateau, Bokoni Holdco and Bokoni Mine.

The interest rate payable on the debt owing has been reduced to an annual effective rate of 5.98% (linked to JIBAR), which was
5.22% at 31 December 2013) compared to 6.27% at the end of Fiscal 2012. These revised loans are also subject to interest rate
risk.

The method used in the sensitivity analysis is to assume a change in basis points. A 100 basis point increase in the interest rate
at 31 December 2013 on the RPM loans would have changed the profit/(loss) and equity for the year by approximately
$1,294,102 (2012: $2,478,813) and a 100 basis point decrease by ($1,276,489) (2012: ($3,694,508)). This analysis
assumes that all other variables remain constant.

(iv)    Foreign currency risk

The Group, from time to time, enters into transactions for the purchase of supplies and services denominated in
foreign currency. As a result, the Group is subject to foreign exchange risk from fluctuations in foreign exchange rates. The
Group has not entered into any derivative or other financial instruments to mitigate this foreign exchange risk.

Within the Group, certain loans between Group entities amounting to $50.0 million (2012: $50.6 million) are exposed to foreign
exchange fluctuations. The method used in the sensitivity analysis is to assume a change in the $/ZAR exchange rate. The
closing ZAR to $ exchange rate for the year ending 31 December 2013 was ZAR9.87 (2012:ZAR8.53). A 10% change in the
$/ZAR exchange rate at 31 December 2013 would have resulted in an increase/decrease of $5.0 million (2012: $5.1 million) in
profit/(loss) and equity. The Group has no significant external exposure to foreign exchange risk. All loans and borrowings are
denominated in ZAR (refer note 18).

(v)     Commodity price risk

The value of the Group’s revenue and resource properties depends on the prices of PGM’s and their outlook. The Group
does not hedge its exposure to commodity price risk. PGM prices historically have fluctuated widely and are affected by
numerous factors outside of the Group’s control, including, but not limited to, industrial and retail demand, forward sales by
producers and speculators, levels of worldwide production, and short-term changes in supply and demand because of hedging
activities.

The Group revenue amounts to $195,621,452 (ZAR1,828,237,870) and is exposed to commodity price fluctuations. The method
used in the sensitivity analysis is to assume a change in the 4E basket price. A 10% change in the 4E basket price at 31
December 2013 would have resulted in an increase/decrease of $19.6 million in profit or loss and equity.

(vi)    Capital risk management

The primary objective of managing the Group’s capital is to ensure that there is sufficient capital available to support the funding
and operating requirements of the Group in a way that optimises the cost of capital, maximizes shareholders’ returns, matches
the current strategic business plan and ensures that the Group remains in a sound financial position.

The Group manages and makes adjustments to the capital structure which consists of debt and equity as and when borrowings
mature or when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. The Group
may also adjust the amount of dividends paid, sell assets to reduce debt or schedule projects to manage the capital structure .
Atlatsa ’s ability to raise new equity in the equity capital markets is subject to the mandatory requirement that Atlatsa Holdings
Proprietary Limited (“Atlatsa Holdings”) (formerly Pelawan Investments Proprietary Limited), its majority Black Economic
Empowerment (“BEE “) shareholder, retain a 51% fully diluted shareholding in the Company up until 1 January 2015, as required
by covenants given by Atlatsa Holdings and Atlatsa in favour of the Department of Mineral Resources (“DMR”), the SARB and
Anglo Platinum.

During the year the Group entered into an Advance on concentrate sales agreement to manage capital risk. (Please refer to
liquidity risk section). There were no other changes to the Group’s approach to capital management during the year.
(vii) Summary of the carrying value of the Group’s financial instruments
At 31 December 2013                                                                                            Financial
                                                                                          Loans and          liabilities at
                                                                                         receivables        amortised cost
Platinum Producers’ Environmental Trust**                                                     3,292,979                   -
Trade and other receivables*                                                                32,730,150                    -
Cash and cash equivalents*                                                                  40,655,103                    -
Restricted cash*                                                                                265,293                   -
Loans and borrowings*                                                                                  -         187,016,588
Trade and other payables*                                                                              -          36,923,487
At 31 December 2012                                                                                                Financial
                                                                                            Loans and              liabilities at
                                                                                          receivables            amortised cost
Platinum Producers’ Environmental Trust**                                                   3,250,760                       -
Trade and other receivables*                                                                1,154,526                       -
Cash and cash equivalents*                                                                 14,580,886                       -
Restricted cash*                                                                              535,502                       -
Loans and borrowings*                                                                         230,283              435,791,920
Trade and other payables*                                                                           -               14,319,136


*Not measured at fair value and carrying amount is a reasonable approximation of the fair value due to the short-term to maturity.

**Not measured at fair value and the carrying amount is a reasonable approximation of fair value due to this being cash deposits.


The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include the fair value information for financial assets and financial liabilities not measured at fair
value, if the carrying value is a reasonable approximation of the fair value.



                                                                                                  2013                                          2012
                                                                                    Carrying               Fair value                Carrying     Fair value
                                                                                     value                   (level 2)                  value      (level 2)
Loans and borrowings                                                               187,016,588             187,016,588         435,791,920       435,791,920

The carrying amount of loans and borrowings approximate fair value, as the loans were recognized at fair value on the 28
September 2012 and subsequently adjusted for all changes in drawdowns.

The contractual value of the loans and borrowings (financial liabilities at amortised cost) at 31 December 2013 was $225,463,195
(ZAR2,225,697,880) (2012:$ 554,659,611 (ZAR4,732,590,541)).

     (a) Valuation techniques and unobservable inputs:

           The following table shows the valuation techniques used in measuring level 2 fair values, as well as the significant
           unobservable input used:



              Type                                              Valuation technique                                  Significant unobservable inputs

              Loans and borrowings                              Discounted cash flows                                Not applicable

     (b) Key assumptions:

              -     JIBAR rates changing per quarter

              -     Cash flow assumption changes per quarter

              -     Drawdowns made in the quarter


 7.     PROPERTY, PLANT AND EQUIPMENT

 Summary
                                                                                2013                        2012
 Cost
 Balance at beginning of year                                            856,549,652                  876,764,628
 Additions                                                                   278,200                        2,563
 Transferred from capital work-in-progress                                41,942,185                   40,632,355
 Disposals                                                                (2,982,768)                        (934)
 Adjustment to rehabilitation assets                                       2,697,102                    1,391,080
 Effect of translation                                                  (118,438,167)                 (62,240,040)
 Closing Balance                                                         780,046,204                  856,549,652
 Accumulated depreciation and impairment losses
 Balance at beginning of year                                            108,092,747                   77,840,208
 Depreciation for the year                                                39,397,747                   37,091,152
 Disposals                                                                (1,964,190)                        (353)
 Effect of translation                                                   (16,658,582)                  (6,838,260)
 Closing Balance                                                         128,867,722                  108,092,747
 Carrying value                                                          651,178,482                  748,456,905




2013                                          Total             Mining       Plant and       Buildings           Motor           Furniture
                                                            Development      Equipment                          Vehicles            and
                                                                 and                                                              Fittings
                                                            Infrastructure
Cost
Balance at beginning of year                 856,549,652      708,159,785     97,125,875      46,689,356         4,023,134          551,502
Transfer between classes                                -         132,671      (132,671)                  -                -                 -
Additions                                        278,200          278,200                -                -                -                 -
Transferred from capital work-in-             41,942,185       37,291,369      3,209,728        378,776          1,037,835           24,477
progress
Disposals                                     (2,982,768)      (2,547,828)       (80,094)       (49,299)         (305,547)                   -
Adjustment to rehabilitation assets            2,697,102         2,697,102               -                -                -                 -

Effect of translation                       (118,438,167)     (98,082,194)   (13,343,352)    (6,351,687)         (584,811)          (76,123)
Closing Balance                              780,046,204      647,929,105     86,779,486      40,667,146         4,170,611          499,856

Accumulated depreciation and
impairment losses
Balance at beginning of year                 108,092,747       86,442,543     13,145,963       5,239,931         2,788,850          475,460
Transfer between classes                                -         121,611      (121,611)                  -                -                 -
Depreciation for the year                     39,397,747       30,318,959      5,924,448       2,399,196          736,195            18,949
Disposals                                     (1,964,190)      (1,694,392)       (51,125)       (2,876)          (215,797)                   -
Effect of translation                        (16,658,582)     (13,252,132)    (2,096,333)      (838,531)         (406,072)          (65,514)
Closing Balance                              128,867,722      101,936,589     16,801,342       6,797,720         2,903,176          428,895
Carrying Value                               651,178,482      545,992,516     69,978,144      33,869,426         1,267,435           70,961




                                                                    2012                                          Total               Mining          Plant and        Buildings            Motor         Furniture
                                                              Development         Equipment                            Vehicles          and
                                                                   and                                                                 Fittings
                                                              Infrastructure
Cost
Balance at beginning of year                876,764,628         723,436,727        99,012,259       50,028,250          3,708,511        578,881
Additions                                         2,563                      -                -                    -              -        2,563
Transferred from capital work-in-            40,632,355          34,744,984         5,158,567          123,021           595,206          10,577
progress
Disposals                                         (934)                  -                -                    -        (934)                 -
Adjustment to rehabilitation assets           1,391,080            1,391,080                  -                    -              -               -

Effect of translation                       (62,240,040)        (51,413,006)       (7,044,951)      (3,461,915)         (279,649)        (40,519)
Closing Balance                             856,549,652         708,159,785        97,125,875       46,689,356          4,023,134        551,502

Accumulated depreciation and
impairment losses
Balance at beginning of year                 77,840,208          64,473,077         7,812,645        2,941,882          2,198,682        413,922
Depreciation for the year                    37,091,152          27,506,955         6,113,731        2,603,784           772,849          93,833
Disposals                                          (353)                  -                -                -            (353)                 -
Effect of translation                        (6,838,260)         (5,537,489)        (780,413)        (305,735)          (182,328)        (32,295)
Closing Balance                             108,092,747          86,442,543        13,145,963        5,239,931          2,788,850        475,460
Carrying Value                              748,456,905         621,717,242        83,979,912       41,449,425          1,234,284         76,042


 The recoverable amount of mining assets and goodwill reviewed for impairment is determined based on value-in-use calculations.
 All mining assets and goodwill are allocated to one cash-generating-unit (“CGU”). Key assumptions relating to this valuation
 include the discount rate and cash flows used to determine the value-in-use. Future cash flows are estimated based on financial
 budgets approved by management which is based on the mine’s life-of-mine plan. Management determines the expected
 performance of the mine based on past performance and its expectations of market developments which are incorporated into a
 life-of-mine plan.

