Announcements 2023

Northam bondholders are advised of the following interest payment due on Wednesday, 13 December 2023:

Johannesburg
8 December 2023

Debt Sponsor
One Capital

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), and paragraph 3.83(b) of the JSE Limited Listings Requirements (“JSE Listings Requirements”), Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.01% in the company’s total issued share capital.

The company will file the relevant notification with the Takeover Regulation Panel and the Companies and Intellectual Property Commission, as required in terms of sections 122(3)(a) and 122(3A) of the Companies Act.

The board of directors of Northam Holdings (“Board”) accepts responsibility for the information contained in this announcement and certifies that, to the best of the Board’s knowledge and belief, the information contained in this announcement is true and that there are no facts that have been omitted which would make any statement in this announcement false or misleading and that this announcement contains all information required by law and the JSE Listings Requirements.

Johannesburg
10 November 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Monday, 30 October 2023 (“AGM”), (i) all the ordinary resolutions other than the non-binding advisory ordinary resolutions numbers 4.1 and 4.2, and (ii) special resolution number 2, as set out in the notice of AGM dated Tuesday, 22 August 2023, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. As announced on SENS on Friday, 27 October 2023, special resolution number 1 was withdrawn from consideration and voting at the AGM.

For each resolution proposed at the AGM, the number and percentage of Northam Holdings ordinary shares (“shares”) voted on the resolution, the percentage of votes for and against each resolution and the percentage of shares in respect of which shareholders abstained from voting on such resolution, are as follows:

Ordinary resolution number 1.1 – re-election of Mr TI Mvusi as a director

Ordinary resolution number 1.2 – re-election of Mr GT Lewis as a director

Ordinary resolution number 1.3 – re-election of Dr NY Jekwa as a director

Ordinary resolution number 2 – re-appointment of PricewaterhouseCoopers Incorporated (with the designated external audit partner being Mr AJ Rossouw CA(SA)) as the independent external auditors of the group

Ordinary resolution number 3.1 – election of Ms HH Hickey as a member of the audit and risk committee

Ordinary resolution number 3.2 – election of Dr NY Jekwa as a member of the audit and risk committee

Ordinary resolution number 3.3 – election of Mr MH Jonas as a member of the audit and risk committee

Ordinary resolution number 4.1* – non-binding endorsement of the group’s remuneration policy

Ordinary resolution number 4.2* – non-binding endorsement of the group’s remuneration implementation report

Special resolution number 2 – approval of financial assistance in terms of sections 44 and 45 of the Companies Act, No. 71 of 2008

Special resolution number 3 – approval for the general authority to repurchase issued shares

*As more than 25% of the votes cast by shareholders present or represented by proxy at the AGM on ordinary resolutions number 4.1 and 4.2 were exercised against the non-binding endorsement of the group’s remuneration policy and remuneration implementation report (“non-binding advisory resolutions”), the company will continue to engage with dissenting shareholders (being shareholders who voted against any of the non-binding advisory resolutions) and, in accordance with the JSE Limited Listings Requirements and the recommendations of the King IV Report on Corporate Governance for South Africa, 2016, hereby invites such shareholders to send their comments / concerns / questions / recommendations regarding the group’s remuneration policy and/or remuneration implementation report, in writing, to Ms PB Beale, the company secretary of Northam, at trish.beale@norplats.co.za, so as to be received by no later than close of business on Friday, 15 December 2023.

Notes

• Percentages of shares voted on the resolutions are calculated as a percentage of the total issued share capital of Northam Holdings, amounting to 396 615 878 shares.
• Percentages of shares voted for or against the resolutions are calculated as a percentage of the total number of shares voted in respect of the relevant resolution.
• Abstentions are calculated as a percentage of the total issued share capital of Northam Holdings.

Johannesburg
30 October 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Northam bondholders are advised of the following interest payment due on Monday, 23 October 2023:

Johannesburg
18 October 2023

Debt Sponsor
One Capital

Shareholders are hereby advised, in accordance with the JSE Limited Listings Requirements, that the company’s latest annual compliance verification certificate prepared pursuant to section 13G(2) of the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended, is available on the company’s website via the following link: https://www.northam.co.za/downloads/send/148-governance/1540-bbbee-rating- certificate-annexure-a-2023.

Johannesburg
6 October 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Northam bondholders are hereby advised that the Northam consolidated and separate annual financial statements for the year ended 30 June 2023, which incorporate the independent auditor’s unmodified audit report thereon issued by PricewaterhouseCoopers Incorporated (“PwC”), are available on Northam’s website at https://www.northam.co.za/downloads/send/173-2023/1537-norplats-afs-30jun2023 and available for inspection, during office hours, at the registered office of the company. Bondholders are reminded that during the 2023 financial year, Northam voluntarily early adopted the requirements regarding mandatory audit firm rotation, resulting in the appointment of PwC as the new external auditors.

Bondholders are further advised that the comparative information for the year ended 30 June 2022, contained in the company separate annual financial statements for the year ended 30 June 2023, has been restated (“Restatement”). The Restatement relates to the recognition of accrued dividends for the year ended 30 June 2022, pertaining to the investment in the Zambezi Platinum (RF) Proprietary Limited (“Zambezi”) preference shares held by Northam, following Northam’s acquisition of control over Zambezi, which, as a result of the Restatement, have now been derecognised.

For the avoidance of doubt, the Restatement does not impact the comparative information for the year ended 30 June 2022, contained in the Northam consolidated annual financial statements for the year ended 30 June 2023, as all balances relating to Zambezi are eliminated on consolidation.

Johannesburg
29 September 2023

Corporate Advisor and Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payment due on Tuesday, 26 September 2023:

Johannesburg
20 September 2023

Debt Sponsor
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 Holdings on SENS on Friday, 25 August 2023 (“Announcement”).

Northam Shareholders are referred tothe Announcement wherein it was advised, inter alia, that Northam Holdings had disposed of 27 541 147 of the 30 065 866 Implats Shares received pursuant to the Acceptance (“Share Consideration”).

