Announcements 2017

Amandelbult resource acquisition

Northam shareholders (“shareholders”) are referred to the announcement published on SENS on 11 October 2016 in respect of the acquisition by Northam of a portion of the Amandelbult mining right, contiguous with the north western boundary of Northam’s Zondereinde mine, for a cash consideration of R1 billion (the “Amandelbult transaction”). Shareholders are further referred to the announcement published on SENS on 25 August 2017 informing shareholders that consent from the Minister of Mineral Resources in terms of section 102 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 for the Amandelbult transaction had been received.

Northam is pleased to announce that the Amandelbult transaction has subsequently become unconditional and the transfer of the mining right was executed on 6 December 2017.

Pandora joint venture disposal

In addition, shareholders are referred to the announcement published on SENS on 15 May 2017 in respect of the disposal of Northam’s 7.5% participation interest in the Pandora joint venture (“Disposal”). Shareholders are hereby advised that the Disposal was concluded on 1 December 2017.

Paul Dunne, Northam’s Chief Executive Officer, said “Northam is pleased to have concluded the Amandelbult transaction, providing immediate access to a high quality resource that secures strategic flexibility, optionality and longevity at Zondereinde.”

Johannesburg
13 December 2017

Corporate Advisor, Sponsor and Debt Sponsor:  
One Capital

Attorneys: Cliffe Dekker Hofmeyr Inc.

Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Tuesday, 7 November 2017 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Friday, 22 September 2017, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.

Changes to the board of directors

In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are advised as follows:

Retirement and appointment of Chairman

Mr Lazarus Zim, Chairman of the board of directors of Northam (“board”), retired at the conclusion of the AGM. The board would like to thank Mr Zim for his valuable contribution to the company during his ten year tenure as a director and Chairman of the board.

Northam is pleased to announce that following the retirement of Mr Zim, Mr Brian Mosehla, a non-executive director of the board, has been appointed as Chairman. Mr Mosehla joined Northam in August 2015 and represents Zambezi Platinum (RF) Limited. The board looks forward to Mr Mosehla’s contribution in his new role.

Mr Ralph Havenstein, the Lead Independent Director (“LID”) will continue to serve as LID of the company.

Appointment of independent non-executive directors and board committee changes

Mr David Brown, who has been elected as an independent non-executive director of the board at the AGM with effect from the date on which the amendment of the company’s memorandum of incorporation envisaged in special resolution number 1 becomes effective, has been appointed as a member of the audit and risk committee and Chairman of the investment committee.  Mr Brown will replace Mr Havenstein as Chairman of the investment committee, and Mr Havenstein will remain as a member of the investment committee.

Dr Yoza Jekwa has been appointed by the board as an independent non-executive director of the board and as a member of the social, ethics and human resources committee with effect from Wednesday, 8 November 2017. Dr Jekwa holds an MBA in Finance and an MBBCh (Medicinae Baccalaureus, Baccalaureus Chirurgiae). Dr Jekwa has extensive experience in the South African Corporate Banking industry and has held various positions in the medical field in South Africa and the United Kingdom. The board is pleased to welcome Dr Jekwa and looks forward to her future contribution to the company.

Mr Mosehla will replace Mr Zim as a member of the nomination committee, following Mr Zim’s retirement.

Mr John Smithies, an independent non-executive director of the board, has been appointed as a member of the health, safety and environmental committee.

Results of annual general meeting

The total number of Northam shares eligible to vote at the AGM is 509 781 212.

All resolutions proposed at the AGM, together with the number and percentage of shares voted, the percentage of shares abstained, as well as the percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1 – adoption of audited group annual financial statements of the company for the year ended 30 June 2017

Ordinary resolution number 2.1 – re-election of Mr R Havenstein as a director

Ordinary resolution number 2.2 – re-election of Ms TE Kgosi as a director

Ordinary resolution number 2.3 – re-election of Mr KB Mosehla as a director

Ordinary resolution number 2.4 – re-election of Mr JG Smithies as a director

Ordinary resolution number 2.5 – election of Mr DH Brown as a director, conditional on special resolution number 1 being approved and the amendment of the company's memorandum of incorporation envisaged therein becoming effective.

Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent external auditor of the company

Ordinary resolution number 4.1 – re-election of Ms HH Hickey as a member of the audit and risk committee

Ordinary resolution number 4.2 – re-election of Mr R Havenstein as a member of the audit and risk committee

Ordinary resolution number 4.3 – re-election of Ms TE Kgosi as a member of the audit and risk committee

Ordinary resolution number 5.1 – endorsement of the group’s remuneration policy

Ordinary resolution number 5.2 – endorsement of the group’s remuneration implementation report

Special resolution number 1 – approval of amendment to the company's memorandum of incorporation to increase the maximum number of directors

Special resolution number 2 – approval of non-executive directors’ fees for the year ending 30 June 2018

Special resolution number 3.1 – approval of financial assistance to related and interrelated companies

Special resolution number 3.2 – approval of financial assistance to executive directors and/or prescribed officers and their related and interrelated persons

Special resolution number 4 – approval of general authority to repurchase issued shares

Notes

• Percentages of shares voted are calculated in relation to the total issued share capital of Northam.
• Percentage of shares voted for and against are calculated in relation to the total number of shares voted in respect of each resolution.
• Abstentions are calculated as a percentage in relation to the total issued share capital of Northam.