 Key assumptions used in the value-in-use calculation of the impairment assessment of mining assets were the following:

       -    Life-of-mine – 39 years (2012: 31 years)

       -    South African real discount rate – 10.97% (2012: 9.64%)

       -    Range of PGM prices – based on market expectations. Initial price of US$1,551/oz (2012: US$1,735/oz) for platinum in
            2014.

       -    Range of ZAR/US$ exchange rates – based on market expectations. Initial exchange rate of ZAR9.44/US$ used in 2014

       -    Production of 4E ounces starts at 214,245 (2012: 197,101) ounces in 2014, building up to 374,327 (2012: 412,000)
            ounces in 2029 and gradually scales down towards the end of the life of mine.

       -    Sensitivity analysis:


            Sensitivity Analysis           WACC                             90%            100% (Base NPV)                        110%

              Price (4E basket)            10.97%                     567,505                     819,389                    1,066,467

                  Production               10.97%                     674,074                     819,389                     963,658

                Operating Cost             10.97%                     922,920                     819,389                     714,087

                        WACC               10.97%                     961,912                     819,389                     703,458

                        Capital            10.97%                     839,532                     819,389                     799,194



8.     CAPITAL WORK-IN-PROGRESS

Capital work-in-progress consists of mine development and infrastructure costs relating to the Bokoni Mine and will be
transferred to property, plant and equipment when the relevant projects are commissioned.
                                                                                            2013               2012
Balance at beginning of year                                                                    20,027,764              20,826,290
Additions                                                                                       50,987,358              38,917,145
Transfer to property, plant and equipment                                                     (41,942,185)            (40,632,355)
Capitalisation of borrowing costs                                                                1,502,507                 2,382,069
Effect of translation                                                                           (3,278,963)            (1,465,385)
                                                                                                27,296,481              20,027,764

Capital work-in-progress is funded through cash generated from operations and available loan facilities (refer note 18).
9.     OTHER INTANGIBLE ASSETS

Cost                                                                                                  2013                     2012
Balance at beginning of year                                                                     2,898,047                 3,113,175
Additions                                                                                                    -                        -
Effect of translation                                                                            (393,165)                 (215,128)
Balance at end of year                                                                           2,504,882                 2,898,047
Accumulated amortisation and impairment losses
Balance at beginning of year                                                                     2,096,119                 1,217,970
Amortisation for the year                                                                          387,422                 1,001,726
Effect of translation                                                                            (305,009)                 (123,577)
Balance at end of year                                                                           2,178,532                 2,096,119
Carrying value                                                                                     326,350                  801,928

The intangible asset relates to the implementation of a SAP system throughout the Group during 2011. The asset is amortised on
a straight line basis over ten years.



Change in estimate

On 31 May 2013, management assessed the remaining useful life of the SAP system and identified that the remaining useful
life on 31 May 2013 was 10 years.

- this was done to bring the period over which the SAP system is amortised in line with the actual remaining useful life over
which the SAP system will be used.

- the remaining useful life at the beginning of the year was therefore 10 years and 5 months.

The change in useful life of the SAP system had the following impact on amortisation, included in Cost of Sales:

                                                                                                     2013                     Later

(Decrease)/increase in Amortisation                                                              (326,350)                 326,350

It is impractical to determine what the difference in future periods will be, as we do not know what the future exchange rates will
be and therefore cannot determine the split between amortisation and exchange rate differences.


10.       MINERAL PROPERTY INTERESTS

                                                                                                          2013                     2012
Balance at beginning of year                                                                        11,903,918               12,370,437
Mineral property interests sold                                                                     (3,449,797)                            -
Effect of translation                                                                                 (841,678)               (466,519)
                                                                                                     7,612,443               11,903,918
Assets classified as held for sale:
Ga-Phasha                                                                                                      -            (3,836,670)
Boikgantsho                                                                                                    -                (30,589)
                                                                                                               -            (3,867,259)
                                                                                                     7,612,443                8,036,659

The Group’s mineral property interest consists of various early stage exploration projects as detailed below:

Ga-Phasha

The mineral title relating to the Ga-Phasha Project was held by Ga-Pasha Platinum Mines Proprietary Limited

On 13 December 2013, the Company sold two (Paschaskraal and De Kamp) of the four farms in GPM to RPM as part of the
refinancing and restructuring plan of the Group and Klipfontein and Avoca were incorporated into Bokoni Mine .

Platreef

As of 1 July 2009, the Group holds an effective 51% in Platreef properties located on the Northern Limb of the Bushveld
Igneous Complex (“BIC”) in South Africa. The Group has received conversion to new order prospecting rights in respect of all
Platreef mineral properties.

Boikgantsho

As of 1 July 2009, the Boikgantsho joint venture agreements terminated and Boikgantsho Platinum Mine Proprietary Limited
(“BPM”), a private company incorporated under the laws of South Africa, a wholly-owned subsidiary of Bokoni Holdco, acquired
the interest in and assets relating to the Boikgantsho Project (“Boikgantsho Project”).

On 13 December 2013, the Company sold the BPM mineral assets to RPM as part of the refinancing and restructuring plan of the
Group.

Kwanda

As of 1 July 2009, the Kwanda joint venture agreements terminated and Kwanda Platinum Mine Proprietary Limited, a private
company incorporated under the laws of South Africa, a wholly-owned subsidiary of Bokoni Holdco, a cqui red the interest in
assets relating to the Kwanda Project (“Kwanda Project”). Atlatsa owns an effective 51% interest in this project. The Group
received conversion to new order prospecting rights for the Kwanda North and Kwanda South properties.

Rietfontein

The Group has entered into a settlement agreement (the "Agreement") effective 11 December 2009 with Ivanhoe Nickel &
Platinum Ltd. ("Ivanplats") to replace and supersede the 2001 agreement relating to the Rietfontein property located on the
Northern Limb of the BIC. The Agreement settles the arbitration process relating to disagreements with respect to the exploration
activities undertaken at the Rietfontein property. Salient terms of the new Agreement are as follows:
      -    Both parties abandon their respective claims under dispute forming the subject matter of arbitration.
      -    The existing joint operation (“JO”) between the parties is amended such that the current Rietfontein JO is extended to
           incorporate a defined area of Ivanplats' adjacent Turfspruit mineral property. Both parties retain their existing prospecting
           rights in respect of mineral properties in their own names but make these rights and technical information available to the
           extended JO ("the Extended JO").
      -    Atlatsa will be entitled to appoint a member to the Extended JO technical committee and all technical programmes going
           forward will be carried out with input from Atlatsa.
      -    Atlatsa is awarded a 6% free carried interest in the Extended JO, provided that the Extended JO contemplates an open pit
           mining operation, incorporating the Rietfontein mineral property. Atlatsa has no financial obligations under the Extended JO
           terms and Ivanplats is required to fund the entire exploration programme to feasibility study with no financial recourse to
            Atlatsa. On delivery of the feasibility study, Atlatsa may elect to either:
       -   Retain a participating interest of 6% in the Extended JO and finance its pro rata share of the project development going
           forward; or
       -   Relinquish its participating interest of 6% in the Extended JO in consideration for a 5% net smelter return royalty in
           respect of mineral products extracted from those areas of the Rietfontein mineral property forming part of the Extended
           JO mineral properties.

11.   GOODWILL

                                                                                                       2013                  2012
Balance at beginning of the year                                                               10,234,394              10,994,115
Effect of translation                                                                         (1,388,454)                (759,721)
                                                                                                8,845,940              10,234,394

For impairment considerations, refer note 7. The goodwill relates to the acquisition of Bokoni Mine.

12.   PLATINUM PRODUCERS’ ENVIRONMENTAL TRUST

The Group contributes to the Platinum Producers' Environmental Trust annually. The Trust was created to fund the estimated
cost of pollution control, rehabilitation and mine closure at the end of the lives of the Group’s mines. Contributions are
determined on the basis of the estimated environmental obligation over the life of a mine. The Group’s share of the cash
deposits made is reflected in non-current cash deposits held by Platinum Producers' Environmental Trust.

 Opening balance                                                                                 3,250,760               2,928,591

 Contributions                                                                                     431,999                 461,681

 Growth in environmental trust                                                                      78,427                  85,312

 Effect of translation                                                                           (468,207)                (223,825)

 Closing balance                                                                                 3,292,979               3,250,760

The non-current cash deposits are restricted in use as it is to be used exclusively for pollution control, rehabilitation and mine
closure at the end of lives of the Group’s mines. Any shortfall is covered by RPM guarantee.

13.   INVENTORIES

Consumables and concentrate                                                                       373,698                 769,447

14.   TRADE AND OTHER RECEIVABLES

Financial assets                                                                                       2013                    2012
Trade receivables                                                                               31,300,081                  913,558
Other trade receivables                                                                          1,430,069                  240,968
                                                                                                32,730,150                1,154,526
Non-financial assets
Prepayments                                                                                      1,046,385                1,213,925
Lease debtor                                                                                           2,330                          -
Value added tax                                                                                        3,234                564,953
Employee receivables                                                                                          -             337,901
Other receivables                                                                                             -                1,095
                                                                                                33,782,099                3,272,400

The Group has one major customer with an outstanding account within the agreed payment terms. As a result, no allowance for
impairment losses has been recognised.