Northam Shareholders are advised that Northam Holdings has disposed of the remaining 2 524 719 Implats Shares on-market for a total consideration of c. R251.1 million.

Accordingly, the total cash consideration received pursuant to the disposal of the Share Consideration amounts to c. R3.1 billion, representing a volume weighted average price of R103.95 per Implats Share.

The disposal of the remaining 2 524 719 Implats Shares falls below the threshold for categorisation in terms of the JSE Limited Listings Requirements, and therefore this is a voluntary announcement provided for information purposes only.

Johannesburg
28 August 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Shareholders of Northam Holdings (“Shareholders”) are hereby advised that Northam Holdings published its audited group consolidated annual results for the year ended 30 June 2023 today.
Financial results overview

*Earnings before interest, taxation, depreciation, amortisation, and impairments.
Continuing to return meaningful value to our Shareholders

Cash dividend
Northam recognises the importance of returning value to Shareholders, and this has always been one of the key drivers behind, and objectives of, our long-term sustainable growth strategy.
During the previous financial year ended 30 June 2022, Northam returned significant value to Shareholders through the accelerated maturity and unwinding of the Zambezi Platinum (RF) Proprietary Limited black economic empowerment (BEE) transaction and related share buyback, which resulted in a 28.9% reduction in Northam Holdings’ issued share capital.

The sale of Northam's investment in Royal Bafokeng Platinum Limited subsequent to 30 June 2023 has presented an opportunity for Northam to significantly strengthen the group’s balance sheet and liquidity position, which in turn has enabled the group to declare its first dividend in over 10 years. This dividend constitutes a maiden dividend for Northam Holdings.

The company's board of directors (“board”) is pleased to announce that it resolved to declare and pay a final gross cash dividend of 600.00 cents per share which in aggregate amounts to a gross cash dividend of approximately R2.4 billion for the year ended 30 June 2023. The final cash dividend has been declared from income reserves.

A dividend withholding tax of 20% will be applicable to Shareholders who are not exempt from, or who do not qualify for, a reduced rate of dividend withholding tax. Accordingly, for those Shareholders subject to dividend withholding tax at a rate of 20%, the final net cash dividend amounts to 480.00 cents per share (30 June 2022: Nil cents per share).

The following dates are applicable to the dividend:

Shareholders may not dematerialise or rematerialise their shares between Friday, 15 September 2023, both days inclusive.
The following additional information is disclosed regarding the dividend:

• Northam Holdings’ issued share capital at the dividend declaration date was 396 615 878 ordinary shares (of which 1 share is held by Northam Platinum, a subsidiary of Northam Holdings).
• Northam Holdings' registration number is 2020/905346/06.
• Northam Holdings' income tax reference number is 9586451198.

Share buyback programme

In addition to the dividend, Shareholders are further advised that the board has also approved a share buyback programme of up to R1.0 billion, and limited to a maximum of 5% of Northam Holdings’ issued share capital, in terms of which the company and/or its subsidiaries may buyback Northam Holdings shares in accordance with the authority approved by Shareholders at the company’s annual general meeting (“AGM”) held on Tuesday, 25 October 2022, which authority the company will seek to renew at the upcoming AGM to be held on Monday, 30 October 2023 (“2023 AGM”).

Annual general meeting

The 2023 AGM will be held on Monday, 30 October 2023 at 10:00 South African time to transact the business as stated in the notice of the 2023 AGM (“2023 AGM notice”). 

The 2023 AGM will be held entirely by way of electronic participation. Shareholders are encouraged to read the 2023 AGM notice for information on how to electronically attend, participate in and vote at the 2023 AGM.

Shareholders are advised that the 2023 AGM notice, containing the summarised audited group consolidated annual financial statements for the year ended 30 June 2023, is available on the company’s website at:
https://www.northam.co.za/downloads/send/173-2023/1521-2023-notice-agm and will be distributed to Shareholders on Friday, 1 September 2023.

The salient dates for the 2023 AGM are as follows:

* Any forms of proxy not delivered by this date and time must be submitted electronically to the chairperson of the 2023 AGM before the appointed proxy may exercise any rights of the Shareholder at the meeting.

About this announcement

As the information in this announcement does not provide all of the details, any investment decisions should be based on the published audited group consolidated annual financial statements (which incorporates the external auditor’s report in which PricewaterhouseCoopers Incorporated expressed an unqualified audit opinion) which is accessible via the JSE cloudlink at: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/NPHE/AFS_23.pdf and available on the company’s website at: https://www.northam.co.za/downloads/send/167-fy2023/1523-fy2023-afs-30-june-2023.

Shareholders are also referred to the summarised financial results for the year ended 30 June 2023 available on the company’s website at: https://www.northam.co.za/downloads/send/167-fy2023/1524-fy2023-sfr-30-june-2023 for further detailed information pertaining to the group’s business and operations, including detailed results commentary in respect of the financial year ended 30 June 2023.

The group annual integrated report for the year ended 30 June 2023, which contains, inter alia, the additional information required in terms of paragraph 8.62 of the JSE Limited Listings Requirements, the summarised financial results for the year ended 30 June 2023 and the 2023 AGM notice, is available on the company’s website at: https://www.northam.co.za/downloads/send/173-2023/1522-annual-integrated-report-2023.

Johannesburg
25 August 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), and paragraph 3.83(b) of the JSE Limited Listings Requirements (“JSE Listings Requirements”), Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.00% in the company’s total issued share capital.

The company will file the relevant notification with the Takeover Regulation Panel and the Companies and Intellectual Property Commission, as required in terms of sections 122(3)(a) and 122(3A) of the Companies Act.

The board of directors of Northam Holdings (“Board”) accepts responsibility for the information contained in this announcement and certifies that, to the best of the Board’s knowledge and belief, the information contained in this announcement is true and that there are no facts that have been omitted which would make any statement in this announcement false or misleading and that this announcement contains all information required by law and the JSE Listings Requirements.

