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PAN AFRICAN RESOURCES PLC - Proposed Financing for Elikhulu Tailings Project

Release Date: 12/04/2017 08:00
Code(s): PAN     PDF:  
Wrap Text
Proposed Financing for Elikhulu Tailings Project

Pan African Resources PLC
(“PAF”, the “Company” or the “Group”)
AIM Code: PAF
JSE Code: PAN
ISIN: GB0004300496

THIS    ANNOUNCEMENT,        INCLUDING      THE    APPENDICES       (TOGETHER,      THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Proposed Financing for Elikhulu Tailings Project

Pan African Resources PLC, the Africa-focused precious metals producer, is pleased
to announce a proposed comprehensive funding package for the Elikhulu Tailings
Project, comprising:

    -   a proposed placing (the “Placing”) to existing and new institutional investors
        of 291,480,983 new ordinary shares of 1 pence each (“Placing Shares” or
        “New Ordinary Shares”) at an issue price of 14 pence per Placing Share or
        ZAR2.42 per Placing Share (together the “Issue Price”) to raise approximately
        ZAR705 million (US$51 million); and
    -   a ZAR1.0 billion (US$72 million) underwritten seven-year debt facility which
        has been agreed in principle with Rand Merchant Bank, a division of FirstRand
        Bank Limited (“RMB facility”).

The funding package will be used to fast-track development of the Company’s Elikhulu
Tailings Project in South Africa (“Elikhulu” or the “Project”) following publication of
the Definitive Feasibility Study for the Project, announced on 5 December 2016.
Elikhulu is expected to produce approximately 56,000 ounces of gold per year for its
first eight years of operations and 45,000 ounces of gold for the remaining five years.
Commissioning and first gold of the Project is forecast and expected in the final quarter
of the 2018 calendar year.

Capitalised terms not otherwise defined in the text of this Announcement are defined
in Appendix III ("Definitions") of this Announcement.

Cobus Loots, Chief Executive Officer of PAF, commented:

“The completion of the proposed equity portion of the Elikhulu funding package and
subsequent construction of the project will represent another key milestone for the
Group. Elikhulu is expected to deliver low-risk and low-cost gold production within a
relatively short timeframe. This initiative, together with our recently announced coal
disposal, is consistent with our strategy of pursuing and executing value accretive
opportunities both within and outside of South Africa.”

Funding highlights

-   Placing to raise gross proceeds of approximately ZAR705 million (US$51 million)
    subject to demand at the Issue Price of 14 pence per Placing Share or ZAR2.42
    per Placing Share (discounts of approximately 12.5 percent and 11.0 percent to
    the Company’s share price of 16 pence per share and ZAR2.72 per share
    respectively as at market close on 11 April 2017);
-   The net proceeds of the Placing will be used in conjunction with the proposed c.
    ZAR1.0 billion (US$72 million) RMB facility to fund the US$120 million total capital
    expenditure to bring Elikhulu into production; and
-   The balance of the net proceeds of the Placing will be used for working capital.

Details of the Placing

    -   The Placing is being conducted, subject to the satisfaction of certain conditions,
        through an accelerated bookbuilding process (the “Bookbuild”). The Company
        has appointed Numis Securities Limited (“Numis”), Hannam & Partners
        (Advisory) LLP (“H&P”) and Peel Hunt LLP (“Peel Hunt”) as the UK placing
        agents and The Standard Bank of South Africa Limited (“Standard Bank”) and
        Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) as the
        South African placing agents (together, the “Placing Agents” or
        “Bookrunners”) in connection with the Placing, which will be undertaken in
        accordance with the terms and conditions set out in Appendix I to this
        Announcement. Pursuant to the terms of the Placing Agreement, the Placing
        Agents have conditionally agreed to use their reasonable endeavours to place
        the Placing Shares on a non-underwritten basis at the Issue Price with both
        existing and new institutional investors. Members of the public are not
        entitled to participate in the Placing.

       The Placing Agents will immediately commence the Bookbuild. The books are
        expected to close no later than 12.00 p.m. BST / 1.00 p.m. SAST today. The
       timing of the closing of the books and the announcement of allocations may be
       accelerated or delayed at the Placing Agents’ sole discretion. This
       Announcement gives details of the terms and conditions of, and the mechanics
       of participation in, the Placing.

   -   The price at which the Placing Shares are to be placed will be the Issue Price.
       The Bookbuild will establish the number of Placing Shares to be issued at the
       Issue Price, which will be agreed between the Placing Agents and the Company
       following completion of the Bookbuild.

   -   The total number of Placing Shares issued in the Placing will be determined
       subject to demand. The Directors of the Company, in consultation with the
       Placing Agents, reserve the right to adjust the final size of the Placing. The
       number of Placing Shares will be announced on a Regulatory Information
       Service and SENS following completion of the Bookbuild.

The Company will apply for admission of the Placing Shares to trading on AIM (“UK
Admission”) and to the JSE for the listing of the Placing Shares on the Main Board of
the JSE ("South African Admission" and together with the UK Admission,
“Admission”). Subject to the Placing Agreement not having been terminated in
accordance with its terms, it is expected that Admission of the Placing Shares will
occur on or around 19 April 2017.

Placing Agreement

The Placing Agreement contains customary warranties given by the Company to the
Placing Agents as to matters relating to the Company and its business and a
customary indemnity given by the Company to the Placing Agents in respect of
liabilities arising out of or in connection with the Placing. The Placing Agents are
entitled to terminate the Placing Agreement in certain circumstances prior to admission
of the Placing Shares, including circumstances where any of the warranties are found
not to be true or accurate or were misleading and upon the occurrence of certain other
events. The Placing Shares will be issued to Placees credited as fully paid and will,
upon issue, rank pari passu in all respects with the PAF ordinary shares then in issue,
including all rights to receive all dividends and other distributions declared, made or
paid following Admission of such Placing Shares. The Placing Shares are not being
made available to the public or being offered or sold in any jurisdiction where it would
be unlawful to do so. The Placing is not being underwritten by the Placing Agents or
any other person.

The Placing Agents may choose to accept or reject bids, either in whole or in part, on
the basis of allocations determined at their discretion (in agreement with the Company)
and may scale down any bids for this purpose on such basis as it may determine.
Investors should refer to their trade confirmation.

UK and European Investors

Investors in the UK, the EU and Switzerland who qualify for participation in the Placing
may participate in accordance with the terms and conditions of the Placing which are
set out in Appendix I to this Announcement.

South African investors

Investors in South Africa who qualify for participation in the Placing may participate in
accordance with the terms and conditions of the Placing which are set out in Appendix
I to this Announcement.

US Investors

The Placing is being made outside the United States in “offshore transactions” within
the meaning of, and pursuant to, Regulation S under the US Securities Act.

Exchange Rates

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the
lawful currency of the United Kingdom, references to "US dollars", "US$" and "cents"
are to the lawful currency of United States of America and references to "South African
Rand", "R" and "ZAR" are to the lawful currency of the Republic of South Africa. Unless
otherwise stated, the basis of translation of pounds sterling into US dollars for the
purposes of inclusion in this Announcement is £1.00/US$1.25 and the basis of
translation of pounds sterling into South African Rand is £1.00/ZAR17.26. Translation
of US dollars into South African Rand is US$1.00/ZAR13.83.

Your attention is drawn to the detailed terms and conditions of the Placing
described in Appendix I to this Announcement, which forms part of this
Announcement and sets out further information relating to the Bookbuild and
the terms and conditions of the Placing, and to Appendix II to this
Announcement which sets out certain risk factors in connection with the
Placing.

Expected Timetable of Principal Events


 Launch of the Bookbuild                                                     12-Apr-17

 Expected closing of the Bookbuild                           12pm BST        12-Apr-17
 Results of the Placing announced through a
                                                                              By 5pm BST         12-Apr-17
 Regulatory Information Service and on SENS

 Admission and commencement of dealings in Placing
                                                                                8am BST          19-Apr-17
 Shares on the UK share register

 Admission and commencement of dealings in Placing                               By 8am
                                                                                                 19-Apr-17
 Shares on the SA share register                                                  SAST

                                                                               as soon as
 Placing Shares credited to CREST accounts
                                                                              possible after     19-Apr-17
 (uncertificated holders only on the UK share register)
                                                                                8am BST

                                                                               as soon as
 Placing Shares credited to CSDP/broker accounts
                                                                              possible after     19-Apr-17
 (uncertificated holders only on the SA share register)
                                                                               8am SAST

 Expected despatch of definitive share certificates
                                                                                    by           24-Apr-17
 (where applicable)
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement and in any
other document issued in connection with the Placing is subject to change by the Company (with the agreement of
the Bookrunners, in certain instances), in which event details of the new times and dates will be notified to the
London Stock Exchange and the JSE Limited and, where appropriate, to Shareholders through an announcement
on a Regulatory Information Service and on SENS.
(2) Any reference to a time in this announcement is to UK time, unless otherwise specified.
(3) 12.00 p.m. refers to midday.
(4) If the Placing proceeds, the Bookbuild will close once the Placing Agents (in consultation with the Company)
have decided sufficient applications for Placing Shares have been received.


Background to and reasons for the Placing

The net proceeds of the Placing will be used to advance Elikhulu towards expected
first gold production in the final quarter of 2018 with the mine construction anticipated
to commence in the third quarter of 2017. Fast tracking earthworks and placing
deposits for long lead items whilst awaiting the full RMB facility draw down will have
numerous advantages to the Company in maintaining its proposed timelines. The
Company received credit approval for a ZAR1.0 billion (US$72 million) underwritten
loan facility with RMB. It is a 7-year term (capital to be repaid through equal quarterly
repayments after a grace period of 2 years) at a competitive prevailing interest rate.
The debt facility has credit approval but remains subject to finalisation of definitive
legal agreements, and the fulfilment of conditions precedent including licensing
approvals and other conditions typical/customary for a facility of this nature. As part
of their credit approval process, RMB appointed the Mineral Corporation, as an
independent technical advisor, to review the DRA DFS for fatal flaws. Their review did
not identify any such flaws. The debt redemption profile is matched to that of the
Elikhulu project’s cash flows and the projects funding is not expected to impact on
PAR’s ability to pay dividends during the construction period.

The Company published the results of its Elikhulu Definite Feasibility Study (the “DFS”
or the “Study”) on 5 December 2016, which indicates excellent recoverable grades
and gold production, attractive financial returns and a low execution risk, with the DFS
results surpassing expectations of previous technical and financial assessments of the
Project.

