Announcements 2011

1. This is a notice pursuant to section 45(5) of the Companies Act.
2. On 18 August 2011, Northam shareholders approved a special resolution pursuant to section 45 of the Companies Act authorising the board of directors (“the board”) to provide direct and indirect financial assistance to a related or interrelated company.
3. Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders, amongst others, of the adoption of a board resolution to provide financial assistance if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company’s net worth at the time of the resolution.
4. The Board has adopted the following resolutions -
   • an undertaking in favour of Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden NV (“FMO”) and Norplats Properties (Proprietary) Limited (“Norplats Props”), a subsidiary of Northam, in terms of which the company has undertaken to provide sufficient funding of up to R80 million (eighty million rand) to Norplats Props to enable it to fulfil its obligations to FMO in terms of the Mojuteng Housing Project; and
   • to provide financial assistance of up to R 1 billion (one billion rand) for a (five) year senior unsecured revolving credit facility to be provided by Nedbank Limited to Khumama Platinum (Proprietary) Limited and Micawber 278 (Proprietary) Limited, both subsidiaries of Northam.
5. The facilities referred to in paragraph 4 will further strengthen Northam’s balance sheet and support its key strategic initiatives, which include the provision of housing for its Zondereinde mine employees (Mojuteng Housing Project) and the development of its Booysendal mine.
6. This notice is provided because the value of the financial assistance referred to in paragraph 4 exceeds the threshold stated in paragraph 3.

For and on behalf of the board
This is a notice required in terms of the Companies Act.

Johannesburg
6 December 2011

Shareholders are advised that Northam has entered into a facility agreement with Nedbank Limited, acting through its Nedbank Corporate and Nedbank Capital divisions, regarding a R1.0 billion 5-year revolving credit facility.

The raising of the Facility is in line with Northam’s previously stated funding strategy and will further strengthen Northam’s balance sheet and support the Group’s key strategic initiatives, specifically the development of its Booysendal mine (“Booysendal”) situated on the eastern limb of the Bushveld Complex.

Together with Northam’s existing cash reserves of approximately ZAR1.7 billion (as at 30 June 2011) and ZAR1.2 billion from the proposed sale of the southern portion of Booysendal, the Facility provides Northam additional financial flexibility and will ensure the Group is fully funded in the medium-term to pursue its strategic priorities.

The salient terms of the Facility are as follows:

1. (five) year senior unsecured revolving credit facility;
2. Facility limit of R1.0 billion;
3. Available to be utilised by way of periodic drawdown requests until the earlier of 1 (one) month prior to final maturity and cancellation of the agreement;
4. Voluntary prepayment and redraw permitted; and
5. Other terms, conditions and covenants typical for a facility of this nature.

Johannesburg
14 November 2011

Financial and debt advisor to Northam
Deutsche Bank

Mandated arranger, original lender and facility agent
Nedbank Corporate
Nedbank Capital

Legal advisor to Northam
Werksmans Attorneys

Legal advisor to Nedbank
Bowman Gilfillan

Sponsor
One Capital

The management of the Zondereinde division of Northam Platinum Limited regrets to advise that the company’s attempts to resolve the deadlock with the National Union of Mineworkers (NUM) and Solidarity with regard to the annual wage negotiations have been unsuccessful.

Northam financial director Ayanda Khumalo said today that the union had, to date, refused to consider the company’s financial position, had delayed the negotiations to this late stage of the year, and was being completely unrealistic in declining to shift from its demand for an increase which aggregates 27.9% for the semi-skilled category 2 to 8 employees.

“This is obviously unaffordable for Northam, given the continued volatility in the global economic environment and is exacerbated by the complex geological and mining difficulties which Zondereinde is grappling with. The operation’s very sustainability is at stake.”

Annual wage negotiations had been delayed at Zondereinde owing to the NUM purporting to represent a band of skilled employees (Category 9 and 10) ordinarily represented by Solidarity. Once agreement had been reached between the two unions on their joint representation, the wage negotiations started on 27 September 2011 followed by a further meeting on 13 October, when the company raised its two-year offer to 6.6% for year 1, and 6.8% for year 2. This was in response to the union’s demand for a 12% wage increase and a living out allowance increase of 58%.

Negotiations with NUM for the remaining semi-skilled employees in categories 2 to 8 were derailed at the first meeting on 12 October. The union’s demands at this meeting amounted to:

• An overall wage increase of 20%
• A 94% increase in the living out allowance
• A 483% increase in the allowance payable to hostel residents.

The company remains eager to resolve the current impasse without having to resolve to third party intervention.

Issued by Russell & Associates
Tel: +27 11 880 3924

Queries:

Marion Brower
Russell & Associates
+27 11 880-3924/082 895 0698

Ayanda Khumalo
+27 11 759 6000/072 331 5615

Marco van der Linde
+27 14 784 3000/083 640 5082

The management of the Zondereinde division of Northam Platinum Limited advises that the annual wage negotiations with employee representative unions Solidarity and the National Union of Mineworkers (NUM) continued yesterday, 12 October and today, Thursday 13 October 2011.

These discussions were derailed when both the NUM and Solidarity formally declared disputes with regard to the negotiations for both semi-skilled (category 2 to 8) and skilled employee (category 9 and 10) bargaining units.

In the case of the semi-skilled (Category 2-8) employees , this dispute was declared after only one meeting, where the company tabled a 5.8% opening offer.

The NUM’s demands amount to the following:

• An overall wage increase of 20%
• A 94% increase in the living out allowance
• A 483% increase in the allowance payable to hostel residents.