Johannesburg
24 August 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Key metrics for the year ended 30 June 2023 and disposal of the Royal Bafokeng Platinum Limited (“RBPlat”) investment:

• 13.0% increase in equivalent refined 4E metal from own operations to 809 775 oz 4E (F2022: 716 488 oz 4E), following a strong performance from all mines in the group, including a 21.5% increase in 4E concentrate produced by Booysendal and a 47.5% increase in 4E concentrate produced from own operations and surface sources at Eland
• 16.1% increase in sales revenue to R39.5 billion, notwithstanding a 6.9% decrease in the 4E ZAR basket price to R37 488/oz 4E (F2022: R40 286/oz 4E)
• 3.8% increase in gross profit to R15.4 billion
• 39.1% gross profit margin, reflective of increased production against a largely fixed cost base and maintaining cost discipline and efficiencies, notwithstanding a 12.6% increase in group cash cost per equivalent refined 4E ounce, amidst a higher inflationary environment and ongoing Eskom load curtailment events
• 0.2% increase in EBITDA to R16.5 billion
• 2.5% - 12.5% expected decrease in headline earnings per share
• 70.0% - 80.0% expected decrease in basic earnings per share, primarily as a result of a R4.1 billion non-cash impairment cost relating to Northam’s investment in RBPlat and a R2.7 billion non-cash impairment relating to the Eland operation as a result of a substantial deterioration in the pricing of Platinum Group Metals (“PGM”) which will be reversed should market conditions improve in the future
• Net debt as at 30 June 2023 (prior to the disposal of Northam’s investment in RBPlat) improved to R9.4 billion (F2022: R16.0 billion) with a net debt to EBITDA ratio of 0.57, well within Northam’s self-imposed target ratio of 1 to 1 in pursuance of the group’s growth strategy
• All organic growth projects are on track
• Post 30 June 2023, sale of Northam’s investment in RBPlat into the Impala Platinum Holdings Limited (“Implats”) mandatory offer for R9.0 billion in cash and 30 065 866 Implats shares

Introduction
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period will differ by at least 20% from the financial results of the previous corresponding period.

Northam Holdings’ financial results for the year ended 30 June 2023 (“F2023”) are underpinned by a solid performance from all operations within the group. Notwithstanding this, Northam Holdings expects to report a decrease in earnings per share for F2023 compared to the previous financial year ended 30 June 2022 (“F2022”), largely as a result of the recognition of two non-cash impairments relating to:

• Northam’s investment in RBPlat (R4.1 billion), based on the consideration received by Northam from the sale of its investment in RBPlat into the Implats mandatory offer; and
• the Eland operation (R2.7 billion), owing to a deterioration in the forecast commodity prices.

The table below provides key earnings per share information for F2023, compared to that of F2022:

*The weighted average number of shares in issue have been used to determine the basic and headline earnings per share.

Production
The group’s equivalent refined metal from own operations increased by 13.0% to 809 775 oz 4E (F2022: 716 488 oz 4E) as a result of focused execution of the group’s growth strategy, which continues to deliver against set targets. A key feature for F2023 has been the strong production performance from both the Zondereinde and Booysendal mines, and a significant step forward by Eland. Challenges remain, particularly in respect of high mining inflation and the potential for further and possibly more severe Eskom load curtailment events. However, our growth and operational diversification programmes remain on track and continue to demonstrate the value of our counter-cyclical investments and execution capacity across the group, as well as our flexibility in dealing with these challenges.

Development of the Western extension at Zondereinde has progressed well. Despite Zondereinde tragically suffering three fatalities, the benefits of focused Merensky stoping in the Western extension, together with logistical decongestion resulting from the ongoing shift of UG2 stoping from the western to the eastern portions of the mine, are starting to show in mining productivity.

Booysendal is delivering strong growth on the back of solid production from North mine, as well as the ongoing ramp-up of South mine. Booysendal achieved a record 8 million fatality free shifts, remaining fatality free since inception.

Eland surpassed a maiden 1 million fatality free shifts during November 2022, and continues to ramp-up mineable reserves

All operations have been subject to numerous Eskom load curtailment events. However, the combination of our comprehensive load management protocols, as well as on-demand self-generation capacity, have limited consequential production losses. A programme to increase self-generation capacity is well advanced and this will further mitigate potential production losses arising from load curtailment events.

Key production metrics for F2023, compared to F2022, are as follows (in oz 4E):

Unit cash costs
Unit cash costs were negatively impacted by higher mining inflation, as well as slightly depressed concentrator feed grades at Zondereinde (due to the Western extension expansion) and at Booysendal (due to an area of lower grade reef at the North UG2 mine, together with elevated development in the newer modules of the South mine). Grades at Zondereinde and Booysendal will improve over the coming two years as these growth projects reach maturity.
Unit cash costs per 4E ounce for the group, and per operation, for F2023 compared to F2022, are as follows (in R/4E oz):

The total cost of purchased concentrates and recycling material increased by 51.5% to R4.0 billion (F2022: R2.6 billion), with 4E ounce volumes purchased increasing by 93.4%. The cost of purchased material is based on ruling commodity prices as well as the prill split of the purchased material.

Sales revenue

Sales revenue for F2023 amounted to R39.5 billion, an increase of 16.1% (F2022: R34.1 billion).

The increase in sales revenue was the combined result of a 20.0% increase in 4E sales volumes to 885 347 oz 4E (F2022: 737 923 oz 4E) and a 6.9% decrease in the 4E ZAR basket price to R37 488/oz 4E (F2022: R40 286/oz 4E). The lower ZAR basket price is the combined result of a lower 4E US dollar (“USD”) basket price of USD 2 112/oz 4E (F2022: USD 2 640/oz 4E) and an increase in the average ZAR/USD exchange rate achieved (i.e. a weaker Rand) being R17.75/USD (F2022: R15.26/USD).