15.   CASH AND CASH EQUIVALENTS

Bank balances                                                                              40,655,103                  14,530,030
Cash on hand                                                                                           -                   50,856
                                                                                           40,655,103                  14,580,886

16.   RESTRICTED CASH

Restricted cash – ESOP Trust                                                                  265,293                    535,502

Restricted cash consist of cash and cash equivalents held by the Bokoni Platinum Mine ESOP Trust, which is not available to fund
operations.

During the year, there were distributions to beneficiaries in terms of the trust deed to the value of $219,356 (ZAR2,036,732)
(2012: $nil).

17.   SHARE CAPITAL

Authorised and issued
                                                                                                Number of shares
Common shares with no par value                                                           201,888,472                 201,888,472
B2 Convertible Preference shares of $0.1481 (ZAR1) each                                       115,800                     115,800
B3 Convertible Preference shares of $0.1481 (ZAR1) each                                       111,600                     111,600


The Company's authorised share capital consists of an unlimited number of common shares without par value. During 2009
cumulative convertible “B” preference shares were issued to facilitate the acquisition of the 51% shareholding in Bokoni
Holdco.

Share capital

Share capital                                                                             74,150,116                    74,150,116
Share issue costs                                                                         (2,183,033)                   (2,183,033)
                                                                                          71,967,083                    71,967,083

Treasury shares                                                                             4,991,726                   4,991,726


Treasury shares relate to shares held by the ESOP Trust in Atlatsa, which is consolidated by the Group.
                                                                                                 2013                       2012
Convertible Preference shares
B2 Convertible Preference shares                                                               17,150                      17,150
B3 Convertible Preference shares                                                              16,528                       16,528
Share premium                                                                            162,876,322                  162,876,322
                                                                                         162,910,000                  162,910,000


$162.9 million (ZAR 1.1 billion) was raised through share-settled financing with the issue of cumulative mandatory convertible
“B” preference shares (“B Prefs”) to RPM and a subsidiary of Atlatsa Holdings to finance the 51% acquisition in Bokoni Holdco
on 1 July 2009. The final effects of the share settled financing will result in RPM receiving a fixed number of 115.8 million
common shares of Atlatsa and Atlatsa Holdings, Atlatsa’s controlling shareholder, receiving a fixed number of 111.6 million
common shares.

These preference shares are convertible upon the earlier of the date of receipt of a conversion notice from RPM and
1 July 2018.

A dividend will be declared on the last business day immediately prior to the conversion date, in terms of a formula set out in
the preference share subscription agreement.

On 14 January 2014, these shares were converted as a result of the Group’s refinancing and restructuring plan. Refer note 37
for details.

18.   LOANS AND BORROWINGS



RPM – Working Capital Facility (related party)                                                 3,039,000                -
RPM – Consolidated facility (related party)                                                             -    430,570,710
RPM – New Senior Facility (related party)                                                    176,691,263                -
RPM – Interest free loan (related party)                                                       2,928,688       3,388,374
RPM – Shareholder loan (related party)                                                         3,267,477                -
Other                                                                                          1,090,160       1,832,836
                                                                                             187,016,588     435,791,920
Short-term portion
RPM – New Senior Facility (related party)                                                    (75,975,000)               -
Other                                                                                          (721,367)        (823,731)
                                                                                             (76,696,367)       (823,731)
Non-current liabilities                                                                      110,320,221     434,968,189




The carrying value of the Group’s loans and borrowings changed during the year as follows:

                                                                                                    2013            2012
Balance at beginning of the year                                                             435,791,920     745,552,722
Loan from RPM – OCSF                                                                                    -     72,872,141
Loan from RPM – Consolidated Facility                                                         68,921,455                -
Loan repaid - RPM                                                                        (620,494,506)      (111,307,515)
Loan from RPM – Transaction Cost Facility                                                        749,000                -
Loan repaid – Transaction Cost Facility                                                         (769,223)               -
Loans repaid - other                                                                            (695,785)     (1,048,243)
Loan from RPM – New Senior Debt Facility                                                     237,770,925                -
Loan from RPM – Working Capital Facility                                                       3,194,816                -
Loan from RPM – Shareholder loan                                                               3,451,333                -
Commitment fee capitalised                                                                              -        (82,457)
Finance expenses accrued                                                                      57,227,112      84,546,911
Funding loan raised – RPM (related party)                                                               -    315,612,211
Redemption of A Preference shares                                                                       -   (401,782,311)
Commitment fee liability                                                                                -         82,457
De-recognition of OCSF and Senior funding loan                                                          -   (682,365,807)
Recognition of consolidated facility                                                                    -    682,365,807
Fair value loss/(gain) on additional draw downs of Consolidated
Facility                                                                                     (25,900,282)               -
AG8 adjustments on Consolidated Facility                                                      (8,512,338)   (215,470,758)
Derecognition of facility at a Bokoni Holdco and Plateau level                               133,100,219                -
Fair value loss/(gain) on recognition of New Senior Debt Facility                            (51,586,902)               -
Fair value loss/(gain) on additional draw down of New Senior Debt
Facility                                                                                        (748,112)               -
Effect of translation                                                                        (44,482,992)    (53,183,238)
Balance at end of the year                                                                   187,016,588     435,791,920
Short-term portion
RPM - New Senior Debt Facility                                                                  (75,975,000)                     -
Other                                                                                             (721,367)             (823,731)
                                                                                                (76,696,367)            (823,731)
Non-current portion                                                                             110,320,221          434,928,189
The fair value adjustments of the consolidated facility and new senior facility and subsequent adjustments are made up of the
following:


Fair Value gain – owners of the company                                                      (60,614,173)          (102,291,808)
Fair value (gain)/loss – Non-controlling interest (refer note 24)                            (17,621,123)          (127,814,103)
Subsequent adjustments (refer note 24)                                                       129,159,136              14,635,153
                                                                                              50,923,840           (215,470,758)

The terms and conditions for the outstanding borrowings at 31 December 2013 are as follows:

Senior Term Loan Facility (subsequently recognised as part of the “Consolidated facility”)

On 28 April 2011, the Senior Term Loan Facility with Standard Chartered Bank (“SCB”) and FirstRand Bank acting through its
division, Rand Merchant Bank (“RMB”) was ceded to Anglo Platinum through its subsidiary, RPM. The outstanding interest rate
swap was settled with funding obtained from RPM.

The debt ceded to RPM had similar terms as the Senior Term Loan Facility except for certain revisions. The revised terms of the
loan was a reduction in the interest rate from a 3 month JIBAR plus applicable margin (4.5%) and mandatory cost (11.735% at 31
December 2010) to 3 month JIBAR plus 4% (9.575% at 31 December 2011). The total facility had also been increased from $94.4
million (ZAR750 million) to $117.1 million (ZAR930 million). The commencement of re-payments was then deferred by one year
from 31 January 2013 to 31 January 2014.
On 28 September 2012, Atlatsa entered into an Amendment and Interim Implementation Agreement pursuant to which Atlatsa
implemented the first phase of the broader restructuring, recapitalization and refinancing transaction, which was first announced by
Atlatsa in a news release dated 2 February 2012.
The first phase of the Restructure Plan involved an amendment to the terms of the Senior Term Loan Facilities Agreement (now a
consolidated facility) dated 12 June 2009 between Plateau, as borrower and RPM, as lender to increase the total loan facility
available by approximately $268.4 million (ZAR2.65 billion). The additional loan proceeds were used to repay the existing OCSF
and fund share subscriptions by Plateau into Bokoni Holdco and by Bokoni Holdco into Bokoni Mine (the “Share Subscriptions”) for
the purpose of repayment of certain existing loan facilities by Plateau, Bokoni Holdco and Bokoni Mine.

The interest rate payable on the debt owing was reduced to an annual effective rate of 6.27% (linked to the 3-month JIBAR) from
the current effective rate of 12.31%. Due to the significant change in the terms of the loan, the Senior Term Loan Facility was
derecognised and a new loan recognised at fair value – the Consolidated facility.

On 27 March 2013, as part of Phase Two of the Restructure Plan, RPM agreed to make additional facilities available to the
Company when, amongst other things, the conditions precedent to such draw downs were met. Due to the delay in the conditions
precedent being met, on 28 May 2013, the parties signed an Amendment Agreement, making available $21.8 million (ZAR215.7
million) of the additional facilities.

On 12 December 2013, the conditions precedent were met and on 13 December 2013, the Consolidated facility was repaid and
the additional facilities were made available under the New Senior Facility. The repayment terms of the New Senior Debt Facility
include quarterly cash sweeps when cash is available with the debt to be reduced to $101.3 million by 31 December 2018, $50.7
million by 31 December 2019 and fully repaid by 31 December 2020.

The covenants relating to the New Senior Facility were waived by RPM until 31 December 2014.

RPM - Funding Loans (subsequently recognised as part of the “Consolidated facility”)

This loan was between RPM and Bokoni Holdco and consisted of the retention of the original RPM loans for an amount of $56.3
million (ZAR480.3 million)

As a result of the changes to the Senior Term Loan Facility, the commencement of the repayments of the $56.3 million was also
deferred by one year from 31 January 2013 to 31 January 2014 and is payable in semi-annual instalments. The unpaid principal
balance would bear interest at the interest rate and on the same terms as the revised Senior Term Loan Facility ceded by SCB to
Anglo Platinum. The total facility had also been increased from $84.4 million (ZAR720 million) to $104.7 million (ZAR893 million).

On 28 September 2012, the loan was derecognised as a result of the significant change in the terms of the loan and a new loan
was recognised at fair value – called the Consolidated facility.

RPM – OCSF (subsequently recognised as part of the “Consolidated facility”)

Under the Operating Cash flow Shortfall Facility (“OCSF”), if funds are requested by Bokoni (and authorised by Bokoni Holdco),
RPM shall advance such funds directly to Bokoni. At 31 December 2012, $200.8 million (ZAR1.71 billion) of the available $252.8
million (ZAR2.16 billion) has been advanced by RPM. The remaining facility may be utilised only for the purposes of operating or
capital expenditure cash shortfalls at Bokoni. In addition, RPM has extended the terms of the OCSF facility to fund cash shortfalls
up to 31 January 2013.

