Announcements 2011

South African tax considerations regarding the distribution of Northam ordinary shares

Allocation of the "tax cost" of the ordinary shares in the capital of Mvela Resources ("Mvela Resources ordinary shares") on the distribution of the Northam shares.


Allocation of the "tax cost" of the ordinary shares in the capital of Mvela Resources ("Mvela Resources ordinary shares") on the distribution of the Northam shares.

The purpose of this announcement is to advise Mvela Resources ordinary shareholders of the closing prices of the Northam shares and the Mvela Resources ordinary shares on 26 April 2011, and of the ratio in which the expenditure incurred in connection with the acquisition of the Mvela Resources ordinary shares, or their valuation date values, as the case may be, must be allocated to the Northam shares and the Mvela Resources ordinary shares (the "allocation ratio").

The distribution of the Northam shares by Mvela Resources on Tuesday, 26 April 2011 was an unbundling transaction as contemplated in section 46 of the Income Tax Act, No. 58 of 1962, as amended. Accordingly all Mvela Resources ordinary shareholders must determine the portion of the expenditure incurred in respect of the Mvela Resources ordinary shares that must be attributed to the Northam distribution shares as follows:

A = B x (C/(C +D))

Where:

  • "A‘ is the expenditure determined which must be allocated to the Northam distribution shares;
  • "B" is the expenditure incurred in relation to the Mvela Resources ordinary shares;
  • "C" is the market value of the Northam distribution shares determined at the close of business after the Northam distribution; and
  • "D" is the market value of Mvela Resources ordinary shares, determined at the close of business after the Northam distribution.

Mvela Resources shareholders are advised that the allocation ratio, based on the relative market values of the Northam shares and the Mvela Resources ordinary shares at the close of business on 26 April 2011, was as follows:

26 April 2011 Closing price (ZAR) Market value (ZAR) Ratio
Northam shares distributed 42.00 7 643 201 202 89.70%
Mvela Resources ordinary shares 4.03 878 060 837 10.30%
Total     100%

6 May 2011
Johannesburg

Proposed sale of Booysendal mineral rights – financial effects

Announcement relating to the proposed sale of the southern portion of the Booysendal mining right to Aquarius Platinum (South Africa) (Proprietary) Limited, a wholly owned subsidiary of Aquarius Platinum limited for R1.2 billion in cash ("The Transaction") and withdrawal of cautionary annnouncement.


Announcement relating to the proposed sale of the southern portion of the Booysendal mining right to Aquarius Platinum (South Africa) (Proprietary) Limited, a wholly owned subsidiary of Aquarius Platinum limited for R1.2 billion in cash ("The Transaction") and withdrawal of cautionary annnouncement.

Northam is pleased to advise of significant progress in finalising funding arrangements to bring the Company's Booysendal project into production by early 2013.

Northam shareholders are referred to the announcement published by the Company on 4 May 2011 (“the Announcement”) which set out details of the Transaction and are advised that unaudited pro forma financial effects of the Transaction (“Financial Effects”) on Northam’s basic earnings per share (“EPS”), headline earnings per share (“HEPS”), fully diluted EPS, fully diluted HEPS, net asset value per share (“NAVPS”) and net tangible asset value per share (“NTAVPS”) are set out below.

Financial effects

The Financial Effects have been prepared in terms of the JSE Limited Listing Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants (“SAICA Guide”).

The Financial Effects have been prepared to illustrate the impact of the Transaction on Northam’s published reviewed results for the six months ended 31 December 2010, as published on 23 February 2011 (“Interim Results”), had the Transaction occurred on 1 July 2010 for consolidated statement of comprehensive income purposes, and on 31 December 2010, for consolidated statement of financial position purposes.