At a US$1,180 per ounce gold price the DFS results outlined a NPV9 of US$75.6
million, real post-tax IRR of 34.3% and low all in sustaining costs of US$527 per ounce
of gold (cash costs US$440 per ounce) for a 13 year LOM gold production at an
average of 52,000 ounces per annum. 56,000 ounces of gold is expected to be
produced by the Project per year during the initial eight years of operations.

The Study included the finalisation of detailed plant engineering and process design
work, enhanced geotechnical, hydrological and hydrogeological studies, as well as a
robust mine plan, which should allow for the commencement of mine construction in
the third quarter of the 2017 calendar year. First gold forecast from the Project is for
the final quarter of the 2018 calendar year.

The DFS Study is published on the PAF website and can be viewed on the following
link:
http://www.panafricanresources.com/wp-content/uploads/DRA-DFS-Executive-
Summary-Final.pdf



Use of proceeds

The net proceeds of the Placing will be used in conjunction with the RMB facility to
fund the US$120 million total capital expenditure to bring Elikhulu into production. The
balance of the net proceeds of the Placing will be used for working capital.

Current Trading and Prospects

The Company announced its results for the six months ended 31 December 2016 on
22 February 2017, in which the Company reported gold production of 91,613 ounces
for the first half of 2017.

The Company also announced on 20 February 2017 that it had sadly suffered a fatality
on its Evander 7 shaft complex on 15 February 2017, and that Evander’s management
had initiated studies which identified critical infrastructure issues requiring remedial
action, to ensure safe and sustainable operation of Evander 7 and 8 shafts.
The nature of these refurbishments require a suspension of Evander’s underground
mining operations for a period of up to 55 days, during which critical infrastructure
issues will be addressed. Evander’s tailings and surface operations will be unaffected
by the underground mining suspension.

The cost of the shaft refurbishment programmes is expected to be approximately
ZAR40 million, which will be funded from the Company’s existing banking facilities.

In light of these recent developments, the Company has revised its gold production
guidance for the financial year ending 30 June 2017 from 195,000 ounces to
approximately 181,000 ounces.

The Company announced on 5 April 2017 that it has concluded an agreement with
Coal of Africa Limited (“CoAL”), whereby the Company will dispose of all its shares
and loan accounts in its wholly-owned subsidiary, Pan African Resources Coal
Holdings Proprietary Limited (“PAR Coal”), the holding company of Uitkomst, to CoAL
for a total consideration of cash and shares to the value of ZAR275 million.

Further to the announcement on 20 February 2017, the Company provided an update
on 10 April 2017, stating the refurbishment of the 7 and 8 shaft complex is progressing
according to schedule and is expected to be completed on 15 April 2017 within the
original ZAR40 million cost estimate.

All of the Company’s announcements can be found on the website at
www.panafricanresources.com.



Other Opportunities

Although the Company’s current focus is on bringing Elikhulu to production in the near-
term, PAF regularly reviews opportunities to enhance its business through
acquisitions, joint ventures and other combinations with companies, in line with its
stated objectives.

This announcement contains inside information which is disclosed in accordance with
the Market Abuse Regulation.



Contact information
Corporate Office                         Registered Office
The Firs Office Building                 Suite 31
1st Floor, Office 101                    Second Floor
Cnr. Cradock and Biermann Avenues        107 Cheapside
Rosebank, Johannesburg                    London
South Africa                              EC2V 6DN
Office: + 27 (0) 11 243 2900              United Kingdom
Facsimile: + 27 (0) 11 880 1240           Office: + 44 (0) 207 796 8644
                                          Facsimile: + 44 (0) 207 796 8645
Cobus Loots                               Deon Louw
Pan African Resources PLC                 Pan African Resources PLC
Chief Executive Officer                   Financial Director
Office: + 27 (0) 11 243 2900              Office: + 27 (0) 11 243 2900
Phil Dexter                               John Prior / Paul Gillam
St James's Corporate Services Limited     Numis Securities Limited
Company Secretary                         Nominated Adviser, Joint Broker and Joint Bookrunner
Office: + 44 (0) 207 796 8644             Office: +44 (0) 20 7260 1000
Sholto Simpson                            Matthew Armitt / Ross Allister
One Capital                               Peel Hunt LLP
JSE Sponsor                               Joint Broker and Joint Bookrunner
Office: + 27 (0) 11 550 5009              Office: +44 (0) 207 418 8900
Jeffrey Couch/Neil Haycock/Thomas Rider   Andrew Chubb / Arabella Burwell
BMO Capital Markets Limited               Hannam and Partners (Advisory) LLP
Joint Broker                              Financial Adviser and Joint Bookrunner
Office: +44 (0) 207 236 1010              Office: +44 (0) 207 907 8500
Bobby Morse/Chris Judd                    Sandra du Toit / Richard Stout
Buchanan Communications                   The Standard Bank of South Africa Limited
Public & Investor Relations UK            Transaction Sponsor and Joint Bookrunner
Office: + 44 (0) 207 466 5000             Office: +27 11 344 5414
Julian Gwillim                            Julian Grieve / Irshaad Paruk
Aprio Strategic Communications            FirstRand Bank Limited (Rand Merchant Bank division)
Public & Investor Relations SA            Joint Bookrunner
Office: +27 (0)11 880 0037                Office: +27 11 282 8000


For more information, please visit www.panafricanresources.com

Important Information

This Announcement, including its Appendices, contains forward-looking statements,
including but not limited to statements about the costs of, and the Company's ability to
successfully construct, commission and execute, the Project. By their nature, forward-
looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future and therefore are
based on current beliefs and expectations about future events. Forward-looking
statements are not guarantees of future performance and the Group's actual operating
results and financial condition, and the development of the industry in which it operates
may differ materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the Group's operating
results, financial condition and liquidity, and the development of the industry in which
the Group operates are consistent with the forward-looking statements contained in
this announcement, those results or developments may not be indicative of results or
developments in subsequent periods. Accordingly, prospective investors should not
rely on these forward-looking statements. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. None of the Company, the Directors or
the Bookrunners undertake any obligation nor do they intend to revise or update any
document unless required to do so by applicable law, the Prospectus Rules, the
Disclosure Requirements or the Transparency Rules.

Neither this Announcement (including its Appendices) nor the Placing constitutes or is
intended to constitute an offer to the public in South Africa in terms of the South African
Companies Act, 2008 (the “South African Companies Act"). In South Africa this
Announcement is only being distributed to, and is only directed at, and any investment
or investment activity to which this announcement relates is available only to, and will
be engaged in only with, persons in South Africa who (i) fall within the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii) are
persons who subscribe, as principal, for Placing Shares at a minimum placing price of
R1,000,000, as envisaged in section 96(1)(b) of the South African Companies Act, in
each case to whom the Placing is specifically addressed.

This Announcement (including its Appendices) and the information contained in it is
restricted and is not for release, publication or distribution, directly or indirectly, in
whole or in part, in, into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia, collectively
the "United States") or any Excluded Territory or any other jurisdiction where to do so
might constitute a violation of local securities laws or regulations. The information in
this Announcement may not be forwarded or distributed to any other person and may
not be reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of the US Securities Act
or the applicable laws of other jurisdictions.

This Announcement is for information purposes only and does not constitute an offer
or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe
for New Ordinary Shares to or by anyone in any Excluded Territory or to any person
to whom it is unlawful to make such offer or invitation or undertake such solicitation.
Any failure to comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in any Excluded Territory or to, or for the account or
benefit of any national resident or citizen of any Excluded Territory. This
Announcement does not constitute an extension into the United States of the offer
mentioned in this Announcement, nor does it constitute nor form part of an offer to sell
securities or the solicitation of an offer to buy securities in the United States. The New
Ordinary Shares have not been and will not be registered under the US Securities Act
or under any securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States. The New Ordinary Shares may not be offered,
sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or
within the United States absent registration under the US Securities Act or an available
exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public offer of the New
Ordinary Shares in the United States. The New Ordinary Shares may not be offered
or sold to, or for the account or benefit of, any ADR holder. Subject to certain
exceptions, no action has been taken by the Company or by the Bookrunners that
would permit an offer of the New Ordinary Shares or possession or distribution of this
announcement in the Excluded Territories or any other jurisdiction where action for
that purpose is required, other than the United Kingdom and the Republic of South
Africa. No public offering of the shares referred to in this Announcement is being made
in any Excluded Territory or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted by the
Bookrunners or by any of their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

Numis, H&P and Peel Hunt, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (“FCA”), are each acting exclusively for
the Company and no one else in connection with the Placing, and will not regard any
other person (whether or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for providing advice, in relation
to the Placing or any other matter referred to in this Announcement.

RMB and Standard Bank are each acting exclusively for the Company and no one
else in connection with the Placing, and will not regard any other person (whether or
not a recipient of this document) as a client in relation to the Placing, and will not be
responsible to anyone other than the Company for providing the protections afforded
to their respective clients, nor for providing advice, in relation to the Placing or any
other matter referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the
Bookrunners by the Financial Service and Markets Act 2000, as amended, or the
regulatory regime established thereunder, or by the London Stock Exchange or the
AIM Rules for Companies and AIM Rules for Nominated Advisers, or under the
regulatory regime of any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of the Bookrunners,
nor any of their respective affiliates, directors, officers, employees or advisers accepts
any responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to, the contents of this announcement, including its accuracy or
completeness, or for any other statement made or purported to be made by it, or on
behalf of it, the Company, the Directors or any other person, in connection with the
Company, the New Ordinary Shares and the Placing, and nothing in this document
should be relied upon as a promise or representation in this respect, whether or not to
the past or future. Each of the Bookrunners and their respective affiliates, directors,
officers, employees and advisers accordingly disclaims to the fullest extent permitted
by law all and any responsibility or liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in respect of
this Announcement or any such statement.

The distribution of this Announcement and the offering of the New Ordinary Shares in
certain jurisdictions other than the United Kingdom and the Republic of South Africa
may be restricted by law. Subject to certain exceptions, no action has been taken by
the Company or the Bookrunners that would permit an offering of the New Ordinary
Shares or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in the Excluded Territories or in any other
jurisdiction where action for that purpose is required. Persons into whose possession
this announcement comes are required by the Company, and the Bookrunners to
inform themselves about, and to observe, any such restrictions.

Statements contained in this Announcement regarding past trends or activities should
not be taken as a representation that such trends or activities will continue in the future.

