Announcements 2026

MEDIA RELEASE: Northam initiates strategic, competitive process

: 25 Aug 2026

Northam initiates a strategic, competitive process following an unsolicited approach from a major producer in the South African PGM industry
In terms of the process, Northam will consider proposals from pre-selected third parties and other credible interested parties regarding potential transaction(s)
The main objective of the process is to ensure that Northam’s long-term value and strong industry position are appropriately recognised and crystallised for the benefit of the company, its shareholders and other stakeholders

The decision follows an unsolicited, exploratory, non-binding approach from a major producer in the South African platinum group metals (PGM) industry regarding a potential transaction with Northam involving what was broadly presented as an “asset-level transaction” or a “corporate transaction”.

Northam recently announced Vision 2031, setting out its updated medium-term growth target, driven by growth from the company’s existing orebodies, underpinned by its proven track record of responsible capital allocation and efficient project execution. Crucially, the company’s growth profile coincides with a shrinking primary PGM supply, as the long lead times associated with developing new mines means that the decline in primary supply cannot be halted or slowed until well into the next decade.

In the context of Northam’s exceptional growth prospects (including under Vision 2031) and management’s proven track record of delivering on strategic, operational and financial objectives, the board believes that the process will crystallise the company’s long-term value and strong industry position, for the benefit of the company, its shareholders and other stakeholders. In addition, the process will provide the company with increased optionality, thereby optimising shareholders’ investment value in the company, either through value-accretive transaction(s) which may emerge from the Process or, alternatively, through continued investment in the company as it continues to execute on its growth objectives and deliver meaningful returns to shareholders.

Interested parties that have not been invited are referred to the SENS announcement for further information regarding the process and the manner in which they may express an interest to participate.

One Capital Advisory Proprietary Limited has been appointed as the company’s exclusive corporate advisor in relation to the process and any transaction(s) arising therefrom.

Mcebisi Jonas, independent non-executive chairman of the board, said “The unsolicited approach clearly demonstrates Northam’s strategic importance in the PGM industry and provided the board with an opportunity to assess Northam’s broader value-creation alternatives. We believe that proactively initiating this process is the most appropriate way to test credible opportunities for the benefit of the company and its stakeholders.”

Frequently asked questions

Which “major PGM producer” approached the company?

Reference to the approach by the major PGM producer was provided solely as background to the initiation of the process, and disclosure of the party's identity is not warranted at this stage. The party itself is at liberty to disclose its identity, should it wish to do so. As the process progresses, should a credible proposal ultimately be made and accepted, the identity of the relevant parties will be disclosed, subject to applicable legal and regulatory requirements.

What is meant by an “asset-level transaction” and a “corporate transaction”?

These terms were presented in the unsolicited approach, and the PGM producer did not fully elaborate on the meanings thereof.

Why has Northam undertaken this process given that the “PGM producer” has not yet proposed a binding transaction?

Considering the potential far-reaching impact on shareholders and other stakeholders of any transaction involving Northam’s asset base and/or its shareholders directly, the board is of the view that it is in the best interests of the company, its shareholders and other stakeholders to take a proactive, rather than a reactive, stance, regardless of whether the PGM producer ultimately decides to formally approach the company with a binding transaction. The process provides the company with optionality regarding possible transactions and the ability to identify the most favourable, value accretive transaction(s) from all interested parties, including the PGM producer.

Which parties has Northam identified to be involved in the process?

In consultation with executive management, the board has identified a range of parties it considers to be credible potential participants in the process and who may wish to pursue a potential transaction with the company. These parties were identified based on, inter alia, their participation in, or proximity to, the PGM industry, strategic fit and capability to execute a transaction at scale. Notwithstanding the foregoing, the company has also invited other credible interested parties to submit an expression of interest to participate in the process.

Northam will treat the identity of all parties who express an interest to participate in the process as confidential, save where a party elects to disclose its interest or participation in the process (e.g. to its shareholders or in the media).

Is the “PGM producer” the preferred participant?

The PGM producer is one of the parties that has been invited to participate in the process. The process is intended to allow Northam to consider proposals from a range of interested parties and the board has not identified a preferred participant.

Is Northam seeking to be taken private and delisted from the JSE?

Northam is not pursuing a particular transaction outcome, and will not prescribe the nature or structure of potential transaction(s). The company will consider credible proposals in respect of transaction(s) which will create and enhance shareholder value, and will assess these having regard to, inter alia, the strategic rationale, financial terms and the interests of the company, shareholders and other stakeholders.