It should be noted that the Financial Effects do not take into account the pro forma financial effects of the related party acquisition by Northam of all the issued ordinary shares in Mvelaphanda Resources Limited (“Mvela”), details of which were set out in the circular to Northam shareholders dated 18 February 2011 (“the Mvela Transaction”). The Mvela Transaction was approved by Northam shareholders on 14 March 2011 and will be effected by way of a scheme of arrangement (“the Scheme”). The Scheme will become operative on Monday, 6 June 2011.

The Financial Effects have been prepared using accounting policies that comply with IFRS and are consistent with those applied in the Interim Results.

The Financial Effects are the responsibility of Northam’s directors and have been prepared for illustrative purposes only and, due to their nature, do not fairly present the financial position, results of operation or cash flows of Northam after the Transaction.

  Before the Transaction After the Transaction Change %
EPS (cents) 21.0 25.9 23.3
Fully diluted EPS 20.9 25.8 23.4
HEPS (cents) 21.0 20.9 (0.5)
Fully diluted HEPS 20.9 20.8 (0.5)
NAVPS (cents) 2 461 2 466 0.2
NTAVPS (cents) 893 1 225 37.2
Number of ordinary shares in issue at 31 December 2010 361 258 500 361 258 500 --
Weighted average number of shares in issue  for the period ended 31 December 2010 360 747 809 360 747 809 --
Fully diluted number of shares in issue for the period ended 31 December 2010 362 498 431 362 498 431 --

Notes:

The “Before the Transaction” column information has been extracted, without adjustment, from the Interim Results.

The “After the Transaction” column is based on the “Before the Transaction” column and after the following principal assumptions:

  1. EPS,HEPS, fully diluted EPS and fully diluted HEPS
    1. the Southern portion of Booysendal is sold for an amount of R1.2 billion, net of value added tax and tax charges arising from the disposal.
    2. a gain on the disposal of the Southern portion of Booysendal amounting to R19.7 million is recorded.
    3. no adjustment for interest accruing on the cash consideration of R1.2 billion has been made, in line with the SAICA Guide.
    4. estimated costs relating to the Transaction of R508 000 have been taken into account.
    5. the fully diluted EPS and HEPS are based on the weighted number of shares in issue during the period plus the weighted average number of Northam Share Option Scheme options outstanding during the period.
  2. NAVPS and NTAVPS
    1. accounted for the cash received of R1.2 billion and accounted for a reduction of R1.18 billion in the value of the mining properties and mineral resources and the resultant gain on disposal of the Southern portion of Booysendal, amounting to R19.7 million.
    2. accounted for the estimated costs applicable to the Transaction of R508 000.

Withdrawal of cautionary announcement

Further to the publication of the Financial Effects, the cautionary statement as set out in the Announcement is hereby withdrawn.

6 May 2011
Johannesburg

Sponsor
One Capital

Finalisation information and revised salient dates and times

Finalisation information and revised salient dates and times in respect of the proposed distribution of 181 980 981 Northam ordinary shares to Mvela Resources ordinary shareholders (“Northam distribution”), the proposed specific repurchase of 35 000 000 Mvela Resources ‘a’ ordinary shares (“the repurchase”) and the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources (“the scheme”) after the implementation of the Northam distribution and the repurchase (“the proposed transactions”)


Finalisation information and revised salient dates and times in respect of the proposed distribution of 181 980 981 northam ordinary shares to Mvela Resources ordinary shareholders (“Northam distribution”), the proposed specific repurchase of 35 000 000 Mvela Resources ‘a’ ordinary shares (“the repurchase”) and the proposed acquisition by northam of the entire issued ordinary share capital of Mvela Resources (“the scheme”) after the implementation of the northam distribution and the repurchase (“the proposed transactions”)

Further to the announcement of 29 March 2011 regarding the proposed transactions, the Registrar of Companies has registered the following in terms of the Companies Act, 1973 (as amended):

  • the special resolutions to give effect to the Northam distribution and the repurchase; and
  • the order of the Court sanctioning the scheme.