No statement in this Announcement (including its Appendices) is or is intended to be
a profit forecast or profit estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from them
may go down as well as up and investors may not get back the full amount invested
on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than on AIM, a market operated by the London
Stock Exchange and the exchange operated by the JSE Limited.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
                              APPENDIX I

               TERMS AND CONDITIONS OF THE PLACING

             IMPORTANT INFORMATION FOR PLACEES ONLY

                       REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND
THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; AND (C) IN THE REPUBLIC OF SOUTH AFRICA, PERSONS
WHO (1) FALL WITHIN THE CATEGORIES OF PERSONS SET OUT IN SECTION
96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008 OR (2) ARE PERSONS
WHO SUBSCRIBE, AS PRINCIPAL, FOR PLACING SHARES AT A MINIMUM
PLACING PRICE OF R1,000,000, AS ENVISAGED IN SECTION 96(1)(B) OF THE
SOUTH AFRICAN COMPANIES ACT, 2008, IN EACH CASE TO WHOM THE
PLACING IS SPECIFICALLY ADDRESSED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

NEITHER THIS ANNOUNCEMENT (INCLUDING ITS APPENDICES) NOR THE
PLACING CONSTITUTES OR IS INTENDED TO CONSTITUTE AN OFFER TO THE
PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES
ACT, 2008.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "US SECURITIES
ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT)
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER
OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.

Persons who are invited to and who choose to participate in the Placing by making an
oral or written offer to acquire Placing Shares, including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given (the
"Placees"), will (i) be deemed to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix I and Appendix II, including being deemed to be
providing (and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, acknowledgements and
undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a)   it is a Relevant Person (as defined above) and undertakes that it will acquire,
      hold, manage or dispose of any Placing Shares that are allocated to it for the
      purposes of its business;
(b)   it is and, at the time the Placing Shares are acquired, will be outside the United
      States and is acquiring the Placing Shares in an "offshore transaction" in
      accordance with Rule 903 or Rule 904 of Regulation S under the US Securities
      Act and is acquiring beneficial interests in the Placing Shares for its own account;
      if acquiring the Placing Shares for the account of one or more other persons, it
      has full power and authority to make the representations, warranties, agreements
      and acknowledgements herein on behalf of each such account; and
(c)   if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus
      Directive, that any Placing Shares acquired by it in the Placing will not be
      acquired on a non-discretionary basis on behalf of, nor will they be acquired with
      a view to their offer or resale to, persons in circumstances which may give rise
      to an offer of securities to the public other than an offer or resale in a member
      state of the EEA which has implemented the Prospectus Directive to Qualified
      Investors, or in circumstances in which the prior consent of the relevant
      Bookrunner has been given to each such proposed offer or resale.

The Company and each of Numis, Hannam & Partners, Peel Hunt, RMB and Standard
Bank will rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection
with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.

These materials may not be published, distributed or transmitted by any means or
media, directly or indirectly, in whole or in part, in or into the United States. These
materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States. Securities may not be offered or sold in the United States absent
(i) registration under the U.S. Securities Act of 1933, as amended (the "US Securities
Act") or (ii) an available exemption from registration under the US Securities Act. The
securities mentioned herein have not been, and will not be, registered under the US
Securities Act and will not be offered to the public in the United States. The Placing
Shares are being offered and sold outside the United States to non-US persons (as
defined in Regulation S under the US Securities Act) in "offshore transactions" within
the meaning of Regulation S.

This Announcement and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in Australia, Canada, Japan or in any other
jurisdiction in which such publication or distribution would be unlawful. Persons into
whose possession this Announcement may come are required by the Company to
inform themselves about and to observe any restrictions of transfer in this
Announcement. No public offer of securities of the Company is being made in the
United Kingdom or elsewhere.

Neither the announcement to which this Appendix is attached (including the
appendices thereto) nor the Placing constitutes or is intended to constitute an offer to
the public in the Republic of South Africa in terms of the South African Companies Act,
2008 (the “South African Companies Act"). In the Republic of South Africa the
announcement is only being distributed to, and is only directed at, and any investment
or investment activity to which this announcement relates is available only to, and will
be engaged in only with, persons in South Africa who (i) fall within the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii) are
persons who subscribe, as principal, for Placing Shares at a minimum placing price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the South African Companies Act,
in each case to whom the Placing is specifically addressed.

The relevant clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada; no prospectus has been lodged
with or registered by the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and none of the Placing Shares have been, nor will they
be, registered under or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada or Japan. Accordingly, none of the Placing
Shares may (unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or any other jurisdiction outside the United Kingdom and the Republic of South
Africa.
Persons (including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Appendix or the Announcement of
which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and the Placing Shares

The Bookrunners are acting as agents for and on behalf of the Company in connection
with the Placing and have entered into a placing agreement (the "Placing
Agreement") with the Company under which each of the Bookrunners has severally
agreed to use its respective reasonable endeavours to procure Placees to subscribe
for the Placing Shares at a price of 14 pence per Placing Share or ZAR2.42 per Placing
Share (together the “Issue Price”), on the terms and subject to the conditions set out
herein.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu
in all respects with the existing ordinary shares of one penny per share in the capital
of the Company (the "Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be free of all claims,
liens, charges, encumbrances and equities.

Application for admission to trading on AIM and the JSE

Applications will be made for the Placing Shares to be admitted to trading on the AIM
market operated by the London Stock Exchange plc (“AIM”) and to trading on the
exchange operated by JSE Limited (“JSE”) (together, "Admission"). It is expected that
settlement for the Placing Shares and Admission will take place on or around 8.00
a.m. London time on 19 April 2017 (or such other time and date as the Bookrunners
may agree with the Company, but no later than 28 April 2017) 2017.

The Placing is conditional upon, amongst other things, Admission becoming effective
and the Placing Agreement not being terminated in accordance with its terms.

Participation in, and principal terms of, the Placing

1.   The Bookrunners are arranging the Placing as placing agents of the Company
     for the purpose of procuring Placees at the Issue Price for the Placing Shares
     following completion of the Bookbuilding Process (as defined below).

2.   Commencing today, the Bookrunners will be conducting an accelerated
     bookbuilding process (the "Bookbuilding Process") to determine demand for
     participation in the Placing by Placees. This Appendix I gives details of the terms
     and conditions of, and the mechanics of participation in, the Placing. Numis,
     Hannam & Partners and Peel Hunt will be conducting the Bookbuilding Process
     in the United Kingdom, and RMB and Standard Bank will be conducting the
     Bookbuilding Process in the Republic of South Africa.

3.   Participation in the Placing will only be available to persons who are Relevant
     Persons and who may lawfully be, and are, invited to participate by a Bookrunner.

4.   The Issue Price of 14 pence (or, for investors in the Republic of South Africa,
     ZAR2.42 per share) per Placing Share payable by all Placees whose bids are
     successful is fixed.
5.   The number of Placing Shares will be agreed between the Bookrunners and the
     Company following completion of the Bookbuilding Process.

6.   The books will open with immediate effect. The Bookbuilding Process is then
     expected to close not later than 12.00 p.m. London time on 12 April 2017, but
     may be closed earlier at the sole discretion of the Bookrunners. A further
     announcement will be announced on a Regulatory Information Service (in the
     United Kingdom) and the Stock Exchange News Service (in the Republic of
     South Africa) as soon as practicable following the close of the Bookbuilding
     Process, detailing the final number of Placing Shares and the gross and net
     proceeds of the Placing. The Company reserves the right (upon the agreement
     of the Bookrunners) to reduce the amount to be raised pursuant to the Placing,
     in its absolute discretion.

7.   A bid in the Bookbuilding Process will be made on the terms and conditions in
     this Appendix I and will not be capable of variation or revocation after the close
     of the Bookbuilding Process.

8.   A Placee who wishes to participate in the Bookbuilding Process should
     communicate its bid by telephone to the usual sales contact at:
     a.  in the United Kingdom, Numis, Hannam & Partners or Peel Hunt; or
     b.  in the Republic of South Africa, RMB or Standard Bank,

     stating the number of Placing Shares which the prospective Placee wishes to
     acquire at the Issue Price. In the event of an oversubscription under the Placing,
     the Bookrunners reserve the right to scale back any bids in accordance with
     paragraph 9 of this Appendix I. If successful, each Bookruner will re-contact and
     confirm orally to its Placees following the close of the Bookbuilding Process the
     size of their respective allocations and contract notes will be dispatched
     thereafter. The identity of Placees and the basis of the allocations are at the
     discretion of the Bookrunners in consultation with the Company. A Bookrunner's
     oral confirmation of the size of allocations will constitute an irrevocable legally
     binding agreement with the Placee concerned in favour of the Company and that
     Bookrunner, pursuant to which each such Placee will be required to accept the
     number of Placing Shares allocated to the Placee at the Issue Price and
     otherwise on the terms and subject to the conditions set out herein and in
     accordance with the Company's articles of association. Each Placee's allocation
     and commitment will be evidenced by a contract note issued to such Placee by
     the relevant Bookrunner. The terms of this Appendix will be deemed incorporated
     in that contract note. Each such Placee will have an immediate, separate,
     irrevocable and binding obligation, owed to the relevant Bookrunner, to pay it or
     (as it may direct) one of its affiliates in cleared funds an amount equal to the
     product of the Issue Price and the number of Placing Shares allocated to such
     Placee.


9.   Each Bookrunner reserves the right to accept bids, either in whole or in part, on
     the basis of allocations determined in accordance with the Company and to scale
     back the number of Placing Shares to be subscribed for or acquired by any
     Placee in the event of an oversubscription under the Placing. Each Bookrunner
     also reserves the right not to accept offers to subscribe for or acquire Placing
     Shares or to accept such offers in part rather than in whole. The acceptance of
      offers shall be at the absolute discretion of the Bookrunners. The Bookrunners
      shall be entitled to effect the Placing by such alternative method to the
      Bookbuilding Process as they may determine in agreement with the Company
      and each other.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is
    confirmed, settlement for all Placing Shares to be acquired pursuant to the
    Placing will be required to be made at the same time, on the basis explained
    below under "Registration and Settlement".

11. All obligations of the Bookrunners under the Placing will be subject to fulfilment
    of the conditions referred to below under "Conditions of the Placing" and to the
    Placing not being terminated on the basis referred to below under "Right to
    terminate under the Placing Agreement".

12. By participating in the Placing, each Placee will agree that its rights and
    obligations in respect of the Placing will terminate only in the circumstances
    described below and will not be capable of rescission or termination by the
    Placee.

13. Except as required by law or regulation, no press release or other announcement
    will be made by any Bookrunner or the Company using the name of any Placee
    (or its agent), in its capacity as Placee (or agent), other than with such Placee's
    prior written consent.

14. To the fullest extent permissible by law, neither of the Bookrunners, the Company
    nor any of their respective affiliates, agents, directors, officers or employees shall
    have any responsibility or liability to Placees (or to any other person whether
    acting on behalf of a Placee or otherwise). In particular, neither of the
    Bookrunners, nor the Company, nor any of their respective affiliates, agents,
    directors, officers or employees shall have any responsibility or liability (including
    to the extent permissible by law, any fiduciary duties) in respect of each
    Bookrunner's conduct of the Placing and the Bookbuilding Process or of such
    alternative method of effecting the Placing or the Bookbuilding Process as any
    Bookrunner and the Company may agree.

