Fulfilment of all conditions precedent to the sale of Uitkomst Colliery Pan African Resources PLC (Incorporated and registered in England and Wales under Companies Act 1985 with registered number 3937466 on 25 February 2000) AIM Code: PAF JSE Code: PAN ISIN: GB0004300496 (“Pan African”) FULFILMENT OF ALL CONDITIONS PRECEDENT TO THE SALE OF UITKOMST COLLIERY Further to the announcement published on 5 April 2017, Pan African is pleased to announce that all conditions precedent to the disposal of 100% of the shares and loan accounts in Pan African Resources Coal Holdings Proprietary Limited (“PAR Coal”) (“the Transaction”) have now been fulfilled. This follows Uitkomst Colliery Proprietary Limited (“Uitkomst”) having entered into a supply of coal agreement on terms acceptable to Coal of Africa Limited (“CoAL”). As a result, the effective date of the Transaction will be 30 June 2017 (“Effective Date”), when CoAL will take ownership, control and management of PAR CoAL and Uitkomst and Pan African will receive its consideration which will be settled as follows: - R125 million in cash on the Effective Date. - R125 million through the issue of 261,287,625 new ordinary shares in CoAL on the Effective Date. - R25 million in deferred consideration (the “Deferred Consideration”). The Deferred Consideration may be paid by CoAL at any time prior to the second anniversary of the Effective Date. The Deferred Consideration will bear interest at the South African prime overdraft rate from the Effective Date. If the Deferred Consideration and any interest accrued thereon is not paid to Pan African by the second anniversary of the Effective Date, Pan African may elect to have the amount due to it settled through the issue of new CoAL ordinary shares at a price per share equal to the 30-day volume weighted average price of a CoAL ordinary share as traded on the exchange operated by the JSE prevailing on the last trading day immediately prior to the date that such election is made. By order of the Board Johannesburg 26 June 2017 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 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 Office: + 27 (0) 11 550 5009 Office: +44 (0) 207 418 8900 Jeffrey Couch/Neil Haycock/Thomas Rider Bobby Morse/Chris Judd BMO Capital Markets Limited Buchanan Communications Joint Broker Public & Investor Relations UK Office: +44 (0) 207 236 1010 Office: + 44 (0) 207 466 5000 Julian Gwillim Marius Saaiman Aprio Strategic Communications M Squared Resources Public & Investor Relations SA Transaction advisor Office: +27 (0)11 880 0037 Office: +27 (0)11 648 0207 Date: 26/06/2017 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, information disseminated through SENS.