WESCOAL HOLDINGS LIMITED - The acquisition of a mining right for Intibane phase 2

The acquisition of a mining right for Intibane phase 2

Wescoal Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
JSE Share Code: WSL ISIN: ZAE000069639
(“Wescoal” or “the company”)


THE ACQUISITION OF A MINING RIGHT FOR INTIBANE PHASE 2


1. INTRODUCTION

Shareholders are referred to the SENS announcement dated 7 August 2014 regarding the acquisition
by Wescoal Mining (Pty) Limited (“Wescoal Mining”) of a Mining Right from Mintirho Mining (Pty)
Limited (“Mintirho Mining”).

Shareholders are advised that the agreement referred to in the 7 August 2014 SENS announcement
has lapsed and Wescoal Mining has entered into a new agreement with Mintirho Mining on 10 June
2015 (“New Agreement”) (“the acquisition”).

2. RATIONALE FOR ACQUISITION

The acquisition will enable Wescoal to extend the life of Intibane to the end of 2017.

3. THE MINING RIGHT

The mining area comprises the area described as Portion 2 of the farm Vlakvarkfontein 213 IR
measuring 170,1362 hectares in extent, situated in the Magisterial District of Delmas, Mpumalanga,
South Africa.

“The Mining Right” means the right to mine for coal in, on and under the mining area, held by Mintirho
with reference number MP30/5/1/2/2/476MR to be registered in the Mining Titles Office in respect of
coal in, on and under the mining area, which Mining Right is to be transferred from Mintirho to Wescoal
Mining.


4. AMENDED TERMS AND CONDITIONS OF THE ACQUISITION

4.1    Wescoal Mining purchased the Mining Right, various capital items and access to the resource
       from Mintirho Mining for R69 390 000, exclusive of VAT, with effect from the effective date.
       This amount is payable in a combination of cash and royalty payments as follows:

       4.1.1 an amount of R30 836 000 which has already been advanced by Wescoal to Mintirho
             Mining;
       4.1.2 an amount of R38 554 000 to be paid in monthly instalments, with the first instalment
             payable on 1 June 2015; the monthly instalment will be based upon R20.84 per run-of-
             mine metric ton of coal mined, provided that the minimum monthly instalment payable
             to Mintirho shall be not less than R2 084 000 per month.

4.2    The effective date is the first business day after the fulfilment of the conditions precedent in the
       paragraph below.

4.3    The acquisition is subject to fulfilment of the following conditions precedent:

       4.3.1 by no later than 15 August 2015, the shareholders of Mintirho Mining pass a special
             resolution approving the transfer of the Mining Right;
       4.3.2 by no later than 15 August 2015, the directors of Mintirho Mining pass a resolution
             authorising the entering into of the Agreement;
       4.3.3 by no later than 15 August 2015, mortgage bonds are registered by Blanford 003 (Pty)
             Limited over three of its properties in favour of Mintirho for payment of the purchase
             price; and
       4.3.4 by no later 15 January 2018, Section 11 consent or alternatively Section 102 consent
             (whichever applies) is granted by the Minister of the Department of Mineral Resources.


5.   FINANCIAL INFORMATION IN RESPECT OF THE ACQUISITION

As at 31 March 2015, the acquisition had no impact on the financial position or net assets of Wescoal.

6.   CATEGORISATION OF THE ACQUISITION

The acquisition is categorized, in terms of the JSE Listings Requirements, as a Category 2
transaction and does not require shareholders’ approval.



Sponsor to Wescoal                          Legal Adviser to Wescoal
Exchange Sponsors                           KWA Attorneys

11 June 2015
Isando

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