15. The Placing is not subject to any minimum fundraising and no element of the
    Placing is underwritten by any of the Bookrunners or any other person.


Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.

Each of the Bookrunners' obligations under the Placing Agreement in relation to the
Placing of the Placing Shares are conditional on, inter alia:

(a)   admission of the Placing Shares occurring at or before 8.00 a.m. (London time)
      on 19 April 2017 (or such later time and/or date as the Company and the
      Bookrunners may otherwise agree, being no later than 28 April 2017);
(b)   the performance by the Company of its obligations under the Placing Agreement
      so far as those obligations fall to be performed prior to Admission; and

(c)   the Company having confirmed to the Bookrunners that, prior to the delivery of
      such confirmation, none of the representations, warranties and agreements of
      the Company contained in the Placing Agreement was untrue, inaccurate or
      misleading at the date of the Placing Agreement or will be untrue, inaccurate or
      misleading immediately prior to Admission.

If: (i) any of the conditions in relation to the Placing of the Placing Shares contained in
the Placing Agreement, including those described above, are not fulfilled or (where
permitted) waived by the Bookrunners by the relevant time or date specified (or such
later time or date as the Company and the Bookrunners may agree, being no later
than 28 April 2017); or (ii) any of such conditions become incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees that
no claim can be made by it in respect thereof.

The Bookrunners may, at their discretion and upon such terms as they consider fit,
waive compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that the above
condition relating to Admission taking place may not be waived. Any such extension
or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Bookrunners shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by participating
in the Placing each Placee agrees that any such decision is within the absolute
discretion of the Bookrunners.

Right to terminate under the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company if, inter alia:

(a)    any statement contained in the presentation prepared by the Company in
       connection with the Placing and provided to potential Placees (the
       “Presentation”) or this Announcement has become or has been discovered to
       be untrue or misleading;

(b)    any of the warranties given by the Company in the Placing Agreement is untrue,
       inaccurate or misleading;

(c)    the Company fails to comply with any of its obligations under the Placing
       Agreement;

(d)    any Material Adverse Change (as defined in the Placing Agreement) has
       occurred since the date of the Placing Agreement; or
(e)    any material adverse change in financial markets; (ii) any outbreak or escalation
       of hostilities or other crisis affecting the Republic of South Africa or the UK; (iii)
       any suspension or termination of trading in the Ordinary Shares or AIM or the
       JSE generally; (iv) any actual or perspective change in the tax regime which
       would materially affect the Group; or (v) a banking moratorium in the UK, the
       Republic of South Africa or internationally,

where any Bookrunner, acting in good faith, is of the opinion that such event is
materially prejudicial to the outcome of the Placing and that it is, as a result of such
matter, inappropriate to proceed with the Placing.

Upon such termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such termination)
from their respective obligations under or pursuant to the Placing Agreement subject
to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Bookrunners of
any right of termination or by the Bookrunners of any other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunners, as the case may
be, and that the Bookrunners need not make any reference to Placees and that the
Bookrunners shall have no liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited
persons only, and will not be offered in such a way as to require an admission
document or prospectus in the United Kingdom or in any other jurisdiction. No offering
document or prospectus has been or will be submitted to be approved by the London
Stock Exchange and the exchange operated by the JSE, the FCA or any other
regulatory body in relation to the Placing.

Placees' commitments will be made solely on the basis of the information contained
in this Announcement (including Appendix I and Appendix II) released by the Company
today and the Presentation and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement (including
this Appendix), the Presentation and all other publicly available information previously
published by the Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company or any
Bookrunner or any other person and none of the Company or any Bookrunner nor any
other person will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the Placees
may have obtained or received. No representation or warranty, express or implied, is
or will be made by the Bookrunners in relation to, and no representation or liability is
or will be accepted by any of the Bookrunners, or by any of their affiliates or agents,
as to or in relation to, the accuracy or completeness of this Announcement, the
Presentation or any other such information. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Nothing in this Announcement
shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement

United Kingdom

Settlement of transactions in the Placing Shares (ISIN: GB0004300496) following
Admission will take place within the system administered by Euroclear UK & Ireland
Limited ("CREST"). Subject to certain exceptions, Numis, Hannam & Partners, Peel
Hunt and the Company reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable within the CREST
system within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation
in accordance with the standing arrangements in place with the relevant Bookrunner
stating the number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to that Bookrunner and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that delivery and payment
is completed in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place with the relevant
Bookrunner.

It is expected that settlement of the Placing Shares will be on 19 April 2017, in
accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date
in accordance with the arrangements set out above at the rate of two percentage
points above LIBOR as determined by the relevant Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the
relevant Bookrunner may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for that Bookrunner's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any shortfall below
the aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) or other similar taxes imposed
in any jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees
should ensure that the trade confirmation is copied and delivered immediately to the
relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in connection with the
Placing.

In the Republic of South Africa
Settlement of transactions in the Placing Shares on the JSE following Admission will
take place through the facilities of and in accordance with the rules and practices of
STRATE (Pty) Limited. Placees should ensure that they contact their CSDP or broker
is informed in this regard.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's
behalf) irrevocably:

1.   represents and warrants that it has read and understood the Announcement,
     including this Appendix I and Appendix II, in its entirety and that its acquisition of
     Placing Shares is subject to and based upon all the terms, conditions,
     representations, warranties, acknowledgements, agreements and undertakings
     and other information contained herein and undertakes not to redistribute or
     duplicate this Announcement;

2.   acknowledges that no offering document or prospectus has been or will be
     prepared in connection with the Placing and represents and warrants that it has
     not received and will not receive a prospectus or other offering document in
     connection with the Placing or the Placing Shares;

3.   acknowledges that none of the Bookrunners, the Company, any of their
     respective affiliates, agents, directors, officers or employees or any person acting
     on behalf of any of them has provided, nor will provide, it with any material
     regarding the Placing Shares, the Company or its Group other than (in the case
     of the Company) this Announcement and the Presentation; nor has it requested
     any of the Bookrunners, the Company, any of their respective affiliates or any
     person acting on behalf of any of them to provide it with any such information;

4.   acknowledges that the Company's ordinary shares are listed on AIM and the JSE
     and that the Company is therefore required to publish certain business and
     financial information in accordance with the rules and practices of the FCA, the
     AIM Rules for Companies and the JSE Listings Requirements, which includes a
     description of the Company's business and the Company's financial information,
     including balance sheets and income statements, and that it is able to obtain or
     access such information, or comparable information concerning other publicly
     traded companies, in each case without undue difficulty;

5.   acknowledges that none of the Bookrunners, any person acting on behalf of any
     of them, or any of their respective affiliates has or shall have any liability for any
     publicly available or filed information or any representation relating to the
     Company or its Group, provided that nothing in this paragraph excludes the
     liability of any person for fraudulent misrepresentation made by that person;

6.   acknowledges that the content of this Announcement and the Presentation is
     exclusively the responsibility of the Company and that none of the Bookrunners,
     nor their respective affiliates or any person acting on behalf of any of them has
     or shall have any liability for any information, representation or statement
     contained in, or omission from, this Announcement, the Presentation or any
     information previously published by or on behalf of the Company or its Group,
     pursuant to applicable laws, and will not be liable for any Placee's decision to
     participate in the Placing based on any information, representation or statement
     contained in this Announcement, the Presentation or otherwise. Each Placee
     further represents, warrants and agrees that the only information on which it is
     entitled to rely and on which such Placee has relied in committing itself to acquire
     Placing Shares is contained in this Announcement, the Presentation and any
     information previously published by the Company by notification to a Regulatory
     Information Service (in the United Kingdom) or the Stock Exchange News
     Service (in the Republic of South Africa), such information being all that such
     Placee deems necessary or appropriate and sufficient to make an investment
     decision in respect of the Placing Shares and that it has neither received nor
     relied on any other information given, or representations, warranties or
     statements made, by any of the Bookrunners or the Company nor any of their
     respective affiliates and none of the Bookrunners or the Company will be liable
     for any Placee's decision to accept an invitation to participate in the Placing
     based on any other information, representation, warranty or statement, provided
     that nothing in this paragraph excludes the liability of any person for fraudulent
     misrepresentation made by that person;

7.   acknowledges and agrees that it may not rely, and has not relied, on any
     investigation that any of the Bookrunners, any of their respective affiliates or any
     person acting on their behalf, may have conducted with respect to the Placing
     Shares or the Company or its Group, and none of such persons has made any
     representation, express or implied, with respect to the Company, its Group, the
     Placing Shares or the accuracy, completeness or adequacy of any publicly
     available or filed information or any representation relating to the Company or its
     Group; each Placee further acknowledges that it has conducted its own
     investigation of the Company, its Group and the Placing Shares and has received
     all information it believes necessary or appropriate in connection with its
     investment in the Placing Shares;

8.   acknowledges that it has made its own assessment and has satisfied itself
     concerning the relevant tax, legal, currency and other economic considerations
     relevant to its investment in the Placing Shares;

9.   acknowledges that none of the Bookrunners, their respective affiliates or any
     person acting on behalf of any of them has or shall have any liability for any
     information made publicly available by or in relation to the Company or its Group
     or any representation, warranty or statement relating to the Company or the
     Group contained therein or otherwise, provided that nothing in this paragraph
     excludes the liability of any person for fraudulent misrepresentation made by that
     person;

10. represents and warrants that it is and, at the time the Placing Shares are
    acquired, will be located outside the United States and is not a US person (as
    defined in Regulation S) and is acquiring the Placing Shares in an "offshore
    transaction" in accordance with Rule 903 or Rule 904 of Regulation S; (ii) if it is
    acquiring the Placing Shares for the account of one or more other persons, it has
    full power and authority to make the representations, warranties, agreements
    and acknowledgements herein on behalf of each such account; (iii) it is not
    acquiring the Placing Shares as a result of any "directed selling efforts" as
    defined in Regulation S or as a result of any form of general solicitation or general
    advertising (within the meaning of Rule 502(c) of Regulation D under the US
     Securities Act); and (iv) it will not publish, distribute or transmit these or any other
     documents or information related to the Placing, by any means or media, directly
     or indirectly, in whole or in part, in or into the United States;