Does the initiation of the process mean that Northam has decided to sell the company or any of its assets?

No. The board has not made any decision to pursue or implement a particular transaction or transaction structure. Credible proposals received through the process will be assessed against Northam’s standalone prospects, including Vision 2031, and will need to demonstrate compelling value creation.

What does this mean for Northam employees and other stakeholders?

The process does not change Northam’s operational priorities or commitment to its stakeholders, whose interests will remain an important consideration throughout the process. It is too early to assess the implications of any potential transaction, and no assumptions should be made regarding any specific outcome.

How will the company’s management team be impacted by the process?

Northam's favourable position in the PGM sector means that it is likely to continue to attract interest from credible parties going forward. By embarking on a structured and managed process, the impact on management will be minimised, enabling the management team to remain focussed without undue pressure and uncertainty arising from continued approaches.

Given the importance of PGM mining to the local economy, will Northam consider proposals from parties outside of South Africa?

The board has initiated the process to solicit proposals from all credible interested parties, irrespective of their domicile. In evaluating proposals, the board will take into account the effect of any potential transaction(s) on the company’s stakeholders, including its employees and the communities in which it operates.

Given recent market volatility and the outlook for the PGM industry, is the board confident in market appetite for the process?

Northam owns high-quality, well-capitalised and long-life assets and maintains its key imperative of growing production safely down the sector cost curve, while diversifying its operations and thereby significantly reducing its operating risk profile. This has enabled the company to deliver record metal production, record sales and record earnings for the financial year ended 30 June 2026.

Recent geopolitical turmoil has increased market volatility in the short-term, however, Northam’s long-term view remains unchanged. There is a persistent and growing market deficit for the metals Northam produces, metals that are critical and essential to the modern world, including the developing hydrogen economy. Northam’s strengthening performance and growth in market share means that it is well positioned to continue to deliver superior returns well into the future.

Additionally, Northam’s Vision 2031 objectives aim to grow its PGM sales to 1.5 million ounces 4E and over 2 million tonnes of chrome concentrate.

The board therefore believes that Northam and its asset base represent a compelling investment case.

Is this the first approach Northam has received?

No. Over the years, Northam has received a number of unsolicited approaches from credible parties seeking to transact with Northam. On these occasions, Northam engaged in bilateral negotiations, and it became evident that Northam was significantly undervalued, and no transaction materialised. The company wishes to adapt its response to previous approaches to ensure that it has the opportunity to consider proposals that adequately reflect Northam’s intrinsic and long-term value and, if a transaction were to crystallise, to fairly compensate Northam’s shareholders.

Is it possible that no transaction may be proposed or entered into?

Yes. The board will only conclude a transaction, or propose a transaction to shareholders (as appropriate), that meaningfully enhances shareholder value, significantly over and above what can be achieved on a standalone basis and in pursuit of Vision 2031. Even if a transaction is proposed to Northam’s shareholders, it remains their prerogative to approve or reject it.

Considering that Northam is currently trading almost 40% below its recent highs, does the board consider the unsolicited approach to be opportunistic?

The board cannot comment on the timing of the approach, as it was unsolicited. However, the board will consider the upside value that has recently been achieved on market when considering proposals.

Paul Dunne, CEO of Northam, said “Northam’s significant strategic value in any potential PGM consolidation process is becoming increasingly evident. Northam has also become a major chrome producer and the attractiveness of the company goes beyond the PGM industry. As a company and management team, we are excited to embark on this process to consider a range of opportunities which may accelerate the company's growth prospects, and to further enhance shareholder value.”

Disclaimer
This document does not constitute an offer or invitation to buy, sell or solicit any security or asset in any jurisdiction, nor an offer, invitation, commitment or obligation by Northam to enter into any negotiations or transaction with any party. No party will, by reason of its reliance on this document, acquire any right, expectation or claim against Northam, One Capital Advisory Proprietary Limited, or any of their respective shareholders, subsidiaries, affiliates, directors, officers, employees, agents or advisors (together, the “Relevant Parties”). This document may contain forward-looking statements relating to, inter alia, future strategy, events, expectations, prospects, developments and financial performance. These statements reflect current views with respect to future events and are subject to certain risks, uncertainties and assumptions. The Relevant Parties do not guarantee future results, levels of activity, performance or achievements, nor are they under any duty to update any forward-looking statements.