Johannesburg
7 November 2017

Sponsor and Debt Sponsor
One Capital

Northam wishes to advise shareholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s long term credit rating to A-(ZA) from BBB+(ZA) and reaffirmed Northam’s short term credit rating at A1-(ZA), with the outlook being accorded as Stable.

Northam’s credit rating upgrade was achieved despite the current and ongoing challenges being faced by the mining industry, further illustrating the group’s resilience and ability to maintain a strong capital base and liquidity position.

Northam’s credit rating upgrade is based on the following key considerations:

• The realisation of projected benefits of Northam’s fully funded R6.6 billion black economic empowerment transaction through the acquisition of quality platinum group metal (“PGM”) assets at favourable prices.
• Additional sources of production being expected from Northam’s recent transactions, including the acquisition of the Tumela block and the Eland Platinum mine, and further geographical and segmental diversification through the acquisition of the PGM recycling assets in the United States of America.  
• A 60% increase in Northam’s operating profit as a result of improved metal prices, lower costs of production, general economies of scale and the implementation of stringent cost controls.
• The easing of Northam’s corporate risk profile as a result of Booysendal North maintaining steady state production for two years and becoming the second operational mine of the group.
• A strong improvement in Northam’s operating cash flows, up from R952.7 million for the financial year ended 30 June 2016 to R1.1 billion for the financial year ended 30 June 2017.
• A strong capital base, with R1.8 billion in cash as at 30 June 2017, well in excess of the R425 million in interest bearing obligations, as well as the availability of a R1.0 billion revolving credit facility (which increases to R1.5 billion H2 F2018), asserting Northam’s strong liquidity position in the medium-term.
• A further positive rating migration is predicted on the development of Booysendal South and recently acquired ore bodies, which should see a continued widening of the group’s operating margins and sustainability of cash flows and credit protection metrics.

GCR has published an announcement in regard to Northam’s credit rating (available from GCR at http://globalratings.net).

Johannesburg
13 October 2017

Corporate and Debt Advisor, Sponsor and Debt Sponsor
One Capital

Purchase of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)

In terms of the Northam broad-based economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam. Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.

Accordingly, in compliance with paragraphs 3.63 to 3.66 of the JSE Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by a director of a major subsidiary of the company and of Zambezi Platinum and his associates:

Johannesburg
06 October 2017

Debt Sponsor
One Capital

Appointment of independent non-executive director

In compliance with paragraph 3.59(a) of the JSE Limited Listings Requirements, Northam shareholders are advised that Mr David Hugh Brown has been appointed as an independent non-executive director to the board of Northam (“board”), with effect from 7 November 2017, subject to shareholder approval at the Northam annual general meeting (“AGM”), to be held on Tuesday, 7 November 2017.

Mr Brown is a Chartered Accountant (SA) and is the chief executive officer and executive director of Coal of Africa Limited.  He is also an independent non-executive director of Vodacom Group Limited.  Mr Brown spent almost 14 years at Impala Platinum Holdings Limited, where he held a number of senior management positions including that of financial director and chief executive officer. 

Mr Lazarus Zim, chairman of the board, commented, “Northam is pleased to welcome Mr Brown to the board and we look forward to benefit from his extensive experience in the mining sector, which will further strengthen the company.”

Notice of annual general meeting

The AGM of Northam shareholders will be held at Glenhove Conferencing, 52 Glenhove Road, Melrose Estate, Johannesburg, South Africa on Tuesday, 7 November 2017 at 10:00 to transact the business as stated in the notice of AGM, forming part of the summarised annual report 2017 (“notice and summarised annual  report 2017”).

No change statement

Shareholders are advised that the summarised financial statements for the 12 months ended 30 June 2017, as contained in the notice and summarised annual report 2017, will be posted and also distributed electronically to shareholders today, 29 September 2017.  The audited annual financial statements for the year ended 30 June 2017 contain no material modifications to the audited preliminary report published on SENS on 25 August 2017.

The annual integrated report 2017, containing the full audited annual financial statements incorporating the auditors’ report in which Ernst & Young Inc. expressed an unmodified audit opinion, and the notice and summarised annual report 2017, are available on the following link: www.northam.co.za or can be obtained from the company’s registered office on request.

The salient dates of the AGM are as follows:

Johannesburg
29 September 2017

Sponsor and Debt Sponsor
One Capital