11. acknowledges that the Placing Shares have not been and will not be registered
    under the US Securities Act or the securities laws of any state of the United
    States and that the Company has not been and will not be registered under the
    Investment Company Act; and the Placing Shares may not be offered or sold
    within the United States or to, or for the account or benefit of, US persons (as
    defined in Regulation S) except in an "offshore transaction" in accordance with
    Regulation S or in a transaction exempt from, or not subject to, the registration
    requirements of the US Securities Act and the Investment Company Act;

12. acknowledges that in making any decision to acquire Placing Shares it (i) has
    such knowledge and experience in financial and business matters to be capable
    of evaluating the merits and risks of subscribing for or purchasing the Placing
    Shares, (ii) has relied on its own examination, due diligence and analysis of the
    Company, including the markets in which the Company and the Group operates
    and the terms of the Placing, including the merits and risks involved, (iii) has had
    sufficient time to consider and conduct its own investigation with respect to the
    Placing and purchase of Placing Shares, including the legal, regulatory, tax,
    business, currency and other economic and financial considerations relevant to
    such an investigation, (iv) will not look to any Bookrunner for all or part of any
    such loss it may suffer, (v) is experienced in investing in securities of this nature
    in this sector and is aware that it may be required to bear, and is able to bear,
    the economic risk of an investment in the Placing Shares, (vi) is able to sustain
    a complete loss of an investment in the Placing Shares and (vii) has no need for
    liquidity with respect to its investment in the Placing Shares;

13. undertakes, unless otherwise specifically agreed with the Bookrunners, that it is
    not and at the time the Placing Shares are acquired, neither it nor the beneficial
    owner of the Placing Shares will be, a resident of the United States, Australia,
    Canada or Japan or any other jurisdiction where it would be unlawful to offer or
    subscribe for the Placing Shares, and further acknowledges that the Placing
    Shares have not been and will not be registered under the securities legislation
    of the United States, Australia, Canada or Japan or other such jurisdictions and,
    subject to certain exceptions, may not be offered, sold, transferred, delivered or
    distributed, directly or indirectly, in or into those jurisdictions;

14. acknowledges that the Placing Shares have not been and will not be registered
    and that a prospectus will not be cleared in respect of any of the Placing Shares
    under the securities laws or legislation of the United States or any state or
    jurisdiction thereof, Australia, Canada or Japan and, subject to certain
    exceptions, may not be offered, sold, or delivered or transferred, directly or
    indirectly, in or into those jurisdictions;

15. acknowledges that the Placing Shares are being subscribed for investment
    purposes, and not with a view to offer, resell or distribute within the meaning of
    the United States securities laws;
16. acknowledges that no representation has been made as to the availability of any
    exemption under the US Securities Act for the reoffer, resale, pledge or transfer
    of the Placing Shares;

17. represents and warrants that the issue to it, or the person specified by it for
    registration as holder, of Placing Shares will not give rise to a liability under any
    of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
    clearance services) and that the Placing Shares are not being acquired in
    connection with arrangements to issue depositary receipts or to issue or transfer
    Placing Shares into a clearance service;

18. represents and warrants that it has complied with its obligations under the
    Criminal Justice Act 1993, section 118 of the Financial Services and Markets Act
    2000 (the "FSMA") and in connection with money laundering and terrorist
    financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism
    Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007
    and any related or similar rules, regulations or guidelines, issued, administered
    or enforced by any government agency having jurisdiction in respect thereof (the
    "Regulations") and the Money Laundering Sourcebook of the FCA and, if making
    payment on behalf of a third party, that satisfactory evidence has been obtained
    and recorded by it to verify the identity of the third party as required by the
    Regulations;

19. represents and warrants that it is acting as principal only in respect of the Placing
    or, if it is acting for any other person: (i) it is duly authorised to do so and has full
    power to make the acknowledgments, representations and agreements herein
    on behalf of each such person; and (ii) it is and will remain liable to the Company
    and/or the relevant Bookrunner for the performance of all its obligations as a
    Placee in respect of the Placing (regardless of the fact that it is acting for another
    person);

20. if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus
    Directive, represents and warrants that the Placing Shares purchased by it in the
    Placing will not be acquired on a non-discretionary basis on behalf of, nor will
    they be acquired with a view to their offer or resale to, persons in a Member State
    of the EEA which has implemented the Prospectus Directive other than Qualified
    Investors, or in circumstances in which the prior consent of the Relevant
    Bookrunner has been given to the offer or resale;

21. represents and warrants that it has not offered or sold and will not offer or sell
    any Placing Shares to persons in the United Kingdom, except to persons whose
    ordinary activities involve them in acquiring, holding, managing or disposing of
    investments (as principal or agent) for the purposes of their business or otherwise
    in circumstances which have not resulted and which will not result in an offer to
    the public in the United Kingdom within the meaning of section 85(1) of the
    FSMA;

22. represents and warrants that it has not offered or sold and will not offer or sell
    any Placing Shares to persons in the EEA prior to Admission except to persons
    whose ordinary activities involve them in acquiring, holding, managing or
    disposing of investments (as principal or agent) for the purposes of their business
    or otherwise in circumstances which have not resulted in and which will not result
     in an offer to the public in any member state of the EEA within the meaning of
     the Prospectus Directive;

23. represents and warrants that it has only communicated or caused to be
    communicated and will only communicate or cause to be communicated any
    invitation or inducement to engage in investment activity (within the meaning of
    section 21 of the FSMA) relating to the Placing Shares in circumstances in which
    section 21(1) of the FSMA does not require approval of the communication by
    an authorised person;

24. represents and warrants that it has complied and will comply with all applicable
    provisions of the FSMA with respect to anything done by it in relation to the
    Placing Shares in, from or otherwise involving, the United Kingdom;

25. represents and warrants, if in a Member State of the European Economic Area,
    unless otherwise specifically agreed with the relevant Bookrunner in writing, that
    it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus
    Directive;

26. represents and warrants, if in the United Kingdom, that it is a person (i) having
    professional experience in matters relating to investments who falls within the
    definition of "investment professionals" in Article 19(5) of the Financial Services
    and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who
    falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
    Associations, etc.") of the Order, or (iii) to whom this Announcement may
    otherwise lawfully be communicated;

27. acknowledges that neither the offer referred to herein nor the Placing constitutes
    or is intended to constitute an offer to the public in the Republic of South Africa
    in terms of the South African Companies Act, 2008 (the “South African
    Companies Act") and that in the Republic of South Africa such offer is only being
    distributed to, and is only directed at, and any investment or investment activity
    to which this announcement relates is available only to, and will be engaged in
    only with, persons in South Africa who (i) fall within the categories of persons set
    out in section 96(1)(a) of the South African Companies Act or (ii) are persons
    who subscribe, as principal, for Placing Shares at a minimum placing price of
    R1,000,000, as envisaged in section 96(1)(b) of the South African Companies
    Act, in each case to whom the Placing is specifically addressed;

28. represents and warrants that, if in the Republic of South Africa, it is a person
    referred to in clause 27 above;

29. acknowledges and agrees that no action has been or will be taken by either the
    Company or any Bookrunner or any person acting on behalf of the Company or
    any Bookrunner that would, or is intended to, permit a public offer of the Placing
    Shares in any country or jurisdiction where any such action for that purpose is
    required;

30. represents and warrants that it and any person acting on its behalf is entitled to
    acquire the Placing Shares under the laws of all relevant jurisdictions and that it
    has fully observed such laws and obtained all such governmental and other
    guarantees, permits, authorisations, approvals and consents which may be
     required thereunder and complied with all necessary formalities to enable it to
     commit to this participation in the Placing and to perform its obligations in relation
     thereto (including, without limitation, in the case of any person on whose behalf
     it is acting, it has the necessary powers and capacity and all necessary consents
     and authorities to agree to the terms set out or referred to in this Appendix I) and
     will honour such obligations and that it has not taken any action or omitted to
     take any action which will or may result in any Bookrunner, the Company or any
     of their respective directors, officers, agents, employees or advisers acting in
     breach of the legal or regulatory requirements of any jurisdiction in connection
     with the Placing;

31. undertakes that it (and any person acting on its behalf) will make payment in
    respect of the Placing Shares allocated to it in accordance with this Appendix I
    on the due time and date set out herein, failing which the relevant Placing Shares
    may be placed with other acquirers or sold as the relevant Bookrunner may in
    their sole discretion determine and without liability to such Placee, who will
    remain liable for any amount by which the net proceeds of such sale falls short
    of the product of the relevant Issue Price and the number of Placing Shares
    allocated to it and may be required to bear any stamp duty, stamp duty reserve
    tax or other similar taxes (together with any interest or penalties) which may arise
    upon the sale of such Placee's Placing Shares;

32. that its allocation (if any) of Placing Shares will represent a maximum number of
    Placing Shares which it will be entitled, and required, to acquire, and that the
    Bookrunners and/or the Company may call upon it to acquire a lower number of
    Placing Shares (if any), but in no event in aggregate more than the
    aforementioned maximum;

33. acknowledges that none of the Company nor any Bookrunner, nor any of their
    respective affiliates, nor any person acting on behalf of them, is making any
    recommendations to it, advising it regarding the suitability of any transactions it
    may enter into in connection with the Placing and that its participation in the
    Placing is on the basis that it is not and will not be a client of any Bookrunner in
    connection with its participation in the Placing and that the Bookrunners have no
    duties or responsibilities to it for providing the protections afforded to their
    respective clients or customers or for providing advice in relation to the Placing
    nor in respect of any representations, warranties, undertakings or indemnities
    contained in the Placing Agreement nor for the exercise or performance of any
    of their respective rights and obligations thereunder including any rights to waive
    or vary any conditions or exercise any termination right. Further, it acknowledges
    that any payment by it will not be treated as client money as governed by the
    FCA Handbook rules;

34. acknowledges that any money held in an account by the Bookrunners on behalf
    of the Placee and/or any person acting on behalf of the Placee will not be treated
    as client money within the meaning of the rules and regulations under FSMA and
    that the money will therefore not be subject to the protections conferred by the
    client money rules. As a consequence, the Placee acknowledges that its money
    will not be segregated from the Bookrunners’ money in accordance with the client
    money rules and will be used by each of the Bookrunners in the course of its own
    business and the Placee will rank only as a general creditor of the relevant
    Bookrunner;
35. undertakes that the person whom it specifies for registration as holder of the
    Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither
    the bookrunners nor the Company will be responsible for any liability to stamp
    duty or stamp duty reserve tax or other similar taxes resulting from a failure to
    observe this requirement ("Indemnified Taxes"). Each Placee and any person
    acting on behalf of such Placee agrees to participate in the Placing and it agrees
    to indemnify the Company and each Bookrunner on an after-tax basis in respect
    of any Indemnified Taxes on the basis that the Placing Shares will be allotted to
    the CREST stock account of the relevant Bookrunner who will hold them as
    nominee on behalf of such Placee until settlement in accordance with its standing
    settlement instructions;