Total revenue per equivalent refined 4E ounce sold decreased by 3.2% to R44 670/4E oz (F2022: R46 162/4E oz). This, combined with the unit cash cost increasing by 12.6% from R20 278/4E oz to R22 824/4E oz in F2023, led to a decrease in the cash profit margin per 4E ounce to 48.9% (F2022: 56.1%).

The table below summarises dispatched metal volumes to the group’s precious metal refiners, compared to metal volumes refined and sold together with the average USD sales prices achieved per metal.

Included in the third figures column in the table above is concentrate sold to a third party to honour legacy offtake agreements relating to the Everest and Maroelabult operations, which contained 54 220 oz 4E in concentrate (F2022: 37 334 oz 4E). Refined metal sold to the group’s customers totalled 832 602 oz 4E (F2022: 701 618 oz 4E).

Financial results

Sales revenue increased by 16.1% compared to an increase in cost of sales of 25.7%. This resulted in a gross profit of R15.4 billion (F2022: R14.9 billion), and a gross profit margin of 39.1% (F2022: 43.7%).

We operate a largely fixed cost business and consider increasing production, and doing so efficiently, to be our best defence against current global inflationary pressures. Our capital allocation and treasury decisions have been guided by our growth strategy and our financial results have benefited from our consistent approach to growing our production base down the industry cost curve.

Earnings before interest, taxation, depreciation and amortisation, and also excluding impairments, (“EBITDA”) amounted to R16.5 billion (F2022: R16.5 billion).

As at 30 June 2023, inventory on hand amounted to 397 387 oz 4E, valued at R13.7 billion when applying the 4E basket price and exchange rate at 30 June 2023.

For F2023, our operations generated cash to the value of R14.0 billion (before capital expenditure) and free cash flow of R8.5 billion (after capital expenditure). During F2023, Northam settled the last instalment of the Deferred Acquisition Consideration (as defined in the SENS announcement published by Northam on 9 November 2021) to the Royal Bafokeng Holdings Proprietary Limited group, of R1.8 billion (including escalation at the Escalation Rate (as defined in the SENS announcement published by Northam on 9 November 2021)), relating to Northam’s initial investment in RBPlat. Northam received R781.7 million in dividends from RBPlat during F2023.

During F2023, Northam successfully concluded and implemented an agreement to restructure the group’s existing banking facilities, whereby (i) the R2.4 billion term loan facility (“Term Loan”) has been fully settled and cancelled, and (ii) the existing R7.2 billion five-year revolving credit facility (“RCF”) has been increased by R2.8 billion to R10.0 billion (“Facility Restructure”). As a result of the Facility Restructure, Northam’s total available banking facilities now amount to R11.0 billion, comprising the increased RCF of R10.0 billion and existing general banking facilities of R1.0 billion.

At year end, and prior to the disposal of Northam’s investment in RBPlat (the proceeds of which were received on 24 July 2023), net debt improved to R9.4 billion (F2022: R16.0 billion), with the net debt to EBITDA ratio at 0.57.

Subsequent to year end, Northam disposed of its investment in RBPlat into the Implats mandatory offer (details of which are contained in the offer circular issued by Implats dated 17 January 2022). The offer consideration receivable per RBPlat share tendered into the Implats mandatory offer amounted to R90.00 in cash and 0.3 new ordinary shares in Implats. Northam Holdings therefore received, in aggregate, R9.0 billion in cash and 30 065 866 Implats shares (JSE share code: IMP), (collectively, the “Aggregate Offer Consideration”). The Aggregate Offer

Consideration was used to determine the recoverable amount relating to Northam’s investment in RBPlat as at 30 June 2023 and resulted in a non-cash impairment being recognised amounting to R4.1 billion.

Recent adverse market developments have also resulted in a material contraction in profit margins and cash generation capacity across the PGM industry. As a consequence, the forecast commodity price assumptions have been adjusted downward from those used in F2022. Based on the impairment assessments performed by management, the recoverable values for all cash generating units within the group were higher than their respective carrying values, except for assets under construction relating to the Eland operation. Consequently, the assets included in Eland were impaired by R2.7 billion, which impairment is a non-cash adjustment and will be reversed should market conditions improve in the future.

Acceptance of the Implats mandatory offer

On 9 November 2021, Northam Holdings announced its initial acquisition of a 32.8% interest in RBPlat (“Announcement Date”). Subsequent to the Announcement Date, the PGM market strengthened significantly. The ZAR 4E basket price, based on the average prill split across RBPlat's operations (“Basket Price”), remained strong throughout 2022, with a net increase of approximately 10% from the Announcement Date to the date of Northam Holdings announcing its firm intention to make a voluntary, conditional offer to RBPlat shareholders to acquire the remaining RBPlat shares not already held by Northam Holdings (“Northam Offer”) on 9 November 2022 (“Northam FIA”).

However, subsequent to the Northam FIA, PGM prices declined substantially, signalling a possible protracted cyclical downturn in the PGM market. The Basket Price declined by approximately 35.0% from the Northam FIA date to 18 July 2023, resulting in a decrease of almost 30% between the Announcement Date and 18 July 2023. These adverse market developments resulted in a material contraction in profit margins and cash generation capacity across the entire PGM industry (including at RBPlat). As a consequence, equity valuations across the entire PGM sector have declined substantially.

Against this backdrop, Northam’s wholly-owned operations continued to perform well, as reflected in the production performance detailed above.

Following the occurrence of the material adverse changes in PGM prices, Northam Holdings terminated the Northam Offer, further details of which are set out in the SENS announcement published by Northam Holdings on 5 April 2023 (“Termination Announcement”). From the date of the Termination Announcement to 18 July 2023, the Basket Price deteriorated further by almost 18%.

The Implats mandatory offer provided Northam with full investment and strategic optionality since December 2021. On 20 July 2023, Northam Holdings submitted its acceptance of the Implats mandatory offer in respect of all 100 219 552 RBPlat shares held by Northam Holdings (representing 34.5% of RBPlat shares in issue).

