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

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