36. acknowledges that these terms and conditions and any agreements entered into
    by it pursuant to these terms and conditions set out in this Appendix I, and all
    non-contractual or other obligations arising out of or in connection with them,
    shall be governed by and construed in accordance with the laws of England and
    Wales and it submits (on behalf of itself and on behalf of any person on whose
    behalf it is acting) to the exclusive jurisdiction of the English courts as regards
    any claim, dispute or matter arising out of any such contract (including any
    dispute regarding the existence, validity or termination of such contract or relating
    to any non-contractual or other obligation arising out of or in connection with such
    contract), except that enforcement proceedings in respect of the obligation to
    make payment for the Placing Shares (together with any interest chargeable
    thereon) may be taken by either the Company or any Bookrunner in any
    jurisdiction in which the relevant Placee is incorporated or in which any of its
    securities have a quotation on a recognised stock exchange;

37. agrees to indemnify on an after tax basis and hold the Company, each
    Bookrunner and their respective affiliates harmless from any and all costs,
    claims, liabilities and expenses (including legal fees and expenses) arising out of
    or in connection with any breach of the representations, warranties,
    acknowledgements, agreements and undertakings in this Appendix I and further
    agrees that the provisions of this Appendix I shall survive after completion of the
    Placing;

38. represents and warrants that it has neither received nor relied on any inside
    information concerning the Company prior to or in connection with accepting this
    invitation to participate in the Placing and is not purchasing Placing Shares on
    the basis of material non-public information and if it has received any confidential
    price sensitive information about the Company in advance of the Placing, it has
    neither dealt in securities of the Company, encouraged or required any other
    person to deal in securities of the Company or disclosed any such information to
    any other person prior to the information being made publicly and generally
    available;

39. acknowledges that its commitment to subscribe for Placing Shares on the terms
    set out herein and in the trade confirmation or contract note will continue
    notwithstanding any amendment that may in future be made to the terms of the
    Placing, and that Placees will have no right to be consulted or require that their
    consent be obtained with respect to the Company's conduct of the Placing;
40. if it is a pension fund or investment company, its purchase of Placing Shares is
    in full compliance with applicable laws and regulations;

41. represents and warrants that it is not acting in concert (within the meaning given
    in the City Code on Takeovers and Mergers) with any other Placee or any other
    person in relation to the Company;

42. represents and warrants that it will provide the Bookrunners with such relevant
    documents as they may reasonably request to comply with requests or
    requirements that either they or the Company may receive from regulators in
    relation to the Placing, subject to its legal, regulatory and compliance
    requirements and restrictions;

43. represents and warrants that it has read and understood the risk factors relating
    to the Company, its Group and the Placing, set out in Appendix II; and

44. agrees that the Company, each Bookrunner and their respective affiliates and
    others will rely upon the truth and accuracy of the foregoing representations,
    warranties, acknowledgements and undertakings which are given to the
    Bookrunners on their own behalf and on behalf of the Company and are
    irrevocable and irrevocably authorises the Company and each Bookrunner to
    produce this Announcement, pursuant to, in connection with, or as may be
    required by any applicable law or regulation, administrative or legal proceeding
    or official inquiry with respect to the matters set forth herein.

The foregoing representations, warranties and confirmations are given to each
Bookrunner for itself and on behalf of the Company and are irrevocable.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for
whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing Shares in question.
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or transfer the
Placing Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or stamp
duty reserve tax or other similar taxes may be payable, for which neither the Company
nor any Bookrunner will be responsible and the Placees shall indemnify the Company
and each Bookrunner on an after-tax basis for any stamp duty or stamp duty reserve
tax paid by them in respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the relevant Bookrunner
accordingly.

The Company and the Bookrunners are not liable to bear any transfer taxes that arise
on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such transfer tax liability arises
and notify the relevant Bookrunner accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold each of the Bookrunners and the Company
and their respective affiliates harmless from any and all interest, fines or penalties in
relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside the UK by
them or any other person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor any of the Bookrunners owe any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or indemnities
in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees
that each Bookrunner or any of their respective affiliates may, at its absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner,
any money held in an account with that Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the FSMA. The Placee
acknowledges that the money will not be subject to the protections conferred by the
client money rules; as a consequence, this money will not be segregated from that
Bookrunner's money in accordance with the client money rules and will be used by
that Bookrunner in the course of its own business and the Placee will rank only as a
general creditor of that Bookrunner.

All times and dates in this Announcement may be subject to amendment. Each
Bookrunner shall notify its Placees and any person acting on behalf of the Placees of
any changes.
                                    APPENDIX II
                                  RISK FACTORS

All the information set out in this Appendix II and, in particular, those risks
relating to the Placing described below should be carefully considered prior to
making any investment decision. Accordingly, you are strongly recommended
to consult an investment adviser authorised under the FSMA if you are in the
United Kingdom or, if not, another appropriately authorised independent
financial adviser, who specialises in the acquisition of shares and other
securities before making a decision to invest. In addition to all the other
information contained in this Announcement, potential investors should
carefully consider the following risk factors which the Directors consider to be
all the known material risks in respect of the business of the Company and its
securities, but are not set out in any particular order of priority.

If any of the circumstances identified in the risk factors were to materialise, the
Group’s business, financial condition and operating results could be materially
affected. Investors should note that the trading price of the Ordinary Shares
could decline due to any of these risks and investors may lose all or part of their
investment.

Additional risks which are not presently known to the Board, or that the Board
currently deems to be immaterial but which may be material, may also have an
effect on the Group’s business, financial condition and operating results.
Risks relating to the Group’s business
The Group’s exploration licences and contracts

The Group’s current exploration operations are dependent upon the grant, renewal or
continuance in force of appropriate surface and/or subsurface use contracts, licences,
permits and regulatory approvals and consents which may be valid only for a defined
time period, may be subject to limitations and may provide for withdrawal in certain
circumstances. There can be no assurance that such surface and/or subsurface use
contracts, licences, permits, regulatory approvals or consents would be granted,
renewed or continue in force, or, if so, on what terms.

The Group’s surface and/or subsurface use contracts and related work programmes
contain a range of obligations on the Group, and there may be adverse consequences
of breach of these obligations, ranging from penalties to, in extreme cases, suspension
or termination of the Group’s surface and/or subsurface use licences and/or surface
and/or subsurface use contracts.

Withdrawal of licences, termination of surface and/or subsurface use contracts or
failure to secure requisite licences or the cessation thereof in respect of any of the
Group’s operations may have a material adverse impact on the Group’s business,
operating results and financial condition.
Changes to the current political and regulatory environment in the Republic of South
Africa or any other markets in which the Group operates in the future may adversely
affect the Group

Regulatory changes, if any, in extraction or investment policies or shifts in political
attitude may adversely affect the Group’s operations and future profitability.
Operations may be affected in varying degrees by Government regulations with
respect to, but not limited to, restrictions on production, price controls, export controls,
currency remittance, income and other taxes, foreign investment, maintenance of
claims, environmental legislation, water use, employment and contractor selection.
Funding Requirement

The initiation and construction of the Project will require significant capital
expenditures. As at 31 December 2016, the Company’s cash and cash equivalents
totalled ZAR68 million (US$5 million) and the Group had access to immediately
available undrawn facilities totalling ZAR341 million (US$25 million). The Group
estimates that its final capital funding requirement will be approximately US$120
million. The Placing is expected to raise approximately US$51 million of the funding
requirement with the balance being funded by the RMB facility. Although the Credit
Committee of RMB has granted approval and has entered into a Mandate Letter with
the Group in respect of the RMB facility, the Mandate Letter does not constitute a
binding commitment to underwrite, provide or secure any financing, which remains
subject to ongoing due diligence, the completion of definitive facility documentation
and other approvals. There can be no assurance that the approvals and conditions
included in the Mandate Letter will be met, that the Group will have secured committed
financing at the time that it intends to draw upon the financing or that RMB will be
willing to lend at that time.
Exchange Control Regulations

South Africa, where the Group operates, employs, or may employ in the future,
exchange control regulations which may adversely affect the Group’s ability to transfer
funds in and from such territories, and therefore the Group’s ability to carry on its
operations in such territories.
Gold Price and Market
The profitability of the Group’s operations and the cash flows generated by these
operations are significantly affected by changes in the market price for gold. The
market price for gold can fluctuate widely. These fluctuations are caused by numerous
factors beyond the Group’s control, including: speculative positions taken by investors
or traders in gold; changes in the demand for gold use in jewellery, for industrial uses
and for investment; changes in the supply of gold from production, disinvestment,
scrap and hedging; financial market expectations regarding the rate of inflation; the
strength of the US dollar (the currency in which the gold price is denominated) relative
to other currencies; changes in interest rates; actual or expected gold sales by central
banks; gold sales by gold producers in forward transactions; global or regional political
or economic events; and costs of gold production in major gold-producing nations,
such as China, the United States, South Africa, Australia, Peru and Russia.

The price of gold is often subject to sharp, short-term changes resulting from
speculative activities and general world economic events. While the overall supply of,
and demand for, gold can affect its market price, because of the considerable size of
above ground stocks of the metal, in comparison to other commodities, these factors
typically do not affect the price to the extent that the supply of, and demand for, other
commodities tends to affect their market prices.

If the gold price falls below the cost of anticipated production for an extended period,
the Group may be forced to curtail or suspend some or all of its capital projects and/or
operations. In addition, the Group would have to assess the economic impact of low
gold prices on its operating results or financial condition.
Information on Reserves and Resources

The Group’s reported mineral resources and mineral reserves are reported in
accordance with the SAMREC standard and as stated as mineral inventory in the
Company’s Regulatory Information Service announcement. There are numerous
uncertainties inherent in estimating mineral resources, including factors beyond the
control of the Group. The estimation of mineral resources and mineral reserves is a
statistical process and the accuracy of any such estimation is a function of the quality
of available data and of engineering and geological interpretation and judgement.
Results of drilling, metallurgical testing, production, evaluation of mine plans and
exploration activities subsequent to the date of any estimate may justify revision (up
or down) of such estimates. There is no assurance that mineral resources can be
economically mined. Mineral resources that have not been converted to mineral
reserves do not have demonstrated economic viability. A mineral resource is a
statement of in situ mineralisation. Mineral reserves are a statement of resources that
are considered as commercially mineable according to ruling economic parameters at
the time.
Only a certain proportion of estimated mineral resources will be translated into
reserves and recovered as the Group proceeds to production on its development and
exploration sites. There is no guarantee that they will be recovered at the volume,
grade and rates estimated. The failure of the Group to achieve its production estimates
is likely to have a material and adverse effect on any or all of its future cash flows,
profitability, results of operations and financial condition. These production estimates
are dependent on, among other things, the accuracy of mineral resource and reserve
estimates, the accuracy of assumptions regarding mineral grades and recovery rates,
ground conditions (including hydrology), physical characteristics of ores, such as
hardness, the presence or absence of particular metallurgical characteristics and the
accuracy of estimated rates and costs of mining, ore haulage and processing.