Accordingly all of the conditions precedent to the Northam distribution have now been fulfilled and the Northam distribution can now be implemented. Save for the implementation of the Northam distribution, all of the conditions precedent to the scheme have also been fulfilled. The salient dates and times for the implementation of the Northam distribution and the scheme are revised as set out below.

The Revised Salient Dates and Times

(words and expressions in the revised salient dates and times below shall have the same meanings as assigned to them in the circular to Mvela Resources shareholders, dated 18 February 2011)

The expected salient dates of the Northam distribution:

2011

Thursday, 14 April
Last day to trade in Mvela Resources ordinary shares on the JSE Exchange in order to participate in the Northam distribution
Friday, 15 April
Mvela Resources ordinary shares trade “ex” the entitlement to the Northam distribution shares from commencement of business on
Friday, 15 April
Trade in the Northam distribution shares commences
Thursday, 21 April
Northam distribution participation record date at close of business
Tuesday, 26 April
Northam distribution implementation date
Tuesday, 26 April
Date on which participating dematerialised ordinary shareholders will have their accounts at their participant or broker updated with the Northam distribution shares on
Tuesday, 26 April
Date on which share certificates in respect of the Northam distribution shares will be posted, by registered post, at the risk of the participating certificated ordinary shareholders concerned, to participating certificated ordinary shareholders on on or about
Dates pertinent to the scheme and the delisting of Mvela Resources ordinary shares:

2011

Friday, 27 May
Last day to trade in Mvela Resources ordinary shares on the JSE Exchange in order to be recorded in the Mvela Resources register on the scheme consideration record date
Monday, 30 May
Date of suspension of listing of Mvela Resources ordinary shares on the JSE Exchange at commencement of trading on
Monday, 30 May
Date on which trade in the scheme consideration shares commences
Friday, 3 June
Scheme consideration record date, at close of business on
Monday, 6 June
Operative date of the scheme
Monday, 6 June
Date on which dematerialised scheme participants will have their accounts at their participant or broker updated with the scheme consideration
Monday, 6 June
Date on which share certificates in respect of the scheme consideration will be posted, by registered post, at the risk of the certificated scheme participants, to certificated scheme participants(see notes 2 and 3 below)
Monday, 6 June
Date of termination of listing of Mvela Resources ordinary shares on the JSE Exchange at the commencement of trading on

Notes:

  1. All times given in this announcement are local times in South Africa.
  2. If certificated scheme participants surrender their documents of title (together with the duly completed form of surrender and transfer) after 12:00 on the date on which the scheme consideration record date falls, the share certificate in respect of the scheme consideration will be posted to them by the transfer secretaries within 5 business days of receipt of the documents of title and duly completed form of surrender and transfer.
  3. Mvela Resources ordinary shares may not be dematerialised or remateri alised between Friday 15 April 2011 and Thursday 21 April 2011 both days inclusive and after Friday, 27 May 2011.

7 April 2011
Johannesburg

Financial adviser and sponsor to Mvela Resources
J.P. Morgan

Financial adviser to Northam
Deutsche Bank

Sponsor to Northam
One Capital

Independent adviser to Mvela Resources and Northam
One Capital

Attorneys to Mvela Resources
Bowman Gilfillan Inc.

Attorneys to Northam
Werksmans

Independent reporting accountants to Mvela Resources
PricewaterhouseCoopers Inc.

Independent reporting accountants to Northam
Ernst & Young Inc.

