Northam disposes of its 7.5% interest in the Pandora Joint Venture

1. Introduction

Northam is pleased to announce that Mvelaphanda Resources Proprietary Limited (“Mvelaphanda”), a wholly-owned subsidiary of Northam, entered into a sale of participation interest agreement with Eastern Platinum Limited (“EPL”), a subsidiary of Lonmin Plc (“Lonmin”) on 13 May 2017 (“Agreement”). In terms of the Agreement Northam, through Mvelaphanda, will dispose of its 7.5% interest in the Pandora joint venture (“Pandora JV”) to EPL (“Transaction”). The consideration payable to Northam under the Transaction amounts to (i) R45,565,000 plus (ii) the amount of any cash calls paid by Northam to the Pandora JV during the period 1 January 2017 to completion of the Transaction, provided that such cash calls do not exceed an amount  of R50,000,000, (“Disposal Consideration”).

The Disposal Consideration will be settled on fulfilment of the Transaction conditions precedent referred to in paragraph 3 below.

2. Background information and rationale

The Pandora JV is managed by Lonmin and is currently held 50% by Lonmin, through EPL, 42.5% by Anglo American Platinum Limited, through Rustenburg Platinum Limited, and 7.5% by Northam, through Mvelaphanda. Northam does not consider its minority interest in the Pandora JV as being core to its business.

3. Conditions precedent

The Transaction is subject to, inter alia, all necessary regulatory approvals being obtained, including consent from the Minister of Mineral Resources in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002, and approval from Lonmin’s lending banks.

4. Categorisation

The Transaction falls below the threshold for categorisation in terms of the JSE Limited Listings Requirements and this announcement is provided for information purposes only.

15 May 2017

Corporate Advisor, Sponsor and Debt Sponsor
One Capital 

Cliffe Dekker Hofmeyr Inc.