Changes in the Group’s capital costs and operating costs are likely to have a
significant impact on its profitability. Its main planned production expenses will be
mining contracting costs, transport costs, treatment costs and overheads. Changes in
costs of the Group’s mining and processing operations can occur as a result of
unforeseen events and could result in changes in profitability or resource estimates,
including rendering certain mineral resources uneconomic to mine. Many of these
changes may be beyond the Group’s control.

The volume and grade of the ore the Group recovers may not conform to current
expectations. Lower market prices, increased production costs, reduced recovery
rates and other factors may render the Group’s mineral resources and mineral
reserves uneconomic to exploit and may result in revision of its mineral reserve
estimates from time to time. Mineral reserve data is not necessarily indicative of future
results of operations. If the Group’s actual mineral reserves are less than current
estimates, the Group’s results of operations and financial condition may be materially
impaired.
Estimates in financial statements

Preparation of consolidated financial statements requires the Group to use estimates
and assumptions. Accounting for estimates requires the Group to use its judgement
to determine the amount to be recorded in its financial statements in connection with
these estimates. The Group’s accounting policies regarding exploration and
evaluation require management to make certain estimates and assumptions as to
future events and circumstances, in particular, the assessment of whether economic
quantities of ore reserves or mineral resources have been found. In addition, the
carrying amounts of certain assets and liabilities are often determined based on
estimates and assumptions of future events. If the estimates and assumptions are
inaccurate, the Group could be required to write down the value of certain assets. On
an ongoing basis, the Group re-evaluates its estimates and assumptions. However,
the actual amounts could differ from those based on estimates and assumptions.
Holding company structure and restrictions on dividends

The Company’s operating results and its financial condition are dependent on the
trading performance of members of the Group. The Company’s ability to pay dividends
in the future will depend on the level of distributions, if any, received from the
Company’s subsidiaries. The Group’s members may, from time to time, be subject to
restrictions on their ability to make distributions to the Company, as a result of factors
such as restrictive covenants contained within loan agreements, foreign exchange
limitations and regulatory or fiscal restrictions. There can be no assurance that such
restrictions will not have a material adverse effect on the Group’s business, operating
results and financial condition.
Uninsured risks
It is not always possible to obtain insurance against all risks facing the Group and the
Group may decide not to insure against certain risks because of high premiums or
other reasons. Moreover, insurance against risks such as environmental pollution or
other hazards as a result of exploration and production is not generally available to the
Group or to other companies in the mining industry on acceptable terms. Although the
Group maintains insurance to protect against certain risks in such amounts as it
considers reasonable, its insurance will not cover all potential risks associated with its
operations and insurance coverage may not continue to be available or may not be
adequate to cover any resulting liability. Should such liabilities arise, they could reduce
or eliminate any further profitability and result in increasing costs and a decline in the
value of the Ordinary Shares.
Working Capital

The Company may need to raise additional funds in the future in order to develop
exploration and development programmes. Whether as a result of fluctuating market
conditions, lack of market interest in the Company’s industry sector or otherwise, this
additional financing may not be available to the Company on acceptable terms.
Additional equity financing may be dilutive to Shareholders and could contain rights
and preferences superior to those of the New Ordinary Shares, while debt financing
may involve restrictions on the Company’s financing and operating activities or may
not be available at reasonable cost. If the Company is unable to raise additional funds
as needed, the scope of its operations may be reduced and or its interest in
concessions may be diluted or may expire and, as a result, the Company may be
unable to fulfil its medium to long-term exploration and development programme.
Currency risks

Currency fluctuations may affect the Group’s revenue from its operations. The Placing
and other financing activities will be received in pounds sterling, while a significant
portion of its operating expenses will be incurred in other currencies, particular those
of the countries in which it operates, namely the Republic of South Africa. Accordingly,
foreign currency fluctuations may adversely affect the Group’s financial position and
operation results.

As the Group makes limited use of commodity or derivative instruments to protect
against a fall in gold prices, the Group is exposed to the impact of any significant drop
in the gold price. In general, hedging in this manner reduces the risk of exposure to a
fall in the gold price. As the Group does not make extensive use of transactions to
hedge against the future price at which its gold production is sold and does not expect
to in the near future, the Group can realise the positive impact of any increase in the
gold price. However, this also means that the Group is not protected against
decreases in the gold price and, if the gold price decreases significantly, the Group’s
revenues will be materially adversely affected.
Risks relating to key personnel

The Group’s prospects depend in part on the ability of its executive officers, senior
management and key consultants to operate effectively, both independently and as a
group. To manage its growth, the Group must attract and retain additional highly
qualified management and technical personnel and continue to implement and
improve operational, financial and management information systems. Investors must
be willing to rely to a significant extent on management’s discretion and judgement, as
well as the expertise and competence of outside contractors.
Litigation
While the Group currently has no material outstanding litigation or dispute not already
disclosed, there can be no guarantee that the current or future actions of the Group
will not result in litigation since there have been a number of cases where the rights
and privileges of mining companies have been the subject of litigation. The mining
industry, as with all industries, may be subject to legal claims, both with and without
merit, from time to time. The Directors cannot preclude that such litigation may be
brought against the Group in the future. Defence and settlement costs can be
substantial, even with respect to claims that have no merit. Due to the inherent
uncertainty of the litigation process, there can be no assurance that the resolution of
any particular legal proceeding will not have a material adverse effect on the Group’s
financial position, results or operations. The Group’s business may be materially
adversely affected if the Group and/or its employees or agents are found not to have
met the appropriate standard of care or not exercised their discretion or authority in a
prudent or appropriate manner in accordance with accepted standards.
Competition

Whilst the Group will not experience competition for its future sales, as gold is a
worldwide commodity, it may encounter competition in identifying and acquiring
exploration and development rights for attractive gold properties in Africa.

For the Group to expand its operations, it is likely to face competition from both
domestic gold mining companies in such countries and any international gold mining
companies which already have significant operations in these countries, together with
potential new entrants into such markets, any of which might have greater financial,
technological and other resources than the Group.

There is a high degree of competition for the discovery and acquisition of properties
considered to have a commercial potential. The Group competes with other mining
companies for the acquisition of mineral claims, leases and other mineral interests as
well as for the recruitment and retention of qualified employees and other personnel.
Risks relating to the gold mining industry

PAF is the holding company for a group of companies engaged in gold mining and
exploration activities. Gold mining companies face many risks related to their
operations (including their exploration and development activities) that may affect their
cash flows and overall profitability.
Production of gold

Gold mining is susceptible to numerous events that may have an adverse impact on
the Group’s business, as well as the Group’s ability to produce gold and to meet its
future production targets. The material risks faced by the Group are:

-   environmental hazards, including discharge of metals, pollutants or hazardous
    chemicals;
-   industrial accidents;
-   labour disputes;
-   activities of illegal or artisanal miners;
-   mechanical breakdowns;
-   electrical power interruptions;
-   encountering unexpected geological formations;
-   grade dilution
-   unanticipated ground and water conditions;
-   unanticipated increases in gold lock-up and inventory levels at the Group’s
    metallurgical operations;
-   unexpectedly lower metallurgical recoveries
-   geotechnical issues affecting pit stability or strip ratio; legal and regulatory
    restrictions and changes to such restrictions;
-   safety-related stoppages;
-   seismic activity; and
-   other natural phenomena, such as floods or inclement weather conditions.
Uncertainty and cost of mineral exploration and acquisitions

As part of its mine development, PAF must undertake exploration activities in order
that it can fully understand the geology across its mining and prospecting rights areas
and successfully develop the mining operations to fully exploit its resources.
Exploration activities are speculative and are often unproductive. These activities also
often require substantial expenditure to establish gold resources or reserves through
drilling and metallurgical and other testing techniques, determine appropriate recovery
processes to extract gold from the ore and construct, renovate or expand mining and
processing facilities.

Once gold mineralisation is discovered it can take several years to determine whether
gold reserves exist. During this time the economic viability of production may change.

The Group may consider from time to time the acquisition of gold reserves,
development properties and operating mines, either as stand-alone assets or as to be
integrated into existing Group companies or operations. Its decisions to acquire these
properties will be based on a variety of factors including historical operating results,
estimates of and assumptions about future reserves, cash and operating costs, the
gold price and projected economic returns and evaluations of existing or potential
liabilities associated with each property and its operations. Other than historical
operating results, all of these parameters may differ significantly from the Group’s
estimates and assumptions.

Mining companies are subject to extensive health, safety and environmental
laws and regulations

Gold mining operations are subject to a variety of industry-specific health and safety
laws and regulations depending upon the jurisdiction in which they are located. These
laws and regulations are formulated to improve and to protect the safety and health of
employees. Should compliance with any new standards require a material increase in
expenditure or material interruptions to production, the Group’s results in respect of
operations and financial condition may be adversely affected.
Mining companies are also subject to extensive environmental laws and regulations in
the various jurisdictions in which they operate. These regulations establish limits and
conditions on companies’ ability to conduct their operations. The cost of the Group’s
compliance with environmental laws and regulations has been, and is expected to
continue to be, significant. Environmental laws and regulations are continually
changing and are generally becoming more restrictive. If environmental compliance
obligations alter as a result of changes in laws and regulations, or in certain
assumptions on the basis of which the Group estimates liabilities, or if unanticipated
conditions arise at the Group’s operations, expenses and provisions would increase.
If material, these expenses and provisions could adversely affect the Group’s results
and financial condition.

Mining companies are required to close their operations and rehabilitate the lands that
they mine in accordance with environmental laws and regulations. Estimates of the
total ultimate closure and rehabilitation costs for gold mining operations are significant.
Environmental liabilities are accrued when they become known, probable and can be
reasonably estimated. Regulators are continuously reviewing these regulations and
any amendments could result in additional financial guarantees being required,
negatively impacting on Group working capital. Costs associated with rehabilitating
land disturbed by the mining processes and addressing the environmental, health and
community issues are estimated and financial provision made based upon information
available currently.