In light of the prevailing market conditions and negative medium‑term outlook, the Implats mandatory offer presented a unique and attractive opportunity for Northam to lock in substantial value in relation to the RBPlat shares held by Northam, with a strong cash underpin that was not adversely affected by the steep decline in PGM equity valuations across the sector. This also presented Northam with an opportunity to significantly strengthen our balance sheet and liquidity position, which in turn provides additional flexibility and optionality for Northam Holdings to, subject to the relevant regulatory requirements and approvals necessary, inter alia, potentially (i) consider the declaration of a maiden dividend; (ii) introduce a formal dividend policy; (iii) implement share buy-backs; and/or (iv) reduce Northam’s third party debt.

Capital expenditure

Capital expenditure for F2023 amounted to R5.6 billion (F2022: R4.6 billion), which includes an investment of R86.6 million to mitigate the effects of load curtailment events and to further our renewable energy strategy. Capital expenditure increased as a result of significant activity relating to the Western extension project at Zondereinde, together with the ongoing ramp-up at Eland. Capital expenditure at Booysendal related to a number of extensions to strike belts and the first significant fleet replacements.

A raft of global geopolitical issues holds the potential for further disruption to PGM markets, whilst the risk for further and more severe Eskom load curtailment events could lead to operational disruption. We continue to monitor the market and are investing in additional on-demand self-generation capacity at all of our operations, which will result in additional capital expenditure for the coming financial year. We will adjust our capital programme when and where prudent, taking into account the changing landscape.

At Zondereinde mine, stoping is ramping-up within the Western extension section and further progress has been made on the deepening project. Equipping of Number 3 shaft is in progress. Pilot drilling of 3a ventilation shaft was completed and reaming has commenced. Both shafts are scheduled to be commissioned during the 2024 calendar year. We have also commenced pilot drilling of the 3b rock hoisting shaft, which has a scheduled commissioning date in the 2028 calendar year. The construction of the headgear and winder for Number 3 shaft was also completed with shaft equipping commencing.

At the group’s metallurgical facilities, upgrades to the base metal removal plant are progressing well, and we have commenced the expansion and upgrade of our furnace slag concentrator, which will be commissioned during the first half of the 2024 financial year (“F2024”).

The development of Booysendal South mine is on track. The full complement of stoping crews is in place at the Central UG2 modules and production will reach steady-state during the course of the coming financial year. Decline development is continuing in order to increase mineable reserves and operational flexibility. Progress of the South Merensky module is on target, with focus remaining on development of the decline system, with limited stoping in the upper mining levels. Stoping is continuing at the BS4 UG2 module and will ramp-up during the remainder of F2024. Commissioning of the North aerial rope conveyor during F2022 has enabled the ramp-up of the North Merensky module to its phase two steady-state production rate.

At Eland mine, processing of ore from surface sources continues, whilst underground and open pit feed are being batch treated. Development of the Kukama and Maroelabult decline systems is progressing well, as has strike and raise development. This is increasing mineable reserves. Strike development has connected the two mining sections, which is enhancing the provision of underground services. Underground stoping ramp-up is in progress.

Conclusion

The group has delivered a strong set of results for F2023, whilst achieving significant strategic advancements, including:

• continued progress in respect of the group’s organic growth projects, which remain on track;
• strengthening our balance sheet and liquidity position; and
• positioning Northam to withstand a possible protracted cyclical downturn in the PGM market.

The global economic outlook remains uncertain, resulting in volatile metal markets and exchange rates. Prevailing PGM market conditions and the material decline in the ZAR 4E basket price may signal a potentially protracted cyclical downturn. The group’s financial performance is influenced by the exchange rate and commodity prices together with the stability of Northam’s broader operating environment.

The Implats mandatory offer, with a substantial cash underpin, presented a well-timed opportunity in the prevailing PGM market for Northam to secure a very significant cash injection that materially strengthens Northam’s balance sheet and liquidity position. The Facility Restructure further strengthened our liquidity position.

Relative positioning on the industry cost curve, and the ability to retain operational flexibility and balance sheet strength, will become increasingly important over time.

We will continue to assess the PGM market, as well as our operational and cash flow requirements, and will evaluate our options in relation to the application of the consideration received pursuant to the disposal of our investment in RBPlat, in due course.

Northam has always maintained inherent optionality and flexibility in executing its growth strategy and these considerations remain key drivers to all our decisions.

The financial information contained in this announcement is the responsibility of the board of directors of Northam Holdings and has not been reviewed or reported on by Northam Holdings’ auditors, PricewaterhouseCoopers Incorporated. The audited results for Northam Holdings for F2023 are expected to be published on or about 25 August 2023.

Johannesburg
14 August 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

INTRODUCTION

Shareholders of Northam Holdings (“Northam Shareholders”) are referred to, inter alia:

• the various SENS announcements published by Northam Holdings in relation to Northam Holdings’ investment in RBPlat;

• the mandatory offer by Implats to the shareholders of RBPlat (“RBPlat Shareholders”), to acquire the remaining ordinary shares in RBPlat (“RBPlat Shares”) not already held by Implats (“Implats Mandatory Offer”), as set out in the offer circular issued by Implats dated 17 January 2022 (“Implats Mandatory Offer Circular”); and

• the SENS announcement published by Implats on 30 June 2023 (“Implats Announcement”) wherein RBPlat Shareholders were advised that the Implats Mandatory Offer has become unconditional.

Northam Shareholders are hereby advised that Northam Holdings has submitted its acceptance of the Implats Mandatory Offer in accordance with the instructions set out in the Implats Mandatory Offer Circular in respect of all of the 100 219 552 RBPlat Shares held by Northam Holdings (“Disposal Shares”) (representing c. 34.5% of all RBPlat Shares in issue), for purposes of tendering the Disposal Shares into the Implats Mandatory Offer for acquisition by Implats in terms thereof (“Disposal”).

