Announcements 2021

Northam secures future concentrate offtake agreement

Northam Holdings is pleased to advise that it has concluded a ten-year agreement for the purchase of platinum group metal (PGM) concentrate with Ivanplats Proprietary Limited (Ivanplats) a subsidiary of Ivanhoe Mines Limited (Ivanhoe).


Johannesburg, Thursday 9 December 2021. Northam Holdings is pleased to advise that it has concluded a ten-year agreement for the purchase of platinum group metal (PGM) concentrate with Ivanplats Proprietary Limited (Ivanplats) a subsidiary of Ivanhoe Mines Limited (Ivanhoe).

In terms of the agreement, Northam will purchase 50% of concentrate, approximating some 20 000 tonnes of PGM concentrate per year, from Ivanplats’ Platreef mine on the northern limb of the Bushveld Complex in South Africa’s Limpopo Province.

Ivanplats has indicated first production from phase 1 of the Platreef project is anticipated in 2024.

Northam Holdings chief executive Paul Dunne said today: “Northam is pleased to have secured significant future offtake of concentrate relating to a very important orebody. The properties of the concentrate are especially favourable to Northam’s operational and processing requirements. Furthermore, the transaction serves to de-risk Northam’s operations from a mine to market perspective, providing additional diversification of supply over a ten-year period, while at the same time leveraging our recently upgraded metallurgical processing facilities.

Enquiries:

R&A Strategic Communications, Johannesburg +27 11 880 3924

Marion Brower: +27 71 493 0387

NOTE TO EDITORS:

The Platreef Project is owned by Ivanplats, which is 64% owned by Ivanhoe Mines. The Platreef Project hosts an underground deposit of thick PGMs, nickel, copper and gold mineralisation on the Northern Limb of the Bushveld Igneous Complex in Limpopo Province, approximately 280 kilometres northeast of Johannesburg and eight kilometres from the town of Mokopane. Source: https://www.ivanhoemines.com/news/2021/platreef-mine-secures-us-200-million-gold-stream-financing-and-additional-us-100-million-palladium-and-platinum-stream

Northam concludes a ten-year offtake agreement with Ivanplats

Northam is pleased to announce that it has concluded a ten-year purchase of platinum group metal (“PGM”) concentrate agreement (“Offtake Agreement”) with Ivanplats Proprietary Limited (“Ivanplats”), a subsidiary of Ivanhoe Mines Limited (“Ivanhoe Mines”), as published on Wednesday, 8 December 2021, on SEDAR (www.sedar.com).


Northam is pleased to announce that it has concluded a ten-year purchase of platinum group metal (“PGM”) concentrate agreement (“Offtake Agreement”) with Ivanplats Proprietary Limited (“Ivanplats”), a subsidiary of Ivanhoe Mines Limited (“Ivanhoe Mines”), as published on Wednesday, 8 December 2021, on SEDAR (www.sedar.com).

In terms of the Offtake Agreement, Northam Platinum will purchase 20 000 tonnes of PGM concentrate per annum (“Offtake Volume”), representing approximately 50% of PGM concentrate to be produced from Phase 1 of the Platreef Project. Ivanplats retains the option to reduce the Offtake Volume by up to a maximum of 5 000 tonnes per annum. Production from the Platreef Project is scheduled to commence in 2024.

Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “Northam is pleased to have secured significant future off-take of metal relating to a very important orebody. The Ivanplats orebody is one of a very few remaining untapped large PGM resources. It is mechanisable and situated in a geographically important area. The metal content is especially favourable to Northam’s operational requirements and will be complementary to our own production profile. The transaction serves to further de-risk Northam’s operations from a mine to market perspective, providing additional diversification of supply over a ten year period, whilst enhancing the flexibility and utilisation of our recently upgraded metallurgical processing facilities.

About the Platreef Project

The Platreef Project is owned by Ivanplats, which is 64% owned by Ivanhoe Mines. The Platreef Project hosts an underground deposit of thick PGMs, nickel, copper and gold mineralisation on the Northern Limb of the Bushveld Igneous Complex in Limpopo Province, approximately 280 kilometres northeast of Johannesburg and eight kilometres from the town of Mokopane. Source: https://www.ivanhoemines.com/news/2021/platreef-mine-secures-us-200-million-gold-stream-financing-and-additional-us-100-million-palladium-and-platinum-stream.

Johannesburg

9 December 2021

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Interest payments notification – NHM012 AND NHM015

Northam bondholders are advised of the following interest payments due on Monday, 13 December 2021:


Northam bondholders are advised of the following interest payments due on Monday, 13 December 2021:

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.425%
Interest Period: 13 September 2021 to 12 December 2021
Interest Amount Due: R37 023.29
Payment Date: 13 December 2021
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 6.975%
Interest Period: 13 September 2021 to 12 December 2021
Interest Amount Due: R8 694 863.01
Payment Date: 13 December 2021
Date Convention: Following Business Day

Johannesburg
8 December 2021

Acquisition of additional shares in RBPlat increasing Northam’s shareholding to 34.95%, finalisation of option and other agreements and further announcements

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published by Northam on SENS on Tuesday, 9 November 2021 (“Transaction Announcement”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published by Northam on SENS on Tuesday, 9 November 2021 (“Transaction Announcement”).