The OCSF Loan was originally payable in semi-annual instalments starting 31 January 2013 to the extent cash is available after
payment of the Senior Term Facility and the RPM funding loan. The unpaid principal balance on the OCSF will bear interest at a
fixed rate of 15.84%, compounded quarterly in arrears. Based on the revised terms on the Senior Facility with RPM, repayment will
also be deferred by one year from 31 January 2013 to 31 January 2014.

On 28 September 2012, the loan was derecognised as a result of the significant change in the terms of the loan and a new loan
was recognised at fair value – called the Consolidated facility

RPM – New Senior Debt Facility

As at 13 December, 2013, the facility under the New Senior Facilities Agreement is $233 million (ZAR2,300 million).

On 13 December 2013 with the implementation of Phase II of the restructure plan, the Consolidated Facility was converted to the 
New Senior Debt facility and one of the implementation steps was to make a repayment under the consolidated facility by drawing 
down on the New Senior Debt facility, to give effect to the revised terms of the facility. .

The repayment terms of the New Senior Debt Facility, includes quarterly cash sweeps, when cash is available. Atlatsa will be 
required to reduce the New Senior Debt Facility owing to RPM to an outstanding balance (including capitalized interest) of 
$101.3 million (ZAR1 billion) as at 31 December 2018, and $50.7 million (ZAR500 million) as at 31 December 2019 and zero 
at 31 December 2020.

RPM – Working Capital Facility

On 13 December 13, 2013, Plateau and RPM entered into a Working Capital Facility whereby RPM will make a maximum of $3.0
million (ZAR30 million) per year available to Plateau during each of 2013, 2014 and 2015 for an aggregate facility of $9.1 million
(ZAR90 million), including capitalized interest to fund Atlatsa’s corporate and administrative expenses through to 2015.

Pursuant to the terms of the Working Capital Facility, interest will be charged on the outstanding amounts of the Working Capital
Facility at a three-month JIBAR plus 4% per annum. The balance of the Working Capital Facility cannot exceed $9.1 million
(ZAR90 million) at any time. Atlatsa cannot pay any dividends until the Working Capital Facility is fully repaid. The Working Capital
Facility will be repayable in full by 31 December, 2018.

The Company was not entitled to the Working Capital Facility until, amongst other things, the conditions precedent to implement
Phase Two had been met (which were only met on 12 December, 2013).

Prior to implementation of Phase Two of the Restructure Plan and as an interim measure pursuant to closing of the Restructure
Plan, the parties agreed to a Transaction Cost Loan Agreement, as signed and implemented on 28 May, 2013. A facility of $2.3
million (ZAR22.5 million) was made available under this agreement. The additional facility of $11.1 million (ZAR110 million) under
the Amendment Agreement, implemented on 28 May, 2013 was inclusive of the $2.3 million (ZAR22.5 million) provided for under
the Transaction Cost Loan Agreement.

As at 30 September, 2013 a draw down of $0.7 million (ZAR7 million) was made under the Transaction Cost Loan Agreement. On
13 December, 2013 the $0.7 million (ZAR7 million) inclusive of interest was repaid from the draw down on the Working Capital
Facility.

Please refer to the going concern note for further information regarding the Working Capital facility.

RPM – Interest-free loan

This loan is between RPM and Bokoni Holdco. The loan is interest-free and repayable 12 months and 1 day after requested by
RPM.
RPM – Shareholder loan

The treatment of this shareholder’s loan is to be decided by the Bokoni Holdco Board of Directors as per the Bokoni Holdco
Shareholders Agreement. This loan bears no interest and no repayment terms.



                                                                
Other

This loan is between Plateau and the Deloitte Mining Shared Service Centre (“DMSSC”) relating to the financing of the SAP
system (refer note 9). The loan bears interest at prime (8.5% at 31 December 2013) plus 2% and is payable in quarterly
instalments starting 31 March 2011.

Security

The Senior Term Loan Facility was secured through various security instruments, guarantees and undertakings provided by the
Group against 51% of the cash flows generated by the Bokoni Mine, together with 51% of the Bokoni Mine asset base. The New
Senior Facility is secured in the same manner as the Senior Term Loan Facility. Refer note 37 for events after the reporting date.
The Group’s debt is denominated in ZAR, which is translated to the presentation currency of the Company.


19.   DEFERRED TAX

Deferred tax liabilities and assets on the statement of financial position relate to the following:
                                                                                                          2013                 2012
Deferred tax liabilities
Property plant and equipment (including capital work-in-progress)                               191,993,931             214,355,251
Prepayments                                                                                            275,213              289,060
Environmental trust fund contributions                                                                 756,400              742,633
Fair value gain on consolidated debt facility                                                     21,966,118             20,552,705
Gross deferred tax liability                                                                    214,991,662             235,939,649
Deferred tax assets
Provision for environmental liabilities                                                          (3,108,143)            (2,740,214)
Unredeemed capital expenditure                                                                  (50,291,274)           (41,839,861)
Accrual for employee leave liabilities                                                           (1,355,126)            (1,080,158)
Liability for share-based compensation                                                                (963,445)           (154,345)
Calculated tax losses                                                                           (43,498,036)           (47,783,999)
Deferred tax asset not recognised                                                                     8,743,744                      -
Gross deferred tax asset                                                                        (90,472,280)           (93,598,577)
Net deferred tax liability                                                                      124,519,382             142,341,072



The movement in the net deferred tax liability recognised in the statement of financial position is as follows:


Balance at beginning of year                                                                          142,341,072     144,032,213
Current year                                                                                          (3,190,180)       6,069,415
Prior year adjustment                                                                                             -     2,530,794
Fair value gain/(loss) recognised directly in equity                                                  (2,325,969)      34,261,529
Effect of translation                                                                             (12,305,606)        (44,552,879)
                                                                                                      124,519,382     142,341,072




As at 31 December the Group had not recognised the following net deferred tax assets:
                                                                                                   2013                 2012
Deferred tax assets                                                                        (35,527,483)          16,098,160
The unrecognised temporary differences are:
Unredeemed capital expenditure                                                                1,421,345            1,644,438
Tax losses                                                                                 (37,659,097)          12,930,100
Other deductible temporary differences                                                        2,749,613            2,536,651
Foreign exchange losses                                                                      (2,039,344)         (1,013,029)
                                                                                           (35,527,483)          16,098,160


Deferred tax assets have not been recognised for the above temporary differences as it is not probable that the respective Group
entities to which they relate will generate future taxable income against which to utilise the temporary differences.
Gross calculated tax losses expire as follows:

2014-2018                                                                                  (2,715,067)             (4,456,781)
Thereafter                                                                                (10,977,393)           (11,271,792)
Indefinitely                                                                             (183,158,562)          (200,495,074)
                                                                                         (196,851,023)          (216,223,647)



20.   PROVISIONS
Non-current provisions                                                                            2013                   2012

Rehabilitation provision
Balance at beginning of the year                                                            9,786,479               8,383,708
Capitalised to property, plant and equipment                                                2,697,102               1,391,080
Unwinding of interest                                                                         647,680                672,204
Transferred to income statement                                                              (554,417)                         -
Effect of translation                                                                      (1,476,333)              (660,513)
Balance at end of year                                                                     11,100,511               9,786,479
Future net obligations
Undiscounted rehabilitation cost                                                           18,797,660             13,511,417
Amount invested in environmental trust fund (refer note 12)                                (3,292,979)            (3,250,760)
Total future net obligation – Undiscounted                                                 15,504,681             10,260,657

The Group intends to finance the ultimate rehabilitation costs from the money invested in environmental trust funds, ongoing
contributions as well as the proceeds on sale of assets and metals from plant clean-up at the time of mine closure.

Key assumptions used in determining the provision:
Discount period – Underground                                                             26.5 years               27.5 years
Discount period – Opencast mine                                                             10 years                           -
South African discount rate (risk free rate)                                                    8.2%                    7.2%
South African inflation                                                                         5.5%                    6.0%
The method used in the sensitivity analysis is to assume a change in basis points. The change in basis point is applied to one
variable while the other variable remains constant.

Sensitivity – change in provision                                                     Inflation rate    Inflation rate
                                                                                     (discount rate    (discount rate
                                                                                          constant)         constant)
1% increase                                                                              2,291,298        2,883,347
1% decrease                                                                            (1,860,610)      (2,245,647)
                                                                                     Discount rate     Discount rate
                                                                                     (inflation rate   (inflation rate
                                                                                          constant)         constant)
1% increase                                                                            (1,803,212)      (2,204,478)
1% decrease                                                                              2,250,392        2,875,672

21.   TRADE AND OTHER PAYABLES
                                                                                               2013             2012
Financial liabilities
Trade payables                                                                           25,485,317       4,737,638
Other payables                                                                           11,438,170       9,581,498
                                                                                         36,923,487      14,319,136
Non-financial liabilities
Payroll accruals                                                                          2,387,606       1,579,747
Leave liabilities                                                                         3,785,549       4,504,703
Share-appreciation rights                                                                 3,359,180         376,648
Lease accrual                                                                               681,323            2,690
Value added tax                                                                          24,741,810         105,711
                                                                                         71,878,955      20,888,635

22.   REVENUE

Revenue from mining operations by commodity:
                                                                            2013               2012              2011
Platinum                                                             120,127,718         72,048,362       85,146,242
Palladium                                                             38,233,831       19,887,921       23,999,481
Rhodium                                                                8,404,880         6,097,887        9,910,678
Nickel                                                                14,684,989         9,870,789      14,414,240
Other                                                                 14,170,034         9,652,372      10,936,075
                                                                     195,621,452        117,557,331      144,406,716

Revenue consists of the sale of concentrate to RPM (a related party).

