Announcements 2021

In compliance with paragraph 3.59(b) of the JSE Limited Listings Requirements, shareholders are advised that Mr Jean Johannes Nel has resigned as an independent non-executive director of the company with effect from today, 17 December 2021.

The board of directors would like to thank Mr Nel for his contribution during his tenure and wishes him well in his future endeavours.

Johannesburg
17 December 2021

Shareholders are referred to the announcement published by RBPlat on SENS today, 9 December 2021 (“RBPlat Announcement”), regarding, inter alia:

• the approach by Northam expressing its interest to acquire the voting securities of RBPlat; and
• a submission made by the independent board of RBPlat, as constituted in terms of regulation 108 of the Companies Regulations, 2011 (“Independent Board”), to the Takeover Regulation Panel (“TRP”) regarding the possible trigger of a mandatory offer in terms of section 123 of the Companies Act, No. 71 of 2008 by Northam (“Mandatory Offer”), (“TRP Submission”).

Northam confirms that on Wednesday, 8 December 2021 it submitted a letter to the RBPlat board of directors and Independent Board expressing its interest to continue the parties’ engagements in relation to a potential offer by Northam for all or a portion of the remaining shares in RBPlat (excluding treasury shares). This follows the RBPlat response to the non-binding offer letter submitted by Northam dated 11 October 2021, wherein it confirmed that RBPlat remained committed to progress discussions with Northam.

Shareholders are advised that Northam was informed of the TRP Submission, today, 9 December 2021. Northam believes that the RBPlat Announcement in respect of the TRP Submission is misleading and is firmly of the view that a Mandatory Offer has not been triggered and will be making submissions to the TRP in this regard.

Johannesburg
9 December 2021

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

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

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:

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.