Finalisation information and revised salient dates and times

Finalisation information and revised salient dates and times in respect of the proposed distribution of 181 980 981 Northam ordinary shares to Mvela Resources ordinary shareholders ("Northam distribution"), the proposed specific repurchase of 35 000 000 Mvela Resources ‘a’ ordinary shares ("the repurchase") and the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources ("the scheme") after the implementation of the Northam distribution and the repurchase ("the proposed transactions")


Finalisation information and revised salient dates and times in respect of the proposed distribution of 181 980 981 Northam ordinary shares to Mvela Resources ordinary shareholders ("Northam distribution"), the proposed specific repurchase of 35 000 000 Mvela Resources ‘a’ ordinary shares ("the repurchase") and the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources ("the scheme") after the implementation of the Northam distribution and the repurchase ("the proposed transactions")

Final Northam distribution ratio and scheme consideration

Further to the announcement released on SENS this morning, we wish to advise that:

  • The distribution ratio for the proposed distribution of the 181 980 981 Northam ordinary shares is 83.5230 Northam shares to be distributed to participating Mvela Resources ordinary shareholders for every 100 Mvela Resources ordinary shares held on the Northam distribution participation record date
  • Mvela Resources ordinary shareholders will receive 0.09598 Northam shares for every 1 Mvela Resources ordinary share held on the scheme consideration record date.

7 April 2011
Johannesburg

Sponsor to Mvela Resources
J.P. Morgan

Sponsor to Northam
One Capital

Joint announcement regarding the proposed distribution Mvelaphanda Resources Limited

Announcement regarding the proposed distribution of 181 980 981 Northam ordinary shares to Mvela Resources ordinary shareholders ("Northam distribution"), the proposed specific repurchase of 35 000 000 Mvela Resources ‘A’ ordinary shares("Afripalm repurchase")and the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources after the Northam distribution and Afripalm repurchase ("scheme of arrangement") sanctioning of the scheme of arrangement and competition approval


Announcement regarding the proposed distribution of 181 980 981 Northam ordinary shares to Mvela Resources ordinary shareholders ("Northam distribution"), the proposed specific repurchase of 35 000 000 Mvela Resources ‘A’ ordinary shares("Afripalm repurchase")and the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources after the Northam distribution and Afripalm repurchase ("scheme of arrangement") sanctioning of the scheme of arrangement and competition approval

Mvela Resources and Northam are pleased to announce that the South Gauteng High Court, Johannesburg ("the Court") sanctioned the scheme of arrangement at a hearing earlier today, 29 March 2011. A certified copy of the order of the Court sanctioning the scheme of arrangement will shortly be lodged, for registration,with the Registrar of Companies in terms of the Companies Act No. 61 of 1973, as amended.

The Competition Tribunal has unconditionally approved the implementation of the scheme of arrangement, in terms of section 16(2)(a) of the Competition Act No.89 of 1998, as amended.

Save for the registration of:

  • the special resolutions to give effect to the Northam distribution and the Afripalm repurchase; and the order of the Court,
  • all of the conditions precedent to the Northam distribution have been fulfilled.

Save for the registrations referred to in the previous paragraph and the implementation of the Northam distribution, all of the conditions precedent to the scheme of arrangement have been fulfilled.

A further announcement regarding:

  • the fulfillment of the outstanding conditions precedent for the Northam distribution and the scheme of arrangement; and
  • the revised salient dates for the implementation of the Northam distribution and the scheme of arrangement, will be published in due course.

29 March 2011
Johannesburg

Financial adviser and sponsor to Mvela Resources
J.P. Morgan

Financial adviser to Northam
Deutsche Bank

Sponsor to Northam
One Capital

Attorneys to Mvela Resources
Bowman Gilfillan Inc.

Attorneys to Northam
Werksmans

Results of General Meeting

Northam shareholders are referred to the announcement published by the company on SENS on Friday, 18 February 2011 regarding the notice of general meeting which general meeting was held today.


Northam shareholders are referred to the announcement published by the company on SENS on Friday, 18 February 2011 regarding the notice of general meeting which general meeting was held today. Shareholders are advised that all the ordinary resolutions tabled at the general meeting, which were necessary to implement the acquisition by Northam of the entire issued share capital of Mvelaphanda Resources Limited (Mvela Resources) by way of a scheme of arrangement (scheme), were approved by the requisite majority of shareholders present, or represented by proxy, thereat.