23.   COST OF SALES

Cost of sales includes:
Labour costs                                                            89,037,773       80,915,283       86,226,560
Stores costs                                                            39,065,648       29,147,878       33,519,868
Power and compressed air                                                13,958,444       12,057,211       11,871,488
Contractors cost                                                        29,155,947       14,723,372       18,059,940
Other costs                                                             22,767,295       21,581,660       19,174,646
Inventory movement                                                         422,723           (38,257)        (855,227)
Depreciation                                                            39,368,466       37,000,404       41,969,530
                                                                       233,776,296        195,387,551      209,966,805


                                                              
24.     FAIR VALUE GAIN ON CONSOLIDATED FACILITY
In the prior year, Atlatsa and Anglo Platinum announced the completion of the first phase (“Phase One”) of the restructure plan for
the refinancing, recapitalisation and restructure of the Group. In terms of Phase One of the Restructure Plan, the Senior Term
Loan Facility Agreement dated 12 June 2009 between the Company as borrower, and RPM as lender, was amended to increase
the total amount available, and this amount was utilised to repay the amounts owed to RPM under the Operating Cash Shortfall
Facility (“OCSF”).
Atlatsa and RPM subscribed for ordinary share capital in Bokoni Holdco ($205.5 million and $19.5 million respectively) and the
proceeds were used to redeem the existing “A” Preference Share Facility that was outstanding to RPM. These transactions
resulted in all outstanding debt owing to RPM being consolidated into one single facility (the “Consolidated Debt Facility”) on terms
and conditions agreed between the parties, including an interest rate adjustment, which lowered the Company’s cost of borrowing
from an effective annual cash flow interest rate of 12,31% to 6.27% (linked to the 3 month JIBAR rate – 5.13% at 31 December
2012).
As a result of this debt consolidation and associated interest rate adjustment the Company has recognised a fair value gain of
$90.6 million (ZAR 742.5 million) in its 2012 financial statements, representing the fair value difference between the Company’s
new costs of borrowing under the Consolidated Debt Facility when compared to a market related cost of borrowing available to the
Company.
On 13 December 2013 Atlatsa and Anglo Platinum announced the completion of the Phase Two of the restructure plan for the
refinancing, recapitalisation and restructure of the Group. In terms of Phase Two of the Restructure Plan, the New Senior Debt
Facility between the Company as borrower, and RPM as lender, was amended to increase the total amount available, and this
amount was utilised to repay the amounts owed to RPM under the Consolidated Debt Facility.
As a result of this debt consolidation and associated interest rate adjustment, the Company has recognised fair value gains and
AG8 adjustments of $47,9 million (ZAR448.6 million) in its 2013 financial statements, representing the fair value difference
between the Company’s new costs of borrowing under the New Senior Debt Facility compared to a market related cost of
borrowing available to the Company.

                                                      Through       Through profit/loss       Total –       Directly in
                                                  profit/loss       (Non-Controlling         through      equity (Non-
                                               (Owners of the           interest)         profit/loss     controlling
2013                                                 Company)                                                interest)
Fair value gain of draw downs on                  (8,279,158)         (17,621,123)        (25,900,281)               -
Consolidated Facility
AG8 adjustments on Consolidated Facility          (8,517,641)              5,302           (8,512,339)               -
Derecognition of facility between RPM and         38,748,472                   -           38,748,472       94,351,747
Bokoni Holdco
Deferred tax impact on fair value of loans                 -                   -                    -        4,571,259
recognized in equity
Fair value gain on recognition of New            (51,586,902)                  -          (51,586,902)               -
Senior Debt Facility
Fair value gain of draw downs on the New            (748,112)                  -             (748,112)               -
Senior Debt Facility
                                                 (30,383,341)          (17,615,821)       (47,999,162)      98,923,006

*Movement related to Non-controlling interest is due to changes in the fair value of a shareholders loan being accounted for directly in equity


The AG8 adjustment relates to revised estimates of payments and receipts (cash flows) by the end of 31 December 2013 as
compared to cash flows used in computing the fair value at 13 December 2013.


                                                     Through            Through                 Total –       Directly in
                                                  profit/loss         profit/loss             through         equity (Non-
                                                (Owners of the           (Non-              profit/loss        controlling
2012                                                  Company)         Controlling                               interest)
                                                                        interest)
Day 1 fair value gain on Consolidated Debt         102,291,808                  -           102,291,808        127,814,103
Facility
Effect of translation                                2,932,480                  -             2,932,480                  -
AG8 adjustments                                    (10,725,589)        (3,909,563)          (14,635,152)                  -
                                                    94,498,699         (3,909,563)           90,589,136        127,814,103


                                                                                                 
25.   FINANCE INCOME

Interest received – Financial assets at amortised                   2013                    2012                      2011
cost
Platinum Producers’ Environmental Trust                            78,427                  85,312                   82,685
Bank accounts                                                     252,164                 296,950                  662,905
                                                                  330,591                 382,262                  745,590



26.   FINANCE EXPENSES

                                                                            2013                2012                  2011

Financial liabilities at amortised cost
“A” Preference shares (related party)                                             -       33,258,103            47,409,220
OCSF and funding facilities (related party)                                       -       24,209,389            30,903,663
Senior Term Loan Facility (related party)                                         -       12,274,479             9,132,826
Consolidated debt facility                                          55,837,155            14,180,371                      -
New Senior Facilities Agreement                                      1,197,435                      -                     -
Working Capital Facility                                                15,328                      -                     -
Transaction Cost Facility                                               20,223                      -                     -
Interest on fair value of interest rate swap                                      -                 -              546,169
Other                                                                  177,758               244,314               702,438
                                                                    57,247,899            84,166,656            88,694,316
Non-financial liabilities
Notional interest – rehabilitation provision                           647,680               672,204               644,045
Commitment fees on OCSF                                                           -          380,409               631,838
Transaction costs                                                                 -                 -            3,852,116
                                                                       647,680             1,052,613             5,127,999


Total finance costs before interest capitalised                     57,895,579            85,219,269            93,822,315
Interest capitalised                                               (1,502,507)           (2,382,069)           (1,777,431)
Total finance costs                                                 56,393,072            82,837,200            92,044,884

The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation during the year is 13.94%
(2012: 12.6%).

27.     PROFIT/(LOSS) BEFORE INCOME TAX

Loss before income tax as stated includes the following:

Operating lease expense – buildings                                   164,189               227,869                275,450
Restructuring costs                                                           -                     -               44,323
Share-based payment expense – equity settled                           21,783               309,769              2,140,038
Share-based payments expense – cash settled                         (837,758)              (389,858)              (437,152)
Interest rate swap fair value                                                 -                     -            2,550,958
Depreciation and amortisation                                      39,785,169             38,092,878            43,224,377



28.     INCOME TAX

SA normal taxation
Capital Gains Tax                                                                                            7,043,536                 -                 -
Current tax – prior year                                                                                              -         162,375                  -
Deferred tax – prior year                                                                                             -        6,069,415                 -
Deferred tax – current year                                                                                 (3,190,116)        2,530,794       32,667,499
Securities Transfer Tax                                                                                               -        1,801,294                 -
                                                                                                             3,853,420        10,563,878       32,667,499


Tax rate reconciliation:
                                                                                                                     2013           2012             2011
Statutory Canadian tax rate                                                                                       25.75%             25%          26.50%
Other disallowed expenditure                                                                                        0.07%          0.96%          (0.17%)
Transaction costs disallowed                                                                                        0.52%         (0.20%)         (0.57%)
Preference dividends disallowed                                                                                           -      (10.96%)         (6.92%)
Non taxable income                                                                                               (45.03%)                  -             -
Equity settled share based compensation                                                                             0.29%         (0.51%)         (0.32%)
Investment income not taxable                                                                                     (0.02%)          0.03%           0.01%
Tax adjustments – prior year                                                                                              -       (7.32%)                -
Deferred tax assets not recognised                                                                                14.37%          (2.27%)         (1.81%)
Securities Transfer Tax                                                                                                   -       (2.12%)                -
Capital gains tax                                                                                                   6.79%                  -             -
Recoupment of finance expense                                                                                             -      (18.17%)                -
Effect of rate differences                                                                                          0.98%          3.12%           1.04%
Effective taxation rate                                                                                             3.72%        (12.44%)         17.76%


29.     OTHER COMPREHENSIVE INCOME NET OF INCOME TAX

Components of other comprehensive income:

Foreign currency translation differences for foreign operations*                                             (27,068,629)       2,415,302      (7,913,856)
Effective portion of changes in fair value of cash flow hedges                                                            -                -    1,602,501
Reclassification to profit or loss on settlement of cash flow                                                             -                -    2,521,654
hedge
                                                                                                             (27,068,629)       2,415,302      (3,789,701)

*shown net of tax as there is no tax impact


Attributable to:

Owners of the Company                                                                                           (613,130)       1,481,466      (1,994,738)
Non-controlling interest *                                                                                   (26,455,499)         933,836      (1,794,963)
                                                                                                             (27,068,629)       2,415,302      (3,789,701)

*- Relates to the foreign currency translation differences for foreign operations in 2013, 2012 and 2011.


30.   EARNINGS PER SHARE

The calculation of basic earnings per share for the year ended 31 December 2013 was based on the profit/(loss) attributable to
owners of the Company of $199,492,438 (2012: ($18,717,839); 2011: ($81,928,814)), and a weighted average number of common
shares of 426,290,432 (2012: 424,791,411; 2011: 424,783,603).
At 31 December 2013 share options were excluded in determining diluted weighted average number of common shares as all the
options were significantly undervalued and were not exercised. (2012 and 2011, share options were excluded in determining
diluted weighted average number of common shares as their effect would have been anti-dilutive.)

Issued common shares at 1 January                                     201,888,473           201,888,473          201,813,473
Effect of shares issued in financial year                                         -                    -               67,192
Treasury shares                                                        (2,998,041)           (4,497,062)          (4,497,062)
Convertible “B” Preference shares - issued on 1 July 2009             227,400,000           227,400,000          227,400,000
Weighted average number of common shares at 31 December               426,290,432           424,791,411          424,783,603

The basic earnings per share for the year ended 31 December 2013 was 47 cents (2012: (4 cents); 2011: (19 cents)).