RATIONALE FOR THE DISPOSAL

Adverse changes in PGM prices

Subsequent to Northam Holdings announcing its initial acquisition of a 32.8% interest in RBPlat on 9 November 2021 (“Announcement Date”), the platinum group metals (“PGM”) market strengthened significantly, resulting in a peak increase of c. 41% in the ZAR 4E basket price based on the average prill split across RBPlat’s operations (“Basket Price”) from the Announcement Date to 8 March 2022.

The Basket Price remained strong throughout 2022, with a net increase of c. 10% from the Announcement Date to the date of Northam Holdings announcing its firm intention to make a voluntary, conditional offer to RBPlat Shareholders to acquire the remaining RBPlat Shares not already held by Northam Holdings (“Northam Offer”) on 9 November 2022 (“Northam FIA”).

Subsequent to the Northam FIA, the Basket Price declined materially, from R36 404 per 4E oz as at the Northam FIA date to R23 652 per 4E oz as at 18 July 2023, representing a decrease of 35.0%. The net decrease in the Basket Price from the Announcement Date to 18 July 2023 is 28.6%.

These adverse market developments have resulted in a material contraction in profit margins and cash generation capacity across the PGM industry (including at RBPlat). As a consequence, equity valuations across the entire PGM sector have declined substantially.

Against this backdrop, Northam’s wholly-owned operations continue to perform well, as reflected in the production update published on SENS on 13 July 2023.

Northam Holdings terminated the Northam Offer following the occurrence of material adverse changes in PGM prices, further details of which are set out in the SENS announcement published by Northam Holdings on 5 April 2023 (“Termination Announcement”).

From the date of the Termination Announcement to 18 July 2023, the Basket Price has further deteriorated by 17.6%.

Opportunity to lock in substantial value and significantly strengthen the balance sheet

The Implats Mandatory Offer has provided Northam with full optionality since December 2021. In light of the prevailing market conditions and negative medium-term outlook, the Implats Mandatory Offer presents a unique and attractive opportunity for Northam to lock in substantial value in relation to the Disposal Shares, with a strong cash underpin that has not been adversely affected by the steep decline in PGM equity valuations across the sector.

The Disposal also presents Northam with an opportunity to significantly strengthen its balance sheet and liquidity position, which in turn provides additional flexibility and optionality for Northam to, subject to the relevant regulatory requirements and approvals necessary, inter alia, potentially:

• consider the declaration of a maiden dividend;

• introduce a formal dividend policy;

• implement share buy-backs; and/or

• reduce Northam’s third-party debt.

DETAILS OF THE DISPOSAL

In accordance with the terms of the Implats Mandatory Offer as contained in the Implats Mandatory Offer Circular, the offer consideration per RBPlat Share tendered into the Implats Mandatory Offer is R90.00 in cash and 0.3 new ordinary shares in Implats (“Implats Shares”), (“Implats Mandatory Offer Consideration”). Having regard to the Implats Mandatory Offer Consideration, Northam Holdings will receive, in aggregate, c. R9.0 billion in cash (“Cash Consideration”) and 30 065 866 Implats Shares (“Share Consideration”). The Share Consideration will represent a shareholding of at least c. 3.3% in Implats, depending on the level of acceptance by RBPlat Shareholders of the Implats Mandatory Offer.

Based on the closing Implats Share price of R136.28 as at 19 July 2023, the Share Consideration represents c. R4.1 billion of value.

Northam Holdings continues to assess the PGM market and Northam’s operational and cash flow requirements and will evaluate its options in relation to the application of the Cash Consideration and the Share Consideration in due course.

The Disposal amounts to a category 2 transaction for Northam Holdings in terms of paragraph 9.5(a) of the JSE Limited Listings Requirements and is not subject to any conditions precedent. Based on the information contained in the Implats Announcement, the Implats Mandatory Offer (and therefore the Disposal) is expected to be implemented on 24 July 2023.

INFORMATION PERTAINING TO RBPLAT AND IMPLATS

RBPlat

RBPlat is an independently operated, mid-tier PGM producer listed on the exchange operated by the JSE Limited (“JSE”) and originates from a joint venture between Anglo American Platinum Limited and the Royal Bafokeng Holdings Proprietary Limited group, known as the Bafokeng Rasimone Platinum Mine Joint Venture.

RBPlat mines PGMs in the Merensky and UG2 reefs on the Boschkoppie, Styldrift and Frischgewaagd farms in the Rustenburg area of the Bushveld Complex in South Africa.

The value of RBPlat’s total net assets as at 31 December 2022 was R24.7 billion and the total profit after tax for the year ended 31 December 2022 was R3.3 billion.

The aforementioned values attributable to the net assets and profit after tax for RBPlat have been extracted from RBPlat’s audited consolidated annual financial statements for the year ended 31 December 2022, which have been prepared in accordance with the International Financial Reporting Standard (IFRS) as issued by the International Accounting Standards Board (IASB), including interpretations issued by the IFRS Interpretation Committee (IFRS IC), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guidelines as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council (FRSC).

Implats

Implats is a producer of PGMs and is structured around seven mining operations and Impala Refining Services, a toll refining business. The mining operations are located within the Bushveld Complex in South Africa, the Great Dyke in Zimbabwe and the Canadian Shield. Implats has its primary listing on the JSE and a secondary listing on A2X Markets in South Africa, as well as a level 1 American Depositary Receipt programme in the United States of America.

The value of Implats’ total net assets as at 31 December 2022 was R125.9 billion and the total profit after tax for the six months ended 31 December 2022 was R14.8 billion.

The aforementioned values attributable to the net assets and profit after tax for Implats have been extracted from Implats’ reviewed condensed consolidated interim financial statements for the six months ended 31 December 2022, which have been prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS, the SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the FRSC and the minimum requirements of International Accounting Standards (IAS) 34 Interim Financial Reporting.