Shareholders are also referred to the announcement published by Mvela Resources on SENS today, and are advised that all the resolutions tabled today at the general meeting and scheme meeting of Mvela Resources shareholders regarding the scheme were approved by the requisite majority of votes.

Johannesburg
14 March 2011

Northam results skewed by work stoppages

Northam Platinum Limited has released results for the six months ended 31 December 2010.


Northam Platinum Limited (Northam) today issued results for the six months ended 31 December 2010, the first half of the 2011 financial year.

Key features

  • Strike impacts production performance negatively
  • Higher basket price environment
  • 65% drop in earnings
  • Cash balance of R967.9 million maintained year on year
  • Dividend reduced to 5 cps (4 times cover)
  • Solid progress at Booysendal

Northam chief executive Glyn Lewis said today, "the story of H1 is largely about a disappointing operational result at Zondereinde. As I have cautioned in the past, given the difficulties associated with accessing available reserves following the loss of mining face on the eastern side of the mine, and the pressure of maintaining a balance between the Merensky and UG2 material, this was always going to be a challenging time operationally. This was further aggravated by the protracted strike, the slow start-up post the strike, and safety stoppages, resulting in a loss of 31% of available production time.

"At Booysendal solid progress continues on site; with all mining licences having been received and executed, any project risk associated with regulatory permitting is now significantly reduced. Furthermore, the cash injection of R650 million which will come into Northam post the Mvela unbundling and Northam’s proposed acquisition of Mvela’s rump, will boost the cash component of the Booysendal funding mix, the finalisation of which is gaining momentum," added Lewis.

Zondereinde mine – operational results

Tonnages milled were significantly lower at 693 460 tonnes. The challenging operational environment also affected the head grades on both the Merensky and UG2 reef, resulting in a drop in the combined grade to 5.1g/t (H1 F2010: 5.2g/t). In line with the 31% fewer shifts, total PGM production declined by 33% to 3 629kg. An increase of 6.8% in purchased concentrates, along with a drawdown in inventory, helped to stem the decline in sales volumes by a lesser margin (23.7%) to 4 682kg.

The cost performance in the period was largely skewed by the lower volumes: in total, operating costs year on year were 3.3% lower, while unit cash costs were 42.6% higher at R279 936/kg. Although costs will continue to be under pressure owing to the increases in mining input costs, these are likely to resume at more normalized levels once production is fully back on track.

Expansion project – Booysendal

Good progress continues at Booysendal. The early works programme activities are now largely completed. This includes procurement of long-lead items, construction of the on-reef boxcut, off-site establishment of recruitment and training facilities, safe access roads and the installation of temporary power and water supplies. Capital expenditure on the project to date is R378 million. Bulk earthworks for surface infrastructure has started. Capex for the full financial year is estimated at R747 million, to be funded from internal resources.

Apart from the water use licence, all the required mining licences and environmental permits for Booysendal have been received. There are positive indications that the water use licence is likely to be issued reasonably soon.

Looking ahead

Operationally the problems associated with mining the Merenksy reef at Zondereinde are unlikely to abate in the short term. "The turnaround should start manifesting, albeit slowly, during the next financial year, as we establish additional stoping areas in the upper and central western portions of the mine and as the decline development starts contributing to production. However," concluded Lewis, "it will probably be at least another 18 months before we are out of the woods." Booysendal is moving into the crucial construction phase with the appointment of a mining contractor finalized and the development of the decline system about to commence. Bulk earthworks for the on-site concentrator and other mine infrastructure have also started.

Overall, production is anticipated to fall significantly short of the 300 000oz (3PGM+Au) level for the full financial year. In the medium term though, as Zondereinde starts recovering from its operational difficulties, Northam should be well positioned to take advantage of the continuing improvement in global economic conditions.

In the longer term, the growth opportunity which Booysendal presents will also add a critical element of geographic diversification, thereby reducing the risk associated with operating a single mining asset.