The calculation of diluted earnings per share for the year ended 31 December 2013 was based on the profit/(loss) attributable to
owners of the Company of $199,492,438 (2012: ($18,717,839); 2011: ($81,928,814)), and a weighted average number of common
shares of 429,288,473 (2012: 424,791,411; 2011: 424,783,603).
At 31 December 2013 share options were excluded in determining diluted weighted average number of common shares as all the
options were significantly undervalued and were not exercised. (2012 and 2011, share options were excluded in determining
diluted weighted average number of common shares as their effect would have been anti-dilutive.)

Issued common shares at 1 January                                     201,888,473           201,888,473          201,813,473
Effect of shares issued in financial year                                         -                    -               67,192
Treasury shares                                                                   -          (4,497,062)          (4,497,062)
Convertible “B” Preference shares - issued on 1 July 2009             227,400,000           227,400,000          227,400,000
Weighted average number of common shares at 31 December               429,288,473           424,791,411          424,783,603

The diluted earnings per share for the year ended 31 December 2013 was 46 cents (2012: (4 cents); 2011: (19 cents)).



31.     CASH GENERATED (UTILISED) BY OPERATIONS

                                                                        2013           2012            2011
Profit/(loss) before income tax                                  103,722,697    (85,002,992)   (180,532,047)
Adjustments for:
Finance expense                                                   56,393,072     82,837,200      92,044,884
Finance income                                                      (330,591)      (382,262)       (745,590)
Non-cash items:
Depreciation and amortisation                                     39,785,169     38,092,878      43,224,377
Equity-settled share-based compensation                              799,726      1,346,509       2,140,038
Loss on disposal of property, plant and equipment               (170,402,784)           581         339,068
Settlement of cash flow hedge                                               -              -      2,550,958
AG8 Adjustments                                                  (47,999,163)   (90,589,136)               -
Balance due on sale of mineral properties                          3,103,227               -               -
Rehabilitation adjustment                                           (554,415)              -               -
Other                                                                       -              -         69,200
Cash utilised before ESOP* transactions                          (15,483,062)   (53,697,222)    (40,909,112)
ESOP cash transactions (restricted cash)                             307,614        312,510         836,081
Cash utilised before working capital changes                     (15,175,448)   (53,384,712)    (40,073,031)
Working capital changes
(Increase)/decrease in trade and other receivables (i)           (32,914,115)    22,816,980       3,357,055
Increase/(decrease) in trade and other payables (ii)              56,906,061       (659,223)     (3,747,138)
Decrease/(increase) in inventories (iii)                             307,756        (38,257)       (855,227)
Cash generated/(utilised) by operations                            9,124,254    (31,265,212)    (41,318,341)
*Employee Share Option Scheme


(i)   (Increase)/decrease in trade and other receivables

Opening balance                                                    3,272,400     27,048,591      36,190,110
Closing balance                                                 (33,782,099)     (3,272,400)   (27,048,591)
Movement for the year                                           (30,509,699)     23,776,191       9,141,519
Effect of translation                                            (2,404,416)      (959,211)     (5,784,464)
                                                                (32,914,115)     22,816,980       3,357,055

(ii) Increase/(decrease) in trade and other payables

Opening balance                                                 (20,888,631)    (23,125,587)   (31,844,332)
Closing balance                                                   71,878,950     20,888,631      23,125,587
Movement for the year                                             50,990,319     (2,236,956)    (8,718,745)
Effect of translation                                              5,915,742      1,577,733       4,971,607
                                                                  56,906,061      (659,223)     (3,747,138)

(iii) Decrease/(increase) in inventories
                                                                       2013            2012           2011
Opening balance                                                      769,447        787,084               -
Closing balance                                                    (373,698)      (769,447)       (787,084)
Movement for the year                                                395,749        (17,637)      (787,084)
Effect of translation                                               (87,993)        (20,620)       (68,143)
                                                                     307,756        (38,257)      (855,227)




32.       SEGMENT INFORMATION

 The Group has two reportable segments as described below. These segments are managed separately based on the nature of
 operations. For each of the segments, the Group’s CEO (the Group’s chief operating decision maker) reviews internal
 management reports monthly. The following summary describes the operations in each of the Group’s reportable segments:

       -      Bokoni Mine - Mining of PGM’s.
       -      Projects - Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha exploration projects. Please refer to note 10 for
              the sale of mineral rights.
  The majority of operations and functions are performed in South Africa. An insignificant portion of administrative functions are
  performed in the Company’s country of domicile.
  The CEO considers earnings before net finance expense, income tax, depreciation and amortisation (“EBITDA”) to be an
  appropriate measure of each segment’s performance. Accordingly, the EBITDA for each segment has been included. All
  external revenue is generated by the Bokoni Mine segment.

                                                               31 December 2013                                     31 December 2012
                                               Bokoni Mine        Projects               Total       Bokoni Mine        Projects             Total     Note
 Revenue                                        195,621,452                  -     195,621,452       117,557,331                   -    117,557,331
 Cost of sales                                 (234,860,426)                 -    (234,860,426)     (196,735,768)                  -   (196,735,768)        (i)
 EBITDA                                          21,557,943        77,595,515          99,153,458    (60,985,577)        (36,943)       (61,022,520)        (ii)
 Profit/(loss) before income tax                (42,561,288)       77,595,515          35,034,227   (170,083,832)        (36,943)      (170,120,775)    (iii)
 Income tax                                        (140,414)        7,043,536           6,903,122     14,049,927                   -     14,049,927     (iv)
 Depreciation and amortization                  (38,949,245)                 -     (38,949,245)      (35,567,022)                  -    (35,567,022)     (v)
 Finance income                                     279,389                  -           279,389         280,872                   -        280,872     (vi)
 Finance expense                                (25,449,376)                 -     (25,449,376)      (73,812,106)                  -    (73,812,106)    (vii)
 Total assets*                                  764,378,809         2,527,644      766,906,453       827,304,772      114,373,668       941,678,440    (viii)
 Additions to non-current assets                    278,200                  -           278,200      38,917,145                   -     38,917,145     (ix)
 Total Liabilities                              (59,024,036)     (42,785,419)     (101,809,455)     (270,285,274)    (13,877,671)      (284,162,945)     (x)

 *includes all assets held for sale for 2012


 Reconciliations of reportable segment cost of sales, EBITDA, profit or loss before income tax, income tax, depreciation, finance
 income, finance expense, assets, addition to non-current assets and liabilities:

                                                                                                                        2013                         2012

(i)      Cost of sales

         Total cost of sales for reportable segments                                                            (234,860,426)             (196,735,768)
         Corporate and consolidation adjustments                                                                    1,084,128                  1,348,217
         Consolidated cost of sales                                                                             (233,776,298)             (195,387,551)




(ii)   EBITDA                                                                2013              2012

       Total EBITDA for reportable segments                             99,153,458       (61,022,520)
       Net finance expense                                             (56,393,072)      (82,454,938)
       Depreciation and amortisation                                   (39,785,169)      (38,092,878)
       Corporate and consolidation adjustments                         100,747,480        96,567,344
       Consolidated profit/(loss) before income tax                    103,722,697       (85,002,992)

(iii) Profit/(Loss) before income tax

       Total profit/(loss) before tax for reportable segments           35,034,227      (170,120,775)
       Corporate and consolidation adjustments                          68,688,470        85,117,783
       Consolidated profit/(loss) before income tax                    103,722,697       (85,002,992)


(iv) Income tax

       Taxation for reportable segments                                  6,903,122        14,049,927
       Corporate and consolidation adjustments                          (3,049,702)      (24,613,805)
       Consolidated taxation                                             3,853,420       (10,563,878)

(v)    Depreciation

       Depreciation for reportable segments                            (38,949,245)      (35,567,022)
       Corporate and consolidation adjustments                            (835,924)       (2,525,856)
       Consolidated depreciation                                       (39,785,169)      (38,092,878)

(vi) Finance income

       Finance income for reportable segments                              279,389           280,872
       Corporate and consolidation adjustments                              51,202           101,390
       Consolidated finance income                                         330,591           382,262

(vii) Finance expenses

       Finance expense for reportable segments                         (25,449,376)      (73,812,106)
       Corporate and consolidation adjustments                         (30,943,696)       (9,025,094)
       Consolidated finance expense                                    (56,393,072)      (82,837,200)

(viii) Total assets

       Assets for reportable segments                                  766,906,453       941,678,440
       Corporate and consolidation adjustments                           6,722,956      (127,613,111)
       Consolidated assets                                             773,629,409       814,065,329

(ix) Additions to non-current assets

       Additions to non-current assets for reportable segments             278,200        38,917,145
       Corporate and consolidation adjustments                                      -         21,010
       Consolidated additions to non-current assets                        278,200        38,938,155

(x)    Total liabilities

       Liabilities for reportable segments                            (101,809,455)     (284,162,945)
       Corporate and consolidation adjustments                        (292,705,976)     (324,645,161)
       Consolidated liabilities                                       (394,515,431)     (608,808,106)



                                                                

33.     SHARE OPTIONS

33.1     Equity-settled options

The Group has a share option plan approved by the shareholders that allows it to grant options, subject to regulatory terms and
approval, to its directors, employees, officers, and consultants to acquire up to 32,600,000 (2012: 32,600,000) common shares. As
at 31 December 2013, 5,110,000 options were outstanding and 27,490,000 options remained available to be granted. On 30 June
2009 the Company obtained shareholder and stock exchange approval to decrease the exercise price to C$1.29 per option for
8,061,000 share options, including stock options granted to certain insiders of the Company pursuant to repricing. The exercise
price of each option is set by the Board of Directors at the time of grant but cannot be less than the market price (less permissible
discounts) on the TSX Venture Exchange. Options have a term of up to a maximum of ten years (however, the Company has
historically granted options for up to a term of five years), and terminate 30 to 90 days following the termination of the op tionee’s
employment or term of engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board
of Directors at the time the options are granted. The continuity of share purchase options is as follows:
                                                                                                                       Contractual
                                                                                                                  weighted average
                                                               Weighted average                                      remaining life
                                                                  exercise price         Number of options                  (years)