Estimates may however, be insufficient and further environmental issues may be
identified at any stage. Any underestimated or unidentified rehabilitation costs would
reduce earnings and could materially and adversely affect the Group’s asset values,
earnings and cash flows.
Security risks and loss control issues

Whilst mine security and loss control procedures have been implemented, the risk
remains of illegal mining, theft, threats to mine workers’ lives and safety as well as
industrial espionage, information loss and the loss of the operational efficiency of the
mine.
Risks relating to emerging markets generally

Investors in companies whose assets are located in emerging economies such as the
Republic of South Africa should be aware that these economies are subject to greater
risk than more developed economies, including in some cases significant legal,
regulatory, economic and political risks. Investors should also note that emerging
economies are subject to rapid change and that the information set out in this
document may become outdated. Accordingly, investors should exercise particular
care in evaluating the risks involved and must decide for themselves whether, in light
of these risks, investing in the New Ordinary Shares is appropriate. Generally,
investment in a company whose assets are located in an emerging economy is only
suitable for sophisticated investors who fully appreciate the significance of the risks
involved and investors are urged to consult with their own legal and financial advisers
before making an investment in the New Ordinary Shares.
The legal system in many emerging markets countries is less certain than
more developed legal systems

Many emerging markets countries have a less developed legal system than more
established economies, particularly with respect to mining operations, which may
result in risks such as: (i) potential difficulties in obtaining effective legal redress in
their courts, whether in respect of a breach of law or regulation, or in an ownership
dispute; (ii) a higher degree of discretion on the part of Governmental authorities; (iii)
the lack of judicial or administrative guidance when interpreting applicable rules and
regulations; (iv) inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions; or (v) relative inexperience of the
judiciary and courts in such matters. In addition, the commitment of local business
people, government officials and agencies and the judicial system to abide by legal
requirements and negotiated agreements may be uncertain, creating particular
concerns with respect to licences and agreements for business. These may be
susceptible to revision or cancellation and legal redress may be uncertain or delayed.
Any difficulties faced by the Group arising from these uncertainties could have an
adverse effect on the Group’s business and financial condition and prospects.

Any downgrading of prevailing debt rating by an international rating agency
could have a negative impact on the Group

Any adverse revision to the prevailing credit rating for domestic and international debt
by any of the international rating agencies may adversely impact the Group’s ability to
raise future project financing and the interest rates and other commercial terms at
which such additional financing may be available. This could have an adverse effect
on the Group’s financial performance and its ability to obtain financing to fund its
growth on favourable terms or at all.

National or regional instability could disrupt the Group’s business and affect the price
of the Ordinary Shares
Exploration and Mining Risks

The business of exploration for minerals is highly speculative in nature, involves a high
degree of risk and is frequently unsuccessful. Few properties that are explored are
ultimately developed into producing mines. There can be no assurance that any
mineralisation discovered by the Group will result in proven and probable reserves nor
that any mineral deposits determined by the Group will contain economically
recoverable volumes of resources. Should the mineral deposits contain economically
recoverable resources then delays in the construction and commissioning of mining
projects or other technical difficulties may result in the Group’s current or future
projected target dates for production being delayed or further capital expenditure being
required or the resource becoming uneconomic.

The operations of the Group may be disrupted by a variety of risks and hazards which
are beyond the control of the Company, including geological, geotechnical and seismic
factors, environmental hazards, industrial accidents, occupational and health hazards,
technical failures, labour disputes, unusual or unexpected rock formations, explosions,
flooding and extended interruptions due to inclement or hazardous weather conditions
and other acts of God such as natural disasters and outbreaks of highly contagious
diseases. These risks and hazards could also result in damage to, or destruction of,
production facilities, personal injury, environmental damage, business interruption,
monetary losses and possible legal liability. No assurance can be given that the Group
will be able to obtain insurance coverage at reasonable rates (or at all), or that any
coverage it obtains will be adequate and available to cover any such claims.

The occurrence of any of these hazards can delay activities of the Group and may
result in liability. The Group may become subject to liability for pollution or other
hazards against which it has not insured or cannot insure, including those in respect
of past mining activities for which it was not responsible.

Substantial expenditures are required to establish ore reserves through drilling, and,
in the cases of new properties, to construct mining and processing facilities. As a result
of these uncertainties, no assurance can be given that the exploration programmes
undertaken by the Group will result in any new commercial mining operations being
brought into operation. In addition, delays in the construction and commissioning of
any of the Group’s mining projects or drilling projects or other technical difficulties may
result in projected target dates for related production being delayed and/or further
capital expenditure being required. In common with all mining and drilling operations,
there is uncertainty, and therefore risk, associated with operating parameters and
costs resulting from the scaling up of extraction methods tested in laboratory
conditions. The Group’s ability to raise further funds will depend on the success of
existing and acquired operations. The Group may not be successful in procuring the
requisite funds and, if such funding is unavailable, the Group may be required to
reduce the scope of its operations or anticipated expansion. In the event that financing
is successful it may mean that new Ordinary Shares need to be issued on a non pre-
emptive basis, thus diluting the interests of investors at that time.
Operational Targets and Delays

The Group’s operational targets will be subject to the completion of planned
operational goals on time and according to budget, and are dependent on the effective
support of the Group’s personnel, systems, procedures and controls. Any failure of
these may result in delays in the achievement of operational targets with a consequent
material adverse impact on the business, operations and financial performance of the
Group. The Group will not generate any material income until mining has successfully
commenced. In the meantime the Group will continue to expend its cash reserves.
Bribery and corruption

The Group operates in a range of regions where its representatives may be exposed
to potentially corrupt practices. There is no guarantee that the Group’s policies will
successfully protect the Group from such practices and their legal and financial
consequences.
Risks relating to the Placing
Future sales of Ordinary Shares could adversely affect the share sale price
Sales of additional Ordinary Shares into the public market following the Placing could
adversely affect the market price of the Ordinary Shares if there is insufficient demand
for the Ordinary Shares at the prevailing market price.
Share price may fluctuate

Publicly traded securities from time to time experience price and volume fluctuations
that may be unrelated to the operating performance of the companies that have issued
them. In addition, the market price of the Ordinary Shares may prove to be volatile.
The market price of the Ordinary Shares may fluctuate in response to a number of
factors, many of which are beyond the Group’s control, including: variations in
operating results in the Group’s reporting periods; changes in financial estimates by
securities analysts; changes in market valuation of similar companies;
announcements by the Group of significant contracts, acquisitions, strategic alliances,
joint ventures or capital commitments; changes to mineral resource and reserve
statements; additions or departures of key personnel; any shortfall in revenues or net
income or any increase in losses from levels expected by securities analysts; future
issues or sales of Ordinary Shares; and stock market price and volume fluctuations.
Any of these events could result in a material decline in the price of the Ordinary
Shares.
Other risk factors

The Ordinary Shares are traded on AIM, rather than the main market of the London
Stock Exchange. An investment in shares traded on AIM may carry a higher risk than
an investment in shares listed on the Official List of the UK Listing Authority and traded
on the main market of the London Stock Exchange.

Investors should be aware that the value of the Ordinary Shares may be volatile and
may go down as well as up and investors may therefore not recover their original
investment, especially as the market in the Ordinary Shares on AIM may have limited
liquidity.

The market price of the Ordinary Shares may not reflect the underlying value of the
Company’s net assets. The price at which investors may dispose of their shares in the
Company may be influenced by a number of factors, some of which may pertain to the
Company, and others of which are extraneous. Investors may realise less than the
original amount invested.

The risks above do not necessarily comprise all those faced by the Company
and are not intended to be presented in any assumed order of priority.
                                  APPENDIX III
                                  DEFINITIONS

The following definitions apply throughout this Announcement, unless the context
requires otherwise:

Admission              the admission to trading on AIM and JSE of the New
                       Ordinary Shares
AIM                    the market of that name operated by the London Stock
                       Exchange
AIM Rules for         the AIM Rules for Companies published by the London
Companies             Stock Exchange (as amended from time to time) together
                       with any guidance notes as published by the London stock
                       Exchange from time to time
Board or Directors    the directors of the Company from time to time
Bookbuild             the accelerated bookbuilding process to be conducted by
                       the Placing Agents to arrange participation by Placees in the
                       Placing which will establish the number of Placing Shares at
                       the Issue Price
Company or PAF         Pan African Resources PLC
"CREST"                the relevant system for the paperless settlement of trades
                       and the holding of uncertificated securities operated by
                       Euroclear UK & Ireland in accordance with the CREST
                       Regulations
CREST Regulations      the Uncertificated Securities Regulations 2001, as amended
Euroclear UK &        Euroclear UK & Ireland Limited, the operator of CREST
Ireland
Excluded Territory The United States, Australia, Canada or Japan or any other
                     jurisdiction where it would be unlawful to offer or subscribe
                     for the Placing Shares
FCA                 the Financial Conduct Authority of the United Kingdom
FSMA                 the Financial Services and Markets Act 2000 (as amended)
BST                  British Summer time, the daylight saving time zone for
                       Britain
Group                the Company, together with its subsidiary undertakings
ISIN                 International Securities Identification Number
London Stock          London Stock Exchange PLC
Exchange
Money Laundering      the Money Laundering Regulations 2007 (as amended)
Regulations

Ordinary Shares      the ordinary shares of £0.01 each in the capital of the
                       Company
Placees              the persons by whom or on whose behalf a commitment to
                       acquire Placing Shares will be or has been given
Placing              the placing of the Placing Shares with existing and new
                       institutional investors by way of the Bookbuild
Placing Agreement    the conditional agreement dated 12 April 2017 between the
                    Company and the Placing Agents relating to the Placing
Issue Price          14 pence per Placing Share or ZAR2.42 per Placing Share
Placing Share or     each Ordinary Share to be issued under the Placing
New Ordinary
Shares
Prospectus Rules     the rules made by the FCA under Part VI of FSMA in relation
                       to offers of transferable securities to the public and
                       admission of transferable securities to trading on a regulated
                       market
rand, ZAR or R        the lawful currency of the Republic of South Africa
Registrars            Capita Asset Services, Corporate Actions, The Registry, 34
                       Beckenham Road, Kent, BR3 4TU, UK
Regulatory           one of the regulatory information services approved by the
Information Service  London Stock Exchange for the distribution to the public of
                     AIM announcements
RSA                   The Republic of South Africa
SAST                 South African Standard Time, the official time in the RSA
SENS                 Stock Exchange News Service, the regulatory information
                       service provided by the JSE
Shareholder          a holder of Ordinary Shares
sterling, pounds     the lawful currency of the United Kingdom
sterling, £, pence
or p
UK                   The United Kingdom of Great Britain and Northern Ireland
United States or     the United States of America, its territories and possesses,
US                   any state of the United States and the District of Columbia
US$ or US dollar the lawful currency of the United States of America
US Securities Act    the United States Securities Act of 1933 (as amended)
-ends-

Date: 12/04/2017 08:00:00 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,
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