Distributed by:
Russell and Associates
+27 11 880 3924

Posting of circular and notice of general meeting

Regarding the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources, shareholders are hereby advised that a circular containing details of the transaction and incorporating a notice of general meeting was posted to shareholders today

Circular to Northam shareholders (PDF - 250KB)

Circular to Mvela shareholders (PDF - 532KB)



  1. INTRODUCTION

    Northam shareholders (“shareholders”) are referred to the joint announcement published by Northam and Mvelaphanda Resources Limited (“Mvela Resources”) on SENS and in the press on 8 February 2011 and 9 February 2011, respectively, regarding the proposed acquisition by Northam of the entire issued ordinary share capital of Mvela Resources by means of a scheme of arrangement in terms of section 311 of the Companies Act, No. 61 of 1973, whereafter, if successful, Northam will own the entire issued share capital of Mvela Resources (“the transaction”).

    The transaction is classified as a related party transaction in accordance with the JSE Limited Listings Requirements and shareholders are hereby advised that a circular containing details of the transaction and incorporating a notice of general meeting (“the circular”) was posted to shareholders today.

    Circular to Northam shareholders (PDF - 250KB)

    Circular to Mvela shareholders (PDF - 532KB)

  2. NOTICE OF GENERAL MEETING

    A general meeting of shareholders (“general meeting”) will be held at 10h00 on Monday, 14 March 2011 in Room U2, Hackle Brooke, 110 Conrad Drive, corner of Jan Smuts Avenue and Conrad Drive, Craighall Park, Johannesburg for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out in the notice of general meeting included in the circular.

  3. SALIENT DATES AND TIMES

    The salient dates and times relating to the general meeting are set out below:

      2011
    Last day to lodge forms of proxy in respect of the general meeting by 10h00 Thursday, 10 March
    General meeting at 10h00 Monday, 14 March
    Results of the general meeting released on SENS Monday, 14 March
    Results of the general meeting published in the press Tuesday, 15 March
    Expected operative date of the scheme Monday, 16 May
    Notes:
    1. These dates and times are subject to change. Any such change will be published on SENS and in the press. Any reference to time is a reference to South African time.
    2. If the general meeting is adjourned or postponed, forms of proxy must be received by no later than 48 hours prior to the time of the adjourned or postponed general meeting, provided that, for the purpose of calculating the latest time by which forms of proxy must be received, Saturdays, Sundays and gazetted public holidays in South Africa will be excluded.

Johannesburg
18 February 2011

Sponsor and independent professional expert
One Capital

Financial advisor
Deutsche Bank

Attorneys
Werksmans

Independent reporting accountants
Ernst & Young Inc.

Revised salient dates and times

Further to the announcement of 8 February 2011 regarding the proposed transactions, Mvela Resources wishes to advise that the salient dates and times therein have been revised.

Revised salient dates and times. (PDF - 87KB)


Further to the announcement of 8 February 2011 regarding the proposed transactions, Mvela Resources wishes to advise that the salient dates and times therein have been revised.

Revised salient dates and times. (PDF - 87KB)

Northam to gain cash injection, PGM resources post Mvela unbundling

Northam announced today its firm intention to make an all share offer to acquire the entire issued ordinary share capital of its major shareholder Mvelaphanda Resources Limited (Mvela Resources) after the distribution by Mvela Resources of its 50.4% shareholding in Northam to its shareholders. This development follows the finalisation of Mvela Resources’ unbundling strategy.

Joint announcement regarding the distribution of 181 980 181 Northam ordinary shares to Mvela Resources ordinary shareholders, the specific repurchase of 35 000 000 Mvela Resources ‘A’ ordinary shares and the purchase by Northam of the entire issued share capital of Mvela Rresources post the distribution and repurchase (PDF - 75KB)


Northam Platinum Limited (Northam) announced today its firm intention to make an all share offer to acquire the entire issued ordinary share capital of its major shareholder Mvelaphanda Resources Limited (Mvela Resources) after the distribution by Mvela Resources of its 50.4% shareholding in Northam to its shareholders. This development follows the finalisation of Mvela Resources’ unbundling strategy.