Balance - 31 December 2011                                                     $ 1.11               12,162,667                 2.89
 Granted                                                                            -                         -
 Exercised                                                                          -                         -
 Cancelled                                                                       1.09                 (246,667)
 Expired                                                                         1.27               (3,983,000)

Balance – 31 December 2012                                                     $ 1.03                 7,933,000                2.14
 Granted                                                                            -                         -
 Exercised                                                                          -                         -
 Cancelled                                                                          -                         -
 Expired                                                                         1.21               (2,823,000)

Balance – 31 December 2013                                                     $ 0.93                5,110,000                 2.24

Options outstanding and exercisable at 31 December 2013 were as follows:

                                                                                    Number of            Number of       Weighted
                                                                                       options             options     average life
Expiry date                                                 Option price           outstanding              vested         (years)
25 June 2014                                                       $ 0.96                550,000            550,000             0.5
30 November 2016                                                   $ 0.84               4,060,000          4,060,000            2.9
1 May 2017                                                             $1.61             500,000            500,000             3.3
Total                                                                                   5,110,000          5,110,000
Weighted average exercise price                                                            $ 0.93             $ 0.93

The exercise prices of all share purchase options granted during the year were equal to or greater than the market price at the
grant date. Using the Black-Scholes option pricing model with the assumptions noted below, the estimated fair value of all options
granted have been reflected in the statement of changes in equity.


The share-based payments expense recognised during the year ended 31 December 2013 was $21,783 (2012: $309,769; 2011:
$1,156,036).

The assumptions used to estimate the fair value of options granted during the year were:
                                                                                     2013                     2012                 2011

Canadian risk- free interest rate                                                         2.8%                2.8%                 2.8%
Expected life                                                                        5-7 years            5-7 years           5- 7 years
Volatility                                                                                83%                  83%                 83%
Forfeiture rate                                                                             0%                  0%                   0%
Expected dividends                                                                          Nil                  Nil                 Nil

The volatility of the shares was calculated over the expected life of the option. Volatility was calculated by using available historical
information on the share price for Atlatsa equal to the expected life of the scheme.

The risk free rate for periods within the contractual term of the share right is based on the Government of Canada benchmark bond
yield.

33.2 Cash-settled share-based payments

The Group also currently has a scheme in place to award SARs to recognise the contributions of senior staff to the Group’s
financial position and performance and to retain key employees. These SARs are linked to the share price of the Group on the JSE
and are settled in cash on the exercise date.

A third of the SARs granted are exercisable annually from the grant date with an expiry date of 4 years from the grant date for
senior management and 5 years for lower and middle management. The offer price of these SARs equaled the closing market
price of the underlying shares on the trading date immediately preceding the granting of the SARs.

Vested shares                                                                        1,647,770            1,997,268                         -

Share appreciation rights granted (all unvested at year-end)                        15,166,658           15,327,601            6,294,869

Vesting year of unvested share appreciation rights:

Within one year                                                                     5,558,728             5,636,401              2,396,801
One to two years                                                                    7,048,597             5,273,200              2,025,134
Two to three years                                                                  2,559,333             4,418,000              1,872,934
Total number of shares unvested                                                    15,166,658            15,327,601              6,294,869

The value of the SARs expensed in the year ended 31 December 2013 was calculated as $1,024,512 (2012: $nil; 2011: $437,152;
2010: $947,176). Value of vested shares in 2013 was $368,828

The assumptions used to estimate the fair value of the SARS granted during the year were:

South African risk-free rate                                                    5.0% - 7.3%          4.9% - 5.8%                 6.4%
Volatility                                                                      88% - 113%           82% - 106%                 85.1%
Share Price                                                                             0.50                 0.15                 0.45
Weighted average exercise price                                                         0.23                 0.23                 0.55
Forfeiture rate                                                                          0%                   0%                   0%
Expected dividends                                                                        Nil                  Nil                  Nil

The only vesting conditions for the scheme are that the employees should be in the employment of the Group.

The volatility of the shares were calculated with the equally weighted standard approach of calculating volatility by using available
historical information on the share price for Atlatsa equal to the term to maturity of the scheme.

The risk free rates were obtained from the bootstrapped zero coupon perfect fit swap curve as at 31 December 2013, sourced from
the Bond Exchange of South Africa

33.3   Equity settled - Bokoni Platinum Mine ESOP Trust

Prior to the acquisition of Bokoni on 1 July 2009, certain employees of Bokoni were part of the Anglo Group Employee
Empowerment Scheme (“Kotula Scheme”). When Atlatsa acquired Bokoni, Anglo Platinum and Atlatsa replaced the Kotula
Scheme with the Bokoni Platinum Mine ESOP Trust (“ESOP Trust”), which has similar participation benefits to the Kotula Scheme.

The purpose of the ESOP Trust scheme is to incentivize and retain employees, promote BEE and increase broad-based and
effective participation in the equity of Atlatsa by historically disadvantaged persons.

The ESOP Trust holds and utilises ordinary shares in Atlatsa (refer note 17) for the benefit of the beneficiaries.

Any units that the employees held in the Kotula Scheme were exchanged into units in the ESOP Trust at a ratio of 15 units in the
ESOP Trust for every Kotula unit held. The remaining units in the ESOP Trust are allocated to the employees in five equal annual
installments beginning 31 March 2010 and for the next four years thereafter. Employees will receive an equal allocation of units.
Any units held by a beneficiary that are forfeited shall be added back to the number of unallocated units available for future
allocation.

The ESOP Trust shall dispose of the shares held in Atlatsa to the beneficiaries as follows:

       -    One third vested in proportion to the beneficiaries units on 16 May 2013;

       -    Half of the remaining balance of ordinary shares will vest in proportion to their interest on 16 May 2014; and

       -    The remaining balance of ordinary shares will vest in proportion to their interest on 16 May 2015.

The trustees (acting as agent on behalf of the beneficiaries) shall dispose of and sell as many shares as will be necessary to settle
all taxes payable by the beneficiaries. The beneficiaries may also direct the trustees to sell the distribution shares on behalf of the
beneficiaries and the proceeds of such sale, net of all expenses, shall be distributed to the beneficiaries.

If a beneficiary’s employment is terminated due to death, retrenchment, retirement, disability or ill-health, Bokoni will pay a cash
amount equal to the fair value of the beneficiary’s units to the beneficiary who will then cease to be a beneficiary of the ESOP
Trust. The units will be transferred to Bokoni who will become a beneficiary of the ESOP Trust. Where the beneficiary’s
employment is terminated prior to the termination date for any other reason, the beneficiary shall forfeit all his rights under the
scheme. The forfeited units will be added back to the number of unallocated units for future allocation.

At 31 December the following units were allocated:

                                                                                        2013                  2012                2011

Total units available for allocation                                            70,000,000            70,000,000             70,000,000
Allocation 1 July 2009                                                         (20,078,634)          (20,078,634)        (20,078,634)
Allocation 31 March 2010                                                       (10,282,759)          (10,282,759)        (10,282,759)
Allocation 31 March 2011                                                       (10,666,586)          (10,666,586)        (10,666,586)
Allocation 31 March 2012                                                       (11,081,905)          (11,081,905)
Allocation 31 March 2013                                                       (11,081,905)
Total units available for allocation at 31 December                               6,808,211           17,890,116             28,972,021

Units forfeited                                                                   1,378,332             1,535,309              1,492,429
South African risk free rate                                                            6.4%                 6.4%                   6.7%
Forfeiture rate                                                                          5%                    5%                    5%
Expected dividends                                                                       Nil                     Nil                  Nil

Exercise price                                                                           Nil                     Nil                  Nil

Share price at grant date (ZAR)                                                         8.00                 7.00                  11.10

The share-based payment expense recognised during the year ended 31 December 2013 was $955,704 (2012: $877,546; 2011:
$984,002).


34.   CONTINGENCIES
Deep Groundwater Pollution

The company has identified a future pollution risk posed by deep groundwater in certain underground shafts. Various studies
have been undertaken by Bokoni Mine since 2012. In view of the documentation of current information for the accurate estimation
of the liability, no reliable estimate can be made for the obligation.

35.   RELATED PARTIES

Relationships
Related party                                Nature of relationship

RPM                                          The Group concluded a number of shared services agreements between Bokoni
                                             and RPM, a wholly owned subsidiary of Anglo Platinum and a 49% shareholder in
                                             Bokoni Holdco. Pursuant to the terms of various shared services agreements, the
                                             Anglo Platinum group of companies will continue to provide certain services to
                                             Bokoni at a cost that is no greater than the costs charged to any other Anglo
                                             Platinum group company for the same or similar services. It is anticipated that,
                                             as Atlatsa builds its internal capacity, and makes the transformation to a fully
                                             operational PGM producer, these services will be phased out and replaced either
                                             with internal services or third party services. RPM also provides debt funding to
                                             the Group and purchases all of the Group’s PGM concentrate.

Atlatsa Holdings                             Atlatsa Holdings is the Company’s controlling shareholder.

Key management                               All directors directly involved in the Atlatsa Group and certain members of top
                                             management at Bokoni and Plateau.

Related party balances

                                                                                                 2013                   2012
RPM                                        Loans and Borrowings (refer note 18)         (185,926,441)          (433,959,084)
                                           Trade and other payables                       (15,546,290)            (1,149,533)
                                           Trade and other receivables                       3,035,968               913,558
                                           Convertible preference shares (refer
                                           note 17)
Atlatsa Holdings                           Convertible preference shares (refer
                                           note 17)

Related party transactions

RPM                                        Revenue (refer note 22 )                      (195,621,452)           (117,557,331)
                                           Finance expense (before interest                 57,070,142             81,115,550
                                           capitalised)
                                           Administration expenses                                      -             661,494
                                           Cost of sales                                    58,026,729             45,901,635
                                           Costs capitalised to capital work-in-             9,224,910              7,851,315
                                           progress
                                           Profit on sale of assets #                      171,113,399                          -
                                           Fair value gain on Consolidated                  47,999,162             90,589,136
                                           Debt Facility (refer note 24)

# The Profit on sale of fixed asset is brought about by the sale of mineral assets (as described in Note 10) to RPM. The actual
consideration for the sale was $171.6 million (ZAR 1.67 billion).
Included in non-controlling interest is a fair value gain on de-recognition of the debt facility between Bokoni Holdco and RPM of
$98,923,006.
Also refer to note 37 for the transaction with Anglo Platinum, RPM’s holding company.

