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EXXARO RESOURCES LIMITED - Disposal of a portion of Exxaro's investment in Tronox - EXX, EXX02

Release Date: 11/10/2017 07:05
Code(s): EXX02 EXX     PDF:  
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Disposal of a portion of Exxaro's investment in Tronox - EXX,  EXX02

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN code: ZAE000084992
ADR code: EXXAY
Bond Code: EXX02
ISIN Code: ZAG000115965
(Exxaro or the Company)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SPAIN OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

DISPOSAL OF A PORTION OF EXXARO'S INVESTMENT IN TRONOX

(Pretoria, 10 October 2017) — Exxaro Resources Limited (JSE:EXX) today
announces that it has completed its sale of 22,425,000 Class A ordinary shares of
Tronox Limited (NYSE:TROX), a NYSE-listed company engaged in the mining,
production and marketing of inorganic minerals and chemicals, in an
underwritten public offering in the United States (the "Disposal"). The number of
shares sold includes 2,925,000 Class A ordinary shares purchased through the
underwriters' exercise of an option to purchase additional shares at the public
offering price. The net proceeds from the sale of the Class A ordinary shares in
the offering is approximately USD474 million (approximately ZAR6,536 million).

The Disposal represents a Category 2 transaction in terms of the JSE Listings
Requirements ("Listings Requirements") as it constitutes approximately 15 per cent of
Exxaro's market capitalisation.

This transaction follows Exxaro's previous announcements of its intention to monetise
its stake in Tronox in a staged process over time. The Disposal reduces Exxaro's
ownership of Tronox's total outstanding voting shares from approximately 51.2 million to
approximately 28.7 million, representing approximately 24.0 per cent of Tronox's total
outstanding voting shares.

Further information required in terms of the JSE Listings Requirements is set out below:

-    Exxaro received the cash proceeds from the offering on 10 October 2017.
-    The carrying value of the Disposal is approximately ZAR3.2 billion, based on
     Exxaro's results for the interim period to 30 June 2017.
-    Exxaro's losses attributable to Tronox for the interim period to 30 June 2017 were
     approximately ZAR363 million.
-    The net proceeds from the Disposal will be used to provide funding for its future
     capital commitments, to repay debt and to return capital to its shareholders.

Notwithstanding the release of this Category 2 transaction announcement, the pro
forma financial effects of the replacement Black Economic Empowerment transaction,
as announced on SENS on 22 November 2016 and cautionary renewals issued on 26
June 2017, 18 September 2017, and 5 October 2017 are yet to be published and
therefore Exxaro shareholders are advised to continue exercising caution when dealing
in Exxaro securities until a further announcement is made.

Management will continue to assess market conditions going forward for further
possible sell downs in its remaining Tronox investment and shareholders will be advised
accordingly.

By order of the board

Pretoria
10 October 2017

This Category 2 transaction announcement shall not constitute an offer to sell or the
solicitation of an offer to buy these securities or any Exxaro securities, nor shall there be
any sale of these securities or any Exxaro securities in any state or other jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction.

Editor's note

Exxaro is a resources group with business interests in South Africa, Europe, the United
States of America and Australia. Exxaro's asset portfolio includes coal operations and
investments in iron ore, pigment manufacturing, renewable energy (wind) and residual
base metals.

Forward-Looking Statements

This Category 2 transaction announcement contains "forward-looking statements",
which are statements that are not historical facts and that are based upon Exxaro
management's current beliefs and expectations. These statements are subject to
uncertainty and changes in circumstances and contain words such as "believe",
"intended", "expect", and "anticipate", and include statements about expectations for
future results and actions, such as statements concerning the application of proceeds
resulting from the public offering and any future public offering. Any statement in this
announcement that expresses or implies Exxaro's intentions, beliefs, expectations or
predictions (and the assumptions underlying them) is a forward-looking statement.
Forward-looking statements involve inherent risks, uncertainties and assumptions that
may be beyond Exxaro's control. If such risks or uncertainties materialise or such
assumptions prove incorrect, actual results or actions could differ materially from those
expressed or implied by such forward-looking statements and assumptions. The
forward-looking statements contained in this Category 2 transaction announcement are
made as at the date hereof, and Exxaro expressly disclaims any obligation to update or
correct any forward-looking statements made herein due to the occurrence of events
after the issuance of this Category 2 transaction announcement.

Enquiries
Mzila Mthenjane
Executive Head: Stakeholder Affairs
Tel: +27 12 307 4481
Mobile: +27 83 417 6375
Email: mzila.mthenjane@exxaro.com

JSE sponsor to Exxaro:
Absa Bank Limited (acting through its corporate and investment banking division).

Date: 11/10/2017 07:05:00 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.

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