Paul Dunne, Northam’s Chief Executive Officer, said “The prevailing PGM market conditions and the material decline in the PGM basket price during, in particular, the last four months may signal a potentially protracted cyclical downturn. Relative positioning on the industry cost curve and the ability to retain operational flexibility and balance sheet strength will become increasingly important over time. Northam has always maintained inherent optionality and flexibility in executing its growth strategy and these considerations remain key drivers to all decisions.

The impending closing of the Implats Mandatory Offer, with a substantial cash underpin not affected by substantially lower equity valuations across the sector, presents a well-timed opportunity for Northam to secure a very significant cash injection that will materially strengthen Northam’s balance sheet and liquidity position. It will also positively affect Northam’s ability to continue to return value to its shareholders in the short to medium-term, including through potential dividends and/or share buy-backs, following on from the c. 30% share buy-back which was implemented in 2021.

Northam’s growth strategy initiated in 2015 remains on track and we are pleased with the operational performance and contribution of all our assets”.

Johannesburg
20 July 2023

Corporate Advisor and Sponsor to Northam Holdings

One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum

One Capital

Attorneys to Northam Holdings and Northam Platinum

Webber Wentzel

Northam is pleased to report a 13.0% increase in total equivalent refined metal production from own operations, and a 19.5% increase in total production (including purchased material), for the 30 June 2023 financial year (F2023), compared to the 30 June 2022 financial year (F2022). A key feature for F2023 has been the strong production performance and contribution from all our operations.

Key production metrics for F2023 compared to F2022 are as follows:

Significant production growth has been achieved during F2023 as a result of focussed execution of the group’s growth strategy, which continues to deliver against set targets. Challenges remain, particularly in respect of high mining inflation and the potential for further and possibly more severe Eskom load curtailment events. However, our growth and operational diversification programmes remain on-track and continue to demonstrate the value of our counter cyclical investments and execution capacity across the group, as well as our flexibility in dealing with these challenges.

Johannesburg
13 July 2023

Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payment due on Friday, 23 June 2023:

Johannesburg
20 June 2023

Debt Sponsor
One Capital

Shareholders are advised of the following acceptances of awards of conditional shares in terms of the Northam Platinum Share Incentive Plan, 2011 (“SIP”), by directors and the company secretary of the company, as well as a director of a major subsidiary of the company:

*The deemed value of the transaction is illustrative and based on all relevant performance shares awarded (priced at the Northam Holdings share price of R159.64 on 25 May 2023). For the avoidance of doubt, the final number of performance shares that will vest, after the vesting date, remains subject to, inter alia, the achievement of performance conditions.

Johannesburg
29 May 2023

Corporate Advisor and Sponsor to Northam Holdings

One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

The JSE Limited (“JSE”) has granted approval for the listing of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM024, NHM025 and NHM026, respectively, 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 25 May 2023.

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 the NHM024 Notes are as follows:

The details pertaining to the issue of the NHM025 Notes are as follows:

The details pertaining to the issue of the NHM026 Notes are as follows:

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

Johannesburg
24 May 2023

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.

Northam bondholders are advised of the following interest payment due on Thursday, 11 May 2023:

Johannesburg
8 May 2023

Debt Sponsor
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 Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

INTRODUCTION

Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which, inter alia, Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

OCCURRENCE OF MATERIAL ADVERSE CHANGES

In the Announcement, Shareholders were advised that the Offer would terminate with immediate effect if, inter alia, prior to all of the Offer Conditions being fulfilled or waived, Northam Holdings notifies RBPlat Shareholders by way of a SENS announcement to such effect within 10 business days of a Material Adverse Change occurring. Further information as to what amounts to a Material Adverse Change is set out in the Announcement.

Following publication of the Announcement and as at the trading day preceding the date of this announcement:

• the rhodium closing price has fallen and remained below USD9 000.00 per oz, for 12 consecutive trading days; and
• the closing 4E ZAR basket price has fallen and remained below ZAR33 000 per oz, based on a prill split of platinum: 60%, palladium: 30%, rhodium: 9% and gold: 1%, for 10 consecutive trading days.

Accordingly, Material Adverse Changes have occurred in respect of two separate metrics.

TERMINATION OF THE OFFER

Northam Holdings hereby notifies RBPlat Shareholders that the Offer is terminated with immediate effect.

UPDATE REGARDING THE NORTHAM OFFER CIRCULAR, THE NORTHAM TRANSACTION CIRCULAR AND THE GENERAL MEETING

Shareholders are advised that, as a consequence of the termination of the Offer, the Northam Offer Circular and the Northam Transaction Circular will not be issued and a general meeting of Northam Shareholders to approve the implementation of the Offer will not be convened.

RESPONSIBILITY STATEMENT

The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
5 April 2023

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Independent Sponsor to Northam Holdings
Deloitte

Shareholders are advised of the following changes to Northam Holdings’ board committees, with effect from today, Monday 20 March 2023:

• Mr Temba Mvusi - independent non-executive chairman, has been appointed as the chairman of both the investment committee and the nomination committee;
• Ms Hester Hickey - lead independent director, has been appointed as a member of the investment committee;
• Mr Mcebisi Jonas - independent non-executive director, has been appointed as a member of the remuneration committee; and
• Ms Emily Kgosi - non-executive director, has been appointed as a member of the nomination committee.

The board of directors of Northam Holdings thanks the abovementioned directors for accepting their appointments as members of the respective committees and looks forward to their ongoing contribution to the group.

Johannesburg
20 March 2023

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 Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

INTRODUCTION

Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which, inter alia, Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

Shareholders are further referred to the announcements published by Northam Holdings on SENS on (i) Thursday, 22 December 2022, pertaining to, inter alia, the extension to the posting date of the Northam Offer Circular as a result of various complaints submitted by Impala Platinum Holdings Limited (“Implats”), (“Implats Complaints”); and (ii) Thursday, 9 March 2023, pertaining to Implats’ withdrawal of the Implats Complaints and the TRP’s confirmation that the Announcement is legally valid and that Northam may proceed with the Offer.