Key Management Compensation
Remuneration for executive directors and key management
-     Salaries                                                                                  3,414,860               3,483,677
-     Short-term benefits                                                                       1,655,880                 723,609
-     Restructuring                                                                                       -                       -
-     Share options                                                                                21,783                 259,387
-     Cash settled share-based payments                                                           837,758                         -
-     Remuneration for non-executives                                                             348,408                 334,985
                                                                                                6,278,689               4,801,658

36.     COMMITMENTS

                                                                                                     2013                     2012
Contracted for                                                                                 13,808,613               3,417,123
Not yet contracted for                                                                         16,965,588              10,831,638
Authorised capital expenditure                                                                 30,774,201              14,248,761

The committed expenditures relate to property, plant and equipment and will be funded through cash generated from operations
and available loan facilities.

37.     EVENTS AFTER THE REPORTING DATE

In January 2014, the Restructure Plan was finalised by completing the following:

       -   Pelawan SPV converted all of its “B” Preference Shares in Plateau into 227.4 million common shares in the Company
           on January 14, 2014; RPM in turn converted its “B” Preference shares in Pelawan SPV for 115.8 million of the 227.4
           million Atlatsa shares; and

       -   RPM subscribed for 125 million common shares of the Company on January 31, 2014 to the value of $76.0 million
           (ZAR750.0 million).

The above subscription reduced the New Senior Debt Facility to $157.0 million (ZAR1,550 million).

Atlatsa Holdings, the Company’s majority shareholder acquired the 115.8 million Atlatsa common shares that RPM received on
conversion of the “B” Preference shares from RPM on a vendor financed basis for $46.9 million (ZAR463 million).

Atlatsa Holdings will provide security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan by way of a pledge and
cession of its entire shareholding in Atlatsa, which shares remain subject to a lock-in arrangement through to 2020. Should
Atlatsa Holdings be unable to meet its minimum repayment commitments under the Atlatsa Holdings Vendor Finance Loan
between 2018 to 2020, Atlatsa will have a discretionary right, with no obligation, to step in and remedy such obligation in order to
protect its BEE (as defined below) shareholding status, subject to commercial terms being agreed between Atlatsa Holdings and
Atlatsa for that purpose and receipt of the necessary regulatory and shareholder approvals.

38.     EMPLOYEE COSTS

Employee costs included in profit/(loss) for the year are as follows:
                                                                                   2013                   2012                   2011
Salaries and wages and other benefits                                       91,766,785             83,552,252              90,109,090
Retirement benefit costs                                                       315,949                 366,621                442,633
Medical aid contributions                                                       12,939                  14,570                 17,853
Employment termination costs                                                           -                      -                44,323
Share-based compensation – equity-settled                                      799,056               1,329,857              1,991,277
Share-based compensation – cash-settled                                        837,758                        -             (437,152)
                                                                            93,732,487             85,263,300              92,168,024




39.   GROUP ENTITIES




 The following are the shareholdings of the Company
 in the various group entities:

 Company                                                      Country of
                                                              Incorporation

                                                                                                           2013                      2012
 N1C Resources Incorporation                                  Cayman Islands                      100 %                     100 %
 N2C Resources Incorporation *                                Cayman Islands                      100 %                     100 %
 Plateau Resources Proprietary Limited *                      South Africa                        100 %                     100 %
 Bokoni Holdings Proprietary Limited *                        South Africa                         51 %                      51 %
 Bokoni Mine Proprietary Limited *                            South Africa                         51 %                      51 %
 Boikgantsho Proprietary Limited *                            South Africa                         51 %                      51 %
 Kwanda Proprietary Limited *                                 South Africa                         51 %                      51 %
 Ga-Phasha Proprietary Limited *                              South Africa                         51 %                      51 %
 Lebowa Platinum Mine Limited * #                             South Africa                         51 %                      51 %
 Middlepunt Hill Management Services Proprietary
 Limited * #                                                  South Africa                         51 %                      51 %
 The following are the structured entities in the
 group:

 Bokoni Platinum Mine ESOP trust**                            South Africa                Consolidated               Consolidated

 Bokoni Rehabilitation Trust***                               South Africa                Consolidated               Consolidated

 Bokoni Platinum Mine Community Trust****                     South Africa                Not Consolidated           Not Consolidated
 *- Indirectly held
 #- These entities are dormant
 **The Atlatsa group provided the funding through Bokoni Mine to construct the trust and purchase shares in Atlatsa, but is no t
 required to provide any further financial support to this entity. The purpose of the Trust is to facilitate a SBP arrangement on behalf
 of the group. Atlatsa has the right to appoint one trustee, who has the right to reject any decision made by the other truste es.
 Atlatsa therefore has power of the trust.
 ***Atlatsa Group has power over the trust, as the sole truste e is a director of Atlatsa. All the cash resources kept by the trust is on
 behalf of Atlatsa, to be later utilised against any rehabilitation and decommissioning incurred.
 **** As per the requirements of IFRS 10, we have considered the purpose and object ive of the trust, and the Group has concluded
 that the power over the investee, exposure or rights to variable returns and the ability to use its power over the investee t o affect the
 amount of the investor’s return does not reside with Atlatsa. This is du e to Atlatsa having the right to appoint one trustee of the
 trust, but do not have the deciding vote, Atlatsa has no interest in/or power over the operations of the trust. The Atlatsa group is
 also not required to provide any financial support to the trus t.

 40.   NON CONTROLLING INTEREST

 The only non-controlling interest is the 49% shareholding of RPM in Bokoni Holdco (please refer to organogram). Bokoni Holdco
 owns the Group's various mineral property interest and conducted in the Republic of South Africa in the Bushveld Complex.

 Non controlling interest roll forward                                     Note              2013                   2012
 Balance beginning of the year                                                                224,049,827           (25,326,683)
 Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd                24                199,179,381           197,477,602
 Loss for the year                                                                            (99,623,161)          (76,849,031)
 Total other comprehensive income for the year                              29                (26,455,499)               933,836
 Fair value gain on initial recognition of debt facility                                                 -          127,814,103
 Fair value loss on de-recognition of debt facility                         24                (98,923,006)
                                                                                              198,227,542           224,049,827

 The following is summarised financial information for the Bokoni Holdco subgroup, prepared in accordance with IFRS.


                                                                                             2013                   2012
 Non-current assets                                                                           940,116,063         1,436,203,613
 Current assets                                                                                73,851,830            16,326,936
 Non-current liabilities                                                                    (123,388,538)          (257,708,463)
 Current liabilities                                                                          (70,833,003)          (19,536,411)
 Net assets                                                                                   819,746,352         1,175,285,674


 Revenue                                                                                      195,621,452           117,557,331
 Total comprehensive income (*)                                                             (203,312,573)          (156,834,756)

 Cash flows from operating activities                                                               88,166          (31,272,857)
 Cash flows from investment activities                                                        131,497,258           (39,378,826)
 Cash flows from financing activities                                                       (101,770,828)             72,872,141
 Net increase in cash and cash equivalents                                                     29,814,596              2,220,458



 * As Bokoni Platinum Holdings (Pty) Ltd has no other comprehensive income, total comprehensive income is therefore equal to
 the loss for the year.

41. HEADLINE AND DILUTED HEADLINE EARNINGS PER SHARE

Headline earnings per share is calculated by dividing headline earnings attributable to owners of the Company by the weighted
average number of ordinary shares in issue during the period. Diluted headline earnings per share is determined by adjusting the
headline earnings attributable to owners of the Company and the weighted average number of ordinary shares in issue during the
period, for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

Headline earnings per share

The calculation of headline earnings per share for the year ended 31 December 2013 of (10 cents) (2012: (4 cents); 2011: (19
cents)) is based on headline loss of $43,783,633 (2012: $18,717,258; 2011: $81,589,746) and a weighted average number of
shares of 426,290,431 (2012: 424,791,411; 2011: 424,783,603).




The following adjustments to profit/(loss) attributable to owners of the Company were taken into account in the calculation of
headline loss attributable to owners of the Company:



                                                                                                  2013           2012           2011
                                                                                  Gross            Net
Profit/(Loss) attributable to shareholders of the Company                                  199,492,438    (18,717,839)   (81,928,814)
     -    Profit on disposal of Mineral property                        (171,113,399)     (167,521,195)              -              -
     -    Minority interest in disposal of Mineral property               (72,339,309)     (75,790,642)              -              -
     -    Loss on disposal of property, plant and
                                                                                                35,766            581        339,068
          equipment
Headline loss attributable to owners of the Company                                        (43,783,633)   (18,717,258)   (81,589,746)
*No gross and net numbers shown in 2012 and 2011 as the adjustments were immaterial


Diluted headline earnings per share

The calculation of diluted headline earnings per share for the year ended 31 December 2013 of (10 cents) (2012: (4 cents); 2011:
(19 cents)) is based on headline loss of $43,783,633 (2012: $18,717,258; 2011: $81,589,746) and a weighted average number of
shares of 429,288,473 (2012: 424,791,411; 2011: 424,783,603).
At 31 December 2013 share options were excluded in determining diluted weighted average number of common shares as all the
options were significantly undervalued and were not exercised. (2012 and 2011, share options were excluded in determining
diluted weighted average number of common shares as their effect would have been anti-dilutive.)

Refer to note 30 for the calculation of the weighted average number of shares.


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