In the skilled employee category, the company’s offer for a two-year agreement stands at a 6.6% wage increase for year 1, and 6.8% for year 2. This is in response to the union’s demand for a 12% wage increase and a living out allowance increase of 58%.

Zondereinde general manager Danny Gonsalves said today, “ This is a disappointing outcome for everyone concerned. We would really not have expected a dispute after such a limited engagement process.”

Nevertheless management remains committed to a fair and equitable resolution to the 2011 wage discussions.The internal dispute procedures contained in the collective bargaining agreement will be utilised to try to resolve the issues before external third party intervention is sought.

Issued by Russell & Associates
Tel: +27 11 880 3924

Queries:
Marion Brower
Russell & Associates
+27 11 880-3924/082 895 0698

Ayanda Khumalo
+27 11 759 6000/072 331 5615

Marco van der Linde
+27 14 784 3000/083 640 5082

Further to the notice of meeting to Northam shareholders ("shareholders") dated 13 July 2011, shareholders are advised that the ordinary and special resolutions contained therein and tabled for voting, were passed by the requisite majority of shareholders present or represented by proxy, without modification.

Johannesburg
18 August 2011

Sponsor
One Capital

In terms of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are reasonably certain that the financial results for the current reporting period will differ by more than 20% from those of the previous corresponding period.

Shareholders are advised that both the group’s earnings per share and headline earnings per share for the year ended 30 June 2011 are estimated to be between 80 and 110 cents. This compares with earnings per share of 177.9 cents and headline earnings per share of 177.8 cents reported for the previous comparable period ended 30 June 2010.

The anticipated decline in the group’s earnings per share is a result of both lower PGM sales volumes, due mainly to the six-week strike in the first half of the financial year, and to a lesser extent reflects the marginal increase in the weighted average number of issued shares. The lower sales volumes, approximately 19.8% down on the comparable period, resulted in lower total revenues for the group despite a higher average Rand basket price.

The weighted average number of shares in issue at 30 June 2011 was 363 087 830, compared with 360 291 885 at 30 June 2010.

The preliminary results for the year ended 30 June 2011 will be released on or about 18 August 2011.

The information contained in this announcement has not been reviewed or reported on by the company’s auditors.

Johannesburg
5 August 2011

Sponsor:
One Capital

Notice is hereby given that a general meeting of shareholders of Northam will be held in the Auditorium, hackle Brooke, Corner of Jan Smuts Avenue and Conrad drive, Craighall, Johannesburg on Thursday, 18 August at 09:30.

Notice of general meeting (PDF - 75KB)

Johannesburg, 12 July 2011. The management of the Zondereinde division of Northam Platinum Limited (Northam) confirms that the National Union of Mineworkers (NUM) has declared a dispute with the company.

Management denies that it has refused to bargain with the NUM for those grades where it is representative and has the majority. Management invites the union to honour its agreement and to approach the negotiations without pre-conditions in the bargaining units where they have a majority.

In terms of the existing recognition agreement, which dates back to 2003, NUM requires representivity of 33 ?% in each bargaining unit in order to negotiate on its behalf. This threshold has not been reached in the two additional bargaining units NUM now claims to represent.

Zondereinde management regards this unilateral implementation of a change to the existing agreement between the parties as a fundamental breach of the entire agreement.

Issued by Russell & Associates:
Tel: 011 880 3924

JOHANNESBURG, Monday 13 June 2011 - Northam Platinum Limited (Northam) is pleased to announce the launch of a sponsored level 1 American Depositary Receipt (ADR) programme in the United States of America. One ADR represents one Northam ordinary share.

Northam has appointed The Bank of New York Mellon (BNY Mellon) as the Depositary Bank for this purpose. Glyn Lewis, Northam chief executive said today, "We are delighted to be able to provide our growing US shareholder base with a more visible profile through this programme. This is particularly pleasing in view of recent corporate developments, which have resulted in improved liquidity in the Northam stock, with the free float increasing to 64%."

This programme offers American investors the opportunity to buy Northam Platinum ADRs in dollars and receive dividend payments in dollars.

Note to editors:

Northam is the only integrated mid-tier South African PGM producer, and has control of its entire metal stream from mine to market. The company has a total resource base of some 110Moz (3PGE+Au) held through its wholly-owned Zondereinde platinum mine (which includes an onsite metallurgical complex and smelter) on the upper end of the western limb of the South African Bushveld Complex near the town of Thabazimbi, and the massive resource at the Booysendal platinum project, on the eastern limb. Northam also holds a 50% joint venture stake in the Dwaalkop project with Lonmin plc (Lonmin), along with a 7.5% stake in the Pandora joint venture with Anglo American Platinum Limited (Amplats), Lonmin and the Bapo ba Mogale mining company.

For further information or interviews please contact:

For Northam Platinum:
Marion Brower
Russell & Associates
011 880-3924
marion@rair.co.za

Johannesburg, Friday 3 June 2011. Northam Platinum Limited (JSE:NHM) regrets to announce that an employee at its Zondereinde Division, who was injured while engaged in water jet cleaning operations underground on 27 May 2011, has died.

Investigations into the cause of the incident are under way.

The name of the employee who died will be withheld until next of kin have been informed.

Queries: James Duncan
Russell & Associates
011 880-3924

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.

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 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

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

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.

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

The management of Northam reports, with deep regret, the death of an employee, Mr Antonio Alberto Bila, in a tramming accident some 1480 metres underground yesterday morning, Sunday 9 January 2011 at its Zondereinde mine in Limpopo Province.

Stoping operations at the mine have been suspended pending the conclusion of an internal investigation into the cause of the accident.

Johannesburg
10 January 2011