ACQUISITION OF ADDITIONAL RBPLAT SHARES INCREASING NORTHAM’S SHAREHOLDING TO 34.95%

Northam is pleased to announce that, following publication of the Transaction Announcement and, inter alia, following unsolicited offers unilaterally extended by shareholders in RBPlat of all or some of their RBPlat Shares to Northam, Northam has acquired an additional 6 289 174 RBPlat Shares, representing c. 2.19% of the RBPlat Net Shares (“Further Acquisitions”). Following implementation of the Further Acquisitions in accordance with the usual settlement process on the JSE, Northam will hold c. 34.95% of the RBPlat Net Shares. The Further Acquisitions were implemented at a volume weighted average cash consideration of R162.70 per RBPlat Share and at a maximum cash consideration of R165.00 per RBPlat Share. No Northam Holdings Shares have been or will be issued in terms of the Further Acquisitions, i.e. the cash consideration constitutes the full consideration pertaining to the Further Acquisitions.

CONCLUSION OF AN OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT WITH EMI TO POTENTIALLY INCREASE NORTHAM’S SHAREHOLDING UP TO 38.27%

As contemplated in the Transaction Announcement, Northam is pleased to announce that on 3 December 2021, an option and right of first refusal agreement was entered into between Northam, EMI and RBH in terms of which, inter alia:

  • EMI has been granted, for no consideration, a put option to sell 1 891 342 RBPlat Shares, amounting to 0.66% of the RBPlat Net Shares, to Northam (“EMI Put Option”);
  • Northam has been granted, for no consideration, a call option by EMI to acquire 4 472 103 RBPlat Shares, amounting to 1.56% of the RBPlat Net Shares, from EMI (“EMI Call Option”); and
  • Northam has been granted, for no consideration, a right of first refusal to acquire a further 3 367 673 RBPlat Shares (“ROFR Shares”), amounting to 1.17% of the RBPlat Net Shares, from EMI (“ROFR”).

Shareholders are referred to the Transaction Announcement for further information regarding, inter alia, the RBIH Put and Call, including the salient terms of the Put Option, Call Option and the Option Consideration, which salient terms similarly apply to the EMI Put Option and EMI Call Option.

In terms of the ROFR, which remains in effect until 8 November 2024, if EMI wishes to dispose of all or a portion of the ROFR Shares (“ROFR Offer Shares”), it shall not be entitled to do so, nor shall it agree to do so, unless it first offers to sell the ROFR Offer Shares to Northam. The purchase consideration in respect of each ROFR Offer Share shall be determined with reference to the 5 day volume weighted average price of an RBPlat Share on the date on which EMI offers the ROFR Offer Shares to Northam.

Should the RBIH Put and Call, the EMI Put and Call and the ROFR be exercised, in full, Northam will increase its total holding in the RBPlat Net Shares to c. 38.27% in aggregate.

FURTHER ANNOUNCEMENTS

Northam will make further announcements once the required regulatory clearances have been obtained.

Johannesburg
7 December 2021

Dealings in securities

Shareholders are advised that on an annual basis the group awards conditional shares (as defined in the rules of the Northam Platinum Share Incentive Plan, 2011 (“SIP”)) to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”).


Shareholders are advised that on an annual basis the group awards conditional shares (as defined in the rules of the Northam Platinum Share Incentive Plan, 2011 (“SIP”)) to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”).

At the request of shareholders and as approved by the company’s remuneration committee, all awards going forward will be subject to performance conditions (“performance shares”). No retention shares, being awards which are not subject to performance conditions, will be awarded in future.

In compliance with the JSE Limited Listings Requirements (“Listings Requirements”), shareholders are hereby advised of the following acceptances of awards by directors of the company, a director of a major subsidiary of the company and the company secretary:

Nature of transactions: Acceptance of awards of conditional shares which are subject to performance conditions in terms of the SIP
Class of securities: The awards of conditional shares provide participants (as defined in the SIP rules) with the right to settlement, after the vesting date, by way of the equivalent rand value of Northam Holdings shares, determined in accordance with the SIP rules
Vesting date: 31 October 2024
Transactions completed on market: No
Clearance obtained in terms of the Listings Requirements: Yes

Transaction 1  
Name of director of the company: PA Dunne
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 43 630 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 2  
Name of director of the company: AH Coetzee
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 20 440 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 3  
Name of director of a major subsidiary of the company: LC van Schalkwyk
Name of major subsidiary: Booysendal Platinum Proprietary Limited
Date of award acceptance: 25 November 2021
Total number of Northam Holdings shares covered by the awards: 16 890 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 4  
Name of company secretary: PB Beale
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 10 550 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Johannesburg
26 November 2021

Listing of new financial instrument - NHM021

The JSE Limited (“JSE”) has granted approval for the listing of NHM021 Senior Unsecured Floating Rate Notes (“Notes”) issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 26 November 2021.