In terms of the offer, Northam will issue 9.5980 new Northam ordinary shares to Mvela Resources shareholders for every 100 Mvela Resources ordinary shares in issue, equivalent to 20.9 million new Northam ordinary shares. The offer is based on a Northam share price of R47.00 and will result in an aggregate offer consideration for the entire issued ordinary share capital of Mvela Resources of R982.8 million. Mvela Resources, which will become a wholly-owned subsidiary of Northam, will be delisted from the JSE post the implementation of the offer by Northam.

As a result of the offer, Northam will acquire Mvela Resources’ remaining assets, which will comprise:

  • net cash of not less than R650 million;
  • a 50% interest in the Dwaalkop Platinum Project, a joint venture with Western Platinum Limited, a subsidiary of Lonmin Plc;
  • a 20.3% interest in Trans Hex, a diamond producing and marketing company listed on the JSE; and
  • an initial participatory interest of 51% in the Kokerboom exploration project (a greenfields iron oxide copper gold and massive sulphide exploration project ).

The benefits to Northam and its shareholders include:

  • securing R650 million of additional cash funds without incurring the cost or potential dilution of a capital raising, thus allowing Northam to further strengthen its balance sheet in anticipation of its existing, and future capital expenditure requirements, specifically the development of Booysendal.
  • acquiring additional resources through another attractive PGM development opportunity (the Dwaalkop JV).
  • a significantly enlarged free float (increasing from 35% currently to approximately 64%)adding to Northam’s investment appeal amongst both local and international investors.
  • potential for further future earnings uplift emanating from the application of the new shareholder funds.

Commenting on the transaction, Northam chief executive Glyn Lewis said, “The intended acquisition of Mvela Resources provides us with a unique combination of a significant capital raising opportunity and a brownfields PGM project acquisition, without compromising our black economic empowerment status. Post the conclusion of this transaction Northam’s resource base will be around the 140 million ounce (3PGE+Au) level, a step change from the 18 million ounces we could report only two years ago.”

The offer, which is subject to the fulfilment of certain conditions precedent, will be implemented by way of a scheme of arrangement, requiring the approval of three fourths of Mvela Resources’ shareholders either present or voting by proxy at the scheme meeting. The offer is being recommended to Mvela Resources shareholders by the Mvela Resources’ board

The salient dates with regard to both Mvela Resources’ distribution of its shares in Northam and the proposed offer by Northam for Mvela Resources’ share capital are available on this website.

The transactions remain subject to a number of conditions precedent.

For further information contact:

Russell & Associates
Marion Brower,
Tel: 011 880 3924

Note to editors:

The Dwaalkop Platinum Project hosts a PGM resource of some 17 million ounces PGE (4) on the eastern limb of the Bushveld Complex, some 100km north of Northam’s Booysendal Mine. The property abuts Lonmin’s Limpopo operations, is host to both the Merensky and UG2 reefs and has a strike length of approximately 5.5km. Resource estimates amount to some 9.9 million ounces PGE (4) in the indicated class and 17 million ounces PGE (4) if inferred resources are included. With the relatively high sulphide content of Dwaalkop’s UG2 ore, it could prove to be an invaluable constituent of Northam’s smelter feed. A pre-feasibility study has been completed on the project and a mining right application has been submitted which is currently being processed by the DMR.

Trans Hex is a listed diamond exploration, mining and marketing company with producing assets in South Africa and significant growth opportunities at its new Luana project in Angola, which may offer upside in recovering diamond markets.

The Kokerboom joint venture offers early stage earn-in exposure to a greenfields iron oxide copper cold (IOCG) and massive sulphide exploration project in the north western part of the Northern Cape Province.

Johannesburg
13 January 2011