Detailed Cautionary Announcement - Proposed Acquisition by Insimbi of the AMR Group Insimbi Refractory and Alloy Supplies Limited (Incorporated in the Republic of South Africa) (Registration number: 2002/029821/06) Share code: ISB ISIN: ZAE000116828 (“Insimbi” or “the Company”) DETAILED CAUTIONARY ANNOUNCEMENT – PROPOSED ACQUISITION BY INSIMBI OF THE AMR GROUP 1. Introduction The board of directors of Insimbi (“the Board”) is pleased to announce that in terms of a memorandum of understanding (“MOU”) concluded between Insimbi (“the Purchaser”) and the controlling shareholders of Amalgamated Metals Recycling Proprietary Limited, Amalgamated Metals Recycling SA Proprietary Limited, Amalgamated Metals West Rand Proprietary Limited (collectively, the AMR Group”) the Purchaser intends to acquire 100% of the AMR Group, as well as the properties from which the AMR Group operates (“the AMR Transaction”). 2. Nature of the business of the AMR Group The business conducted by the AMR Group is that of the aggregation, processing, recycling and sale of scrap metal, which business is conducted from three facilities on the properties located at Devland, Roodepoort and Booysens. 3. Rationale for the Transaction The rationale for the AMR Transaction is to create a larger, diversified group of companies, and to become a significant player in the metals market. The acquisition will also create a significant Rand hedge benefit to the group. The combined group will have approximately R3 billion in revenue and a profit after tax of R 80 million (based on historical Insimbi and AMR Group results) for the year ended 29 February 2016. It is envisaged that the transaction will also allow for improved share liquidity. 4. Transaction Consideration The purchase price for the AMR Group, and the properties shall be an aggregate amount of R284.1 million (“AMR Purchase Price”), of which R234.1 million will be payable in cash. The cash requirement will be raised via a specific placement of Insimbi shares, and term debt facilities to be negotiated. The balance of R 50 million will be settled in Insimbi shares, which are to be issued at R1.00 per Insimbi share. 5. Conditions Precedent The Transaction will be conditional upon the conclusion of, amongst others, the following conditions precedent: - Conclusion of definitive sale and purchase agreements; and - All regulatory approvals, as required in terms of the JSE Limited Listings Requirements (“LR”) and the applicable competition authorities. 6. Categorisation of the Transaction The full details of the categorisation will be issued in due course. 7. Shareholder to act with caution Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until further announcements are made. Johannesburg 22 June 2016 Corporate Advisor and Sponsor: Bridge Capital Advisors Proprietary Limited Legal Advisor for Insimbi: Falcon & Hume Incorporated Attorneys Legal Advisor for AMR: Chris Boulle Incorporated Date: 22/06/2016 02:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.