UPDATE REGARDING THE NORTHAM OFFER CIRCULAR

As a consequence of, inter alia:

• the lapse of time since the intended posting date of the Northam Offer Circular following the uncertainty and delays created by the Implats Complaints;
• the publication by RBPlat of its financial results for the year ended 31 December 2022, on Wednesday, 8 March 2023; and
• the anticipated publication of Northam’s financial results for the 6 months ended 31 December 2022, on or about Friday, 24 March 2023,

various updates (“Circular Updates”) are required to be made to the Northam Offer Circular prior to resubmitting the Northam Offer Circular to the JSE and the TRP for approval. In the circumstances, the TRP has approved Friday, 28 April 2023 as the posting date for the Northam Offer Circular.

UPDATE REGARDING THE NORTHAM TRANSACTION CIRCULAR

Shareholders are advised that Northam Holdings will proceed to publish the Northam Transaction Circular (which will similarly be subject to the Circular Updates) as soon as practicably possible following the posting of the Northam Offer Circular and receiving the JSE’s approval of the Northam Transaction Circular. The JSE has accordingly approved Monday, 8 May 2023 as the posting date for the Northam Transaction Circular.

OTHER IMPORTANT INFORMATION

Further details relating to the Transaction, including the Offer, the General Meeting and the related salient dates and times will be published on SENS in due course.

RESPONSIBILITY STATEMENT

The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
16 March 2023

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Independent Sponsor to Northam Holdings
Deloitte

Disclaimer

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their professional advisors.

In relation to each Member State of the European Economic Area (each, an “EEA Relevant State”), this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that EEA Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

In the United Kingdom, this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Notice to US investors in RBPlat

The Offer will be made to RBPlat Shareholders in the United States in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act.

The Northam Holdings Shares being offered pursuant to the Offer have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent of registration under the U.S. Securities Act and in compliance with any applicable state securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The financial information included in this announcement has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for US holders of RBPlat Shares to effect service of process within the United States and to enforce their rights and any claim arising out of the US federal securities laws against RBPlat and/or Northam Holdings, since RBPlat and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RBPlat Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

RBPlat Shareholders in the United States should note that the Northam Holdings Shares are securities in a South African company, and the Offer is subject to South African procedural and disclosure requirements, rules and practices which are different from those of the United States and are proposed to be implemented by way of the Offer. You should be aware that Northam Holdings and its affiliates or brokers may purchase shares in RBPlat otherwise than under the Offer, such as in open market or privately negotiated purchases, to the extent permitted by, and in compliance with, Rule 14e-5 under the Exchange Act and in accordance with South African law. Information about any such purchases or arrangements to purchase that is made public in accordance with South African law and practice will be available to all investors (including in the United States) via announcements on SENS.

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 Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which, inter alia, Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

Shareholders are further referred to the announcement published by Northam Holdings on SENS on Thursday, 22 December 2022 in terms of which they were advised that:

• Impala Platinum Holdings Limited (“Implats”) had submitted various complaints to the TRP regarding the Announcement, as well as the announcement published by Northam Holdings on SENS on Monday, 12 December 2022 relating to, inter alia, the increase to the Maximum Cash Consideration (“Implats Complaints”); and
• as a consequence of the Implats Complaints, the TRP withheld its approval of the posting of the Northam Offer Circular until such time as the TRP had made a determination in respect of the Implats Complaints.

Northam hereby advises Shareholders that Implats has summarily withdrawn the Implats Complaints. Implats has taken this course of action without having engaged with the TRP any further regarding the various issues raised by Implats in the Implats Complaints.

In light of Implats’ withdrawal of the Implats Complaints, the TRP has advised Northam that it considers the Announcement to be legally valid and that Northam may proceed with the Offer.

FURTHER INFORMATION

As a consequence of, inter alia, the lapse of time since the initially intended posting dates of the Northam Offer Circular and Northam Transaction Circular and the resultant updates required, Northam is engaging with the TRP and the JSE regarding the finalisation and posting of the respective circulars.

Further details relating to the Transaction (including the Offer) and the related salient dates and times, including the posting dates of the Northam Offer Circular and the Northam Transaction Circular, will be published on SENS in due course.

RESPONSIBILITY STATEMENT

The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
9 March 2023

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Independent Sponsor to Northam Holdings
Deloitte

Disclaimer

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their professional advisors.

In relation to each Member State of the European Economic Area (each, an “EEA Relevant State”), this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that EEA Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

In the United Kingdom, this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Notice to US investors in RBPlat

The Offer will be made to RBPlat Shareholders in the United States in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act.

The Northam Holdings Shares being offered pursuant to the Offer have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent of registration under the U.S. Securities Act and in compliance with any applicable state securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The financial information included in this announcement has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for US holders of RBPlat Shares to effect service of process within the United States and to enforce their rights and any claim arising out of the US federal securities laws against RBPlat and/or Northam Holdings, since RBPlat and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RBPlat Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

RBPlat Shareholders in the United States should note that the Northam Holdings Shares are securities in a South African company, and the Offer is subject to South African procedural and disclosure requirements, rules and practices which are different from those of the United States and are proposed to be implemented by way of the Offer. You should be aware that Northam Holdings and its affiliates or brokers may purchase shares in RBPlat otherwise than under the Offer, such as in open market or privately negotiated purchases, to the extent permitted by, and in compliance with, Rule 14e-5 under the Exchange Act and in accordance with South African law. Information about any such purchases or arrangements to purchase that is made public in accordance with South African law and practice will be available to all investors (including in the United States) via announcements on SENS.

Northam bondholders are advised of the following interest payments due on Monday, 27 February 2023:

Johannesburg
22 February 2023

Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payment due on Monday, 23 January 2023:

Johannesburg
18 January 2023

Debt Sponsor
One Capital