The JSE Limited (“JSE”) has granted approval for the listing of NHM021 Senior Unsecured Floating Rate Notes (“Notes”) issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 26 November 2021.

Any capitalised terms not defined in this announcement shall have the meanings ascribed thereto in the section of the Programme Memorandum headed “Terms and Conditions of the Notes”.

The details pertaining to the issue of NHM021 are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR9 463 022 841 (inclusive of this issue of Notes)
Instrument Code NHM021
Nominal Amount: ZAR245 000 000
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 425 bps per annum
Interest Rate Determination Date(s):      26 February, 26 May, 26 August and
26 November of each year until the Maturity Date with the first Interest Rate Determination Date being 23 November 2021
Coupon Rate Indicator: Floating
Issue Date: 26 November 2021
Interest Commencement Date: 26 November 2021
Maturity Date: 26 November 2026
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 February, 15 May, 15 August and
15 November of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding each Books Closed Period
Books Closed Period: 16 February to 25 February, 16 May to 25 May, 16 August to 25 August and 16 November to 25 November of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 26 February, 26 May, 26 August and 26 November of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Number (ISIN): ZAG000181496
Applicable Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website:
https://www.northam.co.za/downloads/send/96-files/1428-applicable-pricing-supplement-nhm021-notes-execution

The Notes will be dematerialised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
25 November 2021

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.

Interest payment notifications - NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Thursday, 25 November 2021:


Northam bondholders are advised of the following interest payments due on Thursday, 25 November 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.425% per annum
Interest Period: 25 August 2021 to 24 November 2021
Interest Amount Due: R16 066 886.30
Payment Date: 25 November 2021
Date Convention: Following Business Day
Bond Code: NHM019  
ISIN: ZAG000168105  
Coupon: 7.675% per annum  
Interest Period: 25 August 2021 to 24 November 2021  
Interest Amount Due: R50 509 074.07  
Payment Date: 25 November 2021  
Date Convention: Following Business Day  
Bond Code: NHM020  
ISIN: ZAG000172594  
Coupon: 7.425% per annum  
Interest Period: 25 August 2021 to 24 November 2021  
Interest Amount Due: R4 341 895.89  
Payment Date: 25 November 2021  
Date Convention: Following Business Day  

Johannesburg
22 November 2021

Debt Sponsor
One Capital

Interest payment notification - NHM011

Northam bondholders are advised of the following interest payment due on Wednesday, 24 November 2021:


Northam bondholders are advised of the following interest payment due on Wednesday, 24 November 2021:

Bond Code: NHM011
ISIN No: ZAG000159237
Coupon: 7.425%
Interest Period: 24 August 2021 to 23 November 2021
Interest Amount Due: R10 630 158.90
Payment Date: 24 November 2021
Date Convention: Following Business Day

Johannesburg
19 November 2021

Debt Sponsor
One Capital

Implementation of the acquisition of a 32.8% interest in Royal Bafokeng Platinum Limited (“RBPlat”) and disclosure of an acquisition of a beneficial interest in Northam Holdings securities

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published on SENS on Tuesday, 9 November 2021 (“Announcement”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published on SENS on Tuesday, 9 November 2021 (“Announcement”).

Shareholders are referred to the Announcement pertaining to, inter alia, the Acquisition by Northam of 32.8% of the RBPlat Net Shares and the option to acquire up to an additional 0.5% of the RBPlat Net Shares from RBIH, a wholly owned subsidiary of RBH.

Northam is pleased to advise that with effect from today, 19 November 2021, the Acquisition has been implemented and Northam holds 32.8% of the RBPlat Net Shares.

As partial settlement of the Acquisition Consideration, Northam Holdings has issued 34 399 725 Northam Holdings Shares to RBIH, resulting in RBIH holding an 8.7% beneficial interest in all Northam Holdings Shares in issue.

Northam Holdings has received notification, in the prescribed form as contemplated in section 122(1) of the Companies Act, No. 71 of 2008 (“Companies Act”), from RBIH confirming its acquisition of Northam Holdings Shares and its beneficial 8.7% interest in all Northam Holdings Shares in issue, and will file the relevant notifications / forms with the Takeover Regulation Panel, as required in terms of section 122(3)(a) of the Companies Act.

Johannesburg
19 November 2021

Interest payment notification - NHM014

Northam bondholders are advised of the following interest payment due on Monday, 22 November 2021:


Northam bondholders are advised of the following interest payment due on Monday, 22 November 2021:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 6.175%
Interest Period: 20 August 2021 to 21 November 2021
Interest Amount Due: R345 089.45
Payment Date: 22 November 2021
Date Convention: Following Business Day

Johannesburg
17 November 2021

Debt Sponsor
One Capital