Pandora Joint Venture

In July 2002, prior to the promulgation of the Mining Charter, Anglo American Platinum Corporation Limited ("Anglo Platinum") offered Northam a 5% interest in the proposed Pandora Joint Venture ("Pandora") between Anglo Platinum and Lonmin"s Eastern Platinum Limited ("Eastern Platinum"). The Bapo Ba Mogale was offered a 5% interest in Pandora by Eastern Platinum to take the total participation by Historically Disadvantaged South Africans ("HDSA"s") in Pandora to 10%.

This offer was accepted and a Joint Venture Agreement was concluded which was contingent upon the approval of the regulatory authorities and more particularly the Department of Minerals and Energy ("DME").

The DME subsequently required that the total HDSA participation in Pandora should be increased from 10% to 15%. The DME also indicated that it was of the view that Northam would not be recognised as an HDSA controlled company for the purposes of the Minerals and Petroleum Resources Development Act as less than the minimum required percentage of the company"s issued shares was held by HDSA entities. Mvelaphanda Resources Limited ("Mvela Resources"), a recognised HDSA entity and one of Northam"s major shareholders, currently holds 22.3% of Northam"s issued shares.

To meet the DME"s requirements, Anglo Platinum accepted a proposal by the company and Mvela Resources that the Joint Venture Agreement be amended, so as to vest in Mvela Resources, a 7,5% interest in Pandora on terms to be agreed. This arrangement is subject to the condition that as soon as the HDSA stake in Northam is in compliance with the requirements of the DME, Mvela Resources will redeploy the 7.5% interest in Pandora at cost to Northam or to Northam"s nominee.

Barnard Jacobs Mellet Corporate Finance (Pty) Limited