Northam acquires the Everest Mine and related assets

1. Introduction

Northam is pleased to announce that it entered into a sale of assets agreement (“Purchase Agreement”) with Aquarius Platinum (South Africa) (Pty) Ltd (“AQPSA”) on 9 February 2015 in terms of which Northam will acquire the Everest Mining Assets and Everest Mining Right (as defined below), for a total cash purchase consideration of R450 million (“Transaction”).

Paul Dunne, CEO of Northam, says, “the consolidation of Everest provides an excellent platform for Northam to develop the Booysendal Central and Booysendal South orebodies, market conditions permitting. These assets are an ideal geographical and operational fit for Northam’s Booysendal Division. Northam is confident that this transaction will add significant shareholder value, unlocking a resource of approximately 60 million PGM ounces in an extremely capital efficient manner.”

The Transaction is subject to the fulfilment of certain conditions precedent as more fully set out in paragraph 4 below and will be implemented as follows:

  • In terms of the first part of the Transaction, Northam will acquire the mine known as the Everest platinum mine (“Everest Mine”), the related mining and processing infrastructure (including the concentrator plant and the chrome plant) and all moveable and immovable property associated with the Everest Mine (collectively, the “Everest Mining Assets”) for a cash purchase consideration of R400 million (“Part A Sale”).
  • In terms of the second part of the Transaction, Northam will acquire the new order mining right in respect of the Everest Mine (“Everest Mining Right”) for a cash purchase consideration of R50 million (“Part B Sale”).

The Part A Sale will be implemented on 26 June 2015, subject to the fulfilment of the Part A Conditions Precedent set out in paragraph 4.1 below. The Part B Sale will be implemented upon fulfilment of the Part B Conditions Precedent set out in paragraph 4.2 below.

2. Background information on the Everest Mining Assets

The Everest Mining Assets are located adjacent to Northam’s Booysendal resource, on the southern portion of the eastern limb of the Bushveld Complex near the town of Mashishing, in the province of Mpumalanga. AQPSA placed the Everest Mine on care and maintenance in June 2012 in view of prevailing adverse market conditions.

The Everest Mining Assets comprise, inter alia, a concentrator plant with a nameplate throughput capacity of 250 000 tonnes per month; a chrome spiral recovery plant; a tailings dam and three decline shaft systems situated on the Everest mining area. A portion of the land comprising the Everest mining area and forming part of the Everest Mining Assets is owned by AQPSA. The balance of the land comprising the Everest mining area is leased from the Bakone Ba Phetla Communal Property Association (“Community”) (“Existing Lease”). Pursuant to the Transaction, Northam will seek to enter into a new lease agreement with the Community (“New Lease”).

3. Rationale

The location of the Everest Mining Assets presents an ideal opportunity for Northam to unlock value at the Booysendal Central and Booysendal South orebodies in a capital efficient manner, once market conditions improve.

4. Conditions precedent

4.1.The Part A Sale is subject to the fulfilment of the following conditions precedent (collectively, the “Part A Conditions Precedent”):

  • termination of the Existing Lease and conclusion of the New Lease, which condition may be waived at Northam’s election; and
  • approval of the Transaction by the Competition Authorities (“Competition Approval”).

4.2. The Part B Sale is subject to the fulfilment of the following conditions precedent (collectively, the “Part B Conditions Precedent”):

  • consent by the Minister of Mineral Resources for AQPSA to transfer the Everest Mining Right to Northam in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002; and
  • fulfilment or waiver of the Part A Conditions Precedent.

5. Interim contract mining arrangement

In addition to the Purchase Agreement, Northam has concluded a contract mining and mine management agreement with AQPSA in terms of which Northam will have the right to, on behalf of AQPSA, mine platinum group metals at the Everest Mine during the interim period between receipt of Competition Approval and closing of the Part B Sale. Northam will also assume responsibility for care and maintenance of the Everest Mining Assets from the date of receiving Competition Approval.

6. Categorisation

The Transaction falls below the threshold for categorisation in terms of the JSE Limited Listings Requirements and does not require Shareholder approval.

Johannesburg
10 February 2015

Corporate Advisor and Sponsor: One Capital
Attorneys: Cliffe Dekker Hofmeyr Incorporated